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NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Clean Energy Fuels Corp. (NASDAQ: CLNE) (“Clean Energy” or the “Company”) today announced its operating results for the fourth quarter of 2022 and year ended December 31, 2022.


Andrew J. Littlefair, Clean Energy’s President and Chief Executive Officer, stated: “We finished the year with another strong quarter of RNG deliveries with a 21% increase from the fourth quarter of 2021. We continue to execute on our growth plans around RNG supply and the build out of new stations to accommodate Amazon and other fleets. We addressed our near-term capital needs with a $150 million debt raise to support RNG growth and bridge us well into 2023 when our dairy projects and volumes at new stations are anticipated to add to our cash flow profile. Despite some formidable head winds around lower environmental credits prices and a spike in California natural gas prices during the fourth quarter we finished the year with solid financial results and a well-funded balance sheet.”

The Company sold 54.4 million gallons of renewable natural gas (“RNG”) in the fourth quarter of 2022, a 21.2% increase compared to the fourth quarter of 2021. For the year ended December 31, 2022, the Company sold 198.2 million gallons of RNG compared to 167.0 million gallons sold in the same period in 2021, an 18.7% increase.

The Company’s revenue for the fourth quarter of 2022 was $113.8 million, an increase of $21.9 million compared to $91.9 million in the fourth quarter of 2021. Revenue for the fourth quarter of 2022 was reduced by $8.8 million of non-cash stock-based sales incentive contra-revenue charges (“Amazon warrant charges”) related to the warrant issued to Amazon.com NV Investment Holdings LLC (the “Amazon warrant”), compared to Amazon warrant charges of $3.4 million in the fourth quarter of 2021. Revenue for the fourth quarter of 2022 also included an unrealized gain of $2.1 million on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, compared to an unrealized loss of $1.3 million in the fourth quarter of 2021. The increase in revenue was principally the result of higher sales price of natural gas and an increase in the number of gallons sold and serviced, partially offset by lower average low carbon fuel standards (“LCFS”) credit prices and lower average renewable identification number (“RIN”) prices during the quarter. Alternative fuel excise tax credit (“AFTC”) revenue was $5.5 million in the fourth quarter of 2022, compared to AFTC revenue of $5.7 million in the fourth quarter of 2021. Station construction revenue increased by $3.4 million to $6.6 million for the fourth quarter of 2022, compared to $3.2 million for the fourth quarter of 2021, due to increased construction activities.

The Company’s revenue for the year ended December 31, 2022 was $420.2 million, an increase of $164.6 million compared to $255.6 million in the year ended December 31, 2021. Revenue for the year ended December 31, 2022 was reduced by $24.3 million of Amazon warrant charges, compared to Amazon warrant charges of $83.6 million in the year ended December 31, 2021. Revenue for the year ended December 31, 2022 also included an unrealized gain of $0.5 million on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, compared to an unrealized loss of $3.5 million in the year ended December 31, 2021. The increase in revenue was principally the result of higher sales price of natural gas and an increase in the number of gallons sold and serviced, partially offset by lower average LCFS credit prices in 2022. Revenue for the year ended December 31, 2022 included AFTC revenue of $21.8 million, compared to AFTC revenue of $20.7 million in the year ended December 31, 2021. The increase in AFTC revenue was due to higher number of gallons of fuel sold. Station construction revenue increased by $5.9 million to $22.3 million for the year ended December 31, 2022, compared to $16.4 million for the year ended December 31, 2021, due to increased construction activities.

On a GAAP (as defined below) basis, net loss attributable to Clean Energy for the fourth quarter of 2022 was $(12.3) million, or $(0.06) per share, compared to $(2.4) million, or $(0.01) per share, for the fourth quarter of 2021. Compared to the fourth quarter of 2021, the fourth quarter of 2022 was positively affected by an unrealized gain on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, offset by higher Amazon warrant charges, higher stock compensation expense, a loss on extinguishment of debt at our NG Advantage majority-controlled subsidiary, and higher depreciation expense associated with the removal of fueling station equipment from select Pilot Travel Centers LLC (“Pilot”) locations.

On a GAAP basis, net loss attributable to Clean Energy for the year ended December 31, 2022 was $(58.7) million, or $(0.26) per share, compared to $(93.1) million, or $(0.44) per share, for the year ended December 31, 2021. Compared to that of 2021, the year ended December 31, 2022 was positively affected by lower Amazon warrant charges and an unrealized gain on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, partially offset by higher stock compensation expense, costs associated with ramping up our RNG supply investments, losses on extinguishment of debt at our NG Advantage majority-controlled subsidiary, and higher depreciation expense associated with the removal of fueling station equipment from select Pilot locations.

Non-GAAP income (loss) per share and Adjusted EBITDA (each as defined below) for the fourth quarter of 2022 was $0.01 and $12.6 million, respectively. Non-GAAP income (loss) per share and Adjusted EBITDA for the fourth quarter of 2021 was $0.03 and $18.0 million, respectively.

Non-GAAP income (loss) per share and Adjusted EBITDA for the year ended December 31, 2022 was $0.01 and $50.0 million, respectively. Non-GAAP income (loss) per share and Adjusted EBITDA for the year ended December 31, 2021 was $0.04 and $57.0 million, respectively.

Non-GAAP income (loss) per share and Adjusted EBITDA are described below and reconciled to GAAP net income (loss) per share attributable to Clean Energy and GAAP net income (loss) attributable to Clean Energy, respectively.

Non-GAAP Financial Measures

To supplement the Company’s unaudited consolidated financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company uses non-GAAP financial measures that it calls non-GAAP income (loss) per share (“non-GAAP income (loss) per share”) and adjusted EBITDA (“Adjusted EBITDA”). Management presents non-GAAP income (loss) per share and Adjusted EBITDA because it believes these measures provide meaningful supplemental information about the Company’s performance, for the following reasons: (1) these measures allow for greater transparency with respect to key metrics used by management to assess the Company’s operating performance and make financial and operational decisions; (2) these measures exclude the effect of items that management believes are not directly attributable to the Company’s core operating performance and may obscure trends in the business; and (3) these measures are used by institutional investors and the analyst community to help analyze the Company’s business. In future quarters, the Company may adjust for other expenditures, charges or gains to present non-GAAP financial measures that the Company’s management believes are indicative of the Company’s core operating performance.

Non-GAAP financial measures are limited as an analytical tool and should not be considered in isolation from, or as a substitute for, the Company’s GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below (and/or other items that may arise in the future as the Company’s management deems appropriate), and the Company expects to continue to incur expenses, charges or gains like the non-GAAP adjustments described below. Accordingly, unless expressly stated otherwise, the exclusion of these and other similar items in the presentation of non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. Non-GAAP income (loss) per share and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to GAAP income (loss), GAAP income (loss) per share or any other GAAP measure as an indicator of operating performance. Moreover, because not all companies use identical measures and calculations, the Company’s presentation of non-GAAP income (loss) per share and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

Non-GAAP Income (Loss) Per Share

Non-GAAP income (loss) per share, which the Company presents as a non-GAAP measure of its performance, is defined as net income (loss) attributable to Clean Energy Fuels Corp., plus Amazon warrant charges, plus stock-based compensation expense, plus accelerated depreciation expense relating to the removal of fueling station equipment located on certain Pilot premises, plus (minus) loss (income) from the SAFE&CEC S.r.l. equity method investment, and plus (minus) any loss (gain) from changes in the fair value of derivative instruments, the total of which is divided by the Company’s weighted-average common shares outstanding on a diluted basis. The Company’s management believes excluding non-cash expenses related to the Amazon warrant charges provides useful information to investors regarding the Company’s performance because the Amazon warrant charges are measured based upon a fair value determined using a variety of assumptions and estimates, and the Amazon warrant charges do not impact the Company’s operating cash flows related to the delivery and sale of vehicle fuel to its customer. The Company’s management believes excluding non-cash expenses related to stock-based compensation provides useful information to investors regarding the Company’s performance because of the varying available valuation methodologies, the volatility of the expense (which depends on market forces outside of management’s control), the subjectivity of the assumptions and the variety of award types that a company can use, which may obscure trends in a company’s core operating performance. The Company’s management believes excluding non-cash accelerated depreciation expense relating to the removal of fueling station equipment located on certain Pilot premises is helpful to investors because the expense is not part of or representative of the on-going operations of the Company and may reduce comparability or obscure trends in the Company’s operating performance. Similarly, the Company believes excluding the non-cash results from the SAFE&CEC S.r.l. equity method investment is useful to investors because these charges are not part of or representative of the core operations of the Company. In addition, the Company’s management believes excluding the non-cash loss (gain) from changes in the fair value of derivative instruments is useful to investors because the valuation of the derivative instruments is based on a number of subjective assumptions, the amount of the loss or gain is derived from market forces outside of management’s control, and the exclusion of these amounts enables investors to compare the Company’s performance with other companies that do not use, or use different forms of, derivative instruments.

The table below shows GAAP and non-GAAP income (loss) attributable to Clean Energy per share and also reconciles GAAP net income (loss) attributable to Clean Energy to the non-GAAP net income (loss) attributable to Clean Energy figure used in the calculation of non-GAAP income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Year Ended

 

 

December 31,

 

December 31,

(in thousands, except share and per share data)

 

2021

 

 

2022

 

 

2021

 

 

2022

 

Net loss attributable to Clean Energy Fuels Corp.

 

$

(2,376

)

 

$

(12,334

)

 

$

(93,146

)

 

$

(58,733

)

Amazon warrant charges

 

 

3,404

 

 

 

8,802

 

 

 

83,641

 

 

 

24,302

 

Stock-based compensation

 

 

4,772

 

 

 

5,788

 

 

 

14,994

 

 

 

26,473

 

Accelerated depreciation expense associated with station equipment removal

 

 

 

 

 

1,818

 

 

 

 

 

 

10,584

 

Loss (income) from SAFE&CEC S.r.l. equity method investment

 

 

(620

)

 

 

96

 

 

 

(598

)

 

 

650

 

Loss (gain) from change in fair value of derivative instruments

 

 

1,250

 

 

 

(2,123

)

 

 

3,490

 

 

 

(517

)

Non-GAAP net income attributable to Clean Energy Fuels Corp.

 

$

6,430

 

 

$

2,047

 

 

$

8,381

 

 

$

2,759

 

Diluted weighted-average common shares outstanding

 

 

226,660,312

 

 

 

224,842,864

 

 

 

217,401,748

 

 

 

225,039,110

 

GAAP loss attributable to Clean Energy Fuels Corp. per share

 

$

(0.01

)

 

$

(0.06

)

 

$

(0.44

)

 

$

(0.26

)

Non-GAAP income attributable to Clean Energy Fuels Corp. per share

 

$

0.03

 

 

$

0.01

 

 

$

0.04

 

 

$

0.01

 

Adjusted EBITDA

Adjusted EBITDA, which the Company presents as a non-GAAP measure of its performance, is defined as net income (loss) attributable to Clean Energy Fuels Corp., plus (minus) income tax expense (benefit), plus interest expense (including any losses from the extinguishment of debt), minus interest income, plus depreciation and amortization expense, plus Amazon warrant charges, plus stock-based compensation expense, plus (minus) loss (income) from the SAFE&CEC S.r.l. equity method investment, and plus (minus) any loss (gain) from changes in the fair value of derivative instruments. The Company’s management believes Adjusted EBITDA provides useful information to investors regarding the Company’s performance for the same reasons discussed above with respect to non-GAAP income (loss) per share. In addition, management internally uses Adjusted EBITDA to determine elements of executive and employee compensation.

The table below shows Adjusted EBITDA and also reconciles this figure to GAAP net loss attributable to Clean Energy:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Year Ended

 

 

December 31,

 

December 31,

(in thousands)

 

2021

 

 

2022

 

 

2021

 

 

2022

 

Net loss attributable to Clean Energy Fuels Corp.

 

$

(2,376

)

 

$

(12,334

)

 

$

(93,146

)

 

$

(58,733

)

Income tax expense

 

 

(80

)

 

 

(3

)

 

 

119

 

 

 

220

 

Interest expense

 

 

954

 

 

 

1,829

 

 

 

4,430

 

 

 

6,308

 

Interest income

 

 

(254

)

 

 

(1,601

)

 

 

(1,082

)

 

 

(3,374

)

Depreciation and amortization

 

 

10,976

 

 

 

12,189

 

 

 

45,184

 

 

 

54,674

 

Amazon warrant charges

 

 

3,404

 

 

 

8,802

 

 

 

83,641

 

 

 

24,302

 

Stock-based compensation

 

 

4,772

 

 

 

5,788

 

 

 

14,994

 

 

 

26,473

 

Loss (income) from SAFE&CEC S.r.l. equity method investment

 

 

(620

)

 

 

96

 

 

 

(598

)

 

 

650

 

Loss (gain) from change in fair value of derivative instruments

 

 

1,250

 

 

 

(2,123

)

 

 

3,490

 

 

 

(517

)

Adjusted EBITDA

 

$

18,026

 

 

$

12,643

 

 

$

57,032

 

 

$

50,003

Fuel and Service Volume

The following tables present, for the three months and year ended December 31, 2021 and 2022, (1) the amount of total fuel volume the Company sold to customers with particular focus on RNG volume as a subset of total fuel volume and (2) operation and maintenance (“O&M”) services volume dispensed at facilities the Company does not own but where it provides O&M services on a per-gallon or fixed fee basis. Certain gallons are included in both fuel and service volumes when the Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same customer.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Year Ended

Fuel volume, GGEs(2) sold (in millions),

 

December 31,

 

December 31,

correlating to total volume-related product revenue

 

2021

 

2022

 

2021

 

2022

RNG(1)

 

 

44.9

 

 

54.4

 

 

167.0

 

 

198.2

Conventional natural gas(1)

 

 

20.6

 

 

15.7

 

 

78.8

 

 

69.6

Total fuel volume

 

 

65.5

 

 

70.1

 

 

245.8

 

 

267.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Year Ended

O&M services volume, GGEs(2) serviced (in millions),

 

December 31,

 

December 31,

correlating to volume-related O&M services revenue

 

2021

 

2022

 

2021

 

2022

O&M services volume

 

 

58.8

 

 

61.6

 

 

229.8

 

 

240.4

_________________
(1)

All RNG and conventional natural gas sold were sourced from third-party suppliers.

(2)

The Company calculates one gasoline gallon equivalent (“GGE”) to equal 125,000 British Thermal Units (“BTUs”), and, as such, one million BTUs (“MMBTU”) equal eight GGEs.

Sources of Revenue

The following table shows the Company's sources of revenue for the three months and year ended December 31, 2021 and 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Year Ended

 

 

December 31,

 

December 31,

Revenue (in millions)

 

2021

 

 

2022

 

2021

 

 

2022

Product revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Volume-related (1)

 

 

 

 

 

 

 

 

 

 

 

 

Fuel sales(2)

 

$

58.8

 

 

$

76.9

 

$

131.0

 

 

$

281.1

Change in fair value of derivative instruments(3)

 

 

(1.3

)

 

 

2.1

 

 

(3.5

)

 

 

0.5

RIN Credits

 

 

9.8

 

 

 

7.7

 

 

31.7

 

 

 

34.7

LCFS Credits

 

 

3.8

 

 

 

2.5

 

 

16.8

 

 

 

12.6

AFTC

 

 

5.7

 

 

 

5.5

 

 

20.7

 

 

 

21.8

Total volume-related product revenue

 

 

76.8

 

 

 

94.7

 

 

196.7

 

 

 

350.7

Station construction sales

 

 

3.2

 

 

 

6.6

 

 

16.4

 

 

 

22.3

Total product revenue

 

 

80.0

 

 

 

101.3

 

 

213.1

 

 

 

373.0

Service revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Volume-related, O&M services

 

 

11.4

 

 

 

12.2

 

 

41.9

 

 

 

45.9

Other services

 

 

0.5

 

 

 

0.3

 

 

0.6

 

 

 

1.3

Total service revenue

 

 

11.9

 

 

 

12.5

 

 

42.5

 

 

 

47.2

Total revenue

 

$

91.9

 

 

$

113.8

 

$

255.6

 

 

$

420.2

_______________
(1)

The Company’s volume-related product revenue primarily consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, and sales of RINs and LCFS Credits in addition to changes in fair value of our derivative instruments.

(2)

Includes $8.8 million and $24.3 million of Amazon warrant non-cash stock-based sales incentive contra-revenue charges for the three months and year ended December 31, 2022, respectively. For the three months and year ended December 13, 2021, $3.4 million and $83.6 million, respectively, of Amazon warrant non-cash stock-based sales incentive contra-revenue charges are included.

(3)

The change in fair value of derivative instruments is related to the Company’s commodity swap and customer fueling contracts. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the Company’s Zero Now truck financing program.

2023 Outlook

GAAP net loss for 2023 is expected to range from approximately $(105) million to $(115) million, assuming no unrealized gains or losses on commodity swap and customer contracts relating to the Company’s Zero Now truck financing program and including Amazon warrant charges estimated to range from $60 million to $70 million. Changes in diesel and natural gas market conditions resulting in unrealized gains or losses on the Company’s commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, and significant variations in the vesting by Amazon of the Amazon warrant could significantly affect the Company’s estimated GAAP net loss for 2023. Adjusted EBITDA for 2023 is estimated to range from approximately $50 million to $60 million. These expectations exclude the impact of any acquisitions, divestitures, new joint ventures, transactions or other extraordinary events including any lingering negative effects associated directly or indirectly with the COVID-19 pandemic, including macroeconomic conditions and global supply chain issues. Additionally, the expectations regarding 2023 Adjusted EBITDA assumes the calculation of this non-GAAP financial measure in the same manner as described above and adding back the estimated Amazon warrant charges described above and without adjustments for any other items that may arise during 2023 that management deems appropriate to exclude. These expectations are forward-looking statements and are qualified by the statement under “Safe Harbor Statement” below.

 

 

 

 

(in thousands)

 

2023 Outlook

GAAP Net loss attributable to Clean Energy Fuels Corp.

 

$

(105,000) - (115,000)

Income tax expense (benefit)

 

 

600

Interest expense

 

 

18,000

Interest income

 

 

(5,600)

Depreciation and amortization

 

 

53,500

Stock-based compensation

 

 

32,500

Loss (income) from SAFE&CEC S.r.l. equity method investment

 

 

Loss (gain) from change in fair value of derivative instruments

 

 

Amazon warrant charges

 

 

66,000

Adjusted EBITDA

 

$

50,000 - 60,000

Today’s Conference Call

The Company will host an investor conference call today at 4:30 p.m. Eastern time (1:30 p.m. Pacific). Investors interested in participating in the live call can dial 1.877.407.0784 from the U.S. and international callers can dial 1.201.689.8560. A telephone replay will be available approximately three hours after the call concludes through Tuesday, March 28, 2023, by dialing 1.844.512.2921 from the U.S., or 1.412.317.6671 from international locations, and entering Replay Pin Number 13735987. There also will be a simultaneous, live webcast available on the Investor Relations section of the Company’s web site at www.cleanenergyfuels.com, which will be available for replay for 30 days.

About Clean Energy Fuels Corp.

Clean Energy Fuels Corp. is the country’s largest provider of the cleanest fuel for the transportation market. Our mission is to decarbonize transportation through the development and delivery of renewable natural gas (“RNG”), a sustainable fuel derived from organic waste. Clean Energy allows thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas. We operate a vast network of fueling stations across the U.S. and Canada. Visit www.cleanenergyfuels.com and follow @ce_renewables on Twitter.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about, among other things, our fiscal 2023 outlook, our volume growth, customer expansion, production sources, joint ventures, and the benefits of our fuels.

Forward-looking statements are statements other than historical facts and relate to future events or circumstances or the Company’s future performance, and they are based on the Company’s current assumptions, expectations and beliefs concerning future developments and their potential effect on the Company and its business. As a result, actual results, performance or achievements and the timing of events could differ materially from those anticipated in or implied by these forward-looking statements as a result of many factors including, among others: the direct and indirect impact of the COVID-19 pandemic, including macroeconomic conditions and supply chain issues, and the related impact on our operations, liquidity and financial condition; the willingness of fleets and other consumers to adopt natural gas as a vehicle fuel, and the rate and level of any such adoption; the Company’s ability to capture a substantial share of the market for alternative vehicle fuels and vehicle fuels generally and otherwise compete successfully in these markets; the potential adoption of government policies or programs or increased publicity or popular sentiment in favor of other vehicle fuels; the market’s perception of the benefits of RNG and conventional natural gas relative to other alternative vehicle fuels; natural gas vehicle and engine cost, fuel usage, availability, quality, safety, convenience, design, performance and residual value, as well as operator perception with respect to these factors, in general and in the Company’s key customer markets, including heavy-duty trucking; the Company’s ability to manage and grow its RNG business, including its ability to procure adequate supplies of RNG and generate revenues from sales of such RNG; the Company and its suppliers’ ability to successfully develop and operate projects and produce expected volumes of RNG; the potential commercial viability of livestock waste and dairy farm projects to produce RNG; the Company’s history of net losses and the possibility the Company incurs additional net losses in the future; the Company’s and its partners’ ability to acquire, finance, construct and develop other commercial projects; the Company’s ability to invest in hydrogen stations or modify its fueling stations to reform its RNG to fuel hydrogen and electric vehicles; the Company’s ability to realize the expected benefits from the commercial arrangement with Amazon and related transactions; future supply, demand, use and prices of crude oil, gasoline, diesel, natural gas, and other vehicle fuels, including overall levels of and volatility in these factors; changes in the competitive environment in which we operate, including potentially increasing competition in the market for vehicle fuels generally; the Company’s ability to manage and grow its business of transporting and selling CNG for non-vehicle purposes via virtual natural gas pipelines and interconnects, as well as its station design and construction activities; construction, permitting and other factors that could cause delays or other problems at station construction projects; the Company’s ability to execute and realize the intended benefits of any acquisitions, divestitures, investments or other strategic relationships or transactions; future availability of and our access to additional capital, which may include debt or equity financing, in the amounts and at the times needed to fund growth in the Company’s business and the repayment of its debt obligations (whether at or before their due dates) or other expenditures, as well as the terms and other effects of any such capital raising transaction; the Company’s ability to generate sufficient cash flows to repay its debt obligations as they come due; the availability of environmental, tax and other government legislation, regulations, programs and incentives that promote natural gas, such as AFTC, or other alternatives as a vehicle fuel, including long-standing support for gasoline- and diesel-powered vehicles and growing support for electric and hydrogen-powered vehicles that could result in programs or incentives that favor these or other vehicles or vehicle fuels over natural gas; the Company’s ability to comply with various registration and regulatory requirements related to its RNG projects; the effect of, or potential for changes to greenhouse gas emissions requirements or other environmental regulations applicable to vehicles powered by gasoline, diesel, natural gas or other vehicle fuels and crude oil and natural gas fueling, drilling, production, transportation or use; the Company’s ability to manage the safety and environmental risks inherent in its operations; the Company’s compliance with all applicable government regulations; the impact of the foregoing on the trading price of the Company’s common stock; and general political, regulatory, economic and market conditions.


Contacts

Investor Contact:
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News Media Contact:
Raleigh Gerber
Director of Corporate Communications
949.437.1397


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Multi-year order for Series 7 thin film solar modules with deliveries from 2025 to 2027

KANSAS CITY, Mo.--(BUSINESS WIRE)--#energystorage--Savion, LLC (Savion) today announced the agreement to purchase 2.6 gigawatts (GWdc) of high-performance, responsibly produced Series 7 thin film solar modules from First Solar, Inc. (Nasdaq: FSLR). The deal with Savion was booked prior to the release of First Solar’s Q3 2022 earnings in October 2022, and the modules are scheduled to be delivered between 2025 and 2027.


The passing of the Inflation Reduction Act (IRA) has been a critical component in Savion’s commitment to supporting the expansion of the manufactured renewables supply chain in the United States. The IRA strongly contributed to the agreement between Savion and First Solar, the only U.S.-headquartered company among the world’s largest solar manufacturers.

First Solar is expanding its U.S. manufacturing capacity, with a third factory expected to come online in Ohio in the first half of 2023 and a fourth factory under construction in Alabama expected to be commissioned by 2025. Both factories will produce the Series 7 modules ordered by Savion. First Solar’s new $1.1 billion Alabama factory and $185 million expansion of its existing manufacturing footprint in Ohio are expected to bring its total investment in American manufacturing to more than $4 billion. The company’s annual U.S. nameplate manufacturing capacity is forecast to expand to 10.6 GWdc by 2026. First Solar also announced a $270 million investment in a dedicated research and development (R&D) innovation center in Perrysburg, Ohio, expected to be completed in 2024.

As we accelerate our efforts to support America’s energy transition, we’re excited to move to an Independent Power Producer model,” said Nick Lincon, president of Savion and vice president of Onshore Renewables North America, Shell. “Our agreement with First Solar provides the certainty we need to execute our strategy. They share our values and strategic vision for increased domestic production efforts. Our team looks forward to working with the new Series 7 module, benefitting from its enhanced efficiencies and performance.”

Developed in close collaboration with Engineering, Procurement, and Construction (EPC) companies and structure and component providers, First Solar’s Series 7 modules combine the company’s thin-film cadmium telluride (CadTel) technology with a larger form factor and a new back rail mounting system to deliver improved efficiency, enhanced installation velocity, and superior lifetime energy performance for U.S. utility-scale PV projects.

Savion’s stringent assessment of its suppliers mirrors our own commitment to Responsible Solar, and we are delighted to welcome Savion to the growing ranks of customers choosing to mitigate their risks and boost their competitiveness by entering into long-term supply agreements with First Solar,” said Georges Antoun, chief commercial officer for First Solar. “Moreover, our customers don’t simply get a competitive, high-performance solar module. They get a product that sets the benchmark for responsibly produced, sustainable PV.”

About Savion

Savion, a Shell Group portfolio company operating on a stand-alone basis, is one of the largest, most technologically advanced utility-scale solar and energy storage project development companies in the United States. With a growing portfolio of more than 23 GW, Savion’s diverse team provides comprehensive services at each phase of renewable energy project development, from conception through construction. As part of this full-service model, Savion manages all aspects of development for customers, partners, and project host communities. Savion is committed to helping decarbonize the energy grid by replacing electric power generation with renewable sources and delivering cost-competitive electricity to the marketplace. For further information, visit www.savionenergy.com.

About First Solar, Inc.

First Solar is a leading American solar technology company and global provider of responsibly produced, eco-efficient solar modules advancing the fight against climate change. Developed at R&D labs in California and Ohio, the company’s advanced thin film photovoltaic (PV) modules represent the next generation of solar technologies, providing a competitive, high-performance, lower-carbon alternative to conventional crystalline silicon PV panels. From raw material sourcing and manufacturing through end-of-life module recycling, First Solar’s approach to technology embodies sustainability and a responsibility towards people and the planet. For more information, please visit www.firstsolar.com.

For First Solar Investors

This release contains forward-looking statements, which are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements concerning an order for 2.6 GWdc of solar modules by Savion; First Solar’s plan to invest approximately $1.1 billion in building a fourth factory in Alabama, and $185 million on expanding the capacity of its existing manufacturing footprint in Ohio; First Solar’s expectation that such investment will bring the company’s total investment in American manufacturing to over $4 billion, and its expectation that its annual US nameplate manufacturing capacity will expand to 10.6 GW by 2026; and our intention to invest approximately $270 million in a dedicated R&D innovation center and our expectation that, contingent upon permitting and pending approval of various state, regional and local incentives, this innovation center will be commissioned in 2024. These forward-looking statements are often characterized by the use of words such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “seek,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” “continue” and the negative or plural of these words and other comparable terminology. Forward-looking statements are only predictions based on our current expectations and our projections about future events and therefore speak only as of the date of this release. You should not place undue reliance on these forward-looking statements. We undertake no obligation to update any of these forward-looking statements for any reason, whether as a result of new information, future developments, or otherwise. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. These factors include, but are not limited to, the matters discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our most recent Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q, as supplemented by our other filings with the Securities and Exchange Commission.


Contacts

Media

Kelly Cooper
Savion, LLC Media Contact
Parris Communications
(816) 931-8900
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Reuven Proença
First Solar Media
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Investors

Robyn Remes
First Solar Investor Relations
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OMAHA, Neb.--(BUSINESS WIRE)--Werner Enterprises, Inc. (Nasdaq: WERN), one of the nation’s largest transportation and logistics companies, announced today that its Board of Directors declared a regular quarterly cash dividend of $0.13 (thirteen cents) per common share. This dividend will be paid on May 3, 2023, to stockholders of record at the close of business on April 17, 2023.


Werner Enterprises has paid a quarterly cash dividend to its stockholders every quarter since July 1987.

Werner Enterprises, Inc. delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2022 revenues of $3.3 billion, an industry-leading modern truck and trailer fleet, over 14,000 talented associates and our innovative Werner EDGE technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. Werner provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. As an industry leader, Werner is deeply committed to promoting sustainability and supporting diversity, equity and inclusion.


Contacts

John J. Steele
Executive Vice President, Treasurer
and Chief Financial Officer
(402) 894-3036

HOUSTON--(BUSINESS WIRE)--Westlake Corporation (NYSE: WLK) today announced that Westlake Epoxy’s European business received a 2022 Platinum Medal from EcoVadis, the world’s largest and most trusted provider of business sustainability ratings. Westlake Epoxy was also rated at this level in 2021 which positions it at the top 1% of companies assessed by EcoVadis.


Westlake Epoxy is a leading global producer of epoxy resins, modifiers and curing agents for high-performance materials. It serves a variety of industries including aerospace, automotive, civil engineering and construction, composites and wind energy, electronics, electrical equipment, and marine and protective coatings.

“Sustainability is key to Westlake’s strategy and integrated in our operations and product offering,” said Larry Schubert, vice president, corporate development and sustainability for Westlake Corporation. “This EcoVadis Platinum rating reaffirms our commitment to create a sustainable present and future. True to our Mission of Enhancing Your Life Every day.®

“Westlake Epoxy is delighted that EcoVadis has recognized its sustainability efforts by maintaining the Platinum rating. This external benchmark shows our progress to reduce our carbon footprint and climate impact. It is a strong encouragement for the growing group of our associates who are actively contributing to our CLEAN strategy,” said Ann Frederix, vice president, Westlake Epoxy. “Our materials and technical solutions are essential for our customers today and we are committed to providing the essential materials of their future.”

About Westlake

Westlake is a global manufacturer and supplier of materials and innovative products that enhance life every day. Headquartered in Houston, with operations in Asia, Europe and North America, we provide the building blocks for vital solutions — from building and construction, to packaging and healthcare, to automotive and consumer. For more information, visit the company's website at www.westlake.com.


Contacts

Westlake Corporation
Chip Swearngan, 1-713-960-9111

WARRENVILLE, Ill.--(BUSINESS WIRE)--Fuel Tech, Inc. (NASDAQ: FTEK), a technology company providing advanced engineering solutions for the optimization of combustion systems, emissions control and water treatment in utility and industrial applications, today announced the receipt of multiple air pollution control (APC) contracts from new and existing customers in the US, Europe and the Pacific Rim. These awards support projects serving various end markets, and have an aggregate value of approximately $5.2 million.


Two separate contracts were received from existing US utility customers for NOxOUT® Selective Non-Catalytic Reduction (SNCR) systems. Fuel Tech’s SNCR technology is a proven solution for utility and industrial combustion unit owners looking to comply with more stringent NOx control requirements. One order is for a coal-fired unit in the Midwest and the other is for a unit on the East Coast that fires oil and natural gas. The Company believes that the purchase of SNCR systems is being driven by the proposed EPA Good Neighbor Rule, which is expected to finalize in the first quarter of 2023. Equipment deliveries are expected in the second and third quarters of 2023.

An order was received in the US for two ULTRA® systems to be installed on natural gas-fired turbines at a university on the West Coast. Fuel Tech’s ULTRA process provides for the safe and cost-effective on-site conversion of urea to ammonia for use as a reagent where Selective Catalytic Reduction (SCR) is used to reduce NOx, eliminating the hazards associated with the transport, storage and handling of anhydrous or aqueous ammonia. Deliveries are expected to be completed in the third quarter of 2023.

Two additional orders in the US were received for ULTRA systems on the West Coast. The first contract was for three ULTRA systems to replace ammonia based equipment for SCR systems already deployed on package boilers at a medical facility. Deliveries are expected in the third quarter of 2023. The second ULTRA order was for an industrial unit firing natural gas at a paper production facility with an estimated second quarter 2023 delivery.

In Europe, separate orders were received for a NOxOUT SNCR system for a biomass-fired unit and for a system utilizing SCR technology for a gas turbine application; delivery of both orders is expected in the third quarter of 2023. In China, a spare parts order was received for a previously installed ULTRA system, and delivery is expected in the third quarter of 2023.

Vincent J. Arnone, President and Chief Executive Officer, commented, “We are pleased to announce these contract awards which represent continued growth of Fuel Tech’s ULTRA technology solution that provides a safe reagent alternative to ammonia for SCR systems near hospitals and universities as two specific market segments. The domestic SNCR awards will assist our customers’ needs as they seek to comply with current and future NOx reduction requirements generated by the EPA creating a final rule as a next phase of the Cross State Air Pollution Rule to meet the Good Neighbor provision of the Clean Air Act. The new Rule is expected to be issued in the next few weeks and could create a number of opportunities for both SNCR and SCR technology over the next several years.”

About Fuel Tech

Fuel Tech develops and commercializes state-of-the-art proprietary technologies for air pollution control, process optimization, water treatment, and advanced engineering services. These technologies enable customers to operate in a cost-effective and environmentally sustainable manner. Fuel Tech is a leader in nitrogen oxide (NOx) reduction and particulate control technologies and its solutions have been in installed on over 1,200 utility, industrial and municipal units worldwide. The Company’s FUEL CHEM® technology improves the efficiency, reliability, fuel flexibility, boiler heat rate, and environmental status of combustion units by controlling slagging, fouling, corrosion and opacity.

Water treatment technologies include DGI™ Dissolved Gas Infusion Systems which utilize a patented channel injector to deliver supersaturated oxygen solutions and other gas-water combinations to target process applications or environmental issues. This infusion process has a variety of applications in the water and wastewater industries, including remediation, aeration, biological treatment and wastewater odor management. Many of Fuel Tech’s products and services rely heavily on the Company’s exceptional Computational Fluid Dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software. For more information, visit Fuel Tech’s web site at www.ftek.com.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and reflect Fuel Tech’s current expectations regarding future growth, results of operations, cash flows, performance and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management. Fuel Tech has tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “plan,” “expect,” “estimate,” “intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to Fuel Tech and are subject to various risks, uncertainties, and other factors, including, but not limited to, those discussed in Fuel Tech’s Annual Report on Form 10-K in Item 1A under the caption “Risk Factors,” and subsequent filings under the Securities Exchange Act of 1934, as amended, which could cause Fuel Tech’s actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Fuel Tech undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in Fuel Tech’s filings with the Securities and Exchange Commission.


Contacts

Vince Arnone
President and Chief Executive Officer
(630) 845-4500

Devin Sullivan
Managing Director
The Equity Group Inc.
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DALLAS--(BUSINESS WIRE)--On February 28, 2023, Holly Energy Partners, L.P. (NYSE: HEP) (the "Partnership") filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The filing can be viewed through a link on the Partnership's internet website at www.hollyenergy.com by selecting the heading "Investors" and then the subheading "Financial Information."


Upon written request, limited partners and bondholders may receive free of charge a hard copy of the Partnership's Annual Report on Form 10-K (including complete audited financial statements). Requests should be communicated in writing to the Partnership's Vice President, Investor Relations, at 2828 N. Harwood, Suite 1300, Dallas, Texas 75201. Requests can also be made online by selecting “Printed Materials” on the “Investors” page of our website.

About Holly Energy Partners, L.P.:

Holly Energy Partners, L.P. (“HEP” or the “Partnership”), headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including subsidiaries of HF Sinclair Corporation. The Partnership, through its subsidiaries and joint ventures, owns and/or operates petroleum product and crude pipelines, tankage and terminals in Colorado, Idaho, Iowa, Kansas, Missouri, Nevada, New Mexico, Oklahoma, Texas, Utah, Washington and Wyoming, as well as refinery processing units in Kansas and Utah.


Contacts

Holly Energy Partners, L.P.
Craig Biery, 214-954-6511
Vice President, Investor Relations
or
Trey Schonter, 214-954-6511
Manager, Investor Relations

NEWCASTLE & HOUSTON--(BUSINESS WIRE)--TechnipFMC (NYSE: FTI) has been awarded a substantial(1) contract by Azule Energy to supply flexible pipe for the Agogo Integrated West Hub Development Project, offshore Angola.


The contract is one of TechnipFMC’s largest ever awards for flexible pipe in West Africa, and covers the engineering, procurement, and supply of jumpers, flowlines, risers, and all associated ancillary equipment. The flexible pipe will connect the new Agogo facility to the subsea production systems.

Azule Energy, a bp and Eni company, is the operator of Block 15/06 in Angola offshore, partnering with Sonangol P&P and SSI Fifteen Limited.

Jonathan Landes, President, Subsea at TechnipFMC, commented: “Our ability to meet Azule’s flexible pipe needs, which allows for optimized riser and flowline system configuration, was instrumental in winning this award. This is another example of our unique capability to support fast-track greenfield developments, and we are excited to be supporting Azule Energy and its partners on this project.”

(1) For TechnipFMC, a “substantial” contract is between $250 million and $500 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 “expect,” “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 energy 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
Senior Vice President, Investor Relations and Corporate Development
Tel: +1 281 260 3665
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James Davis
Senior Manager, Investor Relations
Tel: +1 281 260 3665
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Media relations
Nicola Cameron
Vice President, Corporate Communications
Tel: +44 1383 742297
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Catie Tuley
Director, Public Relations
Tel: +1 713 876 7296
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NEW YORK--(BUSINESS WIRE)--Getty Realty Corp. (NYSE: GTY) (the “Company”) today announced the pricing of an underwritten public offering of an aggregate of 3,000,000 shares of its common stock sold on a forward basis in connection with the forward sale agreements described below, for gross proceeds of approximately $100 million. The forward purchasers (or their affiliates) and the Company have also granted the underwriters of the offering a 30-day option to purchase up to an additional 450,000 shares of common stock. The offering is expected to close on March 3, 2023, subject to customary closing conditions.


BofA Securities and J.P. Morgan acted as book-running managers for the offering.

In connection with the offering, the Company expects to enter into separate forward sale agreements with each of BofA Securities and J.P. Morgan (or their respective affiliates), each referred to in this capacity as the forward purchaser. In connection with such forward sale agreements, the forward purchasers (or their affiliates) are expected to borrow from third parties and sell to the underwriters an aggregate of 3,000,000 shares of the Company’s common stock (or 3,450,000 shares if the underwriters’ option is exercised in full and the Company elects to execute additional forward sale agreements). Pursuant to the terms of each forward sale agreement, and subject to its right to elect cash or net share settlement, the Company is obligated to issue and deliver, upon physical settlement of such forward sale agreement on one or more dates specified by the Company, the number of shares of the Company’s common stock underlying such forward sale agreement in exchange for a cash payment per share equal to the forward sale price under such forward sale agreement. The Company expects to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the sale of its shares of common stock upon one or more such physical settlements within approximately one year from the date of the prospectus supplement relating to the offering.

The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers (or their affiliates). The Company intends to use the net proceeds from the offering and the net proceeds, if any, received upon the settlement of the forward sale agreements to fund property acquisitions, to repay indebtedness outstanding under its revolving credit facility, for working capital and other general corporate purposes, or a combination of the foregoing.

An automatic shelf registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (the “SEC”) and became effective on January 8, 2021. A preliminary prospectus supplement relating to the offering has been filed with the SEC. When available, copies of the prospectus supplement and related base prospectus for the offering may be obtained on the website of the SEC, www.sec.gov, or by contacting BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attention: Prospectus Department or by emailing This email address is being protected from spambots. You need JavaScript enabled to view it.; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attention: Prospectus Group by emailing This email address is being protected from spambots. You need JavaScript enabled to view it. or by calling toll free at (866) 803-9204.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of common stock, nor shall there be any sale of such common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

The offering of these securities may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

CERTAIN STATEMENTS CONTAINED HEREIN MAY CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEN THE WORDS “BELIEVES,” “EXPECTS,” “PLANS,” “PROJECTS,” “ESTIMATES,” “ANTICIPATES,” “PREDICTS,” “OUTLOOK” AND SIMILAR EXPRESSIONS ARE USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS AND ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. EXAMPLES OF FORWARD-LOOKING STATEMENTS INCLUDE BUT ARE NOT LIMITED TO STATEMENTS REGARDING THE EXPECTED SETTLEMENT OF THE FORWARD SALE AGREEMENTS AND THE USE OF PROCEEDS THEREFROM (IF ANY).

INFORMATION CONCERNING FACTORS THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS CAN BE FOUND IN THE COMPANY’S PERIODIC REPORTS FILED WITH THE SEC. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES OR REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

About Getty Realty Corp.

Getty Realty Corp. is a publicly traded, net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. As of December 31, 2022, the Company’s portfolio included 1,039 freestanding properties located in 38 states across the United States and Washington, D.C.


Contacts

Investor Relations
(646) 349-0822
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WESTLAKE, Ohio--(BUSINESS WIRE)--TravelCenters of America Inc. (Nasdaq: TA) today announced financial results for the three months and year ended December 31, 2022.


Fourth Quarter 2022 Highlights:

  • Net income of $46.8 million increased by $34.0 million, or 266.0%, and adjusted net income of $44.6 million improved by $31.4 million, or 238.1%, as compared to the prior year period.
  • Adjusted EBITDA of $99.2 million increased by $46.3 million, or 87.5%, as compared to the prior year period.
  • Adjusted EBITDAR was $164.2 million.
  • Cash and cash equivalents of $416.0 million and availability under TA’s revolving credit facility of $166.0 million for total liquidity of $582.0 million as of December 31, 2022.
  • The following table presents detailed results for TA’s fuel sales for the 2022 and 2021 fourth quarters.

(in thousands, except per gallon amounts)

Three Months Ended
December 31,

 

 

 

2022

 

 

2021

 

Change

Fuel sales volume (gallons):

 

 

 

 

 

Diesel fuel

 

501,831

 

 

510,777

 

(1.8

)%

Gasoline

 

62,286

 

 

66,135

 

(5.8

)%

Total fuel sales volume

 

564,117

 

 

576,912

 

(2.2

)%

 

 

 

 

 

 

Fuel gross margin

$

167,862

 

$

109,060

 

53.9

%

Fuel gross margin per gallon

$

0.298

 

$

0.189

 

57.7

%

  • The following table presents detailed results for TA’s nonfuel revenues for the 2022 and 2021 fourth quarters.

(in thousands)

Three Months Ended
December 31,

 

 

 

2022

 

 

 

2021

 

 

Change

Nonfuel revenues:

 

 

 

 

 

Store and retail services

$

191,031

 

 

$

187,043

 

 

2.1

%

Truck service

 

195,949

 

 

 

181,559

 

 

7.9

%

Restaurant

 

83,050

 

 

 

77,061

 

 

7.8

%

Diesel exhaust fluid

 

47,808

 

 

 

40,282

 

 

18.7

%

Total nonfuel revenues

$

517,838

 

 

$

485,945

 

 

6.6

%

 

 

 

 

 

 

Nonfuel gross margin

$

314,742

 

 

$

291,848

 

 

7.8

%

Nonfuel gross margin percentage

 

60.8

%

 

 

60.1

%

 

70 pts

Merger Agreement:

On February 16, 2023, TA announced that it has entered into a merger agreement with BP Products North America Inc., or BP, a subsidiary of BP p.l.c. (NYSE: BP), pursuant to which BP will acquire all of the outstanding shares of TA common stock for $86.00 per share in cash. The transaction is expected to close by mid-year 2023, subject to customary closing conditions, including shareholder and regulatory approval.

Fourth Quarter 2022 Conference Call:

As a result of the merger agreement announcement, TA will not hold a conference call for its results for the fourth quarter and full year 2022.

Reconciliations to GAAP:

Adjusted net income, adjusted net income per share of common stock attributable to common stockholders, EBITDA, adjusted EBITDA, and adjusted EBITDAR are non-GAAP financial measures. The U.S. generally accepted accounting principles, or GAAP, financial measures that are most directly comparable to the non-GAAP measures disclosed herein are included in the supplemental tables below.

About TravelCenters of America Inc.

TravelCenters of America Inc. (Nasdaq: TA) is the nation’s largest publicly traded full-service travel center network. Founded in 1972 and headquartered in Westlake, Ohio, its more than 18,000 team members serve guests in 281 locations in 44 states, principally under the TA®, Petro Stopping Centers® and TA Express® brands. Offerings include diesel and gasoline fuel, truck maintenance and repair, full-service and quick-service restaurants, travel stores, car and truck parking and other services dedicated to providing great experiences for its guests. TA is committed to sustainability, with its specialized business division, eTA, focused on sustainable energy options for professional drivers and motorists, while leveraging alternative energy to support its own operations. TA operates over 600 full-service and quick-service restaurants and nine proprietary brands, including Iron Skillet® and Country Pride®. For more information, visit www.ta-petro.com.

TRAVELCENTERS OF AMERICA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars in thousands, except per share amounts)

 

 

Three Months Ended

December 31,

 

Year Ended

December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Revenues:

 

 

 

 

 

 

 

Fuel

$

2,136,591

 

 

$

1,543,809

 

 

$

8,707,282

 

 

$

5,374,695

 

Nonfuel

 

517,838

 

 

 

485,945

 

 

 

2,123,223

 

 

 

1,946,732

 

Rent and royalties from franchisees

 

3,362

 

 

 

3,768

 

 

 

14,485

 

 

 

15,417

 

Total revenues

 

2,657,791

 

 

 

2,033,522

 

 

 

10,844,990

 

 

 

7,336,844

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Fuel product cost

 

1,968,729

 

 

 

1,434,749

 

 

 

8,137,469

 

 

 

4,981,903

 

Nonfuel product cost

 

203,096

 

 

 

194,097

 

 

 

841,845

 

 

 

771,292

 

Site level operating expense

 

268,507

 

 

 

247,287

 

 

 

1,057,371

 

 

 

955,385

 

Selling, general and administrative expense

 

55,855

 

 

 

43,273

 

 

 

190,061

 

 

 

155,355

 

Real estate rent expense

 

64,960

 

 

 

64,249

 

 

 

259,713

 

 

 

255,627

 

Depreciation and amortization expense

 

29,438

 

 

 

24,263

 

 

 

109,698

 

 

 

96,507

 

Other operating income, net

 

(2,261

)

 

 

(1,633

)

 

 

(4,056

)

 

 

(2,275

)

 

 

 

 

 

 

 

 

Income from operations

 

69,467

 

 

 

27,237

 

 

 

252,889

 

 

 

123,050

 

 

 

 

 

 

 

 

 

Interest expense, net

 

9,277

 

 

 

11,820

 

 

 

41,780

 

 

 

46,786

 

Other (income) expense, net

 

(1,348

)

 

 

(857

)

 

 

(4,560

)

 

 

810

 

Income before income taxes

 

61,538

 

 

 

16,274

 

 

 

215,669

 

 

 

75,454

 

Provision for income taxes

 

(14,737

)

 

 

(3,488

)

 

 

(51,609

)

 

 

(17,263

)

Net income

 

46,801

 

 

 

12,786

 

 

 

164,060

 

 

 

58,191

 

Less: net loss for noncontrolling interest

 

 

 

 

 

 

 

 

 

 

(333

)

Net income attributable to

common stockholders

$

46,801

 

 

$

12,786

 

 

$

164,060

 

 

$

58,524

 

 

 

 

 

 

 

 

 

Net income per share of common stock

attributable to common stockholders:

 

 

 

 

 

 

 

Basic and diluted

$

3.14

 

 

$

0.87

 

 

$

11.04

 

 

$

4.01

 

 

 

 

 

 

 

 

 

Weighted average vested shares of

common shares

 

14,440

 

 

 

14,290

 

 

 

14,397

 

 

 

14,252

 

Weighted average unvested shares of

common shares

 

467

 

 

 

343

 

 

 

463

 

 

 

336

 

These financial statements should be read in conjunction with TAs Annual Report on Form 10-K for the year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission.

TRAVELCENTERS OF AMERICA INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND OTHER DATA

(dollars in thousands, except for amounts listed in the footnotes to the tables below or unless indicated otherwise)

TA believes the non-GAAP financial measures presented in the tables below are meaningful supplemental disclosures. Management uses these measures in developing internal budgets and forecasts and analyzing TA’s performance and believes that they may help investors gain a better understanding of changes in TA’s operating results and its ability to pay rent or service debt when due, make capital expenditures and expand its business. These non-GAAP financial measures also may help investors to make comparisons between TA and other companies and to make comparisons of TA’s financial and operating results between periods.

The non-GAAP financial measures TA presents should not be considered as alternatives to net income attributable to common stockholders, net income, income from operations, or net income per share of common stock attributable to common stockholders as an indicator of TA’s operating performance or as a measure of TA’s liquidity. Also, the non-GAAP financial measures TA presents may not be comparable to similarly titled amounts calculated by other companies.

TA believes that adjusted net income, adjusted net income per share of common stock attributable to common stockholders, EBITDA and adjusted EBITDA are meaningful disclosures that may help investors to better understand TA’s financial performance by providing financial information that represents the operating results of TA’s operations without the effects of items that do not result directly from TA’s normal recurring operations and may allow investors to better compare TA’s performance between periods and to the performance of other companies. TA calculates EBITDA as net income before interest, income taxes and depreciation and amortization expense, as shown below. TA calculates adjusted EBITDA by excluding items that it considers not to be normal, recurring, cash operating expenses or gains or losses.

In addition, TA believes that, because it leases a majority of its travel centers, presenting adjusted EBITDAR may help investors compare the value of TA against companies that own and finance ownership of their properties with debt financing, since this measure eliminates the effects of variability in leasing methods and capital structures. This measure may also help investors evaluate TA’s valuation if it owned its leased properties and financed that ownership with debt, in which case the interest expense TA incurred for that debt financing would be added back when calculating EBITDA. Adjusted EBITDAR is presented solely as a valuation measure and should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income because it excludes the real estate rent expense associated with TA’s leases and it is presented for the limited purposes referenced herein. TA calculates EBITDAR as net income before interest, income taxes, real estate rent expense and depreciation and amortization expense and adjusted EBITDAR by excluding items that it considers not to be normal, recurring, cash operating expenses or gains or losses.

TA believes that net income is the most directly comparable GAAP financial measure to adjusted net income, EBITDA, adjusted EBITDA and adjusted EBITDAR, and that net income per share of common stock attributable to common stockholders is the most directly comparable GAAP financial measure to adjusted net income per share of common stock attributable to common stockholders.

The following tables present the reconciliations of the non-GAAP financial measures to the respective most directly comparable GAAP financial measures for the three months and years ended December 31, 2022 and 2021.

Calculation of adjusted net income:

 

Three Months Ended
December 31,

 

Year Ended

December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Net income

 

$

46,801

 

 

$

12,786

 

 

$

164,060

 

 

$

58,191

 

Add: QSL impairment(1)

 

 

 

 

 

 

 

 

 

 

 

650

 

Add: Costs related to the exit of TA’s Canadian travel center(2)

 

 

 

 

 

 

 

 

1,005

 

 

 

 

Add: Costs related to acquisitions(3)

 

 

 

 

 

 

 

 

826

 

 

 

 

Add: Equity investment ownership dilution(4)

 

 

802

 

 

 

 

 

 

802

 

 

 

1,826

 

Add: Employee retention tax credit(5)

 

 

 

 

 

1,644

 

 

 

 

 

 

1,644

 

Less: Gain on sale of assets, net (6)

 

 

 

 

 

 

 

 

 

 

 

(897

)

Less: Net gain on insurance settlement and recoveries(7)

 

 

(1,860

)

 

 

(1,109

)

 

 

(3,844

)

 

 

(1,109

)

Less: Tax impact of adjusting items(8)

 

 

(1,165

)

 

 

(135

)

 

 

(1,127

)

 

 

(533

)

Adjusted net income

 

$

44,578

 

 

$

13,186

 

 

$

161,722

 

 

$

59,772

 

TRAVELCENTERS OF AMERICA INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND OTHER DATA

(dollars in thousands, except for amounts listed in the footnotes to the tables below or unless indicated otherwise)

 
Calculation of adjusted net income per share of

common stock attributable to common stockholders

(basic and diluted):

 

Three Months Ended
December 31,

 

Year Ended

December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Net income per share of common stock attributable

to common stockholders (basic and diluted)

 

$

3.14

 

 

$

0.87

 

 

$

11.04

 

 

$

4.01

 

Add: QSL impairment(1)

 

 

 

 

 

 

 

 

 

 

 

0.04

 

Add: Costs related to the exit of TA’s Canadian travel center(2)

 

 

 

 

 

 

 

 

0.07

 

 

 

 

Add: Costs related to acquisitions(3)

 

 

 

 

 

 

 

 

0.06

 

 

 

 

Add: Equity investment ownership dilution(4)

 

 

0.05

 

 

 

 

 

 

0.05

 

 

 

0.13

 

Add: Employee retention tax credit(5)

 

 

 

 

 

0.11

 

 

 

 

 

 

0.11

 

Less: Gain on sale of assets, net(6)

 

 

 

 

 

 

 

 

 

 

 

(0.06

)

Less: Net gain on insurance settlement and recoveries(7)

 

 

(0.12

)

 

 

(0.08

)

 

 

(0.26

)

 

 

(0.08

)

Less: Tax impact of adjusting items(8)

 

 

(0.08

)

 

 

(0.01

)

 

 

(0.08

)

 

 

(0.04

)

Adjusted net income per share of common stock

attributable to common stockholders (basic and diluted)

 

$

2.99

 

 

$

0.89

 

 

$

10.88

 

 

$

4.11

 

Calculation of EBITDA and adjusted EBITDA:

 

Three Months Ended
December 31,

 

Year Ended

December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Net income

 

$

46,801

 

 

$

12,786

 

 

$

164,060

 

 

$

58,191

 

Add: Provision for income taxes

 

 

14,737

 

 

 

3,488

 

 

 

51,609

 

 

 

17,263

 

Add: Depreciation and amortization expense

 

 

29,438

 

 

 

24,263

 

 

 

109,698

 

 

 

96,507

 

Add: Interest expense, net

 

 

9,277

 

 

 

11,820

 

 

 

41,780

 

 

 

46,786

 

EBITDA

 

 

100,253

 

 

 

52,357

 

 

 

367,147

 

 

 

218,747

 

Add: Costs related to the exit of TA’s Canadian travel center(2)

 

 

 

 

 

 

 

 

1,005

 

 

 

 

Add: Costs related to acquisitions(3)

 

 

 

 

 

 

 

 

826

 

 

 

 

Add: Equity investment ownership dilution(4)

 

 

802

 

 

 

 

 

 

802

 

 

 

1,826

 

Add: Employee retention tax credit(5)

 

 

 

 

 

1,644

 

 

 

 

 

 

1,644

 

Less: Gain on the sale of assets, net(6)

 

 

 

 

 

 

 

 

 

 

 

(897

)

Less: Net gain on insurance settlement and recoveries(7)

 

 

(1,860

)

 

 

(1,109

)

 

 

(3,844

)

 

 

(1,109

)

Adjusted EBITDA

 

$

99,195

 

 

$

52,892

 

 

$

365,936

 

 

$

220,211

 

Calculation of adjusted EBITDAR:

Three Months Ended

December 31,

 

Year Ended

December 31,

2022

 

2022

Adjusted EBITDA

$

99,195

 

$

365,936

Add: Real estate rent expense

 

64,960

 

 

259,713

Adjusted EBITDAR

$

164,155

 

$

625,649

TRAVELCENTERS OF AMERICA INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND OTHER DATA

(dollars in thousands, except for amounts listed in the footnotes to the tables below or unless indicated otherwise)

 

 

Total fuel gross margin and nonfuel revenues:

 

Three Months Ended

December 31,

 

Year Ended

December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

Fuel gross margin

 

$

167,862

 

$

109,060

 

$

569,813

 

$

392,792

Non fuel revenues

 

 

517,838

 

 

485,945

 

 

2,123,223

 

 

1,946,732

Total fuel gross margin and nonfuel revenues

 

$

685,700

 

$

595,005

 

$

2,693,036

 

$

2,339,524

(1)

QSL Impairment. On April 21, 2021 TA completed the sale of its Quaker Steak & Lube, or QSL, business for $5.0 million, excluding costs to sell and certain closing adjustments. TA recorded a pre-sale impairment charge relating to its QSL business, which is included in depreciation and amortization expense in TA’s consolidated statement of operations and comprehensive income. Refer to note 6 below for more information on the sale of QSL.

 

(2)

Costs Related to the Exit of TA’s Canadian Travel Center. On April 26, 2022, TA ceased operations at its only travel center located in Woodstock, Canada, During 2022, TA recognized expense of $0.4 million for employee termination benefits and $0.6 million of environmental costs associated with the closure of its Woodstock travel center, which were included in site level operating expense in TA’s consolidated statements of operations and comprehensive income.

 

(3)

Costs Related to Acquisitions. TA incurred costs for success fees related to the completion of certain acquisitions, which were included in other operating expense (income), net in TA’s consolidated statements of operations and comprehensive income.

 

(4)

Equity Investment Ownership Dilution. During 2022, TA recognized a loss of $0.8 million related to its ownership withdrawal from Epona, LLC, owner of QuikQ LLC, an equity method investment. During 2021, the investment was reduced to less than 50%, for which a loss of $1.8 million was recorded. These losses were included in other (income) expense, net in TA’s consolidated statements of operations and comprehensive income.

 

(5)

Employee Retention Tax Credit. As a result of the Coronavirus Aid, Relief and Economic Security Act, enacted by the U.S. government on March 27, 2020, TA recognized expenses relating to refundable payroll tax credits in site level operating expense in TA’s consolidated statements of operations and comprehensive income.

 

(6)

Gain on Sale of Assets, Net. In May 2021, TA sold a property located in Mesquite, Texas for a sales price of $2.2 million, excluding selling costs. TA recognized a gain on the sale of $1.5 million. On April 21, 2021, TA completed the sale of its QSL business for $5.0 million, excluding costs to sell and certain closing adjustments. TA recognized a loss on the sale of $0.6 million. The gain and loss on the sale of assets were included in other operating income, net in TA’s consolidated statements of operations and comprehensive income.

 

(7)

Net Gain on Insurance Settlement and Recoveries. TA pursued the settlement of a claim and other recoveries under its property and business interruption insurance policies. During the fourth quarter of 2022, TA recognized a net gain of $1.9 million related to a claim settlement. During the first quarter of 2022 and fourth quarter of 2021, TA recognized a net gain of $2.0 million and $1.1 million, respectively, related to property and business interruption insurance other recoveries. These gains were included in other operating income, net in TA’s consolidated statements of operations and comprehensive income.

 

(8)

Tax Impact of Adjusting Items. TA calculated the income tax impact of the adjustments described above by using the expected tax accounting treatment and estimated statutory income tax rate for the jurisdiction of each adjusting item.

TRAVELCENTERS OF AMERICA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(dollars in thousands)

 

 

December 31,

 

 

2022

 

 

2021

Assets:

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

416,012

 

$

536,002

Accounts receivable, net

 

206,622

 

 

111,392

Inventory

 

272,074

 

 

191,843

Other current assets

 

47,192

 

 

37,947

Total current assets

 

941,900

 

 

877,184

 

 

 

 

Property and equipment, net

 

999,404

 

 

831,427

Operating lease assets

 

1,576,538

 

 

1,659,526

Goodwill

 

37,110

 

 

22,213

Intangible assets, net

 

14,485

 

 

10,934

Other noncurrent assets

 

83,470

 

 

107,217

Total assets

$

3,652,907

 

$

3,508,501

 

 

 

 

Liabilities and Stockholders’ Equity:

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

253,571

 

$

206,420

Current operating lease liabilities

 

113,940

 

 

118,005

Other current liabilities

 

216,138

 

 

194,853

Total current liabilities

 

583,649

 

 

519,278

 

 

 

 

Long term debt, net

 

524,206

 

 

524,781

Noncurrent operating lease liabilities

 

1,551,027

 

 

1,655,359

Other noncurrent liabilities

 

120,819

 

 

106,230

Total liabilities

 

2,779,701

 

 

2,805,648

 

 

 

 

Stockholders’ equity (15,105 and 14,839 shares of common stock outstanding

as of December 31, 2022 and 2021, respectively)

 

873,206

 

 

702,853

Total liabilities and stockholders’ equity

$

3,652,907

 

$

3,508,501

These financial statements should be read in conjunction with TAs Annual Report on Form 10-K for the year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission.

Warning Concerning Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever TA uses words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions, TA is making forward-looking statements. These forward-looking statements are based upon TA’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by TA’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond TA’s control. Among others, the forward-looking statements which appear in this press release that may not occur include:

  • Statements about the ability of TA and BP to consummate the proposed merger transaction on a timely basis or at all; and the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner.

The information contained in TA’s periodic reports, including TA’s Annual Report on Form 10-K for the year ended December 31, 2022, which has been or will be filed with the U.S. Securities and Exchange Commission, or SEC, under the captions “Warning Concerning Forward-Looking Statements” and “Risk Factors” and elsewhere in that report, or incorporated therein, identifies other important factors that could cause differences from TA’s forward-looking statements. TA’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon forward-looking statements. Except as required by law, TA does not intend to update or change any forward-looking statement as a result of new information, future events or otherwise.


Contacts

Stephen Colbert, Director of Investor Relations
(617) 796-8251
www.ta-petro.com

HANAU, Germany--(BUSINESS WIRE)--#FusionEnergy--Gauss Fusion GmbH is a greentech venture founded in 2022 by various European companies from Germany, France, Italy and Spain with extensive experience in fusion technology. In February 2023, Gauss Fusion completed a founders’ pre-seed financing round with €8 million in seed capital, marking a first milestone on the way to a clean and secure energy source to complement renewable energies.



The Gauss Fusion Initiative has set itself the goal of bringing the first European GW-class (electric) fusion power plant (Gauss GIGA fusion power plant) on stream by 2045. The initiative is characterized by its strong industrial leadership and close cooperation with renowned European research institutes and experienced technology experts, including the Max Planck Institute for Plasma Physics (IPP) and the Karlsruhe Institute of Technology (KIT). At present, fusion energy is primarily being developed within the framework of international state-financed large-scale projects. Gauss Fusion now offers support to this process, which has the potential to accelerate the development of clean fusion energy generation “at venture speed” thanks to efficient structures. Gauss Fusion is a proponent of an entrepreneurial path to a considerable acceleration of fusion energy in a close “public-private partnership” (PPP) with national and European institutions.

Developing clean and safe energy sources for a modern “net-zero” society is THE key challenge of our time. The entirety of the energy supply cannot be covered by renewable energies alone, not least because of the space requirements and the natural fluctuations in the generation of solar and wind energy. A supplementary energy source is needed that delivers the base load cleanly, safely, reliably and efficiently, and allows the continuous production of green hydrogen.

Under its motto of “Fusion with Integrity”, Gauss Fusion is pursuing the ambitious but realistic goal of providing green energy through magnetic fusion – without raising any false expectations. Dr. Frank Laukien, co-founder and Chairman of the Advisory Board of Gauss Fusion GmbH, is all too aware of this: “To develop a European magnetic fusion power plant – and not just a pilot or demonstration plant – by 2045 is an ambitious but realistic goal that we can achieve not only thanks to our soundly researched technology, but also through our public-private partnership approach. We expect synergies to emerge from our industrial organizational structure and the cooperation with excellent scientists and institutes with substantial experience in magnetic fusion and plasma physics.”

The close cooperation between industry and science also has won over Prof. Sibylle Günter, scientific director of the IPP: “We look forward to working with Gauss Fusion to help build a fusion power plant as quickly as possible. We are delighted that industrial companies and investors in Germany and Europe now also want to promote fusion energy. This can greatly speed up our journey to a magnetic fusion power plant.”

Frédérick Bordry, former Director of Accelerators and Technology and Honorary Member of CERN, adds: “Fusion on the Sun has been taking place for more than 4.5 billion years and is essential for life on earth. Reproducing it and controlling it in reactors would give us access to an important and sustainable source of decarbonized energy. Decisive progress has recently been made in the field of fusion energy, and I am confident that Gauss Fusion will significantly accelerate integration of the technologies needed to build a grid-connected reactor. It will be the result of an alliance of leading industries, scientists and institutes. Such a reactor could be operational as early as 2045 and I am proud and honored to chair the Gauss Fusion Strategic and Scientific Advisory Board.”

Fusion energy is gaining relevance in political discourse in the EU

Ever since scientists in the US made an historic breakthrough in fusion in mid-December last year, when more energy was produced than consumed for the first time ever by fusing hydrogen isotopes, fusion has become the focus of political attention as a clean and safe source of energy. The German Federal Ministry of Education and Research is also leading the way in this regard and wants to increase its involvement in fusion research.

At the same time, Gauss Fusion will work together with renowned magnetic-fusion scientists and engineers in an initial exploratory and research phase on the necessary industrialization, maintenance and safety concepts, in order to then start with the design and development of the commercial prototype of a GW-class (electric) fusion power plant in phase 2.

Frank Laukien: “I’m pleased that many political decision-makers in Germany, in other European countries, and the EU have recognized the opportunities offered by fusion energy, as we can see from the recent joint statement by Federal Chancellor Olaf Scholz and French President Emmanuel Macron, made on the occasion of the 60th anniversary of the signing of the Élysée Treaty. In addition, we expect leading partners from the energy industry to join the Gauss Fusion initiative in the near future.”

About Gauss Fusion:
Gauss Fusion GmbH was founded in 2022 with locations in Germany and is planning to expand to other European countries over time, with the aim of dramatically accelerating the most advanced developments in high-field magnetic fusion, and subsequently the first fusion power plants on the grid. Founding companies and strategic partners from the fusion technology industry are Alcen (France), ASG Superconductors (Italy), Bruker EAS (Germany), IDOM (Spain), and RI Research Instruments (Germany). Co-founder and Executive Chairman is the German national Dr. Frank Laukien, President and CEO of the international Bruker Corporation. In addition to the Advisory Board, which is made up of founders’ representatives, a Strategic & Scientific Advisory Board (SSAB) made up of renowned European scientists and fusion experts will support the development of fusion technology and the Gauss fusion power plant.

For more information, see:
Gauss Fusion – Leading Europe to build Fusion Power Plants (gauss-fusion.com)
Gauss Fusion: Overview | LinkedIn


Contacts

Media:
Martina Rauch
This email address is being protected from spambots. You need JavaScript enabled to view it.
Mobile: +49 170 71 41 856

AUSTIN, Texas--(BUSINESS WIRE)--Hyliion Holdings Corp. (NYSE: HYLN) (“Hyliion”), a leader in electrified powertrain solutions for Class 8 semi-trucks, today reported its fourth-quarter and full-year 2022 financial results.


Key Business Highlights

  • Achieved new Hypertruck ERX™ commercialization milestone
  • Obtained a 10-unit order for the Hypertruck ERX powertrain from DSV Logistics
  • Announcing collaboration with Hyzon Motors to jointly develop a fuel cell powered truck
  • Met 2022 revenue guidance
  • Ended 2022 with $422 million of available capital on the balance sheet
  • 2023 operating expense guidance of $130 - $140 million

Executive Commentary

“We remained on track by hitting all our commercialization milestones for the Hypertruck ERX powertrain in 2022. The year was marked by many impactful accomplishments for Hyliion. We achieved our revenue guidance for Hybrid, including full truck sales, we acquired the KARNO™ generator technology from GE, and we obtained 210 orders for production slots for the Hypertruck ERX powertrain,” said Hyliion’s Founder and CEO, Thomas Healy.

Hypertruck ERX System Development

In the fourth quarter, the Company continued the design-verification phase of its Hypertruck ERX system with additional controlled fleet trials, most recently with Ruan Transportation. The Company also launched winter testing.

Overall, Hyliion remains on schedule to start Hypertruck ERX system production in late 2023, as the Company continues to achieve the previously-announced commercialization milestones. This marks the fifth consecutive quarter that the Company has met the commercialization milestones initially laid out on the third-quarter 2021 earnings call.

Hypertruck ERX System Orders

During the fourth quarter the Company received 10 Hypertruck ERX system orders from DSV Logistics, with an option to buy 10 additional units. DSV is one of the largest third-party logistics companies in the world and is focused on expanding its business in the U.S. As the Company nears completion of its development and testing milestones for the Hypertruck ERX system later in 2023, it expects to see an uptick in additional customer orders for delivery in 2024.

Hyzon Motors Collaboration

The Company is announcing a new agreement with Hyzon Motors to develop a fuel cell powered vehicle. This development is the third step in the Company’s multi-stage product roadmap towards a hydrogen future. The vehicle will use Hyliion’s electric powertrain system and Hyzon’s fuel cell technology as the generator. The powertrain will be integrated into a Peterbilt chassis.

“Today, we are announcing an innovative collaboration with Hyzon Motors to jointly develop a fuel cell powered vehicle. Hyzon is an industry leader in developing and manufacturing fuel cells purpose-built for heavy-duty applications, and Hyliion is an industry leader in electric powertrain solutions. We are excited about having the opportunity for our teams to work together,” said Hyliion’s Founder and CEO, Thomas Healy.

Financial Highlights, Operating Expense and 2023 Guidance

In the fourth quarter, the Company recorded $1.1 million in revenue related to Hybrid sales. The Company’s fourth quarter operating expenses totaled $31.6 million for the quarter, $5 million higher than a year ago, mainly due to higher research and development spending. Hyliion ended the fourth quarter with $422 million of cash, short-term and long-term investments, which is expected to be sufficient to fund current commercialization activities for the Hypertruck ERX powertrain, as well as initial development activities for the KARNO product and the Hyzon Motors collaboration project.

For full-year 2022, Hyliion’s net loss totaled $153.4 million, or $124.6 million excluding $28.8 million of one-time research and development expenses related to the KARNO generator acquisition in the third quarter, up $28.5 million (excluding the KARNO acquisition) compared to a $96.0 million net loss in the prior year.

Looking forward, the Company expects full-year 2023 operating expenses to be in the $130 to $140 million range. This estimate reflects continued focus on delivering the Hypertruck ERX system in late 2023 and efforts to develop the KARNO generator technology, the Hyzon fuel cell collaboration project, and other development projects. The Company is also expecting SG&A spending growth to level off in 2023 as it invests further in in-house engineering and development resources.

Fourth Quarter 2022 Conference Call

Hyliion will host a conference call and accompanying webcast at 11:00 a.m. EST / 10:00 a.m. CST on Wednesday, March 1 to discuss its financial and business results, and outlook. The live webcast of the call, as well as an archived replay following, will be available online on the Investor Relations section of Hyliion’s website. Those wishing to participate can access the call using the links below:

Conference Call Online Registration:
https://conferencingportals.com/event/vjUOPPlo
Access the Webcast:
https://events.q4inc.com/attendee/357822431

Full-year 2022 financial results for Hyliion Holdings Corp. will also be filed with the SEC on Form 10-K.

About Hyliion

Hyliion’s mission is to reduce the carbon intensity and greenhouse gas (GHG) emissions of Class 8 semi-trucks by being a leading provider of electrified powertrain solutions. Hyliion offers fleets efficient and practical systems to decrease fuel and operating expenses while seamlessly integrating with their existing fleet operations. Headquartered in Austin, Texas, Hyliion designs, develops, and sells electrified powertrain solutions that can be installed on most major Class 8 semi-trucks, and leverages advanced software algorithms and data analytics to improve overall efficiencies. Hyliion’s goal is to transform the commercial transportation industry’s environmental impact at scale. For more information, visit www.hyliion.com.

Forward Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Hyliion and its future financial and operational performance, as well as its strategy, future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Hyliion expressly disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this press release. Hyliion cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Hyliion. These risks include, but are not limited to, our status as an early stage the Company with a history of losses, and our expectation of incurring significant expenses and continuing losses for the foreseeable future; our ability to develop to develop key commercial relationships with suppliers and customers; our ability to retain the services of Thomas Healy, our Chief Executive Officer; our ability to disrupt the powertrain market; the effects of our dynamic and proprietary solutions on commercial truck customers; the ability to accelerate the commercialization of the Hypertruck ERX; our ability to meet 2023 and future product milestones; the impact of COVID-19 on long-term objectives; the ability of our solutions to reduce carbon intensity and greenhouse gas emissions, the expected performance and integration of the KARNO generator and system, and the other risks and uncertainties described under the heading “Risk Factors” in our other SEC filings including in our Annual Report (See item 1A. Risk Factors) on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2023 for the year ended December 31, 2022. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Hyliion’s operations and projections can be found in its filings with the SEC. Hyliion’s SEC Filings are available publicly on the SEC’s website at www.sec.gov, and readers are urged to carefully review and consider the various disclosures made in such filings.

HYLIION HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollar amounts in thousands, except share and per share data)

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

 

(Unaudited)

 

 

 

 

Revenues

 

 

 

 

 

 

 

Product sales and other

$

1,095

 

 

$

200

 

 

$

2,106

 

 

$

200

 

Total revenues

 

1,095

 

 

 

200

 

 

 

2,106

 

 

 

200

 

Cost of revenues

 

 

 

 

 

 

 

Product sales and other

 

1,618

 

 

 

2,737

 

 

 

8,778

 

 

 

2,737

 

Total cost of revenues

 

1,618

 

 

 

2,737

 

 

 

8,778

 

 

 

2,737

 

Gross loss

 

(523

)

 

 

(2,537

)

 

 

(6,672

)

 

 

(2,537

)

Operating expenses

 

 

 

 

 

 

 

Research and development

 

21,827

 

 

 

17,390

 

 

 

110,370

 

 

 

58,261

 

Selling, general and administrative

 

9,733

 

 

 

9,188

 

 

 

41,988

 

 

 

35,299

 

Total operating expenses

 

31,560

 

 

 

26,578

 

 

 

152,358

 

 

 

93,560

 

Loss from operations

 

(32,083

)

 

 

(29,115

)

 

 

(159,030

)

 

 

(96,097

)

Interest income

 

2,658

 

 

 

218

 

 

 

5,724

 

 

 

779

 

Gain (loss) on impairment and disposal of assets

 

70

 

 

 

(730

)

 

 

(19

)

 

 

(730

)

Other expense, net

 

(32

)

 

 

 

 

 

(32

)

 

 

 

Net loss

$

(29,387

)

 

$

(29,627

)

 

$

(153,357

)

 

$

(96,048

)

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

$

(0.16

)

 

$

(0.17

)

 

$

(0.87

)

 

$

(0.56

)

 

 

 

 

 

 

 

 

Weighted-average shares outstanding, basic and diluted

 

179,719,018

 

 

 

173,325,727

 

 

 

175,400,486

 

 

 

172,216,477

 

HYLIION HOLDINGS CORP.

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except share data)

 

 

December 31,

 

 

2022

 

 

2021

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

119,468

 

$

258,445

Accounts receivable, net

 

1,136

 

 

70

Inventory

 

74

 

 

114

Prepaid expenses and other current assets

 

9,795

 

 

9,068

Short-term investments

 

193,740

 

 

118,787

Total current assets

 

324,213

 

 

386,484

 

 

 

 

Property and equipment, net

 

5,606

 

 

2,235

Operating lease right-of-use assets

 

6,470

 

 

7,734

Intangible assets, net

 

200

 

 

235

Other assets

 

1,686

 

 

1,535

Long-term investments

 

108,568

 

 

180,217

Total assets

$

446,743

 

$

578,440

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

Current liabilities

 

 

 

Accounts payable

$

2,800

 

$

7,455

Current portion of operating lease liabilities

 

347

 

 

21

Accrued expenses and other current liabilities

 

11,535

 

 

7,759

Total current liabilities

 

14,682

 

 

15,235

 

 

 

 

Operating lease liabilities, net of current portion

 

6,972

 

 

8,623

Other liabilities

 

1,515

 

 

667

Total liabilities

 

23,169

 

 

24,525

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

Common stock, $0.0001 par value; 250,000,000 shares authorized; 179,826,309 and 173,468,979 shares issued and outstanding at December 31, 2022 and 2021, respectively

 

18

 

 

17

Additional paid-in capital

 

397,810

 

 

374,795

Retained earnings

 

25,746

 

 

179,103

Total stockholders’ equity

 

423,574

 

 

553,915

Total liabilities and stockholders’ equity

$

446,743

 

$

578,440

HYLIION HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

 

Year Ended December 31,

 

 

2022

 

 

 

2021

 

 

 

2020

 

Cash Flows from Operating Activities

 

 

 

 

 

Net (loss) income

$

(153,357

)

 

$

(96,048

)

 

$

324,117

 

Adjustments to reconcile net (loss) income to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

1,227

 

 

 

884

 

 

 

850

 

Amortization of investment premiums and discounts

 

1,250

 

 

 

1,816

 

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

10,170

 

Noncash lease expense

 

1,244

 

 

 

731

 

 

 

928

 

Inventory write-down

 

5,641

 

 

 

2,298

 

 

 

 

Loss on impairment and disposal of assets

 

19

 

 

 

730

 

 

 

 

Paid-in-kind interest on convertible notes payable

 

 

 

 

 

 

 

1,085

 

Amortization of debt discount

 

 

 

 

 

 

 

4,237

 

Share-based compensation

 

6,979

 

 

 

4,922

 

 

 

294

 

Provision for doubtful accounts

 

114

 

 

 

 

 

 

 

Change in fair value of convertible notes payable derivative liabilities

 

 

 

 

 

 

 

1,358

 

Change in fair value of warrant liability

 

 

 

 

 

 

 

(363,299

)

Acquired in-process research and development

 

28,752

 

 

 

 

 

 

 

Change in operating assets and liabilities, net of effects of business acquisition:

 

 

 

 

 

Accounts receivable

 

(1,180

)

 

 

22

 

 

 

53

 

Inventory

 

(5,601

)

 

 

(2,280

)

 

 

(132

)

Prepaid expenses and other assets

 

(571

)

 

 

(475

)

 

 

(8,150

)

Accounts payable

 

(4,660

)

 

 

5,319

 

 

 

734

 

Accrued expenses and other liabilities

 

4,571

 

 

 

2,155

 

 

 

5,764

 

Operating lease liabilities

 

(1,305

)

 

 

(576

)

 

 

(953

)

Net cash used in operating activities

 

(116,877

)

 

 

(80,502

)

 

 

(22,944

)

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

Purchase of property and equipment and other

 

(2,885

)

 

 

(2,380

)

 

 

(311

)

Proceeds from sale of property and equipment

 

152

 

 

 

45

 

 

 

22

 

Purchase of in-process research and development

 

(14,428

)

 

 

 

 

 

 

Payments for security deposit, net

 

 

 

 

(29

)

 

 

 

Purchase of investments

 

(268,584

)

 

 

(317,807

)

 

 

(237,851

)

Proceeds from sale and maturity of investments

 

263,723

 

 

 

254,180

 

 

 

 

Net cash used in investing activities

 

(22,022

)

 

 

(65,991

)

 

 

(238,140

)

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

Business Combination and PIPE financing, net of issuance costs paid

 

 

 

 

 

 

 

516,454

 

Proceeds from exercise of stock warrants, net of issuance costs

 

 

 

 

16,257

 

 

 

124,536

 

Proceeds from convertible notes payable issuance and derivative liabilities

 

 

 

 

 

 

 

3,200

 

(Payments for)/proceeds from Paycheck Protection Program loan

 

 

 

 

(908

)

 

 

908

 

Payments for deferred financing costs

 

 

 

 

 

 

 

(468

)

Repayments on finance lease obligations

 

 

 

 

(42

)

 

 

(247

)

Proceeds from exercise of common stock options

 

79

 

 

 

591

 

 

 

121

 

Taxes paid related to net share settlement of equity awards

 

(157

)

 

 

 

 

 

 

Net cash (used in) provided by financing activities

 

(78

)

 

 

15,898

 

 

 

644,504

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents and restricted cash

 

(138,977

)

 

 

(130,595

)

 

 

383,420

 

Cash and cash equivalents and restricted cash, beginning of period

 

259,110

 

 

 

389,705

 

 

 

6,285

 

Cash and cash equivalents and restricted cash, end of period

$

120,133

 

 

$

259,110

 

 

$

389,705

 

 


Contacts

Hyliion Holdings Corp.
Ryann Malone
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(833) 495-4466

Kellen Ferris
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(737) 292-8649

  • Raises share buyback guidance to $10 to $20 billion per year
  • Expects free cash flow annual growth greater than 10% at $60 Brent
  • Updates progress toward targets for lower carbon intensity and new energies growth

NEW YORK--(BUSINESS WIRE)--At its annual investor meeting today, Chevron Corporation (NYSE: CVX) reported on its progress to leverage its strengths to safely deliver lower carbon energy to a growing world.


“Chevron intends to be a leader in both traditional and new energy businesses,” said Mike Wirth, chairman and CEO. “We’re growing energy supply, lowering carbon intensity, and returning more cash to shareholders.” Last month, Chevron increased its dividend per share by 6%, and its Board authorized a new $75 billion share repurchase program.

Higher Returns

Chevron expects to maintain capital and cost discipline to deliver higher returns while growing energy supplies. In line with these objectives, the company announced it is:

  • Maintaining its guidance for annual organic capital expenditures of $13 billion to $15 billion through 2027.
  • Affirming its oil and gas production guidance of more than 3% annual growth by 2027.
  • Extending its 12% return on capital employed target to 2027 at $60 Brent.

High return production growth supports growing shareholder distributions. The company expects annual free cash flow growth greater than 10% at $60 Brent and is raising its share buyback guidance range to $10 to $20 billion per year. In addition, the company will raise its targeted annual share buyback rate to $17.5 billion starting in the second quarter.

“We have the capital discipline and balance sheet strength to offer a differentiated value proposition,” said Pierre Breber, Chevron’s CFO. “We’re winning back investors with consistent and growing cash returned to shareholders across the commodity price cycle.”

Late last year, the company announced a more than 30% increase in its 2023 organic capital expenditure budget relative to 2022 levels.

“Chevron is investing in advantaged assets in the Permian Basin, Gulf of Mexico, Kazakhstan, Australia and elsewhere that we believe drive superior performance,” said Nigel Hearne, executive vice president, Oil, Products, and Gas. “We’re focused on executing with excellence to grow value across our portfolio.”

Lower Carbon

Chevron updated investors on progress toward achieving its target to reduce the carbon intensity of its oil and gas production to 24 kg per barrel of oil equivalent by 2028, in part through execution of carbon abatement projects. Also, the company provided updates on its new energy business lines with the company halfway to its 2030 renewable fuels target and taking steps to build businesses in carbon capture, offsets, and hydrogen.

“We intend to be a leader delivering lower carbon solutions to our customers in hard-to-abate sectors,” said Jeff Gustavson, president of Chevron New Energies. “We believe we have unique capabilities, well-positioned assets and long-standing customer relationships to safely deliver higher returns and lower carbon.”

Webcast

Chevron will conduct a webcast on Tuesday, February 28, 2023, at 8:30 a.m. ET to discuss the company’s strategy at the annual investor meeting.

A webcast of the discussion will be available in listen-only mode to individual investors, media, and other interested parties on Chevron’s website at www.chevron.com under the “Investors” section. Presentations, prepared remarks and a full transcript of the meeting will also be available on the Investor Relations website.

Chevron is one of the world’s leading integrated energy companies. We believe affordable, reliable and ever-cleaner energy is essential to achieving a more prosperous and sustainable world. Chevron produces crude oil and natural gas; manufactures transportation fuels, lubricants, petrochemicals and additives; and develops technologies that enhance our business and the industry. We are focused on lowering the carbon intensity in our operations and growing lower carbon businesses along with our traditional business lines. More information about Chevron is available at www.chevron.com.

NOTICE

As used in this news release, the term “Chevron” and such terms as “the company,” “the corporation,” “our,” “we,” “us” and “its” may refer to Chevron Corporation, one or more of its consolidated subsidiaries, or to all of them taken as a whole. All of these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs.

Please visit Chevron’s website and Investor Relations page at www.chevron.com and www.chevron.com/investors, LinkedIn: www.linkedin.com/company/chevron, Twitter: @Chevron, Facebook: www.facebook.com/chevron, and Instagram: www.instagram.com/chevron, where Chevron often discloses important information about the company, its business, and its results of operations.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements relating to Chevron’s operations and energy transition plans that are based on management's current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “advances,” “commits,” “drives,” “aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential,” “ambitions,” “aspires” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the company’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, Chevron undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: changing crude oil and natural gas prices and demand for the company’s products, and production curtailments due to market conditions; crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; technological advancements; changes to government policies in the countries in which the company operates; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions; disruptions in the company’s global supply chain, including supply chain constraints and escalation of the cost of goods and services; changing economic, regulatory and political environments in the various countries in which the company operates; general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine and the global response to such conflict; changing refining, marketing and chemicals margins; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; development of large carbon capture and offset markets; the results of operations and financial condition of the company’s suppliers, vendors, partners and equity affiliates, particularly during the COVID-19 pandemic; the inability or failure of the company’s joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of the company’s operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the company’s control; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes undertaken or required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from pending or future litigation; the company’s future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government mandated sales, divestitures, recapitalizations, taxes and tax audits, tariffs, sanctions, changes in fiscal terms or restrictions on scope of company operations; foreign currency movements compared with the U.S. dollar; higher inflation and related impacts; material reductions in corporate liquidity and access to debt markets; the receipt of required Board authorizations to implement capital allocation strategies, including future stock repurchase programs and dividend payments; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; the company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and the factors set forth under the heading “Risk Factors” on pages 20 through 26 of the company’s 2022 Annual Report on Form 10-K and in subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable or unknown factors not discussed in this news release could also have material adverse effects on forward-looking statements.


Contacts

Braden Reddall -- +1 925-842-2209

HOUSTON--(BUSINESS WIRE)--#DARPA--Geospace Technologies Corporation (NASDAQ: GEOS) today announced its subsidiary Quantum Technology Sciences, Inc. signed a $1.5 million contract with the Defense Advanced Projects Research Agency (DARPA).


The contract is a Phase II Small Business Innovative Research (SBIR) to explore a new SADAR® capability using littoral seabed deployed passive seismic-acoustic phased arrays for monitoring energy sources of interest on the nearby land, water and air environments.

“Our parent company Geospace has decades of deployment experience with both cabled and nodal seismic systems in a marine environment for energy exploration. Through this project, we will blend the strength of Geospace’s experience in high quality seismic data acquisition in a littoral environment with the unmatched sophistication of Quantum’s seismic data analytics,” said Mark Tinker, CEO of Quantum Technology Sciences.

Historically, the land-water transition zone, which includes shallow littoral waters, the surf zone, and onshore terrestrial environments, is a difficult geographic zone to surveil. Overhead surveillance may provide limited time frames and discrete views of activities and can often be countered by camouflage, concealment, and deception (CCD) techniques. In contrast, surveillance using passive acoustic and seismic technologies such as SADAR® provides persistent monitoring that cannot be countered by CCD techniques and cannot be easily detected. Through this contract effort, improving upon individual unattended ground sensors, phased array networks will collect non-line-of-site signals for vibrational sources allowing separate, simultaneous target identification, classification and tracking in near real-time.

About Quantum Technology Sciences

Quantum designs and sells tactical security and surveillance solutions to safeguard highly valued assets, critical infrastructure, borders and perimeters. Since its inception in 1991, Quantum has provided valuable geophysical sensing technologies to serve various U.S. government missions to include the Department of Defense, Department of Energy, Department of Homeland Security and other agencies. For more information, visit www.QTSI.com.

About Geospace Technologies

Geospace Technologies is a global technology and instrumentation manufacturer specializing in vibration sensing and highly ruggedized products which serve energy, industrial, government and commercial customers worldwide. The Company’s products blend engineering expertise with advanced analytic software to optimize energy exploration, enhance national and homeland security, empower water utility and property managers, and streamline electronic printing solutions. With more than four decades of excellence, the Company’s more than 600 employees across the world are dedicated to engineering and technical quality. Geospace is traded on the U.S. NASDAQ stock exchange as GEOS. For more information, visit www.geospace.com.


Contacts

Media Contact:
Caroline Kempf
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321.341.9305

  •  The agreement intends to establish long-term supply chain management services leveraging Trafigura’s worldwide capabilities and access to key resources.
  • The Supply Chain Solution is expected to become operational starting in January 2024
  • The agreement will increase e.GO’s supply chain reliability and significantly enhance e.GO’s ability to pursue its decentralized growth strategy.

AACHEN, Germany--(BUSINESS WIRE)--Next.e.GO Mobile SE (“e.GO” or the “Company”), an innovative producer of urban electric vehicles, today announced that it has entered into a memorandum of understanding (MOU) with Trafigura Pte. Ltd., a leading international commodity company, to establish a long-term supply chain management service agreement focused on the supply of aluminium and battery metals such as lithium, cobalt, and copper.


e.GO, based in Aachen, Germany, designs and manufactures battery electric vehicles for the urban environment, with a focus on convenience, reliability and affordability. The Company’s proprietary technologies and low capex MicroFactory production facilities have ushered in innovative solutions for producing electric vehicles. The Company is focused on true lifecycle sustainability of urban electro mobility with a view toward material science, production technology, robotics and digitization.

Under the MOU, Trafigura will supply 100% of e.GO’s requirements for transition and battery metals. The MOU also details the approach that will be taken for measuring carbon intensity for each source of metals across the supply chain and providing carbon declaration and transparency through the Agora supply chain emissions platform.

The long-term supply chain management service agreement between the two companies is expected to commence in January 2024 and will run for a minimum of five years, ending in January 2029. In addition, the MOU includes provisions for a supply credit facility.

“This partnership marks an important step forward for us at e.GO, as we work together with one of the leading and most resourceful partners in the industry to meet the increasing demand for electric vehicles and deliver on our mission of steadfast transition to a zero-emission urban mobility,” said Ali Vezvaei, Chairman of the Board at Next.e.GO Mobile SE.

About e.GO

Headquartered in Aachen, Germany, e.GO designs and manufactures battery electric vehicles for the urban environment, with focus on convenience, reliability and affordability. e.GO has developed a disruptive solution for producing its electric vehicles using proprietary technologies and low cost MicroFactories, and has vehicles already on the road today. e.GO is helping cities and their inhabitants improve the way they get around and is making clean and convenient urban mobility a reality. Visit https://www.e-go-mobile.com/ to learn more.

As announced on July 28, 2022, e.GO has entered into a definitive agreement for a business combination with Athena Consumer Acquisition Corp. (NYSE: ACAQ, ACAQ.U, ACAQ WS), a publicly-traded special purpose acquisition company (“SPAC”) that would result in e.GO becoming a publicly listed company. Completion of the proposed transaction is subject to customary closing conditions and is expected to occur in early 2023.

About Trafigura

Trafigura is a leading commodities group based in Switzerland. At the heart of global supply, Trafigura connects vital resources to power and build the world. It deploys infrastructure, market expertise and worldwide logistics network to move oil and petroleum products, metals and minerals, gas and power from where they are produced to where they are needed, forming strong relationships that make supply chains more efficient, secure and sustainable. The Trafigura Group also comprises industrial assets and operating businesses including multi-metals producer Nyrstar, fuel storage and distribution company Puma Energy, and Impala Terminals joint venture. The Group employs over 12,000 people and is active in 156 countries.

Important Information about the Business Combination and Where to Find It

In connection with the proposed business combination (the “Business Combination”) between Athena Consumer Acquisition Corp. (“Athena”) and Next.e.GO Mobile SE (“e.GO”), Next.e.GO B.V., a wholly-owned subsidiary of e.GO (“TopCo”) intends to file with the U.S. Securities and Exchange Commission’s (“SEC”) a registration statement on Form F-4 (the “Registration Statement”), which will include a preliminary prospectus and preliminary proxy statement. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Athena will send to its stockholders in connection with the Business Combination. Investors and security holders of Athena are advised to read, when available, the proxy statement/prospectus in connection with Athena’s solicitation of proxies for its special meeting of stockholders to be held to approve the Business Combination (and related matters) because the proxy statement/prospectus will contain important information about the Business Combination and the parties to the Business Combination. Athena will mail the definitive proxy statement/final prospectus and other relevant documents to its stockholders as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: 442 5th Avenue, New York, NY, 10018.

Participants in the Solicitation

Athena, e.GO, TopCo and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Athena’s stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Athena’s directors and officers in Athena’s filings with the SEC, and such information and names of e.GO’s directors and executive officers will also be in the Registration Statement to be filed with the SEC by TopCo, which will include the proxy statement of Athena for the Business Combination.

Forward Looking Statements

This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Athena, e.GO, and TopCo’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination, the level of redemptions by Athena’s public stockholders, the timing of the completion of the Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of Athena, e.GO, and TopCo’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Athena, e.GO, and TopCo.

These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination or that the approval of the stockholders of Athena or e.GO is not obtained; (iii) failure to realize the anticipated benefits of the proposed Business Combination; (iv) risks relating to the uncertainty of the projected financial information with respect to e.GO; (v) the outcome of any legal proceedings that may be instituted against Athena and/or e.GO following the announcement of the Business Combination; (vi) future global, regional or local economic and market conditions; (vii) the development, effects and enforcement of laws and regulations; (viii) e.GO’s ability to grow and achieve its business objectives; (ix) the effects of competition on e.GO’s future business; (x) the amount of redemption requests made by Athena’s public stockholders; (xi) the ability of Athena or the combined company to issue equity or equity-linked securities in the future; (xii) the ability of e.GO and Athena to raise interim financing in connection with the Business Combination, including to secure an e.GO IP-backed note; (xiii) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (xiv) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation, (xv) costs related to the Business Combination, (xvi) the impact of the global COVID-19 pandemic and (xvi) those factors discussed below under the heading “Risk Factors” and in the documents filed, or to be filed, by Athena and Topco with the SEC. Additional risks related to e.GO’s business include, but are not limited to: the market’s willingness to adopt electric vehicles; volatility in demand for vehicles; e.GO’s dependence on the proceeds from the contemplated Business Combination and other external financing to continue its operations; significant challenges as a relatively new entrant in the automotive industry; e.GO’s ability to control capital expenditures and costs; cost increases or disruptions in supply of raw materials, semiconductor chips or other components; breaches in data security; e.GO’s ability to establish, maintain and strengthen its brand; e.GO’s minimal experience in servicing and repairing vehicles; product recalls; failure of joint-venture partners to meet their contractual commitments; unfavorable changes to the regulatory environment; risks and uncertainties arising from the acquisition of e.GO’s predecessor business and assets following the opening of insolvency proceedings over the predecessor’s assets in July 2020; and e.GO’s ability to protect its intellectual property. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

There may be additional risks that neither e.GO nor Athena presently know or that e.GO and Athena currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect e.GO’s and Athena’s expectations, plans or forecasts of future events and views as of the date of this communication. e.GO and Athena anticipate that subsequent events and developments will cause e.GO’s and Athena’s assessments to change. However, while e.GO and Athena may elect to update these forward-looking statements at some point in the future, e.GO and Athena specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing e.GO’s and Athena’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction 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, or an applicable exemption from the registration requirements thereof.


Contacts

Next.e.GO Mobile SE
Public Relations
Lilienthalstraße 1
52068 Aachen
T +49 241 51030 166
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For Investors:
Caldwell Bailey
ICR, Inc.
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For Media:
Dan Brennan
ICR, Inc.
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Expects full year 2022 revenues of $74 to $76 million, a 63% to 68% increase over 2021

Expects full year 2023 revenues of $95-100 million, a 27% to 33% increase over 2022

Plans to report final results on March 30, 2023, with investor call scheduled at 8:30 am

WILLISTON, Vt.--(BUSINESS WIRE)--iSun, Inc. (NASDAQ: ISUN) (the "Company," or "iSun"), a leading solar energy and clean mobility infrastructure company with 50-years of experience accelerating the adoption of innovative electrical technologies, today announced that preliminary revenue for the full year 2022 was approximately $74-76 million, 63%-68% higher than the $45.3 million reported for full year 2021, and at the high end of the revenue range of $70-75 million forecasted in November 2022.


In addition, iSun expects total revenues for full year 2023 to be approximately $95-100 million, a 27%-33% increase over preliminary full year 2022 total revenues, reflecting the increased new business awards the company secured across its business in the second half of 2022 and its progress in working through its backlog.

HIGHLIGHTS:

  • Preliminary total revenue for full year 2022 of approximately $74-76 million, 63-68% higher than $45.3 million reported in full year 2021, and at the high end of the range forecasted in November 2022.
  • Anticipates approximately $95-100 million in revenue for full year 2023, a 27%-33% increase over preliminary total revenues for full year 2022
  • Backlog remains strong at approximately $164 million
  • Company plans to announce final results for the fourth quarter and full year 2022 on March 30, 2023.

“We are pleased by the solid progress we demonstrated in the last quarter of 2022, as our team accelerated the awards won, and we began to work through our backlog. With the higher revenue expectations we are sharing for 2023, we are confident that this trend will continue,” said Jeffrey Peck, Chairman and Chief Executive Officer of iSun. “While 2022 was a challenging year industry-wide due to supply chain issues, we believe our success in securing new business awards and our increased productivity and throughput position us well to continue to lead the transition to alternative forms of energy in the markets we serve. Moreover, as additional guidance on the Inflation Reduction Act of 2022 is released, we expect the positive momentum to continue in 2023 and the years ahead.”

Final Fourth Quarter 2022 Results

iSun plans to issue final fourth quarter and full year 2022 results before the market opens on Thursday, March 30, 2023.

A conference call to discuss the results will take place at 8:30 AM ET. To participate in the call, please dial 1-888-506-0062 (domestic) or 1-973-528-0011 (international), using conference ID 568326. The live webcast can be accessed through the Company’s Investor Relations website at investors.isunenergy.com.

A webcast replay of the call will be available at the same location beginning approximately one hour after the call’s completion. A telephonic replay will be available through April 13, 2023, and can be accessed by dialing 1-877-481-4010 (domestic) or 1-919-882-2331 (international), using conference code 47771.

About iSun Inc.

Since 1972, iSun has accelerated the adoption of proven, life-improving innovations in electrification technology. iSun has been the trusted service provider to Fortune 500 companies for decades and has installed clean rooms, fiber optic cables, flight simulators, and over 600 megawatts of solar systems. The Company currently provides a comprehensive suite of solar services across residential, commercial, industrial & municipal, and utility scale projects and provides solar electric vehicle charging solutions for both grid-tied and battery backed solar EV charging systems. iSun believes that the transition to clean, renewable solar energy is the most important investment to make today and is focused on profitable growth opportunities. Please visit www.isunenergy.com for additional information.

Forward Looking Statements

This press 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, effective tax rate, 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 press 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 risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.


Contacts

iSun Investor Relations
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NEW YORK--(BUSINESS WIRE)--New Fortress Energy Inc. (Nasdaq: NFE) (“NFE” or the “Company”) today reported its financial results for the fourth quarter and for the year ended December 31, 2022.


Summary Highlights

  • Pleased to report Q4 2022 Adjusted EBITDA(1) of $239 million and ~$1.1 billion for the year ended December 31, 2022
  • NFE's net income for three months and year ended December 31, 2022 was $66 million and $185 million, respectively
  • Adjusted EPS(1) for Q4 2022 and full year 2022 was $0.87 per share and $2.74 per share, respectively, on a fully diluted basis and $0.30 per share and $0.93 per share for Q4 and full year 2022 when including a non-cash impairment charges
    • Q4 non-cash impairment charges of $119 million resulting from an asset sale(2) announced in Q1 2023
    • Excluding impairment charges, full year 2022 net income was more than 500% higher than in 2021
  • We achieved our Illustrative Adjusted EBITDA Goal(3) of ~$1.1 billion for full year 2022
    • Today we are announcing a 2023 Illustrative Adjusted EBITDA Goal(3) of ~$2.0 billion
    • Our 2023 Illustrative Adjusted EBITDA Goal(3), if achieved, would result in a near-doubling of Adjusted EBITDA(1) and Adjusted Net Income(1) in 2023 relative to 2022

Business Overview

  • Our business remains simple and clear: we seek to match gas demand to gas supply, providing an end-to-end, fully integrated solution to our customers across the globe
  • While we have historically purchased (and continue to purchase) LNG supply from third parties, we are progressing our Fast LNG ("FLNG") initiative to supply our terminals and other customers around the world
  • We believe these developments will allow us to control our own LNG supply and complete the value chain enabling full vertical integration of our business

Recent Developments

  • Genera PR: An independently-managed subsidiary of NFE was awarded a 10-year contract(4) to manage PREPA's thermal power generation system of approximately 3,600 MW, which is expected to enhance grid reliability and reduce power costs for consumers and businesses
  • Hilli & Stock Buyback: We agreed to sell our ownership stake(2) in the Hilli in exchange for the return of 4.1 million NFE shares, $100 million in cash, and the extinguishment of $323 million in Hilli-related debt
  • Barcarena Terminal: We Completed(5) the Barcarena terminal and expect First Gas(6) to Norsk Hydro later this year; separately, Construction(7) of our 600 MW power plant is underway with Operations(5) expected to commence in July 2025 pursuant to 25-year PPAs with Brazilian distribution companies
  • Liquidity: We further enhanced our liquidity position with the upsizing of our revolving credit facility and letter of credit facility to approximately $750 million and approximately $350 million, respectively
  • Dividends: Our Board of Directors approved an update to NFE’s dividend policy(8) in December 2022 as part of our plan to return significant capital to shareholders while continuing to fund substantial growth; a $3.00/sh dividend was declared in December 2022 and paid in January 2023; an additional $0.10/sh dividend is being declared today with a record date of March 17, 2023 and a payment date of March 28, 2023

Fast LNG

  • Construction of our FLNG units is progressing rapidly with the first FLNG unit expected to achieve Mechanical Completion(9) in the Spring of 2023 and commence Operations(5) by mid-2023
  • As we add liquefaction capacity and corresponding LNG supply to our portfolio, we intend to sign long-term customer offtake agreements that generate strong operating margins and sustainable cash flows

2022 Highlights

  • Significant Transactions: We simplified our capital structure and secured more than $2.0 billion of internally generated liquidity to fund(10) our Fast LNG program
    • CELSE: We closed the sale(11) of CELSE, the owner of the Sergipe Power Plant and Facility in Brazil, for pre-tax net proceeds to NFE of approximately $550 million
    • Energos Infrastructure: We closed a $2 billion transaction to form a joint venture(12) with Apollo related to a portfolio of FSRUs, FSUs, and LNG carriers for which NFE holds long-term charters
  • Eemshaven: In response to the European energy crisis, the Eems Energy Terminal in The Netherlands commenced Operations(5) in September 2022 utilizing our FSRU Energos Igloo
  • Mexico: We expanded our strategic alliances with Comisión Federal de Electricidad (CFE)(13) and Petróleos Mexicanos (Pemex)(14) to advance projects in multiple locations in Mexico
    • Altamira: We agreed to create a new FLNG hub off the coast of Altamira, Tamaulipas, with CFE supplying requisite feedgas to NFE FLNG units using CFE’s existing, underutilized pipeline capacity
    • La Paz: Also with CFE, we agreed to sell our 135 MW La Paz power plant for approximately $180 million, and extended and expanded our gas supply agreement with CFE in Baja California Sur
    • Lakach: With Pemex, we agreed to develop and operate an integrated upstream and natural gas liquefaction project off the coast of Veracruz in Southeastern Mexico
  • Hydrogen: We continue to progress Development(7) activities in Zero, our pure-play clean hydrogen business, and have commenced construction on our first plant in Beaumont, an industrial hub in Texas

Financial Highlights

 

Three Months Ended

 

Year Ended

(in millions)

 

September 30,

2022

 

December 31,

2022

 

December 31,

2022

Revenues

 

$

731.9

 

$

546.4

 

$

2,368.3

Net income

 

$

56.2

 

 

$

65.8

 

 

$

184.8

 

Adjusted net income

 

$

85.6

 

 

$

182.7

 

 

$

575.8

 

Terminals and Infrastructure Segment Operating Margin(15)

 

$

251.5

 

 

$

196.0

 

 

$

896.2

 

Ships Segment Operating Margin(15)

 

$

87.9

 

 

$

87.5

 

 

$

354.1

 

Total Segment Operating Margin(15)

 

$

339.3

 

 

$

283.4

 

 

$

1,250.3

 

Adjusted EBITDA(1)

 

$

290.7

 

 

$

239.3

 

 

$

1,071.3

 

Please refer to our Q4 2022 Investor Presentation (the “Presentation”) for further information about the following terms:

1)

“Adjusted EBITDA,” "Adjusted Net Income," and "Adjusted EPS" see definition and reconciliation of these non-GAAP measures in the exhibits to this press release.

2)

Refers to the agreement between the Company and Golar LNG Limited (“GLNG”) for the sale of NFE’s ownership stake in the 2.4 MTPA floating liquefaction facility Hilli. in exchange for the return of 4.1 million NFE shares and $100 million in cash. As part of the agreement, NFE will also extinguish $323 million in debt obligations associated with its interest in the Hilli. Closing of this transaction is subject to certain conditions precedent some of which are outside of our control. There can be no assurance that closing will be attained within the timeline that we expect or at all.

3)

“Illustrative Adjusted EBITDA Goal” is based on the "Illustrative Total Segment Operating Margin Goal" less illustrative Core SGA assumed to be at $180mm for all periods 2023 onward including the pro rata share of Core SG&A from unconsolidated entities. “Illustrative Total Segment Operating Margin Goal,” or “Illustrative Future Goal” means our goal for Total Segment Operating Margin under certain illustrative conditions. Please refer to this explanation for all uses of this term. This goal reflects the volumes of LNG that it is our goal to sell under binding contracts multiplied by the average price per unit at which we expect to price LNG deliveries, including both fuel sales and capacity charges or other fixed fees, less the cost per unit at which we expect to purchase or produce and deliver such LNG or natural gas, including the cost to (i) purchase natural gas, liquefy it, and transport it to one of our terminals or purchase LNG in strip cargos or on the spot market, (ii) transfer the LNG into an appropriate ship and transport it to our terminals or facilities, (iii) deliver the LNG, regasify it to natural gas and deliver it to our customers or our power plants and (iv) maintain and operate our terminals, facilities and power plants. For vessels chartered to third parties, this illustration reflects the revenue from ships chartered to third parties, capacity and tolling arrangements, and other fixed fees, less the cost to operate and maintain each ship, in each case based on contracted amounts for ship charters, capacity and tolling fees, and industry standard costs for operation and maintenance. There can be no assurance that the costs of purchasing or producing LNG, transporting the LNG and maintaining and operating our terminals and facilities will result in the Illustrative Total Segment Operating Margin Goal reflected. For the purpose of this presentation, we have assumed an average Total Segment Operating Margin between $11.76 and $19.45 per MMBtu for all downstream terminal economics, because we assume that (i) we purchase delivered gas at a weighted average of $8.60 in 2023, (ii) our volumes increase over time, and (iii) we will have costs related to shipping, logistics and regasification similar to our current operations because the liquefaction facility and related infrastructure and supply chain to deliver LNG from Pennsylvania or Fast LNG (“FLNG”) does not exist, and those costs will be distributed over the larger volumes. For Hygo + Suape assets we assume an average delivered cost of gas of $16.00 in 2023 based on industry averages in the region. We assume all Brazil terminals and power plants are Operational and earning revenue through fuel sales and capacity charges or other fixed fees. For Vessels chartered to third parties, this illustration reflects the revenue from ships chartered to third parties, capacity and tolling arrangements, and other fixed fees, less the cost to operate and maintain each ship, in each case based on contracted amounts for ship charters, capacity and tolling fees, and industry standard costs for operation and maintenance. We assume an average Total Segment Operating Margin of up to $157k per day per vessel and our effective share of revenue and operating expense related to the existing tolling agreement for the Hilli FLNG going forward. For Fast LNG, this illustration reflects the difference between the delivered cost of open LNG and the delivered cost of open market LNG less Fast LNG production cost. Management is currently in multiple discussions with counterparties to supply feedstock gas at pricing of approximately $4.95 per MMBtu, multiplied by the volumes for Fast LNG installation of 1.4 MTPA each per year. These costs do not include expenses and income that are required by GAAP to be recorded on our financial statements, including the return of or return on capital expenditures for the relevant project, and selling, general and administrative costs. Our current cost of natural gas per MMBtu are higher than the costs we would need to achieve Illustrative Total Segment Operating Margin Goal, and the primary drivers for reducing these costs are the reduced costs of purchasing gas and the increased sales volumes, which result in lower fixed costs being spread over a larger number of MMBtus sold. References to volumes, percentages of such volumes and the Illustrative Total Segment Operating Margin Goal related to such volumes (i) are not based on the Company’s historical operating results, which are limited, and (ii) do not purport to be an actual representation of our future economics. We cannot assure you if or when we will enter into contracts for sales of additional LNG, the price at which we will be able to sell such LNG, or our costs to produce and sell such LNG. Actual results could differ materially from the illustration and there can be no assurance we will achieve our goal.

4)

Refers to the selection of Genera PR LLC (“Genera”), an independently managed subsidiary of NFE, by the Puerto Rico Public-Private Partnerships Authority (“P3A”), in accordance with the requirement established by Act 120-2018 (Puerto Rico Electric System Transformation Act), for a ten-year operation and maintenance agreement with the Puerto Rico Electric Power Authority (“PREPA”) for the operation, maintenance, decommissioning and modernization of PREPA-owned thermal power generation system of approximately 3,600 MW after a mobilization period, as approved by the government of Puerto Rico, the Fiscal Oversight Management Board and Puerto Rico’s Electricity Bureau.

5)

“Online”, “Operational”, "Operating", "Completion", "Completed", “Deployment” or similar statuses (either capitalized or lower case) with respect to a particular project means we expect gas to be made available within sixty (60) days, gas has been made available to the relevant project, or that the relevant project is in full commercial operations. Where gas is going to be made available or has been made available but full commercial operations have not yet begun, full commercial operations will occur later than, and may occur substantially later than, our reported Operational, Completion or Deployment date, and we may not generate any revenue until full commercial operations has begun. We cannot assure you if or when such projects will reach full commercial operations. Actual results could differ materially from the illustrations reflected in this press release and there can be no assurance we will achieve our goals. Our ability to export liquefied natural gas depends on our ability to obtain export and other permits from the United States, Mexican and other governmental and regulatory agencies , which we have not yet obtained. No assurance can be given that we will receive required permits, approvals and authorizations from governmental and regulatory agencies in connection with the exportation of liquefied natural gas on a timely basis or at all.

6)

First Gas means the date on which (or, for future dates, management's current estimate of the date on which) natural gas is first made available in our projects, including our facilities in development. Full commercial operations of such projects will occur later than, and may occur substantially later than, the First Gas date. We cannot assure you if or when such projects will reach the date of delivery of First Gas, or full commercial operations. Actual results could differ materially from the illustration and there can be no assurance we will achieve our goal.

7)

“Under Construction”, “In Construction”, “Under Construction”, “Development,” “In Development” or similar statuses means that we have taken steps and invested money to develop a facility, including execution of agreements for the development of the project (subject, in certain cases, to satisfaction of conditions precedent), procuring land rights and entitlements, negotiating or signing construction contracts, and undertaking active engineering, procurement and construction work. Our development projects are in various phases of progress, and there can be no assurance that we will continue progress on each development as we expect or that each development will be Completed or enter full commercial operations. There can be no assurance that we will be able to enter into the contracts required for the development of these facilities on commercially favorable terms or at all. If we are unable to enter into favorable contracts or to obtain the necessary regulatory and land use approvals on favorable terms, we may not be able to construct and operate these assets as expected, or at all. Additionally, the construction of facilities is inherently subject to the risks of cost overruns and delays, and these risks of delay are exacerbated by the COVID-19 pandemic. If we are unable to construct, commission and operate all of our facilities as expected, or, when and if constructed, they do not accomplish our goals, or if we experience delays or cost overruns in construction, our business, operating results, cash flows and liquidity could be materially and adversely affected.

8)

The payment of dividends under the dividend policy will be made at the discretion of our Board of Directors and will be subject to the Board's final determination based on a number of factors, including, but not limited to, the Company's financial performance, its available cash resources, the terms of its indebtedness, its cash requirements, credit rating impacts, alternative uses of cash that the Board may conclude would represent an opportunity to generate a greater return on investment for the Company, and restrictions and other factors the Board deems relevant at the time it determines to declare such dividends. The dividend policy may be revised, suspended, or cancelled at the discretion of the Board at any time.

9)

“Mechanical Completion” or similar statuses with respect to a particular project means we have completed construction and certain subsystems are ready to be handed over to the commissioning team. There may be several mechanical completion milestones defined for the various subsystems of a project. Therefore, no assurance can be given that we will be able to complete a project and begin operations even if a project has reached mechanical completion.

10)

Represents management’s expectations regarding the funding of the committed expenditures reflected and the estimated expenditures. The estimated expenditures, including those related to project costs, are not based on generally accepted accounting principles and should not be relied upon for any reason. There is no guarantee that we will reach our goals for funding the estimated expenditures and actual results may differ from our expectations.

11)

Refers to the sale by NFE and Ebrasil Energia Ltda. and its shareholders (“Ebrasil”) to Eneva S.A. (“Eneva”) of 100% of the equity interests of the Porto de Sergipe Power Plant, including 100% of the shares of Centrais Elétricas de Sergipe Participações S.A. (“CELSEPAR”), which owns 100% of the equity interests of the Sergipe Power Plant, and Centrais Elétricas Barra dos Coqueiros S.A. (“CEBARRA”), which owns 1.7 GW of expansion rights adjacent to the Sergipe Power Plant. Closing of this transaction occurred on October 3, 2022.

12)

Refers to sale of 11 liquefied natural gas (“LNG”) infrastructure vessels consisting of Floating Storage and Regasification assets, Floating Storage vessels and LNG carriers owned by NFE to a newly formed joint venture amed Energos Infrastructure (“Energos”), owned approximately 80% by Apollo-managed funds and 20% by NFE. Closing of this transaction occurred on August 15, 2022.

13)

Refers to the binding short-form agreements with Comisión Federal de Electricidad (“CFE”) related to the (i) expansion and extension of NFE’s supply of natural gas to multiple CFE power generation facilities in Baja California Sur, (ii) sale of NFE’s 135 MW La Paz power plant to CFE, and (iii) creation of a new LNG hub off the coast of Altamira, Tamaulipas, with CFE supplying the requisite feedgas to multiple NFE FLNG units using CFE’s existing pipeline capacity. These transactions are subject to customary terms and conditions and execution of final long-form binding definitive agreements. We cannot assure you if or when we will enter into long-form definitive agreements related to such projects or the terms of any such agreements. Furthermore, upon execution of long-form definitive agreements, we cannot assure you if or when conditions to such agreements will be satisfied, or if we will obtain the required approvals for the transactions set forth in such agreement.

14)

Refers to discussions with Petróleos Mexicanos (“Pemex”) to form a long-term strategic partnership to develop the Lakach deepwater natural gas field for Pemex to supply natural gas to Mexico's onshore domestic market and for NFE to produce LNG for export to global markets. If the parties form a partnership, NFE expects to invest in the continued development of the Lakach field over a two-year period by completing seven offshore wells and to deploy a 1.4 MTPA Fast LNG unit to liquefy the majority of the produced natural gas. Remaining natural gas and associated condensate volumes are expected to be utilized by Pemex in Mexico's onshore domestic market. The agreement regarding Lakach is subject to a number of conditions to effectiveness that have not been satisfied and, as a result, the agreement is not currently binding on the parties. No assurance can be given that the conditions will be satisfied or that the agreement will become effective.

15)

“Total Segment Operating Margin” is the total of our Terminals and Infrastructure Segment Operating Margin and Ships Segment Operating Margin. "Terminals and Infrastructure Segment Operating Margin" includes our effective share of revenue, expenses and operating margin attributable to our 50% ownership of Centrais Elétricas de Sergipe Participações S.A. (“CELSEPAR”) prior to the Sergipe Sale. "Ships Segment Operating Margin" includes our effective share of revenue, expenses and operating margin attributable to our ownership of 50% of the common units of Hilli LLC. Hilli LLC owns Golar Hilli Corporation (“Hilli Corp”), the disponent owner of the Hilli.

Additional Information

For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investors section of New Fortress Energy’s website, www.newfortressenergy.com, and the Company’s most recent Annual Report on Form 10-K, which is available on the Company’s website. Nothing on our website is included or incorporated by reference herein.

Earnings Conference Call

Management will host a conference call on Tuesday, February 28, 2023 at 8:00 A.M. Eastern Time. The conference call may be accessed by dialing (888) 204-4368 (toll free from within the U.S.) or +1 (323) 994-2093 (from outside of the U.S.) fifteen minutes prior to the scheduled start of the call; please reference “NFE Fourth Quarter 2022 Earnings Call” or conference code 1713563.

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.newfortressenergy.com under the Investors section within “Events & Presentations.” Please allow time prior to the call to visit the site and download any necessary software required to listen to the internet broadcast. A replay of the conference call will be available at the same website location shortly after the conclusion of the live call.

About New Fortress Energy Inc.

New Fortress Energy Inc. (NASDAQ: NFE) is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable, and clean energy. The company owns and operates natural gas and liquefied natural gas (LNG) infrastructure and an integrated fleet of ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. Collectively, the company’s assets and operations reinforce global energy security, enable economic growth, enhance environmental stewardship and transform local industries and communities around the world.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains certain statements and information that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than historical information are forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance or our projected business results. You can identify these forward-looking statements by the use of forward-looking words such as “expects,” “may,” “will,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of those words or other comparable words. Forward looking statements include: illustrative financial metrics and other similar metrics, including goals and expected financial growth; expectations related to our business strategy, including our ability to match supply and demand of our customers, providing an fully integrated solution and completion of the value chain, and control of supply through our Fast LNG portfolio; successful management of PREPA's power generation system, enhancement of grid reliability and reduction of power costs; our ability to close our Hilli transaction and receive funds within the expected timeline and in the amounts anticipated; expectations regarding the construction, completion and commissioning (including First Gas) of our projects on time and within budget; ability to return significant capital to our shareholders; funding of our growth and projects; the successful development and deployment of our Fast LNG liquefaction technology on time and within the expected specifications and design; operation of Fast LNG facilities expectations, including volume production, capacity, sales and reserves of LNG; expectations related to future LNG and energy industries, as well as the development, construction and operation of new facilities; ability to sign long-term customer offtake agreements that generate strong operating margins and sustainable cash flows; the execution of definitive documents and their related terms and conditions, including without limitation the sales price of the La Paz power plant to CFE; successful positioning of our hydrogen business and expectations related to the hydrogen industry in the U.


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$175 Million Credit Facility to Finance Development and Construction of Portfolio of Utility-Scale Solar Projects Across the U.S.

CHAPEL HILL, N.C. and NEW YORK--(BUSINESS WIRE)--Heelstone Renewable Energy, LLC (“Heelstone”) is pleased to announce that in the fourth quarter of 2022 it closed on a $175 million credit facility with BlackRock Alternatives (“BlackRock”), through a fund managed by its Infrastructure Debt business, to fund the initial construction and development of utility-scale solar and battery storage projects. This credit facility provides Heelstone with additional capital to develop and construct its diverse portfolio of solar and battery storage projects of over 11 GW across the U.S. Upon commercial operation of the funded projects, enough electricity will be produced to offset the energy usage of more than 700,000 residential homes.

“We are thrilled to have closed this credit facility with BlackRock, who has been a valuable financing partner and understands our vision and the value creation of investing in renewables. This corporate facility will allow us to continue to grow and provide us with the necessary capital to not only develop our existing pipeline, but to further expand our reach,” said Justin Gravatt, CEO of Heelstone.

“We are pleased to invest on behalf of our clients with Heelstone,” said Jeetu Balchandani, Global Head of Infrastructure Debt at BlackRock. “This renewables transaction is one of the hallmark deals in our flagship Global Infrastructure Debt Fund and demonstrates our ability to provide capital solutions with speed and at scale using a bespoke financing structure.”

Heelstone currently has 248 MWAC under construction in Georgia and Pennsylvania and plans to have another 255 MWAC in PJM under construction by end of 2024.

As one of the world’s largest dedicated infrastructure debt providers, BlackRock’s Infrastructure Debt business seeks to be positioned as a preferred lender for sponsors and borrowers seeking custom fit financing solutions on a direct basis. As of December 31, 2022, BlackRock’s Infrastructure Debt business manages over $20 billion in assets under management and has invested over $15 billion in over 140 projects across 19 countries in 4 continents.

About Heelstone

Heelstone is a leading utility-scale solar developer with expertise in development, construction, and operation. It has extensive knowledge of project finance and a proven track record in bringing utility-scale solar projects to fruition. In June 2019, Heelstone received a controlling investment from an account managed by affiliates of Ares Management as a part of the goal to accelerate the development of utility-scale solar projects across the United States. For more information, visit https://heelstoneenergy.com

About BlackRock Alternatives

BlackRock Alternatives serves investors seeking outperformance in infrastructure, private equity, credit, real estate, hedge funds and multi-alternatives. We strive to bring our investors the highest quality investments by drawing upon our global footprint, superior execution capabilities and position as a preferred partner. BlackRock manages $318 billion in alternative investments and commitments on behalf of clients worldwide as of December 31, 2022.


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HOUSTON--(BUSINESS WIRE)--Vertex Energy, Inc. (NASDAQ:VTNR) (“Vertex” or the “Company”), a leading specialty refiner and marketer of high-quality refined products, today announced its financial results for the fourth quarter and full-year ended December 31, 2022.


The company will host a conference call to discuss 4Q22 results today at 8:00 A.M. Eastern Time, details are included at the end of this release.

FOURTH QUARTER 2022 HIGHLIGHTS

  • Reported net income of $44.4 million, or $0.56 per basic share
  • Reported Adjusted EBITDA of $75.2 million
  • Continued safe operation of Mobile refinery with fourth quarter 2022 operational results exceeding with prior guidance for throughput, and capture rate at 77,964 bpd and 61%, respectively
  • Renewable diesel conversion project continues to track on schedule for mechanical completion in late March 2023 and start-up in April 2023
  • Total liquidity including restricted cash of $146.2 million as of December 31, 2022

FULL YEAR 2022 HIGHLIGHTS

  • Reported net income of $1.9 million (which includes a $2.5 million tax benefit) or $0.03 per basic share
  • Reported Adjusted EBITDA of $161 million
  • Successfully closed on strategic acquisition and associated financing of Mobile, AL refining facility for $75 million
  • Exhibited significant operational reliability at Mobile facility with 9-month throughput volumes of 72,555 bpd (97% capacity utilization)
  • Initiated construction of renewable diesel conversion project at Mobile refining facility
    • Tracking on schedule for mechanical completion in March 2023 and initial production of 8,000 bpd in April 2023
    • Installation of additional hydrogen supply to drive production ramp to 14,000 bpd by early 2024

Vertex reported fourth quarter 2022 net income of $44.4 million, or $0.56 per fully diluted share, versus a net loss of $8.3 million, or $0.15 per fully diluted share for the fourth quarter 2021. Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $75.2 million for the fourth quarter 2022 compared to Adjusted EBITDA of $9.5 million in the prior-year period and $1.6 million in the prior quarter. Financial results for the fourth quarter 2022 include a $9.6 million financing charge related to inventory backwardation and a $2.5 million released valuation allowance which is reflected as an income tax benefit as a result of the taxable gain generated by the Heartland divestiture subsequent to the quarter end. Schedules reconciling the Company’s GAAP and non-GAAP financial results, including Adjusted Net Income and Adjusted EBITDA are included later in this release (see also “Non-GAAP Financial Measures”, below).

Management Commentary

“During the fourth quarter, we delivered as promised on our goals of truly demonstrating the significant earnings potential of our Mobile facility.” stated Benjamin P. Cowart, President and CEO of Vertex, who continued, “Our fourth quarter financial results reflect the continued safe, smooth operations at the facility, attractive product yields following the maintenance operations completed in the prior period and the continuation of near record refining margins during the quarter. We remain on track to begin the production of renewable diesel in the second quarter of this year while continuing to benefit from an extremely attractive macro environment facing the conventional fuels business for the foreseeable future. We believe the Company is well positioned to execute on both our strategic goals in the renewable fuels business, as well as our financial goals of streamlining our balance sheet and capital structure in 2023.”

Operating Details and Discussion

Mobile Refinery Operations

The Mobile refinery operations generated $147.1 million of fuels gross margin or $20.50 per barrel during the fourth quarter 2022, its third quarter of operations since being acquired by Vertex. The Mobile refinery financial results include the impact of an inventory backwardation charge in the amount of $9.6 million. Adjusting for the impact of $3.96 of RIN obligations per barrel, refining gross margin at Mobile was $118.7 million, or $16.54 per barrel.

Total throughput at the Mobile refinery was 77,964 barrels per day in the fourth quarter, resulting in 104% utilization for the stated operable capacity of approximately 75,000 barrels per day. Total production of finished high-value light products, such as gasoline, diesel and jet fuel, represented approximately 74% of the total production in the fourth quarter, vs 69% in 3Q22.

The benchmark 2-1-1 Gulf Coast crack spread was $33.84 in the fourth quarter 2022, an increase of 134% versus the fourth quarter 2021, supported by reduced inventories for refined fuels, a constrained global refining complex and continued strength in demand for conventional refined products. On a gross margin per barrel basis, excluding non-fuel costs, the Mobile refinery captured $20.50 per barrel or 61% of the Gulf Coast 2-1-1 crack spread, exceeding prior expectations on higher than expected diesel and jet fuel margins. Adjusting for the per barrel RIN obligation, RIN-adjusted gross profit per barrel was $16.54 or 49% of the Gulf Coast 2-1-1 crack spread.

The following table presents the summary financial and operating results from the Mobile Refinery:

 

2Q-4Q

Prior

4Q22

2022

Guidance1

 

 

 

 

Total Throughput (bpd)

77,964

72,686

74,000

Total Production (MMbbl)

7.13

19.90

6.81

Facility Capacity Utilization2

104.0%

96.9%

-

 

 

 

 

Fuel Gross Margin ($/MM)

147.1

398.4

-

RIN Obligation

28.4

68.8

-

RIN Adjusted Fuel Gross Margin

118.7

329.6

-

 

 

 

 

Fuel Gross Margin Per Barrel ($/bbl)

$20.50

$19.93

-

RIN Expense Per Barrel

$3.96

$3.44

-

RIN Adjusted Fuel Gross Margin Per Barrel

$16.54

$16.49

-

 

 

 

Gulf Coast 2-1-1 Crack Spread

$33.84

$37.94

-

Capture Rate

61%

53%

52%

RIN Adjusted Capture Rate

49%

44%

-

Direct Opex Per Barrel ($/bbl)

$3.98

$3.86

$3.88

 

 

 

 

Production Yield

 

 

 

Gasoline (bpd)

20,840

18,049

-

% Production

26.9%

23.3%

-

ULSD (bpd)

24,489

21,424

-

% Production

31.6%

27.7%

-

Jet (bpd)

12,196

11,307

-

% Production

15.7%

14.6%

-

Other3

19,956

21,575

-

% Production

25.8%

27.8%

-

Total Production (bpd)

77,481

72,355

-

Total Production (MMbbl)

7.13

19.90

-

 

 

 

1.) Prior guidance issued on Nov. 2 2022
2.) Assumes 75,000 barrels per day of operational capacity
3.) Other includes naphtha, intermediates and LPG

Black Oil & Recovery Segment

The legacy Black Oil and Recovery segment generated gross profit of $9.6 million for the fourth quarter 2022. Operating income was $3.4 million in quarter. The prior year period is not comparable due to the reclassification of our segment operating and financial data, which has been consolidated into two primary reportable segments, Black Oil and Recovery and Refining and Marketing, for financial reporting purposes.

During the 2022 fourth quarter, the Company’s legacy Marrero (Louisiana) and Columbus (Ohio) refineries operated at 106% and 89% of total utilization, respectively.

Renewable Diesel Conversion Project Timeline & Construction Update

Renewable diesel conversion project continues on estimated timeline and budget. Vertex’s previously disclosed capital project designed to modify the Mobile, Alabama refinery’s hydrocracking unit to produce renewable diesel fuel on a standalone basis continues to progress along the Company’s planned construction timeline towards mechanical completion in late March 2023, with initial renewable diesel production volumes expected in April 2023. The company took down the hydrocracking unit as planned on January 6th 2023, with approximately 55% of shut-down related work now completed. The company continues to expect the project to reach mechanical completion in late 1Q23. Expected total capital costs for the project are estimated to be approximately $110-$115 million, with approximately $33.2 million or 75% of the company’s total $42.2 million capital expenditure budget for the fourth quarter spent on the project. Recent construction progress milestones as of February 28, 2023 include:

  • Over 290,000 work hours completed without reportable safety incident
  • Hydrocracker outage related work execution is >55% complete
  • ISBL equipment nearing completion – catalyst loading to begin in the next week
  • Mechanical completion remains on track for late March 2023
  • Detailed system handover and commissioning plan in place

Balance Sheet and Liquidity Update

As of December 31, 2022, Vertex had total long-term debt outstanding of $360.3 million, including long term debt $260.2 million and lease obligations of $100.1 million. The Company had total cash and equivalents of $146.2 million including $4.9 million of restricted cash on the balance sheet as of December 31, 2022, for a net debt position of $214.1 million. The ratio of net debt to trailing twelve month Adjusted EBITDA was 1.3x as of December 31, 2022.

Management Outlook

Based on current data and projected trends, Company management believes that several ongoing factors will continue to support a robust refined product margin environment for the US refining complex in the near to medium term. Primary market drivers include continued strength in global refined product demand, reduced capacity in global refining throughput and below average levels of domestic inventories of refined products including gasoline, and distillate. As a result, management’s expectations for a historically elevated margin environment continue through the first quarter of 2023 and into the second quarter of 2023.

All guidance presented below is current as of the time of this release and is subject to change. All prior financial guidance should no longer be relied upon.

First Quarter 2023 Financial and Operating Outlook:

1Q 2023

Projections:

Low

 

High

Mobile Refinery Total Throughput (bpd)

69,000

72,000

Direct Operating Expense ($/bbl)

$3.85

$4.00

 

 

Capture Rate (GC 2-1-1 Crack Spread)

50.0%

54.0%

 

 

Capital Expenditures ($ / millions)

$30.0

$35.0

Commodity Derivative Position and Price Risk Management Strategy

Vertex may, at times, utilize derivative instruments to manage exposure to fluctuations in various commodity prices, including refined fuel products sold, natural gas used in the refining process, as well as feedstocks and refined products held in inventory. Management sets and implements hedging policies in order to improve visibility on cost inputs, sales prices, and resulting cash flow generation for the purpose of planning and budgeting of the business.

The company currently has no substantial outstanding commodity derivative hedge positions as of February 28, 2022, and as such, continues to remain exposed to prevailing market prices and conditions for the purchase and sale of all feedstocks and refined products.

Conference Call and Webcast Details

A conference call will be held today at 8:00 A.M. Eastern Time to review the Company’s financial results, discuss recent events and conduct a question-and-answer session. An audio webcast of the conference call and accompanying presentation materials will also be available in the “Events and Presentation” section of Vertex’s website at www.vertexenergy.com. To listen to a live broadcast, visit the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.

To participate in the live teleconference:

Domestic: 1-877-300-8521
International: 1-412-317-6026

Conference ID: 10174530

To listen to a replay of the teleconference, which will be available through Tuesday, March 14, 2023 at 11:59 PM ET, either go to the Events and Presentation section of Vertex’s website at www.vertexenergy.com or call the number below:

Domestic Replay: 1-844-512-2921
Access Code: 10174530

ABOUT VERTEX ENERGY

Houston-based Vertex Energy, Inc. (NASDAQ: VTNR), is an energy transition company focused on the production and distribution of conventional and alternative fuels. Vertex owns a refinery in Mobile (AL) with an operable refining capacity of 75,000 barrels per day and more than 3.2 million barrels of product storage, positioning it as a leading supplier of fuels in the region. Vertex is also one of the largest processors of used motor oil and co-products in the U.S. Gulf Coast. Vertex also owns a facility, Myrtle Grove, located on a 41-acre industrial complex, with hydroprocessing and plant infrastructure along the Gulf Coast in Belle Chasse, LA, that presents high yield, low CAPEX opportunity for future Energy Transition projects.

FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the securities laws, including the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. The important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the Company’s projected Outlook for the first quarter of 2023, as discussed above; the Company’s ability to raise sufficient capital to complete future capital projects and the terms of such funding, to the extent necessary; the timing of planned capital projects at the Mobile Refinery and the outcome thereof; the future production of the Mobile Refinery; the estimated timeline of the renewable diesel capital project, estimated and actual production associated therewith, estimated revenues over the course of the agreement with Idemitsu, anticipated and unforeseen events which could reduce future production at the refinery or delay planned capital projects, changes in commodity and credits values, and certain early termination rights associated with the Idemitsu agreement and conditions precedent to such agreement; certain mandatory redemption provisions of the outstanding senior convertible notes, the conversion rights associated therewith, and dilution caused by such conversions; the Company’s ability to comply with required covenants under outstanding senior notes and a term loan and pay amounts due under such senior notes and term loan, including interest and other amounts due thereunder; the ability of the Company to retain and hire key personnel; risks associated with the ability of Vertex to complete current plans for expansion and growth, and planned capital projects; the level of competition in our industry and our ability to compete; our ability to respond to changes in our industry; the loss of key personnel or failure to attract, integrate and retain additional personnel; our ability to protect our intellectual property and not infringe on others’ intellectual property; our ability to scale our business; our ability to maintain supplier relationships and obtain adequate supplies of feedstocks; our ability to obtain and retain customers; our ability to produce our products at competitive rates; our ability to execute our business strategy in a very competitive environment; trends in, and the market for, the price of oil and gas and alternative energy sources; the impact of inflation on margins and costs; the volatile nature of the prices for oil and gas caused by supply and demand, including volatility caused by the ongoing Ukraine/Russia conflict; our ability to maintain our relationships with our partners; the impact of competitive services and products; the outcome of pending and potential future litigation, judgments and settlements; rules and regulations making our operations more costly or restrictive; changes in environmental and other laws and regulations and risks associated with such laws and regulations; economic downturns both in the United States and globally, increases in inflation and interest rates, increased costs of borrowing associated therewith and potential declines in the availability of such funding; risk of increased regulation of our operations and products; disruptions in the infrastructure that we and our partners rely on; interruptions at our facilities; unexpected and expected changes in our anticipated capital expenditures resulting from unforeseen or planned required maintenance, repairs, or upgrades; our ability to acquire and construct new facilities; our ability to effectively manage our growth; decreases in global demand for, and the price of, oil, due to COVID-19, state, federal and foreign responses thereto, inflation, recessions or other reasons, including declines in economic activity or global conflicts; our ability to acquire sufficient amounts of used oil feedstock through our collection routes, to produce finished products, and in the absence of such internally collected feedstocks, and our ability to acquire fourth-party feedstocks on commercially reasonable terms; unexpected downtime at our facilities; risks associated with COVID-19, the global efforts to stop the spread of COVID-19, potential downturns in the U.S. and global economies due to COVID-19 and the efforts to stop the spread of the virus, and COVID-19 in general; anti-dilutive rights associated with our outstanding securities; our level of indebtedness, which could affect our ability to fulfill our obligations, impede the implementation of our strategy, and expose us to interest rate risk; dependence on fourth party transportation services and pipelines; risks related to obtaining required crude oil supplies, and the costs of such supplies; counterparty credit and performance risk; unanticipated problems at, or downtime effecting, our facilities and those operated by fourth parties; risks relating to our hedging activities; and risks relating to planned divestitures and acquisitions. Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s publicly filed reports, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 and future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. These reports are available at www.sec.gov. The Company cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on Vertex’s future results. The forward-looking statements included in this press release are made only as of the date hereof. Vertex cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Vertex undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by fourth parties that are not paid for by Vertex. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

PROJECTIONS

The financial projections (the “Projections”) included herein were prepared by Vertex in good faith using assumptions believed to be reasonable. A significant number of assumptions about the operations of the business of Vertex were based, in part, on economic, competitive, and general business conditions prevailing at the time the Projections were developed. Any future changes in these conditions, may materially impact the ability of Vertex to achieve the financial results set forth in the Projections. The Projections are based on numerous assumptions, including realization of the operating strategy of Vertex; industry performance; no material adverse changes in applicable legislation or regulations, or the administration thereof, or generally accepted accounting principles; general business and economic conditions; competition; retention of key management and other key employees; absence of material contingent or unliquidated litigation, indemnity, or other claims; minimal changes in current pricing; static material and equipment pricing; no significant increases in interest rates or inflation; and other matters, many of which will be beyond the control of Vertex, and some or all of which may not materialize. The Projections also assume the continued uptime of the Company’s facilities at historical levels and the successful funding of, timely completion of, and successful outcome of, planned capital projects. Additionally, to the extent that the assumptions inherent in the Projections are based upon future business decisions and objectives, they are subject to change. Although the Projections are presented with numerical specificity and are based on reasonable expectations developed by Vertex’s management, the assumptions and estimates underlying the Projections are subject to significant business, economic, and competitive uncertainties and contingencies, many of which will be beyond the control of Vertex. Accordingly, the Projections are only estimates and are necessarily speculative in nature. It is expected that some or all of the assumptions in the Projections will not be realized and that actual results will vary from the Projections. Such variations may be material and may increase over time. In light of the foregoing, readers are cautioned not to place undue reliance on the Projections. The projected financial information contained herein should not be regarded as a representation or warranty by Vertex, its management, advisors, or any other person that the Projections can or will be achieved. Vertex cautions that the Projections are speculative in nature and based upon subjective decisions and assumptions. As a result, the Projections should not be relied on as necessarily predictive of actual future events.

NON-GAAP FINANCIAL MEASURES

In addition to our results calculated under generally accepted accounting principles in the United States ("GAAP"), in this earnings release we also present Refining Gross Margin, EBITDA and Adjusted EBITDA. Refining Gross Margin, EBITDA and Adjusted EBITDA are “non-GAAP financial measures” presented as supplemental measures of the Company’s performance. They are not presented in accordance with GAAP. Refining gross margin is defined as revenues less the cost of fuel intakes and other fuel costs. It excludes operating expense and depreciation attributable to cost of revenues and other non-operating items in cost of revenues. EBITDA represents net income before interest, taxes, depreciation and amortization, for continued and discontinued operations. Adjusted EBITDA is defined as EBITDA before other income, impairment loss on assets, unrealized (gain)/loss on hedging activities, (gain)/loss on hedge roll (backwardation), environmental clean-up reserve, loss (gain) on change in value of derivative warrant liability, unrealized (gain) loss on derivative instruments, gain (loss) on intermediation agreement, Shell transaction related and acquisition expenses and stock-based compensation expense (for continued and discontinued operations) and other unusual or non-recurring items.


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HOUSTON--(BUSINESS WIRE)--PACIFIC COAST OIL TRUST (OTC–ROYTL) (the “Trust”), a royalty trust formed by Pacific Coast Energy Company LP (“PCEC”), announced today that there will be no cash distribution to the holders of its units of beneficial interest of record on February 28, 2023 based on the Trust’s calculation of net profits generated during December 2022 (the “Current Month”) as provided in the conveyance of net profits interests and overriding royalty interest (the “Conveyance”). Given the Trust’s receipt of insufficient monthly income from its net profits interests and overriding royalty interest during 2020 and 2021, the Trust had been expected to terminate by its terms at the end of 2021; however, as described further below, a court had issued a temporary restraining order enjoining the dissolution of the Trust until an arbitration tribunal could rule on the plaintiff’s request for injunctive relief. As described further below, based on information from PCEC, the likelihood of distributions to the unitholders in the foreseeable future is extremely remote. All financial and operational information in this press release has been provided to the Trustee by PCEC.

The Current Month’s distribution calculation for the Developed Properties resulted in operating income of approximately $1.8 million. Revenues from the Developed Properties were approximately $7.7 million, lease operating expenses including property taxes were approximately $5.7 million, and development costs were approximately $222,000. The higher lease operating expenses reflected in the Current Month were mainly due to the additional expenses from the East Coyote and Sawtelle fields included in the Current Month’s calculations (see “Update on East Coyote and Sawtelle Fields” below), as well as additional compliance costs related to greenhouse gas emissions requirements. The average realized price for the Developed Properties was $81.93 per Boe for the Current Month, as compared to $86.73 per Boe in November 2022. Oil prices in recent months generally have remained elevated well above their 2020 and 2021 levels and were higher in the Current Month as compared to December 2021. The cumulative net profits deficit amount for the Developed Properties decreased approximately $1.4 million, to approximately $4.2 million in the Current Month versus approximately $5.6 million in the prior month.

As revenues from the Remaining Properties during the month of August 2022 were sufficient to repay the remaining cumulative net profits deficit for the Remaining Properties, the Trust received income from the 25% net profits interest instead of income from the 7.5% overriding royalty interest, as provided under the Conveyance. Revenues from the Remaining Properties were $1.4 million and lease operating expenses including property taxes were approximately $887,000. Average realized prices for the Remaining Properties were $73.09 per Boe in December, as compared to $84.30 per Boe in November. Income from the net profits interest for the Remaining Properties for the month of December was approximately $116,000.

The monthly operating and services fee of approximately $100,000 payable to PCEC, together with Trust general and administrative expenses of approximately $125,000 and the payment of approximately $15,000 of accrued interest under the promissory note between the Trust and PCEC, together exceeded the payment of approximately $116,000 received from PCEC from the 25% net profits interest on the Remaining Properties, creating a shortfall of approximately $125,000.

PCEC has provided the Trust with a $1 million letter of credit to be used by the Trust if its cash on hand (including available cash reserves) is not sufficient to pay ordinary course administrative expenses as they become due. As of March 31, 2021, the letter of credit has been fully drawn down. Further, the trust agreement provides that if the Trust requires more than the $1 million under the letter of credit to pay administrative expenses, PCEC will, upon written request of the Trustee, loan funds to the Trust in such amount as necessary to pay such expenses. Under the trust agreement, the Trust may only use funds provided under the letter of credit or loaned by PCEC or another source to pay the Trust’s current accounts or other obligations to trade creditors in connection with obtaining goods or services or for the payment of other accrued current liabilities arising in the ordinary course of the Trust’s business. As the Trust has fully drawn down the letter of credit, PCEC will be loaning funds to the Trust to pay the expected shortfall of approximately $125,000, which would bring the total amount of outstanding borrowings (including the amount drawn from the letter of credit, which also must be repaid as provided in the trust agreement) from PCEC to approximately $3.9 million plus interest thereon, related to shortfalls from prior months. Consequently, no further distributions may be made to Trust unitholders until the Trust’s indebtedness created by such amounts drawn or borrowed, including interest thereon, has been paid in full.

Sales Volumes and Prices

The following table displays PCEC’s underlying sales volumes and average prices for the Current Month:

Underlying Properties

Sales Volumes

Average Price

(Boe)

(Boe/day)

(per Boe)

Developed Properties (a)

93,773

3,025

 

$81.93

Remaining Properties (b)

19,274

622

$73.09

 

(a) Crude oil sales represented 99% of sales volumes

(b) Crude oil sales represented 100% of sales volumes

Update on East Coyote and Sawtelle Fields

As previously disclosed, WG Holdings SPV, LLC (“WG Holdings”), the operator of the East Coyote and Sawtelle fields, had not made any payments to PCEC for production from such fields since April 30, 2021, despite repeated requests. Because PCEC accrues for estimated future net income to be received from WG Holdings, PCEC previously passed through the Trust’s share of approximately $1 million in net income from these fields, which was approximately $830,000 net to the Trust, in the relevant monthly net profits interest calculations. Due to WG Holdings’ withholding of these past-due payments, PCEC reversed the cash flows attributable to these properties for the net profits interest calculation month of February 2022, pending the resolution of the payment issue with WG Holdings. PCEC has informed the Trustee that it has received payment from WG Holdings. As a result, the net profits interest calculation for the Current Month reflects an upward adjustment of approximately $1.1 million, net of operating expenses. Of the $1.1 million received, approximately $1.0 million was attributable to the Developed Properties and approximately $58,000 was attributable to the Remaining Properties.

Update on Estimated Asset Retirement Obligations

As previously disclosed, in November 2019, PCEC informed the Trustee that, as permitted by the Conveyance, PCEC intended to begin deducting its estimated asset retirement obligations (“ARO”) associated with the West Pico, Orcutt Hill, Orcutt Hill Diatomite, East Coyote and Sawtelle fields, thereby reducing the amounts payable to the Trust under its Net Profits Interests. ARO is the recognition related to net present value of future plugging and abandonment costs that all oil and gas operators face. PCEC engaged an accounting firm, Moss Adams LLP (“Moss Adams”), acting as third-party consultants, to assist PCEC in determining its estimated ARO, and on February 27, 2020, PCEC informed the Trustee that based on the analysis performed by Moss Adams, PCEC’s estimated ARO, as of December 31, 2019, was $45,695,643, which is approximately $10.0 million less than the undiscounted amount that was originally estimated before Moss Adams completed its analysis, as previously disclosed in the Trust’s Current Report on Form 8‑K filed on November 13, 2019. According to PCEC and its third-party consultants, its estimated ARO, which reflected PCEC’s assessment of current market conditions as of December 31, 2019 and changes in California law, was determined to be approximately $33.2 million for the Developed Properties and approximately $12.5 million for the Remaining Properties, or approximately $26.5 million and approximately $3.1 million net to the Trust, respectively, and PCEC has reflected these amounts beginning with the calculation of the net profits generated during January 2020. The accrual has resulted in a current cumulative net profits deficit of approximately $6.7 million, which must be recouped from proceeds otherwise payable to the Trust from the Trust’s Net Profits Interests. Therefore, until the net profits deficit for the Remaining Properties was eliminated in August 2022, the only cash proceeds the Trust had received since March 2020 were pursuant to the 7.5% overriding royalty interest. With the repayment of the remaining cumulative net profits deficit for the Remaining Properties in August 2022, the current cumulative net profits deficit relates only to the Developed Properties and will be repaid from proceeds otherwise payable to the Trust from the Trust’s 80% net profits interest.

PCEC has informed the Trustee that in accordance with generally accepted accounting principles, PCEC will evaluate the ARO on a quarterly basis. As a result of that re-evaluation, the actual ARO incurred in the future may be greater or less than the estimated amounts provided by PCEC. As previously disclosed, PCEC has informed the Trustee that at year-end 2020, and following the end of each of the first, second and third quarters of 2021, in light of the accounting guidance under Accounting Standards Codification 410-20-35-3, which requires the recognition of changes in the asset retirement obligation due to the passage of time and revision of the timing or amount of the originally estimated undiscounted cash flows, PCEC re-evaluated the estimated ARO, which resulted in an aggregate increase to the ARO accrual for the Developed Properties by approximately $5.1 million, net to the Trust’s interest, and an aggregate increase to the ARO accrual for the Remaining Properties by approximately $288,000, net to the Trust’s interest. PCEC has informed the Trustee that the audit of PCEC’s financial statements for the year ended December 31, 2021 has not yet been completed, and that when the audit is completed, PCEC expects to recognize further revisions to the ARO accrual for the Developed Properties, but at this time cannot estimate the amount or direction of any such revisions.

Based on PCEC’s estimate of its ARO attributable to the Net Profits Interest, deductions relating to estimated ARO are likely to eliminate the likelihood of any distributions to Trust unitholders for the foreseeable future, as previously disclosed in the Trust’s Current Report on Form 8-K filed on November 13, 2019.

As previously disclosed, the Trust engaged Martindale Consultants, Inc. (“Martindale”), a provider of analysis and compliance review services to the oil and gas industry, to perform an independent review of the estimated ARO in the Moss Adams report that PCEC provided to the Trustee. The Trustee also has engaged an accounting expert to advise the Trustee regarding the accruals that PCEC has booked relating to its estimated ARO. As disclosed in the Trust’s Current Report on Form 8-K filed on December 29, 2020, Martindale has completed its review of the estimated ARO and on December 21, 2020 provided its analysis and recommendations to the Trustee. Based on Martindale’s recommendations provided in its report to the Trust, as disclosed in the Trust’s Current Report on Form 8-K filed on December 29, 2020, the Trustee requested that PCEC promptly make several adjustments to its calculations and methods of deducting ARO from the proceeds to which the Trust is otherwise entitled pursuant to its Net Profits Interests. PCEC has responded to the Trustee, indicating PCEC’s view that the adjustments would violate applicable contracts and accounting standards, and has therefore declined to make any adjustments to the estimated ARO calculation based on those requests and the recommendations of the Martindale report. The Trustee has concluded that it has taken all action reasonably available to it under the Trust’s governing documents in connection with PCEC’s ARO calculation and therefore has determined not to take further action at this time.

As described in more detail in the Trust’s filings with the SEC, the trust agreement provides that the Trust will terminate if the annual cash proceeds received by the Trust from the Net Profits Interests and 7.5% overriding royalty interest total less than $2.0 million for each of any two consecutive calendar years. Because of the cumulative net profits deficit—which PCEC contends is the result of the substantial reduction in commodity prices during 2020 due to the COVID-19 pandemic and PCEC’s deduction of estimated ARO beginning in the first quarter of 2020—the only cash proceeds the Trust had received from March 2020 until the elimination of the net profits deficit for the Remaining Properties as discussed above had been attributable to the 7.5% overriding royalty interest. As a result, the total proceeds received by the Trust in each of 2020 and 2021 were less than $2.0 million. Therefore, the Trust had been expected to terminate by its terms at the end of 2021.

Status of the Dissolution of the Trust

As previously disclosed in the Trust’s Current Report on Form 8-K filed on December 23, 2021, on December 8, 2021, Evergreen Capital Management LLC (“Evergreen”) filed an Amended Class Action and Shareholder Derivative Complaint alleging a derivative action on behalf of the Trust and against PCEC in the Superior Court of the State of California for the County of Los Angeles (the “Court”).

On December 10, 2021, Evergreen filed a motion for temporary restraining order and for preliminary injunction, seeking to (1) enjoin the Trustee from dissolving the Trust, (2) enjoin PCEC from dissolving the Trust, (3) direct PCEC to account for all monies withheld from the Trust on the basis of ARO costs since September 2019, and (4) direct PCEC to place such monies in escrow. On December 16, 2021, the Court granted Evergreen’s application for a temporary restraining order only to the extent of enjoining the dissolution of the Trust. Accordingly, the Trust did not dissolve at the end of 2021 and commence the process of selling its assets and winding up its affairs.

On January 11, 2022, PCEC and Evergreen filed an agreed stipulation to stay the prosecution of Evergreen’s derivative claims pending an arbitration of such claims. On January 13, 2022, the Court signed an Order dissolving the December 16, 2021, temporary restraining order and entering a new temporary restraining order to preserve the status quo until a tribunal of three arbitrators appointed pursuant to the trust agreement could rule on any request by Evergreen for injunctive relief. On April 11, 2022, PCEC notified the Court, at the arbitrators’ request, that the arbitration panel had issued an order on April 7, 2022, denying Evergreen’s request for injunctive relief. On April 13, 2022, Evergreen notified the Court that Evergreen had filed a motion for reconsideration with the arbitration panel that same day, which was denied on May 26, 2022. On August 30, 2022, the arbitration Panel issued a Partial Final Award dismissing with prejudice Evergreen’s derivative claims against PCEC, including Evergreen’s application for an injunction. On December 5, 2023, the California Superior Court confirmed that Partial Final Award.

On June 20, 2022, Evergreen filed an amended pleading in the arbitration, adding the Trustee as a party to that proceeding. In early September 2022, Evergreen informed the Trustee that it was going to seek a preliminary injunction while its claims against the Trustee were pending. At the request of the arbitration panel, the Trustee agreed to take no steps toward the sale of the Trust corpus until the Panel decided Evergreen’s application for a preliminary injunction. On September 12, 2022, the Trustee filed a motion to dismiss Evergreen’s claims against the Trustee. On September 22, 2022, Evergreen filed an opposition to the Trustee’s motion to dismiss. On September 15, 2022, Evergreen filed a motion to enjoin the Trustee from selling the Trust assets or dissolving the Trust during the pendency of the arbitration. The Trustee and PCEC filed oppositions to Evergreen’s motion on September 22, 2022. Both motions were heard by the Panel on October 24, 2022. On October 31, 2022, the Panel granted the Trustee’s motion and dismissed Evergreen’s claims against the Trustee with prejudice, which mooted Evergreen’s request for injunctive relief.

As a result, the Trustee plans to move forward with the winding up of the Trust in accordance with the provisions of the Trust Agreement, which will include selling all of the Trust’s assets and distributing the net proceeds of the sale to the Trust unitholders after payment, or reasonable provision for payment, of all Trust liabilities, including the establishment of cash reserves in such amounts as the Trustee in its discretion deems appropriate for the purpose of making reasonable provision for all claims and obligations of the Trust, including any contingent, conditional or unmatured claims and obligations, in accordance with the Delaware Statutory Trust Act. The Trustee is also working with PCEC and the independent auditor of the Trust to become current in the Trust’s periodic reporting obligations under the Securities Exchange Act of 1934.

Production Update

PCEC has informed the Trustee that PCEC continues to strategically deploy capital to enhance and maintain production. Costs associated with returning wells to service must be recovered before cash flow to the Trust can be created. Although oil prices have improved significantly from their lowest levels in 2020, any monthly payments, as a result of enhanced production, that PCEC may make to the Trust may not be sufficient to cover the Trust’s administrative expenses and outstanding debt to PCEC, and therefore the likelihood of distributions to the unitholders in the foreseeable future is extremely remote.

Cancellation of Connection Agreement with Phillips 66

PCEC has informed the Trustee that on September 22, 2022, PCEC received notice from Phillips 66 of the cancellation of the Connection Agreement between PCEC and Phillips 66 with respect to the three leases located south of Orcutt in Santa Barbara, California, effective upon completion of PCEC’s deliveries in December 2022. As a result of the cancellation, PCEC will no longer have a pipeline interconnection between the Orcutt properties and the Santa Maria Refinery, which Phillips 66 is expected to shut down in early 2023. Currently this pipeline is the sole means by which PCEC transports its crude oil from the Orcutt properties, which relates to approximately 86% and 91% of the production attributable to the Trust’s interests in 2021 and to date in 2022, respectively.

The shutdown of the refinery and the pipeline will adversely affect PCEC’s financial performance, and the revenues that may be payable to the Trust, if PCEC is unable to secure alternative means of transporting oil from the Orcutt properties to market. PCEC has informed the Trustee that it has been able to secure a short-term contract to transport oil from the Orcutt properties commencing on January 4, 2023, albeit at reduced volumes and with a higher differential compared to the terms previously achievable through the Phillips 66 Connection Agreement. PCEC has indicated to the Trustee that it continues to explore options to secure long-term transportation of oil from the Orcutt properties by other means.

Overview of Trust Structure

Pacific Coast Oil Trust is a Delaware statutory trust formed by PCEC to own interests in certain oil and gas properties in the Santa Maria Basin and the Los Angeles Basin in California (the “Underlying Properties”). The Underlying Properties and the Trust’s net profits, and royalty interests are described in the Trust’s filings with the SEC. As described in the Trust’s filings with the SEC, the amount of any periodic distributions is expected to fluctuate, depending on the proceeds received by the Trust as a result of actual production volumes, oil and gas prices, development expenses, and the amount and timing of the Trust’s administrative expenses, among other factors. For additional information on the Trust, please visit https://royt.q4web.com/home/default.aspx.

Cautionary Statement Regarding Forward-Looking Information

This press release contains statements that are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are "forward-looking statements" for purposes of these provisions. These forward-looking statements include estimates of future asset retirement obligations, expectations regarding the impact of deductions for such obligations on future distributions to unitholders, estimates of future total distributions to unitholders, expectations regarding the outcome of the legal proceedings relating to the Trust and any future dissolution of the Trust, statements regarding the impact of returning shut-in wells to production, expectations regarding the cancellation of the Connection Agreement between Phillips 66 and PCEC and the shutdown of the Santa Maria refinery, and the impact of such cancellation and shutdown on PCEC’s financial condition and future payments to the Trust, expectations regarding PCEC’s ability to loan funds to the Trust, statements regarding the expected winding down of the Trust, and the amount and date of any anticipated distribution to unitholders. In any case, PCEC’s deductions of its estimated asset retirement obligations will have a material adverse effect on distributions to the unitholders and on the trading price of the Trust units and may result in the termination of the Trust. Any anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from PCEC with respect to the relevant period. Any differences in actual cash receipts by the Trust could affect this distributable amount. The amount of such cash received or expected to be received by the Trust (and its ability to pay distributions) has been and will be significantly and negatively affected by low commodity prices, which declined significantly during 2020, could decline again and could remain low for an extended period of time as a result of a variety of factors that are beyond the control of the Trust and PCEC. Other important factors that could cause actual results to differ materially include expenses related to the operation of the Underlying Properties, including lease operating expenses, expenses of the Trust, and reserves for anticipated future expenses. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither PCEC nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release.


Contacts

Pacific Coast Oil Trust
The Bank of New York Mellon Trust Company, N.A., as Trustee
Sarah Newell
1(512) 236-6555


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Highlights:


  • Fourth quarter revenues of $162.2 million, net loss of $13.0 million and operating cash flow of $29.4 million;
  • Fourth quarter Adjusted EBITDA of $15.1 million and free cash flow of $25.8 million;
  • Full year revenues of $697.1 million, net income of $2.2 million and operating cash flow of $91.8 million;
  • Full year 2022 Adjusted EBITDA of $112.8 million and free cash flow of $82.6 million;
  • Repurchased 40% of its outstanding Class A Series 1 preferred shares in the fourth quarter of 2022, which was the equivalent of approximately 6% of the Company’s fully diluted common shares outstanding at the time of the transaction;
  • Following the aforementioned preferred share repurchase and prior to year-end 2022, the remaining balance of preferred shares was converted into common shares, which are now the only class of shares outstanding; and
  • Recently announced two five-year contract awards in Australia with expected revenues of approximately A$937 million.

HOUSTON & CALGARY, Alberta--(BUSINESS WIRE)--Civeo Corporation (NYSE:CVEO) today reported financial and operating results for the fourth quarter and year ended December 31, 2022.

“Despite inflationary headwinds in 2022, Civeo reported strong results. We operated safely while achieving higher revenues and Adjusted EBITDA compared to 2021. We also generated significant free cash flow and substantially reduced our total debt balance as well as our net leverage ratio,” said Bradley J. Dodson, Civeo's President and Chief Executive Officer.

Mr. Dodson continued, “We continued to prioritize returning capital to shareholders by repurchasing the equivalent of approximately 1.5 million common shares during 2022. We allocated approximately $45 million of capital, or over 50% of the Company's 2022 free cash flow, to these repurchases. We will continue to evaluate opportunities to return capital to shareholders in 2023 as well as opportunities to deploy capital for both organic and inorganic growth.”

Mr. Dodson added, “Looking forward, we are encouraged by the recent contract awards in Australia with their significant terms and expected occupancy. In both cases, these contract renewals retained Civeo's previous work with the customer and granted us additional locations or additional room commitments, while taking share from competitors.”

Fourth Quarter 2022 Results

In the fourth quarter of 2022, Civeo generated revenues of $162.2 million and reported a net loss of $13.0 million, or $1.31 per diluted share. The loss results in part from $5.7 million in costs associated with impairments on assets in Australia and the U.S. During the fourth quarter of 2022, Civeo produced operating cash flow of $29.4 million, Adjusted EBITDA of $15.1 million and free cash flow of $25.8 million.

By comparison, in the fourth quarter of 2021, Civeo generated revenues of $159.8 million and reported net income of $9.8 million, or $0.58 per diluted share. During the fourth quarter of 2021, Civeo produced operating cash flow of $25.3 million, Adjusted EBITDA of $34.5 million and free cash flow of $26.1 million.

Overall, the decrease in Adjusted EBITDA in the fourth quarter of 2022 compared to 2021 was primarily due to (1) $8.5 million of non-operating items such as the impact of a stronger U.S. dollar relative to the Canadian and Australian dollars, increased stock-based compensation expense due to a higher stock price and larger gains on sales of assets in the fourth quarter of 2021; (2) $3.3 million of customer and insurance settlements which positively impacted the fourth quarter of 2021; (3) a $2.9 million increase in SG&A largely related to higher information technology expenses and professional fees; and (4) approximately $4.7 million of increased operating costs largely driven by inflationary pressures, partially mitigated by increased Australia village occupancy.

Full Year 2022 Results

For the full year 2022, the Company reported revenues of $697.1 million and net income of $2.2 million, or $0.21 loss per share. Adjusted EBITDA for the full year 2022 was $112.8 million. This compared to revenues of $594.5 million and a net loss of $0.6 million, or $0.04 per share, for the full year 2021. Adjusted EBITDA was $109.1 million in 2021. Results for the full year of 2022 reflect the impact of weakened Australian and Canadian dollars relative to the U.S. dollar, which decreased revenues and Adjusted EBITDA by $38.2 million and $8.1 million, respectively.

The increase in Adjusted EBITDA in 2022 as compared to 2021 was largely driven by Canadian contract camp activity in the first half of 2022, partially offset by the weakened Australian and Canadian dollar.

Business Segment Results

(Unless otherwise noted, the following discussion compares the quarterly results for the fourth quarter of 2022 to the results for the fourth quarter of 2021.)

Canada

During the fourth quarter of 2022, the Canada segment generated revenues of $88.0 million, operating loss of $6.1 million and Adjusted EBITDA of $11.8 million, compared to revenues of $92.2 million, operating income of $6.9 million and Adjusted EBITDA of $23.1 million in the fourth quarter of 2021. Results from the fourth quarter of 2022 reflect the impact of a weakened Canadian dollar relative to the U.S. dollar, which decreased revenues and Adjusted EBITDA by $6.9 million and $1.0 million, respectively.

On a constant currency basis, the Canadian segment experienced a 3% period-over-period increase in revenues driven by a 6% year-over-year increase in billed rooms. Despite the increase in billed rooms, Adjusted EBITDA for the Canadian segment decreased year-over-year primarily due to inflationary pressures and certain non-operating items that benefited the fourth quarter of 2021. Operating loss for the fourth quarter of 2022 includes asset impairment charges of $3.8 million.

Australia

During the fourth quarter of 2022, the Australia segment generated revenues of $73.1 million, operating loss of $2.7 million and Adjusted EBITDA of $13.1 million, compared to revenues of $62.3 million, operating income of $2.2 million and Adjusted EBITDA of $13.6 million in the fourth quarter of 2021. Results from the fourth quarter of 2022 reflect the impact of a weakened Australian dollar relative to the U.S. dollar, which decreased revenues and Adjusted EBITDA by $8.0 million and $1.5 million, respectively.

On a constant currency basis, the Australian segment experienced a 30% period-over-period increase in revenues driven by increased integrated services activity and a 12% year-over- year increase in billed rooms. Adjusted EBITDA from the Australian segment increased year-over-year due to increased village occupancy and integrated services activity, partially offset by inflationary pressures throughout the business.

U.S.

The U.S. segment generated revenues of $1.1 million, operating loss of $3.7 million and negative Adjusted EBITDA of $0.4 million in the fourth quarter of 2022, compared to revenues of $5.3 million, operating loss of $3.0 million and Adjusted EBITDA of $3.3 million in the fourth quarter of 2021. The revenue and Adjusted EBITDA decrease was primarily due to a $3.8 million gain on sale of assets from the fourth quarter 2021 sale of our West Permian Lodge and the sale of the segment's offshore and wellsite businesses in the second half of 2022. Operating loss for the fourth quarter of 2022 includes asset impairment charges of $1.9 million.

Financial Condition

As of December 31, 2022, Civeo had total liquidity of approximately $104.1 million, consisting of $96.1 million available under its revolving credit facilities and $8.0 million of cash on hand.

Civeo’s total debt outstanding on December 31, 2022 was $132.0 million, a $5.8 million increase from September 30, 2022 and a $43.1 million decrease from December 31, 2021.

Civeo reported a net leverage ratio of 1.1x as of December 31, 2022.

During 2022, Civeo invested $25.4 million in capital expenditures, up from $15.6 million during 2021. This increase is primarily due to increased maintenance spending on the Company's lodges and villages.

Full Year 2023 Guidance

For the full year of 2023, Civeo expects revenues of $630.0 million to $650.0 million, EBITDA of $85.0 million to $95.0 million and capital expenditures of $25.0 million to $30.0 million.

Conference Call

Civeo will host a conference call to discuss its fourth quarter 2022 financial results today at 11:00 a.m. Eastern time. This call is being webcast and can be accessed at Civeo's website at www.civeo.com. Participants may also join the conference call by dialing (877) 423-9813 in the United States or (201) 689-8573 internationally and asking for the Civeo call or using the conference ID 13736531#. A replay will be available after the call by dialing (844) 512-2921 in the United States or (412) 317-6671 internationally and using the conference ID 13736531#.

About Civeo

Civeo Corporation is a leading provider of hospitality services with prominent market positions in the Canadian oil sands and the Australian natural resource regions. Civeo offers comprehensive solutions for lodging hundreds or thousands of workers with its long-term and temporary accommodations and provides food services, housekeeping, facility management, laundry, water and wastewater treatment, power generation, communications systems, security and logistics services. Civeo currently operates a total of 26 lodges and villages in Canada, Australia and the U.S., with an aggregate of approximately 28,000 rooms. Civeo is publicly traded under the symbol CVEO on the New York Stock Exchange. For more information, please visit Civeo's website at www.civeo.com.

Forward Looking Statements

This news release contains forward-looking statements within the meaning of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements herein include the statements regarding Civeo’s future plans and outlook, including guidance, current trends and liquidity needs, and ability to pay down debt are based on then current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the general nature of the accommodations industry, risks associated with the level of supply and demand for oil, coal, iron ore and other minerals, including the level of activity, spending and developments in the Canadian oil sands, the level of demand for coal and other natural resources from, and investments and opportunities in, Australia, and fluctuations or sharp declines in the current and future prices of oil, natural gas, coal, iron ore and other minerals, risks associated with failure by our customers to reach positive final investment decisions on, or otherwise not complete, projects with respect to which we have been awarded contracts, which may cause those customers to terminate or postpone contracts, risks associated with currency exchange rates, risks associated with the company’s ability to integrate acquisitions, risks associated with labor shortages, risks associated with the development of new projects, including whether such projects will continue in the future, risks associated with the trading price of the company’s common shares, availability and cost of capital, risks associated with general global economic conditions, inflation, global weather conditions, natural disasters, global health concerns, such as the COVID-19 pandemic, and security threats and changes to government and environmental regulations, including climate change, and other factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Civeo’s most recent annual report on Form 10-K and other reports the company may file from time to time with the U.S. Securities and Exchange Commission. Each forward-looking statement contained herein speaks only as of the date of this release. Except as required by law, Civeo expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Information

EBITDA, Adjusted EBITDA, free cash flow, net debt, bank-adjusted EBITDA and net leverage ratio are non-GAAP financial measures. See “Non-GAAP Reconciliation” below for definitions and additional information concerning non-GAAP financial measures, including a reconciliation of the non-GAAP financial information presented in this press release to the most directly comparable financial information presented in accordance with GAAP. Non-GAAP financial information supplements and should be read together with, and is not an alternative or substitute for, the Company’s financial results reported in accordance with GAAP. Because non-GAAP financial information is not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures.

- Financial Schedules Follow -

CIVEO CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

 

THREE MONTHS ENDED

 

TWELVE MONTHS ENDED

DECEMBER 31,

DECEMBER 31,

 

 

2022

 

2021

 

2022

 

2021

 

 

 

 

 

 

 

 

 

Revenues

 

$

162,193

 

 

$

159,794

 

 

$

697,052

 

 

$

594,463

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales and services

 

 

127,671

 

 

 

117,220

 

 

 

517,063

 

 

 

436,462

 

Selling, general and administrative expenses

 

 

19,390

 

 

 

14,396

 

 

 

69,962

 

 

 

60,600

 

Depreciation and amortization expense

 

 

21,396

 

 

 

20,173

 

 

 

87,214

 

 

 

83,101

 

Impairment expense

 

 

5,721

 

 

 

 

 

 

5,721

 

 

 

7,935

 

Other operating expense (income)

 

 

261

 

 

 

191

 

 

 

74

 

 

 

313

 

 

 

 

174,439

 

 

 

151,980

 

 

 

680,034

 

 

 

588,411

 

Operating income (loss)

 

 

(12,246

)

 

 

7,814

 

 

 

17,018

 

 

 

6,052

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(3,397

)

 

 

(3,035

)

 

 

(11,474

)

 

 

(12,964

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 

(416

)

Interest income

 

 

24

 

 

 

 

 

 

39

 

 

 

2

 

Other income

 

 

859

 

 

 

7,133

 

 

 

5,149

 

 

 

13,199

 

Income (loss) before income taxes

 

 

(14,760

)

 

 

11,912

 

 

 

10,732

 

 

 

5,873

 

Income tax benefit (provision)

 

 

2,689

 

 

 

(1,022

)

 

 

(4,402

)

 

 

(3,376

)

Net income (loss)

 

 

(12,071

)

 

 

10,890

 

 

 

6,330

 

 

 

2,497

 

Less: Net income attributable to noncontrolling interest

 

 

627

 

 

 

613

 

 

 

2,333

 

 

 

1,147

 

Net income (loss) attributable to Civeo Corporation

 

 

(12,698

)

 

 

10,277

 

 

 

3,997

 

 

 

1,350

 

Less: Dividends attributable to Class A preferred shares

 

 

302

 

 

 

485

 

 

 

1,771

 

 

 

1,925

 

Net income (loss) attributable to Civeo Corporation common shareholders

 

$

(13,000

)

 

$

9,792

 

 

$

2,226

 

 

$

(575

)

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to Civeo Corporation common shareholders:

 

 

 

 

 

 

 

 

Basic

 

$

(1.31

)

 

$

0.59

 

 

$

(0.21

)

 

$

(0.04

)

Diluted

 

$

(1.31

)

 

$

0.58

 

 

$

(0.21

)

 

$

(0.04

)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

13,835

 

 

 

14,165

 

 

 

14,002

 

 

 

14,232

 

Diluted

 

 

13,835

 

 

 

14,289

 

 

 

14,002

 

 

 

14,232

 

CIVEO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

December 31,

 

December 31,

2022

2021

 

 

(UNAUDITED)

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

7,954

 

 

$

6,282

 

Accounts receivable, net

 

 

119,755

 

 

 

114,859

 

Inventories

 

 

6,907

 

 

 

6,468

 

Assets held for sale

 

 

8,653

 

 

 

11,762

 

Prepaid expenses and other current assets

 

 

10,280

 

 

 

17,822

 

Total current assets

 

 

153,549

 

 

 

157,193

 

 

 

 

 

 

Property, plant and equipment, net

 

 

301,890

 

 

 

389,996

 

Goodwill, net

 

 

7,672

 

 

 

8,204

 

Other intangible assets, net

 

 

81,747

 

 

 

93,642

 

Operating lease right-of-use assets

 

 

15,722

 

 

 

18,327

 

Other noncurrent assets

 

 

5,604

 

 

 

5,372

 

Total assets

 

$

566,184

 

 

$

672,734

 

 

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

51,087

 

 

$

49,321

 

Accrued liabilities

 

 

39,211

 

 

 

33,564

 

Income taxes

 

 

178

 

 

 

171

 

Current portion of long-term debt

 

 

28,448

 

 

 

30,576

 

Deferred revenue

 

 

991

 

 

 

18,479

 

Other current liabilities

 

 

8,342

 

 

 

4,807

 

Total current liabilities

 

 

128,257

 

 

 

136,918

 

 

 

 

 

 

Long-term debt

 

 

102,505

 

 

 

142,602

 

Deferred income taxes

 

 

4,778

 

 

 

896

 

Operating lease liabilities

 

 

12,771

 

 

 

15,429

 

Other noncurrent liabilities

 

 

14,172

 

 

 

13,778

 

Total liabilities

 

 

262,483

 

 

 

309,623

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

Preferred shares

 

 

 

 

 

61,941

 

Common shares

 

 

 

 

 

 

Additional paid-in capital

 

 

1,624,512

 

 

 

1,582,442

 

Accumulated deficit

 

 

(930,123

)

 

 

(912,951

)

Treasury stock

 

 

(9,063

)

 

 

(8,050

)

Accumulated other comprehensive loss

 

 

(385,187

)

 

 

(361,883

)

Total Civeo Corporation shareholders' equity

 

 

300,139

 

 

 

361,499

 

Noncontrolling interest

 

 

3,562

 

 

 

1,612

 

Total shareholders' equity

 

 

303,701

 

 

 

363,111

 

Total liabilities and shareholders' equity

 

$

566,184

 

 

$

672,734

 

CIVEO CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

TWELVE MONTHS ENDED

DECEMBER 31,

 

 

2022

 

2021

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

Net income

 

$

6,330

 

 

$

2,497

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization

 

 

87,214

 

 

 

83,101

 

Impairment charges

 

 

5,721

 

 

 

7,935

 

Loss on extinguishment of debt

 

 

 

 

 

416

 

Deferred income tax expense

 

 

4,177

 

 

 

3,070

 

Non-cash compensation charge

 

 

3,787

 

 

 

4,127

 

Gain on disposals of assets

 

 

(4,917

)

 

 

(6,188

)

Provision for loss on receivables, net of recoveries

 

 

162

 

 

 

141

 

Other, net

 

 

3,223

 

 

 

2,200

 

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

 

(14,447

)

 

 

(28,131

)

Inventories

 

 

(1,845

)

 

 

(526

)

Accounts payable and accrued liabilities

 

 

12,323

 

 

 

15,435

 

Taxes payable

 

 

5

 

 

 

(28

)

Other current assets and liabilities, net

 

 

(9,960

)

 

 

4,485

 

Net cash flows provided by operating activities

 

 

91,773

 

 

 

88,534

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Capital expenditures

 

 

(25,421

)

 

 

(15,571

)

Proceeds from disposition of property, plant and equipment

 

 

16,286

 

 

 

14,306

 

Other, net

 

 

190

 

 

 

559

 

Net cash flows used in investing activities

 

 

(8,945

)

 

 

(706

)

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Term loan repayments

 

 

(30,442

)

 

 

(125,483

)

Revolving credit borrowings (repayments), net

 

 

(3,374

)

 

 

49,157

 

Debt issuance costs

 

 

 

 

 

(4,412

)

Repurchases of common shares

 

 

(14,209

)

 

 

(4,649

)

Repurchases of preferred shares

 

 

(30,553

)

 

 

 

Other, net

 

 

(1,078

)

 

 

(1,120

)

Net cash flows used in financing activities

 

 

(79,656

)

 

 

(86,507

)

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(1,500

)

 

 

(1,194

)

Net change in cash and cash equivalents

 

 

1,672

 

 

 

127

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

6,282

 

 

 

6,155

 

Cash and cash equivalents, end of period

 

$

7,954

 

 

$

6,282

 

CIVEO CORPORATION

SEGMENT DATA

(in thousands)

(unaudited)

 

 

 

THREE MONTHS ENDED

 

TWELVE MONTHS ENDED

DECEMBER 31,

DECEMBER 31,

 

 

2022

 

2021

 

2022

 

2021

Revenues

 

 

 

 

 

 

 

 

Canada

 

$

88,013

 

 

$

92,155

 

 

$

395,997

 

 

$

321,378

 

Australia

 

 

73,098

 

 

 

62,300

 

 

 

278,252

 

 

 

251,074

 

United States

 

 

1,082

 

 

 

5,339

 

 

 

22,803

 

 

 

22,011

 

Total revenues

 

$

162,193

 

 

$

159,794

 

 

$

697,052

 

 

$

594,463

 

 

 

 

 

 

 

 

 

 

EBITDA (1)

 

 

 

 

 

 

 

 

Canada

 

$

11,803

 

 

$

23,125

 

 

$

83,248

 

 

$

76,326

 

Australia

 

 

9,286

 

 

 

13,570

 

 

 

57,118

 

 

 

48,727

 

United States

 

 

(2,351

)

 

 

3,283

 

 

 

(1,957

)

 

 

1,815

 

Corporate and eliminations

 

 

(9,356

)

 

 

(5,471

)

 

 

(31,361

)

 

 

(25,663

)

Total EBITDA

 

$

9,382

 

 

$

34,507

 

 

$

107,048

 

 

$

101,205

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (1)

 

 

 

 

 

 

 

 

Canada

 

$

11,803

 

 

$

23,125

 

 

$

83,248

 

 

$

76,326

 

Australia

 

 

13,094

 

 

 

13,570

 

 

 

60,926

 

 

 

56,662

 

United States

 

 

(438

)

 

 

3,283

 

 

 

(44

)

 

 

1,815

 

Corporate and eliminations

 

 

(9,356

)

 

 

(5,471

)

 

 

(31,361

)

 

 

(25,663

)

Total adjusted EBITDA

 

$

15,103

 

 

$

34,507

 

 

$

112,769

 

 

$

109,140

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

Canada

 

$

(6,058

)

 

$

6,892

 

 

$

17,023

 

 

$

12,816

 

Australia

 

 

(2,715

)

 

 

2,230

 

 

 

14,731

 

 

 

7,303

 

United States

 

 

(3,736

)

 

 

(3,038

)

 

 

(8,330

)

 

 

(8,869

)

Corporate and eliminations

 

 

263

 

 

 

1,730

 

 

 

(6,406

)

 

 

(5,198

)

Total operating income (loss)

 

$

(12,246

)

 

$

7,814

 

 

$

17,018

 

 

$

6,052

 

 

 

 

 

 

 

 

 

 

(1) Please see Non-GAAP Reconciliation Schedule.

 

 

CIVEO CORPORATION

NON-GAAP RECONCILIATIONS

(in thousands)

(unaudited)

 

 

 

THREE MONTHS ENDED

 

TWELVE MONTHS ENDED

DECEMBER 31,

DECEMBER 31,

 

 

2022

 

2021

 

2022

 

2021

 

 

 

 

 

 

 

 

 

EBITDA (1)

 

$

9,382

 

$

34,507

 

$

107,048

 

$

101,205

Adjusted EBITDA (1)

 

$

15,103

 

$

34,507

 

$

112,769

 

$

109,140

Free Cash Flow (2)

 

$

25,757

 

$

26,128

 

$

82,638

 

$

87,269

Net Leverage Ratio (3)

 

 

 

 

 

1.1x

 

 

(1)

The term EBITDA is a non-GAAP financial measure that is defined as net income (loss) attributable to Civeo Corporation plus interest, taxes, depreciation and amortization. The term Adjusted EBITDA is a non-GAAP financial measure that is defined as EBITDA adjusted to exclude certain other unusual or non-operating items. EBITDA and Adjusted EBITDA are not measures of financial performance under generally accepted accounting principles and should not be considered in isolation from or as a substitute for net income or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. Additionally, EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Civeo has included EBITDA and Adjusted EBITDA as supplemental disclosures because its management believes that EBITDA and Adjusted EBITDA provide useful information regarding its ability to service debt and to fund capital expenditures and provide investors a helpful measure for comparing Civeo's operating performance with the performance of other companies that have different financing and capital structures or tax rates. Civeo uses EBITDA and Adjusted EBITDA to compare and to monitor the performance of its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan.

 

The following table sets forth a reconciliation of EBITDA and Adjusted EBITDA to net income (loss) attributable to Civeo Corporation, which is the most directly comparable measure of financial performance calculated under generally accepted accounting principles (in thousands) (unaudited):

 

 

THREE MONTHS ENDED

 

TWELVE MONTHS ENDED

DECEMBER 31,

DECEMBER 31,

 

 

2022

 

2021

 

2022

 

2021

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Civeo Corporation

 

$

(12,698

)

 

$

10,277

 

$

3,997

 

 

$

1,350

 

Income tax provision (benefit)

 

 

(2,689

)

 

 

1,022

 

 

4,402

 

 

 

3,376

 

Depreciation and amortization

 

 

21,396

 

 

 

20,173

 

 

87,214

 

 

 

83,101

 

Interest income

 

 

(24

)

 

 

 

 

(39

)

 

 

(2

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

416

 

Interest expense

 

 

3,397

 

 

 

3,035

 

 

11,474

 

 

 

12,964

 

EBITDA

 

$

9,382

 

 

$

34,507

 

$

107,048

 

 

$

101,205

 

Adjustments to EBITDA

 

 

 

 

 

 

 

 

Impairment of long-lived assets (a)

 

 

5,721

 

 

 

 

 

5,721

 

 

 

7,935

 

Adjusted EBITDA

 

$

15,103

 

 

$

34,507

 

$

112,769

 

 

$

109,140

 

(a)

Relates to asset impairments in the fourth quarter of 2022 and the second quarter of 2021. In the fourth quarter of 2022, we recorded a pre-tax loss related to the impairment of long-lived assets in our Australian segment of $3.8 million and a pre-tax loss related to the impairment of long-lived assets in our U.S. segment of $1.9 million, which is included in Impairment expense on the unaudited statements of operations.

 

In the second quarter of 2021, we recorded a pre-tax loss related to the impairment of long-lived assets in our Australian segment of $7.9 million, which is included in Impairment expense on the unaudited statements of operations.


Contacts

Carolyn J. Stone
Civeo Corporation
Senior Vice President & Chief Financial Officer
713-510-2400


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