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  • Fourth Quarter Adjusted EBITDA Growth of 6%, Led by Strong Construction Products Performance
  • Full Year Adjusted EBITDA Growth of 18% Demonstrated the Resilience of the Company's Infrastructure Businesses
  • Full Year Free Cash Flow of $178 Million, Second Consecutive Year of Conversion Greater than 100% of Net Income
  • Continued Progress on Strategic Positioning with 2020 Acquisitions in Aggregates and Engineered Structures

DALLAS--(BUSINESS WIRE)--Arcosa, Inc. (NYSE: ACA) (“Arcosa,” the “Company,” “We,” or “Our”), a provider of infrastructure-related products and solutions, today announced results for the fourth quarter and full year ended December 31, 2020.

Fourth Quarter Highlights (All comparisons are versus the prior-year quarter unless noted otherwise)

  • Revenues increased 3% to $458.9 million
  • Net income of $10.5 million and Adjusted Net Income of $16.5 million
  • Diluted EPS of $0.21 and Adjusted Diluted EPS of $0.33
  • Adjusted EBITDA increased 6% to $56.4 million
  • Operating cash flow of $33.2 million and free cash flow of $8.0 million
  • Net income reduced by $4.5 million pre-tax, non-cash impairment on a barge manufacturing asset acquisition from 2018

Full Year Highlights (All comparisons are versus the prior year unless noted otherwise)

  • Revenues increased 11% to $1,935.6 million
  • Net income of $106.6 million and Adjusted Net Income of $119.8 million
  • Diluted EPS of $2.18 and Adjusted Diluted EPS of $2.45, an increase of 4% year-over-year
  • Adjusted EBITDA increased 18% to $283.7 million
  • Operating cash flow of $259.9 million; free cash flow of $177.8 million, 167% of net income
  • Net debt to Adjusted EBITDA of 0.5X for the trailing twelve months and total liquidity of $467.2 million, including cash of $95.8 million

Commenting on 2020 performance, Antonio Carrillo, President and Chief Executive Officer, noted, “During one of the most challenging business periods in recent history, our 2020 results demonstrate the resilience of our company and the strength of our culture. Our teams did an outstanding job prioritizing the health and safety of our employees and communities, while continuing to provide critical infrastructure products for our customers.

“We achieved 18% Adjusted EBITDA growth, generated $178 million of free cash flow, and maintained a healthy balance sheet in a challenging macroeconomic environment.

“Our Construction Products segment was a key driver of our strong 2020 financial results. The segment reported 35% revenue growth and 50% Adjusted EBITDA growth, driven by the Cherry acquisition and improved margins across the segment. Our outlook for these businesses remains favorable, and we expect to continue to deploy capital to strengthen our current market positions and expand our geographic footprint.

“In 2020, we also strategically expanded our product lines in Engineered Structures to include telecom, traffic, and concrete structures. We are integrating these acquisitions and expect to replicate these platforms in other regions.

“I am very pleased with the progress we have made in positioning Arcosa around more stable infrastructure products since we became an independent company in 2018. Our portfolio is less cyclical than it was three years ago, and we are well-positioned to maintain our momentum even when our Transportation Products businesses are in downturns. Although our guidance range is below 2020’s performance due to the COVID-related downturn in our barge business, the outlook for our key growth businesses in Construction Products and Engineered Structures remains positive.”

Carrillo concluded, “I want to thank all our employees for their dedication under difficult circumstances. The way we have executed in the last year makes me proud to lead such a high performing and resilient company. I am excited about our prospects for the future, and the organic and acquisition growth opportunities we have ahead of us.”

2021 Outlook and Guidance

Based on our current portfolio of businesses, the Company expects full year 2021 revenues of $1.78 billion to $1.90 billion, and Adjusted EBITDA of $250 million to $270 million.

Looking ahead into 2021, we are optimistic on the underlying health of most of our markets, and our key growth businesses in Construction Products and Engineered Structures are positioned well for organic and acquisition growth.

  • Construction activity remains robust, particularly in key states like Texas, and could see additional upside from new state and federal infrastructure spending. We continue to see healthy activity in infrastructure and residential markets, while non-residential markets have performed better than expected, led by increased demand for distribution and data centers.
  • Our Engineered Structures product lines continue to experience healthy demand led by increased spending on electrical transmission, telecom, and traffic infrastructure, although we expect lower production for wind towers in 2021.

The largest year-over-year challenge in 2021 will be in our Transportation Products segment, as the barge business continues to be impacted by the effects of COVID-19. As a result, we expect the segment to generate Adjusted EBITDA in the $35-40 million range in 2021, down from $78 million in 2020. We remain confident in the medium and long-term fundamentals of these businesses once short-term macroeconomic conditions improve.

  • Dry barge demand is fundamentally strong, and a recovering agricultural economy drove our barge business to a 1.0 book-to-bill in Q4 2020. However, dry barge orders have recently been deferred by the rapid acceleration in steel prices since December 2020, driven by steel capacity that was idled during COVID.
  • Liquid barge demand remains depressed by reduced demand for refined products and petrochemicals, which began declining during the COVID pandemic and has not recovered to pre-pandemic levels. We are optimistic about a recovery, but that is unlikely to occur in time for 2021 production.
  • Demand in rail components has stabilized, but 2021 is expected to be a lower year for new railcar deliveries in North America than 2020. Industry analysts expect a recovery in new railcar deliveries in the second half of 2021 and into 2022.

The February 2021 winter storm in Texas and the broader Southern United States will impact our Q1 performance, as we lost more than one week of production across a significant part of our operating footprint. As of the date of this release, we have restored operations in most of our facilities but may experience continuing impacts in our supply chain, particularly for steel mill production that was impacted by the storm.

We expect Corporate expenses of approximately $13-14 million per quarter in 2021, excluding potential non-recurring expenses. Additionally, we expect 2021 capital expenditures of $100-110 million, consisting of maintenance capital of approximately $80 million and growth capital of $20-30 million.

Fourth Quarter 2020 Results and Commentary

Construction Products

  • Revenues increased 46% to $149.1 million in the fourth quarter, led by higher volumes in our legacy natural aggregates business in North and Central Texas, as well as the Cherry and Strata acquisitions.
  • Fourth quarter Adjusted Segment EBITDA increased 73% to $31.0 million, representing a 20.8% margin compared to a 17.5% margin a year ago. The 330 basis-point increase in margin was primarily due to volume and operating improvements in our legacy business, the contributions of Cherry and Strata, and lower fuel costs.
  • The Cherry acquisition continued to perform well, driven by healthy demand across natural and recycled aggregates in the Houston area.
  • In our natural aggregates business, we experienced strong volumes in Texas from healthy residential and highway demand as well as newly acquired locations. We experienced continued weakness from plants serving oil and gas markets.
  • Revenues were also higher in our specialty materials businesses as demand conditions continued to improve from mid-2020 COVID-19 related lows.
  • Our trench shoring business stabilized during the fourth quarter, with roughly flat profitability compared to the prior year despite lower revenues.

Engineered Structures * The Company has renamed the segment formerly called Energy Equipment Group to "Engineered Structures" to more accurately reflect the product portfolio within the segment

  • Fourth quarter revenues were down 2% year-over-year to $209.1 million, driven primarily by lower volumes in storage tanks and wind towers. Volumes were higher for utility structures and supported by the addition of the traffic and telecom structures product lines acquired during 2020.
  • Adjusted Segment EBITDA decreased 16% to $23.3 million, representing an 11.1% margin compared to a 13.0% margin a year ago. The year-over-year decrease in EBITDA and margin was primarily due to the temporary idling of a wind tower facility for retooling to make larger towers, operational challenges in our utility structures business related to COVID-19, and the ramp-up of a new utility structures facility.
  • Inquiry levels for utility structures, wind towers, and the newly acquired product lines remained healthy, driven by robust spending in transmission, renewable energy, telecom, and traffic markets. We are encouraged by recent inquiry activity in wind towers that would add to our backlog for 2021 and 2022 production.
  • The combined backlog for utility, wind, and related structures decreased to $334.0 million from $429.3 million at the end of the third quarter.

Transportation Products

  • Fourth quarter revenues were $100.6 million, down 24% year-over-year. Barge revenues decreased 18% driven by lower tank barge deliveries. Rail Components revenues declined 44% year-over-year, as the new railcar market remained depressed.
  • We incurred a non-cash impairment charge of $4.5 million related to unusable non-operating assets from a barge manufacturing asset acquisition in 2018. This impairment was added back to Adjusted EBITDA.
  • Adjusted Segment EBITDA decreased 17% year-over-year to $15.8 million, representing a 15.7% margin compared to a 14.4% margin a year ago. Segment margins increased due to improved profitability in the barge backlog and strong operational performance that more than offset weakness in the components business.
  • The barge business received orders of approximately $81 million in the quarter, for a book-to-bill of 1.0. The bulk of these orders were for dry barges. The barge backlog was $175.5 million, compared to $177.5 million at the end of the third quarter.
  • We have reduced our capacity in all three barge operating plants to align with lower production levels in 2021, while remaining flexible to allow time for fundamentals to recover. We are evaluating additional cost reduction alternatives and if demand does not improve in the near term, we will take additional actions to reduce our cost structure.
  • In our rail components business, we have also reduced our capacity and lowered our cost structure until market conditions improve.

Corporate

  • Corporate expenses increased $4.0 million to $16.5 million in the fourth quarter, primarily due to $1.6 million of acquisition-related transaction and integration costs from the Company's 2020 acquisitions.

Cash Flow and Liquidity

  • During the fourth quarter, operating cash flow was $33.2 million and free cash flow was $8.0 million.
  • For the full year, operating cash flow was $259.9 million and free cash flow was $177.8 million, or approximately 167% of net income.
  • We invested $25.2 million in capital expenditures during the quarter, for a full year total of $82.1 million.
  • We also invested $94.0 million in two complementary acquisitions during the quarter, including the $87.0 million acquisition of Strata and the $7.0 million acquisition of an additional traffic structures business with operations in Florida.
  • We returned approximately $6.5 million to shareholders during the fourth quarter, through $2.5 million in dividends and $4.0 million in share repurchases. In December 2020 our board authorized a new $50 million share repurchase program effective January 1, 2021 through December 31, 2022.
  • We ended the quarter with total liquidity of $467.2 million, including $95.8 million of cash, and net debt to Adjusted EBITDA of 0.5X for the trailing twelve months.

Non-GAAP Financial Information

This earnings release contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations of non-GAAP financial measures to the closest GAAP measure are included in the accompanying tables to this earnings release.

Conference Call Information

A conference call is scheduled for 8:30 a.m. Eastern Time on February 25, 2021 to discuss fourth quarter and full year ended December 31, 2020 results. To listen to the conference call webcast, please visit the Investor Relations section of Arcosa’s website at https://ir.arcosa.com. A slide presentation for this conference call will be posted on the Company’s website in advance of the call at https://ir.arcosa.com. The audio conference call number is 866-342-8588 for domestic callers and 203-518-9865 for international callers. The conference ID is ARCOSA and the passcode is 272672. An audio playback will be available through 11:59 p.m. Eastern Time on March 11, 2021, by dialing 800-756-8809 for domestic callers and 402-220-7214 for international callers. A replay of the webcast will be available for one year on Arcosa’s website at https://ir.arcosa.com/news-events/events-presentations.

About Arcosa

Arcosa, Inc. (NYSE:ACA), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading positions in construction, engineered structures, and transportation markets. Arcosa reports its financial results in three principal business segments: the Construction Products segment, the Engineered Structures segment, and the Transportation Products segment. For more information, visit www.arcosa.com.

Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Arcosa’s estimates, expectations, beliefs, intentions or strategies for the future. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” “strategy,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Arcosa expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, except as required by federal securities laws. Forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to assumptions, risks and uncertainties regarding the impact of the COVID-19 pandemic on Arcosa’s customer demand for Arcosa’s products and services, Arcosa’s supply chain, Arcosa’s employees ability to work because of COVID-19 related illness, the health and safety of our employees, the effect of governmental regulations imposed in response to the COVID-19 pandemic; assumptions, risks and uncertainties regarding achievement of the expected benefits of Arcosa’s spin-off from Trinity; tax treatment of the spin-off; failure to successfully integrate Strata, or failure to achieve the expected benefits of the acquisition; market conditions and customer demand for Arcosa’s business products and services; the cyclical nature of, and seasonal or weather impact on, the industries in which Arcosa competes; competition and other competitive factors; governmental and regulatory factors; changing technologies; availability of growth opportunities; market recovery; ability to improve margins; and Arcosa’s ability to execute its long-term strategy, and such forward-looking statements are not guarantees of future performance. For further discussion of such risks and uncertainties, see "Risk Factors" and the "Forward-Looking Statements" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Arcosa's Form 10-K for the year-ended December 31, 2020 to be filed on or about February 25, 2021, and as may be revised and updated by Arcosa's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Arcosa, Inc.

Condensed Consolidated Statements of Operations

(in millions, except per share amounts)

(unaudited)

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

2020

 

2019

 

2020

 

2019

 

Revenues

$

458.9

 

 

$

446.9

 

 

$

1,935.6

 

 

$

1,736.9

 

 

Operating costs:

 

 

 

 

 

 

 

Cost of revenues

375.2

 

 

369.3

 

 

1,553.6

 

 

1,404.5

 

 

Selling, general, and administrative expenses

59.8

 

 

47.1

 

 

223.1

 

 

179.5

 

 

Impairment charge

7.1

 

 

 

 

7.1

 

 

 

 

 

442.1

 

 

416.4

 

 

1,783.8

 

 

1,584.0

 

 

Operating profit

16.8

 

 

30.5

 

 

151.8

 

 

152.9

 

 

 

 

 

 

 

 

 

 

Interest expense

2.2

 

 

1.7

 

 

10.6

 

 

6.8

 

 

Other, net (income) expense

3.8

 

 

0.3

 

 

3.0

 

 

(0.7

)

 

 

6.0

 

 

2.0

 

 

13.6

 

 

6.1

 

 

Income before income taxes

10.8

 

 

28.5

 

 

138.2

 

 

146.8

 

 

Provision for income taxes

0.3

 

 

7.4

 

 

31.6

 

 

33.5

 

 

Net income

$

10.5

 

 

$

21.1

 

 

$

106.6

 

 

$

113.3

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

Basic

$

0.22

 

 

$

0.44

 

 

$

2.20

 

 

$

2.34

 

 

Diluted

$

0.21

 

 

$

0.43

 

 

$

2.18

 

 

$

2.32

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

Basic

48.0

 

 

47.9

 

 

48.0

 

 

47.9

 

 

Diluted

48.5

 

 

48.4

 

 

48.5

 

 

48.4

 

 

Arcosa, Inc.

Condensed Segment Data

(in millions)

(unaudited)

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

Revenues:

2020

 

2019

 

2020

 

2019

Aggregates and specialty materials

$

136.4

 

 

$

86.2

 

 

$

529.4

 

 

$

364.7

 

Other

12.7

 

 

16.0

 

 

64.2

 

 

75.0

 

Construction Products

149.1

 

 

102.2

 

 

593.6

 

 

439.7

 

 

 

 

 

 

 

 

 

Utility, wind, and related structures

160.4

 

 

156.0

 

 

695.2

 

 

625.4

 

Storage tanks

48.7

 

 

57.0

 

 

182.5

 

 

211.2

 

Engineered Structures

209.1

 

 

213.0

 

 

877.7

 

 

836.6

 

 

 

 

 

 

 

 

 

Inland barges

82.9

 

 

100.9

 

 

378.3

 

 

293.9

 

Steel components

17.7

 

 

31.4

 

 

88.2

 

 

171.8

 

Transportation Products

100.6

 

 

132.3

 

 

466.5

 

 

465.7

 

 

 

 

 

 

 

 

 

Segment Totals before Eliminations

458.8

 

 

447.5

 

 

1,937.8

 

 

1,742.0

 

Eliminations

0.1

 

 

(0.6

)

 

(2.2

)

 

(5.1

)

Consolidated Total

$

458.9

 

 

$

446.9

 

 

$

1,935.6

 

 

$

1,736.9

 

 

 

 

 

 

 

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

Operating profit (loss):

2020

 

2019

 

2020

 

2019

Construction Products

$

12.8

 

 

$

7.4

 

 

$

74.7

 

 

$

52.7

 

Engineered Structures

13.7

 

 

20.9

 

 

80.2

 

 

100.7

 

Transportation Products

6.8

 

 

14.7

 

 

54.6

 

 

46.8

 

Segment Totals before Corporate Expenses

33.3

 

 

43.0

 

 

209.5

 

 

200.2

 

Corporate

(16.5

)

 

(12.5

)

 

(57.7

)

 

(47.3

)

Consolidated Total

$

16.8

 

 

$

30.5

 

 

$

151.8

 

 

$

152.9

 

Backlog:

December 31,
2020

 

December 31,
2019

Engineered Structures:

 

 

 

Utility, wind, and related structures

$

334.0

 

 

$

596.8

 

Storage tanks

$

15.6

 

 

$

36.2

 

Transportation Products:

 

 

 

Inland barges

$

175.5

 

 

$

346.9

 

Arcosa, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

 

 

December 31, 2020

 

December 31, 2019

Current assets:

 

 

 

Cash and cash equivalents

$

95.8

 

 

$

240.4

 

Receivables, net of allowance

260.2

 

 

200.0

 

Inventories

276.8

 

 

283.3

 

Other

32.1

 

 

33.5

 

Total current assets

664.9

 

 

757.2

 

 

 

 

 

Property, plant, and equipment, net

913.3

 

 

816.2

 

Goodwill

794.0

 

 

621.9

 

Intangibles, net

212.9

 

 

51.7

 

Deferred income taxes

15.4

 

 

14.3

 

Other assets

46.2

 

 

41.2

 

 

$

2,646.7

 

 

$

2,302.5

 

Current liabilities:

 

 

 

Accounts payable

$

144.1

 

 

$

90.0

 

Accrued liabilities

115.2

 

 

119.4

 

Advance billings

44.7

 

 

70.9

 

Current portion of long-term debt

6.3

 

 

3.7

 

Total current liabilities

310.3

 

 

284.0

 

 

 

 

 

Debt

248.2

 

 

103.6

 

Deferred income taxes

112.7

 

 

66.4

 

Other liabilities

83.3

 

 

58.1

 

 

754.5

 

 

512.1

 

 

 

 

 

Stockholders' equity:

 

 

 

Common stock

0.5

 

 

0.5

 

Capital in excess of par value

1,694.1

 

 

1,686.7

 

Retained earnings

219.7

 

 

122.9

 

Accumulated other comprehensive loss

(22.1

)

 

(19.7

)

Treasury stock

 

 

 

 

1,892.2

 

 

1,790.4

 

 

$

2,646.7

 

 

$

2,302.5

 

Arcosa, Inc.

Consolidated Statements of Cash Flows

(in millions)

(unaudited)

 

 

Year Ended
December 31,

 

2020

 

2019

Operating activities:

 

 

 

Net income

$

106.6

 

 

$

113.3

 

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

 

 

 

Depreciation, depletion, and amortization

114.5

 

 

85.8

 

Impairment charge

7.1

 

 

 

Stock-based compensation expense

20.0

 

 

14.6

 

Provision for deferred income taxes

9.6

 

 

17.3

 

Gains on disposition of property and other assets

(6.4

)

 

(4.0

)

(Increase) decrease in other assets

(7.6

)

 

(0.9

)

Increase (decrease) in other liabilities

11.5

 

 

4.2

 

Other

0.8

 

 

(4.1

)

Changes in current assets and liabilities:

 

 

 

(Increase) decrease in receivables

(13.5

)

 

99.0

 

(Increase) decrease in inventories

32.6

 

 

(22.7

)

(Increase) decrease in other current assets

1.9

 

 

(11.6

)

Increase (decrease) in accounts payable

43.5

 

 

3.5

 

Increase (decrease) in advance billings

(31.6

)

 

49.3

 

Increase (decrease) in accrued liabilities

(29.1

)

 

15.1

 

Net cash provided by operating activities

259.9

 

 

358.8

 

Investing activities:

 

 

 

Proceeds from disposition of property and other assets

9.6

 

 

8.9

 

Capital expenditures

(82.1

)

 

(85.4

)

Acquisitions, net of cash acquired

(455.7

)

 

(32.9

)

Net cash required by investing activities

(528.2

)

 

(109.4

)

Financing activities:

 

 

 

Payments to retire debt

(104.9

)

 

(81.2

)

Proceeds from issuance of debt

251.4

 

 

 

Shares repurchased

(8.0

)

 

(11.0

)

Dividends paid to common stockholders

(9.8

)

 

(9.9

)

Purchase of shares to satisfy employee tax on vested stock

(3.8

)

 

(4.4

)

Other

(1.2

)

 

(1.9

)

Net cash provided (required) by financing activities

123.7

 

 

(108.4

)

Net increase (decrease) in cash and cash equivalents

(144.6

)

 

141.0

 

Cash and cash equivalents at beginning of period

240.4

 

 

99.4

 

Cash and cash equivalents at end of period

$

95.8

 

 

$

240.4

 

Arcosa, Inc.

Reconciliation of Adjusted EBITDA and Adjusted Net Income

($ in millions)

(unaudited)

 

“EBITDA” is defined as net income plus interest, taxes, depreciation, depletion, and amortization. We adjust EBITDA for certain items that are not reflective of the normal earnings of our business (“Adjusted EBITDA”). GAAP does not define EBITDA or Adjusted EBITDA and they should not be considered as alternatives to earnings measures defined by GAAP, including net income. We use Adjusted EBITDA to assess the operating performance of our consolidated business, as a metric for incentive-based compensation, as a measure within our lending arrangements, and as a basis for strategic planning and forecasting as we believe that it closely correlates to long-term shareholder value. As a widely used metric by analysts, investors, and competitors in our industry, we believe Adjusted EBITDA also assists investors in comparing a company's performance on a consistent basis without regard to depreciation, depletion, amortization, and other items which can vary significantly depending on many factors. “Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by Revenues.

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

Full Year
2021 Guidance

 

2020

 

2019

 

2020

 

2019

 

Low

 

High

Revenues

$

458.9

 

 

$

446.9

 

 

$

1,935.6

 

 

$

1,736.9

 

 

$

1,780.0

 

 

$

1,900.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

10.5

 

 

21.1

 

 

106.6

 

 

113.3

 

 

88.0

 

 

103.0

 

Add:

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

2.2

 

 

1.3

 

 

10.2

 

 

5.4

 

 

10.0

 

 

10.0

 

Provision for income taxes

0.3

 

 

7.4

 

 

31.6

 

 

33.5

 

 

28.0

 

 

33.0

 

Depreciation, depletion, and amortization expense(1)

31.6

 

 

22.6

 

 

114.5

 

 

85.8

 

 

124.0

 

 

124.0

 

EBITDA

44.6

 

 

52.4

 

 

262.9

 

 

238.0

 

 

250.0

 

 

270.0

 

Add:

 

 

 

 

 

 

 

 

 

 

 

Impact of acquisition-related expenses(2)

3.5

 

 

 

 

10.3

 

 

2.0

 

 

 

 

 

Impairment charge

4.5

 

 

 

 

7.1

 

 

 

 

 

 

 

Other, net (income) expense(3)

3.8

 

 

0.7

 

 

3.4

 

 

0.7

 

 

 

 

 

Adjusted EBITDA

$

56.4

 

 

$

53.1

 

 

$

283.7

 

 

$

240.7

 

 

$

250.0

 

 

$

270.0

 

Adjusted EBITDA Margin

12.3

%

 

11.9

%

 

14.7

%

 

13.9

%

 

14.0

%

 

14.2

%


Contacts

INVESTOR CONTACTS
Scott C. Beasley
Chief Financial Officer

Gail M. Peck
SVP, Finance & Treasurer

T 972.942.6500
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David Gold
ADVISIRY Partners

T 212.661.2220
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MEDIA CONTACT
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Read full story here

Resilient Labor Force Keeps Cargo Moving

HOUSTON--(BUSINESS WIRE)--The Port Commission of the Port of Houston Authority met virtually in regular session on Tuesday, following the unprecedented winter storm that hit Texas last week. Chairman Ric Campo opened the meeting by expressing his concern and gratitude for the work of employees and partners impacted by this historic weather event and its aftermath.



Many Texans, including Port Houston employees and partners, suffered from the loss of electricity, heat, and water and damage to their homes during the record-breaking sub-freezing temperatures, as Port Houston suspended operations temporarily at its public facilities.

“Throughout the week, our main priority was the safety of our people and keeping everyone out of harm’s way,” Chairman Campo said. “Thank you to employees who continued to carry out their duties under these challenging conditions.” Multiple teams staffed port facilities during the event to help ensure safety, security, and the protection of infrastructure.

The event impacted several public terminal facilities, which experienced a loss of power, water, and other systems. “Following the suspension of operations, our team members and partners worked around the clock to support the reopening of Port Houston,” Chairman Campo said. Subsequently, the customer service hours at the container facilities were extended to help alleviate the backlog and maximize cargo flow.

“Much of what comes across our docks supplies millions of people in our region with food and other essential goods, making our role especially critical in times of crisis,” Chairman Campo said. “We reopened our terminals to begin moving cargo and support our community as recovery moves forward.”

Roughly 80% of Port Houston employees experienced impacts from the winter storm, according to an internal survey. “Looking ahead, we are committed to supporting our people and their wellbeing as they also work to recover,” Chairman Campo stressed.

Port Houston staff has activated its Employee Catastrophic Assistance Fund to support employees who experienced harm following the storm. This program provides grants of up to $5,000 for employees in need and through employee donation of leave time hours.

“We’re pleased to coordinate that effort and see port employees supporting one another in this time of need, just as the port supports our region,” Chairman Campo said. “Together, we will get back to normal as soon as possible.”

The chairman also provided an update on the Houston Ship Channel Expansion program, Project 11. The project is transitioning from planning and design to its first physically tangible action, with work beginning soon to convert a Port Authority site to a dredge material placement area. Proposals are due in March, with a contract expected to be awarded in April.

During the meeting, Port Houston also announced its 46th consecutive Certificate of Achievement for Excellence in Financial Reporting awarded by the Government Finance Officers Association for its 2019 Comprehensive Annual Financial Report (CAFR). This certificate is the highest form of recognition for governmental accounting and financial reporting.

The next regular Port Commission meeting is scheduled for March 23.

About Port Houston

For more than 100 years, Port Houston has owned and operated the public wharves and terminals along the Houston Ship Channel, including the area’s largest breakbulk facility and two of the most efficient and fastest-growing container terminals in the country. Port Houston is the advocate and a strategic leader for the Channel. The Houston Ship Channel complex and its more than 200 public and private terminals, collectively known as the Port of Houston, is the nation’s largest port for waterborne tonnage and an essential economic engine for the Houston region, the state of Texas, and the U.S. The Port of Houston supports the creation of nearly 1.35 million jobs in Texas and 3.2 million jobs nationwide, and economic activity totaling $339 billion in Texas – 20.6 percent of Texas’ total gross domestic product (GDP) – and $801.9 billion in economic impact across the nation. For more information, visit the website at www.PortHouston.com.


Contacts

Lisa Ashley, Director, Media Relations
Office: 713-670-2644; Mobile: 832-247-8179
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Reports results at the top of the guidance range
Over 20,500 water and wastewater customer connections added
Invests a record amount in infrastructure improvements

BRYN MAWR, Pa.--(BUSINESS WIRE)--Essential Utilities Inc. (NYSE: WTRG), today reported results for the fourth quarter and year ended Dec. 31, 2020.


“2020 marks another remarkable year in our company’s history. We changed our name, acquired Peoples, reported another year of operational excellence and strong growth and invested a record amount in infrastructure,” said Essential Chairman and Chief Executive Officer Christopher Franklin. “These accomplishments during a year filled with so many challenges are what allowed us to remain strong and dedicated to our mission of providing essential natural resources to our customers.”

“As we look to 2021, I am confident that we have positioned ourselves to play a critical role in solving our country’s infrastructure challenges while recognizing our responsibility to be an industry leader in protecting our environment,” said Franklin.

Full-year 2020 Operating Results

Essential reported total operating revenues of $1.46 billion in 2020, an increase of 64.4% compared to $889.7 million in the prior year. The acquisition of Peoples in the first quarter contributed $520.9 million of this revenue growth, while the remainder was due to rate and surcharge increases, increased volume and growth in the regulated water segment. Water usage was up 0.8% year over year due to the work-from-home orders and favorable weather. Adjusted revenues for 2020, which exclude water and gas rate credits issued one time to utility customers, were $1.49 billion (non-GAAP).

Operations and maintenance expenses were $528.6 million for 2020 compared to $333.1 million in the prior year. The increase in operations and maintenance expenses was primarily a result of operations and maintenance expenses of $199.9 million from the acquisition of Peoples.

Essential reported adjusted net income for the full year 2020 of $403.1 million (non-GAAP), or $1.58 per share (non-GAAP) compared to $1.47 per share (non-GAAP) in 2019, an increase of 7.5% from the prior year. Adjusted income and adjusted income per share (both non-GAAP financial measures) for 2020 exclude the impact of both the Peoples transaction-related one-time rate credits issued to utility customers of $23.0 million and Peoples transaction-related expenses, and include a normalized pro forma adjustment for the Peoples operating results for the period Jan. 1, 2020 to March 15, 2020 to provide the basis for a 2020 full-year run rate of operating results. Please refer to the reconciliation of GAAP to non-GAAP financial measures later in this press release for additional information on Essential’s use of non-GAAP financial measures as a supplement to its GAAP results.

Essential’s net income of $284.8 million (GAAP), or $1.12 per share (GAAP), compared to $224.5 million, or $1.04 per share in 2019, an increase in net income of 26.9% from the prior year. Results for the full year 2020 include the operating results of Peoples, representing the company’s regulated natural gas segment, and results for the full year 2019 include Peoples transaction-related items.

Fourth Quarter 2020 Operating Results

Revenues increased to $474.0 million in the fourth quarter compared to $226.0 million in the same period of 2019, an increase of 109.7%. The Peoples acquisition contributed $240.6 million of this revenue growth, while the remainder was due to increased volume, growth and rate and surcharge increases in the regulated water segment. Adjusted revenues for the fourth quarter of 2020, which exclude gas rate credits issued one-time to Pennsylvania utility customers, were $492.9 million (non-GAAP).

Operations and maintenance expenses increased to $157.2 million for the fourth quarter of 2020 compared to $85.3 million in the fourth quarter of 2019. The increase in operations and maintenance expenses was primarily a result of operations and maintenance expenses of $72.6 million from the acquisition of Peoples.

For the fourth quarter 2020, Essential reported net income of $102.7 million (GAAP), or $0.40 per share (GAAP), compared to $64.2 million, or $0.28 per share, for the fourth quarter 2019. Results for the fourth quarter of 2020 include the operating results of Peoples, which largely comprises the company’s regulated natural gas segment, and results for the fourth quarter of 2019 include Peoples transaction-related items. Adjusting for transaction-related gas rate credits issued to utility customers, adjusted net income in the fourth quarter of 2020 was $116.2 million (non-GAAP), or $0.46 per share (non-GAAP). Please refer to the reconciliation of GAAP to non-GAAP financial measures later in this press release for additional information on Essential’s use of non-GAAP financial measures as a supplement to its GAAP results.

Dividend

On Jan. 27, 2021, Essential’s board of directors declared a quarterly cash dividend of $0.2507 per share of common stock. This dividend will be payable on March 1, 2021 to shareholders of record on Feb. 12, 2021. The company has paid a consecutive quarterly cash dividend for more than 76 years.

Water Utility Acquisition Growth

In 2020, Essential invested approximately $62.9 million to acquire six water and wastewater systems. These acquisitions added approximately 12,000 new customer equivalents to the company’s footprint. Coupled with organic growth, the company increased its water and wastewater customer base by 2.0% with over 20,500 new customer connections. Essential’s continued acquisition growth allows the company to provide safe and reliable water and wastewater service to an even larger customer base.

The company currently has six signed purchase agreements for additional water and wastewater systems that are expected to serve approximately 227,000 equivalent retail customers or equivalent dwelling units and add approximately $438 million in rate base. This includes the recently announced agreements to acquire East Whiteland Township’s wastewater system for $54.9 million and Willistown Township’s wastewater system for $17.5 million, together serving approximately 10,475 customer equivalents in Pennsylvania. Also included is the company’s 2019 agreement to acquire the Delaware County Regional Water Quality Control Authority (DELCORA) for $276.5 million. DELCORA, a Pennsylvania sewer authority, serves approximately 198,000 equivalent dwelling units in the Philadelphia suburbs. According to the statutory timeline, the company expects a PUC decision on the DELCORA acquisition in March 2021.

The pipeline of potential water and wastewater municipal acquisitions the company is actively pursuing represents approximately 375,000 total customers.

Capital Expenditures

In 2020, Essential invested approximately $900 million to improve its regulated water and natural gas infrastructure systems and to enhance its customer service across its operations. This includes $53.5 million that was invested by Peoples, pre-closing, during the period from Jan. 1, 2020 to March 15, 2020. The company expects to invest approximately $550 million in 2021 to replace and expand its water and wastewater utility infrastructure and $450 million in 2021 to replace and upgrade its natural gas utility infrastructure, leading to significant reductions in methane emissions that occur in aged gas pipes. In total, infrastructure investments of approximately $3 billion are expected through 2023 to improve water and natural gas systems and better serve our customers through improved information technology. The capital investments made to rehabilitate and expand the infrastructure of the communities Essential serves are critical to its mission of safely and reliably delivering Earth’s most essential resources.

Environmental, Social and Governance

As announced in January, Essential is committed to substantially reducing Scope 1 and 2 greenhouse gas emissions and by 2035, the company plans to reduce its emissions by 60% from its 2019 baseline. This will be achieved by extensive gas pipeline replacement, renewable energy purchasing, accelerated methane leak detection and repair, and various other currently planned initiatives that are highly feasible with proven technology. In a further commitment to ESG, the company’s 2021 Proxy Statement will include compensation metrics that include a multiyear plan to increase the amount of diverse supplier spend to 15% and a multiyear plan to achieve 17% employees of color.

Financing

At year-end 2020, Essential’s weighted average cost of fixed-rate long-term debt was 3.73%, and the company had $749 million available on its credit lines.

Rate Activity

In 2020, the regulated water segment received rate awards or infrastructure surcharges in Illinois, Indiana, North Carolina, Ohio, Virginia and Pennsylvania totaling an estimated increase in annualized revenues of $21.0 million. Additionally, the regulated natural gas segment has received infrastructure surcharges in Kentucky and Pennsylvania totaling an estimated increase to annualized revenues of $1.0 million.

To date in 2021, the company’s regulated water segment received rate awards in New Jersey, North Carolina, Ohio and Pennsylvania of $8.5 million. The company currently has proceedings pending in Virginia and Indiana for its regulated water segment, which would add an estimated $1.8 million in incremental revenue.

2021 Essential Guidance

Essential continues to monitor the effects of the COVID-19 pandemic on its customers, employees and the business and will update guidance impacts from the pandemic in the future if needed. The following is the company’s 2021 full-year guidance:

  • Net income per diluted common share of $1.64 to $1.69
  • Earnings per share growth CAGR of 5 to 7% for 2020 through 2023
  • Regulated water segment infrastructure investments of approximately $550 million in 2021
  • Regulated natural gas segment infrastructure investments of approximately $450 million in 2021
  • Infrastructure investments of approximately $3 billion through 2023 to rehabilitate and strengthen water, wastewater and natural gas systems
  • Regulated water segment rate base compound annual growth rate of 6 to 7% through 2023
  • Regulated natural gas segment rate base compound annual growth rate of 8 to 10% through 2023
  • Average annual regulated water segment customer (or equivalent dwelling units) growth of between 2 and 3% from acquisitions and organic customer growth
  • Gas customer count stable for 2021
  • Reduction of Scope 1 and Scope 2 greenhouse gas emissions by 60% by 2035
  • Multiyear plan to increase diverse supplier spend to 15%
  • Multiyear plan to achieve 17% employees of color

Essential Utilities does not guarantee future results of any kind. Guidance is subject to risks and uncertainties, including, without limitation, those factors outlined in the “Forward Looking Statements” of this release and the “Risk Factors” section of the company’s annual and quarterly reports filed with the Securities and Exchange Commission.

Earnings Call Information

Date: Feb. 25, 2021
Time: 11 a.m. EST (please dial in by 10:45 a.m.)
Webcast and slide presentation link: https://www.essential.co/events-and-presentations/events-calendar
Replay Dial-in #: 888.203.1112 (U.S.) & +1 719.457.0820 (International)
Confirmation code: 7428652

The company’s conference call with financial analysts will take place Thursday, Feb. 25, 2021 at 11 a.m. Eastern Standard Time. The call and presentation will be webcast live so that interested parties may listen over the internet by logging on to Essential.co and following the link for Investors. The conference call will be archived in the Investor Relations section of the company’s website for 90 days following the call. Additionally, the call will be recorded and made available for replay at 2 p.m. on Feb. 25, 2021 for 10 business days following the call. To access the audio replay in the U.S., dial 888-203-1112 (pass code 7428652). International callers can dial +1 719-457-0820 (pass code 7428652).

About Essential

Essential is one of the largest publicly traded water, wastewater and natural gas providers in the U.S., serving approximately 5 million people across 10 states under the Aqua and Peoples brands. Essential is committed to excellence in proactive infrastructure investment, regulatory expertise, operational efficiency and environmental stewardship. The company recognizes the importance water and natural gas play in everyday life and is proud to deliver safe, reliable services that contribute to the quality of life in the communities it serves. For more information, visit http://www.essential.co.

Forward-looking statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others: the company’s role in the United States’ infrastructure investments; its ability to be an industry leader in protecting the environment; the guidance range of adjusted income per diluted common share for the fiscal year ending in 2021; the 3-year earnings growth from 2021 to 2023; the projected total regulated water segment customer growth for 2021; the anticipated amount of capital investment in 2021; the anticipated amount of capital investment from 2021 through 2023; and the company’s anticipated rate base growth from 2021 through 2023. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including: disruptions in the global economy; financial and workforce impacts from the COVID-19 pandemic; the continuation of the company's growth-through-acquisition program; the company’s continued ability to adapt itself for the future and build value by fully optimizing company assets; general economic business conditions; the company’s ability to fund needed infrastructure; housing and customer growth trends; unfavorable weather conditions; the success of certain cost-containment initiatives; changes in regulations or regulatory treatment; availability and access to capital; the cost of capital; disruptions in the credit markets; the success of growth initiatives; the company’s ability to successfully close municipally owned systems presently under agreement; the company’s ability to continue to deliver strong results; the company’s ability to continue to pay its dividend, add shareholder value and grow earnings; municipalities’ willingness to privatize their water and/or wastewater utilities; the company’s ability to control expenses and create and maintain efficiencies; the company’s ability to acquire municipally owned water and wastewater systems listed in its “pipeline”; and other factors discussed in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, which are filed with the Securities and Exchange Commission. For more information regarding risks and uncertainties associated with Essential's business, please refer to Essential's annual, quarterly and other SEC filings. Essential is not under any obligation - and expressly disclaims any such obligation - to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

WTRGF

Essential Utilities, Inc. and Subsidiaries

Selected Operating Data

(In thousands, except per share amounts)

(Unaudited)

 

Quarter Ended

 

 

 

Year Ended

December 31,

 

 

 

December 31,

2020

 

2019

 

 

 

2020

 

2019

 
Operating revenues

$

473,998

$

226,042

$

1,462,698

$

889,692

Operations and maintenance expense

$

157,196

$

85,321

$

528,611

$

333,102

 
Net income

$

102,707

$

64,227

$

284,849

$

224,543

 
Basic net income per common share

$

0.40

$

0.28

$

1.14

$

1.04

Diluted net income per common share

$

0.40

$

0.28

$

1.12

$

1.04

 
Basic average common shares outstanding

 

254,403

 

232,107

 

249,768

 

215,550

Diluted average common shares outstanding

 

254,774

 

232,581

 

254,629

 

215,931

 

Essential Utilities, Inc. and Subsidiaries

Consolidated Statement of Income

(In thousands, except per share amounts)

(Unaudited)

 

Quarter Ended

 

Year Ended

December 31,

 

December 31,

2020

 

2019

 

2020

 

2019

 
Operating revenues

$

473,998

 

$

226,042

 

$

1,462,698

 

$

889,692

 

 
Cost & expenses:
Operations and maintenance

 

157,196

 

 

85,321

 

 

528,611

 

 

333,102

 

Purchased gas

 

92,811

 

 

-

 

 

165,745

 

 

-

 

Depreciation

 

69,777

 

 

40,066

 

 

251,443

 

 

158,179

 

Amortization

 

1,204

 

 

437

 

 

5,616

 

 

(1,703

)

Taxes other than income taxes

 

20,173

 

 

14,917

 

 

76,597

 

 

59,955

 

Total

 

341,161

 

 

140,741

 

 

1,028,012

 

 

549,533

 

 
Operating income

 

132,837

 

 

85,301

 

 

434,686

 

 

340,159

 

 
Other expense (income):
Interest expense

 

51,785

 

 

33,142

 

 

188,435

 

 

125,383

 

Interest income

 

(17

)

 

(7,287

)

 

(5,363

)

 

(25,406

)

Allowance for funds used during construction

 

(3,966

)

 

(3,892

)

 

(12,687

)

 

(16,172

)

Change in fair value of interest rate swap agreements

 

-

 

 

-

 

 

-

 

 

23,742

 

Loss on debt extinguishment

 

-

 

 

-

 

 

-

 

 

18,528

 

Gain on sale of other assets

 

(303

)

 

(480

)

 

(661

)

 

(923

)

Equity loss (earnings) in joint venture

 

91

 

 

(292

)

 

3,374

 

 

(2,210

)

Other

 

(213

)

 

1,006

 

 

(3,383

)

 

5,691

 

Income before income taxes

 

85,460

 

 

63,104

 

 

264,971

 

 

211,526

 

Provision for income tax benefit

 

(17,247

)

 

(1,123

)

 

(19,878

)

 

(13,017

)

Net income

$

102,707

 

$

64,227

 

$

284,849

 

$

224,543

 

 
Net income per common share:
Basic

$

0.40

 

$

0.28

 

$

1.14

 

$

1.04

 

Diluted

$

0.40

 

$

0.28

 

$

1.12

 

$

1.04

 

 
Average common shares outstanding:
Basic

 

254,403

 

 

232,107

 

 

249,768

 

 

215,550

 

Diluted

 

254,774

 

 

232,581

 

 

254,629

 

 

215,931

 

 

Essential Utilities, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share amounts)
(Unaudited)

The Company is providing disclosure of the reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures. The Company believes that the non-GAAP financial measures "adjusted operating revenues," "adjusted income," and "adjusted income per common share" provide investors the ability to measure the Company’s financial operating performance by adjustment, which is more indicative of the Company’s ongoing performance and is more comparable to measures reported by other companies. The Company further believes that the presentation of these non-GAAP financial measures is useful to investors as a more meaningful way to compare the Company’s operating performance against its historical financial results.

This reconciliation includes a presentation of the non-GAAP financial measures "adjusted operating revenues," “adjusted income,” and “adjusted income per common share” and have been adjusted for the following items:

(1) Transaction-related rate credits issued to Pennsylvania utility customers in September and December 2020.

(2) Transaction-related expenses for the Company's Peoples acquisition that closed on March 16, 2020, which consists of costs of $1,005 recorded as operations and maintenance expenses for the three months ended December 31, 2019 and $25,397 and $22,891 for the year ended December 31, 2020 and 2019, respectively, primarily representing expenses associated with investment banking fees, obtaining regulatory approvals, legal expenses, and integration planning. Additionally included in transaction-related expenses for the year ended December 31, 2019 are mark-to-market fair value adjustments of $23,742 associated with interest rate swap agreements for debt issued related to the Peoples transaction. The interest rate swap agreements were settled on April 24, 2019, which coincided with the debt financings to partially fund the Peoples acquisition. Further, expenses of $19,433 for the year ended December 31, 2019 associated with the refinancing of existing debt that occurred in May 2019 are included in transaction-related expenses;

(3) In order to illustrate the full-year 2020 effects of the Peoples acquisition as if this transaction closed on January 1, 2020, this adjustment includes both the estimated impact of Peoples Gas pre-tax operating results for the period in 2020 prior to closing from January 1, 2020 to March 15, 2020, as well as the additional net interest expense expected to have been incurred for partially funding the estimated purchase price of Peoples;

(4) Pre-acquisition interest expense of $4,684, net of interest income of $2,041, for the three months ended December 31, 2019 and $12,933, net of interest income of $6,972 for the year ended December 31, 2019, commencing in the second quarter of 2019 for funds borrowed prior to the completion of the Company's Peoples acquisition on March 16, 2020;

(5) On April 26, 2019, the Company issued $313,500 of notes so as to complete an early extinguishment of $313,500 of existing debt on May 18, 2019. The Company incurred overlapping interest expense during this 22-day period of $858, net of interest income earned of $406, on the borrowed funds, and considers this overlapping net interest expense of $452 to be a transaction-related expense;

(6) Interest income earned on the proceeds received from our April 2019 equity offerings of common shares and tangible equity units prior to the completion of the Company's Peoples acquisition on March 16, 2020;

(7) The income tax impact of the non-GAAP adjustments described above; and

(8) The effect on average diluted shares outstanding of the shares issued in April 2019 for our common share and tangible equity unit issuances prior to the completion of the Company's Peoples acquisition on March 16, 2020.

These financial measures are measures of the Company’s operating performance that do not comply with U.S. generally accepted accounting principles (GAAP), and are thus considered to be “non-GAAP financial measures” under applicable Securities and Exchange Commission regulations. These non-GAAP financial measures are derived from our consolidated financial information, if available, and is provided to supplement the Company's GAAP measures, and should not be considered as a substitute for measures of financial performance prepared in accordance with GAAP.

The following reconciles our GAAP results to the non-GAAP information we disclose :

         
 

Quarter Ended

 

Year Ended

 

December 31,

 

December 31,

 

 

 

 

 

 

 

 

 

2020

 

2019

 

2020

 

2019

Operating revenues (GAAP financial measure)  

$

473,998

 

 

$

226,042

 

 

$

1,462,698

 

 

$

889,692

 

(1) Transaction-related rate credits issued to utility customers  

 

18,924

 

 

 

-

 

 

 

23,004

 

 

 

-

 

Adjusted operating revenues (Non-GAAP financial measure)  

$

492,922

 

 

$

226,042

 

 

$

1,485,702

 

 

$

889,692

 

         
Net income (GAAP financial measure)  

$

102,707

 

 

$

64,227

 

 

$

284,849

 

 

$

224,543

 

(1) Transaction-related rate credits issued to utility customers  

 

18,924

 

 

 

-

 

 

 

23,004

 

 

 

-

 

(2) Transaction-related expenses for the Peoples transaction closed March 16, 2020  

 

-

 

 

 

613

 

 

 

25,573

 

 

 

66,066

 

(3) Adjustments to provide full-year 2020 run rate of Peoples operating results, including additional net interest expense  

 

-

 

 

 

-

 

 

 

108,132

 

 

 

-

 

(4) Pre-acquisition interest expense for funds borrowed for acquisition of Peoples, net  

 

-

 

 

 

2,643

 

 

 

-

 

 

 

5,961

 

(5) Overlapping interest expense on refinanced debt  

 

-

 

 

 

-

 

 

 

-

 

 

 

452

 

(6) Interest income earned on proceeds from April 2019 equity offerings  

 

-

 

 

 

(6,898

)

 

 

-

 

 

 

(23,377

)

(7) Income tax effect of non-GAAP adjustments  

 

(5,468

)

 

 

777

 

 

 

(38,450

)

 

 

(10,149

)

Adjusted income (Non-GAAP financial measure)  

$

116,163

 

 

$

61,362

 

 

$

403,108

 

 

$

263,496

 

         
Net income per common share (GAAP financial measure):        
Basic  

$

0.40

 

 

$

0.28

 

 

$

1.14

 

 

$

1.04

 

Diluted  

$

0.40

 

 

$

0.28

 

 

$

1.12

 

 

$

1.04

 

         
Adjusted income per common share (Non-GAAP financial measure):        
Diluted  

$

0.46

 

 

$

0.34

 

 

$

1.58

 

 

$

1.47

 

         
Average common shares outstanding:        
Basic  

 

254,403

 

 

 

232,107

 

 

 

249,768

 

 

 

215,550

 

Diluted  

 

254,774

 

 

 

232,581

 

 

 

254,629

 

 

 

215,931

 

         
Average common shares outstanding:        
Shares used in calculating diluted net income per common share  

 

254,774

 

 

 

232,581

 

 

 

254,629

 

 

 

215,931

 

(8) Less: Adjustment for effects of April 2019 common share issuance  

 

-

 

 

 

(37,370

)

 

 

-

 

 

 

(25,903

)

(8) Less: Adjustment for effects of April 2019 tangible equity unit issuance  

 

-

 

 

 

(16,271

)

 

 

-

 

 

 

(11,278

)

Shares used in calculating adjusted diluted income per common share (Non-GAAP financial measure)  

 

254,774

 

 

 

178,940

 

 

 

254,629

 

 

 

178,750

 

         
         

Contacts

Brian Dingerdissen
Essential Utilities Inc.
Investor Relations
O: 610.645.1191
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Dan Lockwood
Communications and Marketing
856.981.5497
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Read full story here

DUBLIN--(BUSINESS WIRE)--The "India Solar Inverter Market (2020-2026): Market Forecast by Types, by System Type, by Applications, by Power Rating, by Regions, and Competitive Landscape" report has been added to ResearchAndMarkets.com's offering.


The India Solar Inverter Market size is projected to grow at a CAGR of 14.4% during 2020-2026F.

The Indian solar inverter market grew at a considerable rate during the period 2016-2019 as a result of several government efforts to improve the share of solar power in the country's energy generation mix such as the National Solar Mission by the Government of India targeting 100 GW solar energy by the year 2022.

Rising consumer awareness, the growing participation of residential and commercial segments towards solar system installations, supportive government policies & solar schemes, and increasing private sector involvement are the other major factors contributing to the growth of the solar inverter market in India.

However, the ongoing pandemic COVID-19 slowed down the growth rate of market revenues during the year 2020 as a result of a decline in market demand in the lockdown phase across the country. Moreover, with the gradual opening of the economy and removal of lockdown measures, the market began to show signs of improvement during the second half of the year and is anticipated to return to a normal growth trajectory in the upcoming years.

Increasing environmental awareness, financial support from the government in the form of subsidies, new initiatives and targets for renewable energy launched by the Ministry of New and Renewable Energy (MNRE) would further drive the solar inverter market revenues in India over the coming years.

The market is dominated by the utility sector owing to its large-scale solar projects deploying a large number of solar inverters. Further, the commercial segment is estimated to exhibit the highest growth rate during the forecast period. The high growth is attributed to growing solar installations across educational institutes, offices, factories, hospitals, and warehouses. In addition, the residential segment is also exhibiting significant growth with a focus on sustainable development and overlaying the rising power cost in the country.

Government initiatives such as the Smart City project, the development of solar parks, and the solar energy subsidy scheme would further accelerate the adoption of solar installations across residential and commercial segments.

Moreover, among system types, on-grid systems dominated the market in 2019 owing to huge adoption across different applications, whereas, off-grid systems are majorly limited to rural electrification applications only however, growth is expected in coming years.

The India solar inverter market report comprehensively covers the market by type, system type, power rating, application and region. The India solar inverter market outlook report provides an unbiased and detailed analysis of the India solar inverter market trends, opportunities, high growth areas and market drivers which would help the stakeholders to devise and align their market strategies according to the current and future market dynamics.

Key Highlights of the Report

  • India Solar Inverter Market Overview
  • India Solar Inverter Market Outlook
  • India Solar Inverter Market Forecast
  • India Solar Inverter Market Share, By Regions
  • India Solar Inverter Market Size and India Solar Inverter Market Forecast, for the Period 2016-2026F
  • Historical data of India Solar Inverter Market Revenues, By Types for the Period 2016-2019
  • Market Size & Forecast data of India Solar Inverter Market Revenues, By Types until 2026F
  • Historical data of India Solar Inverter Market Revenues, By System Types for the Period 2016-2019
  • Market Size & Forecast data of India Solar Inverter Market Revenues, By System Types until 2026F
  • Historical data of India Solar Inverter Market Revenues, By Applications for the Period 2016-2019
  • Market Size and Forecast data of India Solar Inverter Market Revenues, By Applications until 2026F
  • Historical data of India Solar Inverter Market Revenues, By Power Rating for the Period 2016-2019
  • Market Size and Forecast data of India Solar Inverter Market Revenues, By Power Rating until 2026F
  • Historical data of India Solar Inverter Market Revenues, By Region for the Period 2016-2019
  • Market Size and Forecast data of India Solar Inverter Market Revenues, By Region until 2026F
  • India Solar Inverter Market Drivers and Restraints
  • India Solar Inverter Market Trends
  • Industry Life Cycle
  • Porter's Five Force Analysis
  • Market Opportunity Assessment
  • India Solar Inverter Market Share, By Companies
  • India Solar Inverter Market Overview, By Competitive Benchmarking
  • Company Profiles
  • Key Strategic Recommendations

Markets Covered:

India solar inverter market report provides a detailed analysis of the following market segments:

By Type

  • Central
  • String
  • Micro

By System Type

  • Off-Grid
  • On-Grid

By Applications

  • Commercial
  • Power Utility
  • Residential

By Power Rating

  • Below 10 kW
  • 10-100 kW
  • 1-1 MW
  • Above 1 MW

By Regions

  • Northern
  • Eastern
  • Western
  • Southern

Companies Mentioned

  • Delta Electronics India Pvt. Ltd.
  • FIMER Ltd.
  • Hitachi Hi-Rel Power Electronics Power Ltd.
  • Huawei Technology Co Ltd
  • Kehua Technology Pvt Ltd.
  • Medha Servo Drives Pvt. Ltd.
  • Sineng Electric Co Ltd
  • Sungrow Power Supply Co., Ltd
  • TBEA Energy (India) Pvt. Ltd.
  • Toshiba Mitsubishi-Electric Industrial Systems Corporation

For more information about this report visit https://www.researchandmarkets.com/r/6dr7ns


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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For E.S.T Office Hours Call 1-917-300-0470
For U.S./CAN Toll Free Call 1-800-526-8630
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TULSA, Okla--(BUSINESS WIRE)--Blueknight Energy Partners, L.P. (“Blueknight” or the “Partnership”) (NASDAQ: BKEP and BKEPP), plans to release fourth quarter and full year 2020 financial results after market close on Tuesday, March 9, 2021.


The Partnership will discuss its fourth quarter and full year 2020 results during a conference call on Wednesday, March 10, 2021, at 10:00 a.m. CST (11:00 a.m. EST). The conference call will be accessible by telephone at 1-855-327-6837. International participants will be able to access the conference call at 1-631-891-4304.

Participants are requested to dial in five to ten minutes before the scheduled start time. An audio replay will be available through the “Investors” section of the Partnership’s website at investor.bkep.com.

About Blueknight

Blueknight owns and operates a diversified portfolio of complementary midstream energy assets consisting of:

  • 8.8 million barrels of liquid asphalt storage located at 53 terminals in 26 states; and
  • 6.6 million barrels of above-ground crude oil storage capacity located at the Cushing Interchange terminalling facility in Cushing, Oklahoma.

Blueknight provides integrated terminalling services for companies engaged in the production, distribution and marketing of liquid asphalt and crude oil. Blueknight is headquartered in Tulsa, Oklahoma. For more information, visit the Partnership’s website at www.bkep.com.


Contacts

Blueknight Investor Relations
Chase Jacobson, (918) 237-4032
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HOUSTON--(BUSINESS WIRE)--Genesis Energy, L.P. (NYSE: GEL) announced today that it will participate in the Barclays Midstream & Clean Infrastructure Corporate Access Days. The conference is being held virtually on February 24th and 25th.


The Partnership’s latest presentation materials are available and may be downloaded by visiting the Partnership’s website at www.genesisenergy.com under “Presentations” under the Investors tab.

Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, sodium minerals and sulfur services, onshore facilities and transportation and marine transportation. Genesis’ operations are primarily located in the Gulf Coast region of the United States, Wyoming and the Gulf of Mexico.


Contacts

Genesis Energy, L.P.
Ryan Sims
SVP – Finance and Corporate Development
(713) 860-2521

HOUSTON--(BUSINESS WIRE)--Orion Group Holdings, Inc. (NYSE:ORN) (the “Company”), a leading specialty construction company, today reported net income of $3.7 million ($0.12 diluted earnings per share) for the fourth quarter ended December 31, 2020. Fourth quarter highlights are discussed below. For full year results please refer to the financial statements starting on page 7.


Fourth Quarter 2020 Highlights

  • Operating income was $5.1 million for the fourth quarter of 2020 compared to operating income of $2.7 million for the fourth quarter of 2019.
  • Net income was $3.7 million ($0.12 diluted earnings per share) for the fourth quarter of 2020 compared to net income of $0.2 million ($0.01 diluted earnings per share) for the fourth quarter of 2019.
  • The fourth quarter 2020 net income included $0.6 million ($0.02 earnings per diluted share) of non-recurring items and $0.7 million ($0.02 earnings per diluted share) of tax benefit associated with the movement of certain valuation allowances. Fourth quarter 2020 adjusted net income was $3.5 million ($0.12 diluted earnings per share). (Please see page 9 of this release for a reconciliation of adjusted net income).
  • EBITDA, adjusted to exclude the impact of the aforementioned non-recurring items, was $12.6 million in the fourth quarter of 2020, which compares to adjusted EBITDA of $11.5 million for the fourth quarter of 2019. (Please see page 10 of this release for an explanation of EBITDA, adjusted EBITDA and a reconciliation to the nearest GAAP measure).
  • Backlog at the end of the fourth quarter was $439.5 million on a fourth quarter book-to-bill of 1.06x.

“We delivered strong growth in profitability and cash flow for the full year 2020,” stated Mark Stauffer, Orion’s Chief Executive Officer. “Despite the headwinds to the U.S. economy and our business resulting from the COVID-19 pandemic, our adjusted EBITDA increased more than 35% over 2019 and we improved our adjusted EBITDA margin by 210 basis points. This was the direct result of the commitment and resolve of our employees, coupled with the benefits of our Invest, Scale and Grow program, which we initiated in 2019.”

“Fourth quarter results were in-line with our expectations. Gross profit improved year over year in both dollars and margin, with gross profit margin improving by 320 basis points. The improvement was driven by production efficiency gains at the project level in both segments. Consolidated adjusted EBITDA for the fourth quarter also increased by 9.2% year over year. Our team’s focus remains on continued performance efficiency despite any macroeconomic challenges. We view our ability to generate improved profitability in a difficult market as a testament to Orion’s processes, procedures, and focus on bottom line results. We believe that this profitability improvement will be sustainable and scalable moving forward as bidding opportunities begin to normalize.”

“While bidding opportunities have been affected in some of our end markets, we still see bidding activity in both of our segments, largely driven by end markets that are continuing operations through the COVID-19 pandemic. As we have said previously, our efforts are focused on targeting the end markets in which we expect to have the best opportunities and on projects that we expect to be the most profitable projects. One of the key strengths of our Company is the wide array of potential users of our broad range of services, enabling us to pursue the most attractive bid opportunities in the end markets that are providing opportunities at any given point in time. This strategy has served us well and we believe it will continue to do so.”

“We continue to be confident in our ability to profitably execute our projects in backlog, and in our ability to maintain and grow our backlog level by targeting and winning new bid opportunities. We believe chances for a new infrastructure bill have improved, and if enacted, will be a further catalyst for continued strength in our end-market opportunities. We continue to focus on our liquidity position, which remains strong and provides us with more than sufficient financial flexibility to continue to pursue new awards and execute on existing projects in backlog. Our diverse end markets, broad range of construction capabilities and assets, and our highly experienced and professional personnel make us confident in our ability to deliver increasing levels of profitability and free cash flow, particularly in a post-pandemic environment.”

Consolidated Results for Fourth Quarter 2020 Compared to Fourth Quarter 2019

  • Contract revenues were $170.2 million, down 14.8% as compared to $199.8 million. The decrease was primarily driven by the timing of projects for the marine and concrete segments.
  • Gross profit was $21.7 million, as compared to $19.1 million. Gross profit margin was 12.8%, as compared to 9.6%. The increase in gross profit dollars and percentage was primarily driven by production efficiency gains in both segments.
  • Selling, General, and Administrative expenses were $17.4 million, as compared to $16.3 million. As a percentage of total contract revenues, SG&A expenses increased to 10.2% from 8.2%. The increase in SG&A dollars was primarily attributable to the increased accrual of the annual incentive compensation plan during the current year period as compared to the prior year period.
  • Operating income was $5.1 million as compared to $2.7 million. The operating income in the fourth quarter of 2020 reflects the aforementioned factors that improved gross profit.
  • EBITDA was $11.7 million, representing a 6.9% EBITDA margin, as compared to EBITDA of $10.0 million, or a 5.0% EBITDA margin. When adjusted for non-recurring items, adjusted EBITDA for the fourth quarter of 2020 was $12.6 million, representing a 7.4% EBITDA margin. (Please see page 10 of this release for an explanation of EBITDA, Adjusted EBITDA and a reconciliation to the nearest GAAP measure).

Backlog

Backlog of work under contract as of December 31, 2020 was $439.5 million, which compares with backlog under contract at December 31, 2019 of $558.5 million. The fourth quarter 2020 ending backlog was comprised of $202.6 million for the marine segment, and $236.9 million for the concrete segment. At the end of 2020, the Company had approximately $1.6 billion worth of bids outstanding, including approximately $96 million on which it is the apparent low bidder or has been awarded contracts subsequent to the end of the fourth quarter of 2020, of which approximately $46 million pertains to the marine segment and approximately $50 million to the concrete segment.

“During the fourth quarter, we bid on approximately $954 million of work and were successful on approximately $181 million of these bids,” stated Robert Tabb, Orion Group Holding's Vice President and Chief Financial Officer. “This resulted in a 1.06 times book-to-bill ratio and a win rate of 19.0%. In the marine segment, we bid on approximately $254 million during the fourth quarter 2020 and were successful on approximately $59 million, representing a win rate of 23.1% and a book-to-bill ratio of 0.60 times. In the concrete segment we bid on approximately $700 million of work and were awarded approximately $122 million, representing a win rate of 17.5% and a book-to-bill ratio of 1.69 times."

Backlog consists of projects under contract that have either (a) not been started, or (b) are in progress and not yet complete. The Company cannot guarantee that the revenue implied by its backlog will be realized, or, if realized, will result in earnings. Backlog can fluctuate from period to period due to the timing and execution of contracts. Given the typical duration of the Company's projects, which generally range from three to nine months, the Company's backlog at any point in time usually represents only a portion of the revenue it expects to realize during a twelve-month period.

Conference Call Details

Orion Group Holdings will host a conference call to discuss results for the fourth quarter 2020 at 10:00 a.m. Eastern Time/9:00 a.m. Central Time on Thursday, February 25, 2021. To listen to a live webcast of the conference call, or access the replay, visit the Calendar of Events page of the Investor Relations section of the website at www.oriongroupholdingsinc.com. To participate in the call, please dial (201) 493-6739 and ask for the Orion Group Holdings Conference Call.

About Orion Group Holdings

Orion Group Holdings, Inc., a leading specialty construction company serving the infrastructure, industrial and building sectors, provides services both on and off the water in the continental United States, Alaska, Canada and the Caribbean Basin through its marine segment and its concrete segment. The Company’s marine segment provides construction and dredging services relating to marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design, and specialty services. Its concrete segment provides turnkey concrete construction services including pour and finish, dirt work, layout, forming, rebar, and mesh across the light commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas with regional offices throughout its operating areas.

Non-GAAP Financial Measures

This press release includes the financial measures “adjusted net income,” “adjusted earnings per share,” “EBITDA,” "Adjusted EBITDA" and “Adjusted EBITDA margin." These measurements are “non-GAAP financial measures” under rules of the Securities and Exchange Commission, including Regulation G. The non-GAAP financial information may be determined or calculated differently by other companies. By reporting such non-GAAP financial information, the Company does not intend to give such information greater prominence than comparable GAAP financial information. Investors are urged to consider these non-GAAP measures in addition to and not in substitute for measures prepared in accordance with GAAP.

Adjusted net income and adjusted earnings per share are not an alternative to net income or earnings per share. Adjusted net income and adjusted earnings per share exclude certain items that management believes impairs a meaningful comparison of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other companies. Generally, items excluded, are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items.

Orion Group Holdings defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by adjusting EBITDA for certain items that management believes impairs a meaningful comparison of operating results. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for the period by contract revenues for the period. The GAAP financial measure that is most directly comparable to EBITDA and Adjusted EBITDA is net income, while the GAAP financial measure that is most directly comparable to Adjusted EBITDA margin is operating margin, which represents operating income divided by contract revenues. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are used internally to evaluate current operating expense, operating efficiency, and operating profitability on a variable cost basis, by excluding the depreciation and amortization expenses, primarily related to capital expenditures and acquisitions, and net interest and tax expenses. Additionally, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide useful information regarding the Company's ability to meet future debt service and working capital requirements while providing an overall evaluation of the Company's financial condition. In addition, EBITDA is used internally for incentive compensation purposes. The Company includes EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to provide transparency to investors as they are commonly used by investors and others in assessing performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have certain limitations as analytical tools and should not be used as a substitute for operating margin, net income, cash flows, or other data prepared in accordance with generally accepted accounting principles in the United States, or as a measure of the Company's profitability or liquidity.

The matters discussed in this press release may constitute or include projections or other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, the provisions of which the Company is availing itself. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as 'believes', 'expects', 'may', 'will', 'could', 'should', 'seeks', 'approximately', 'intends', 'plans', 'estimates', or 'anticipates', or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, outlook, assumptions, or goals. In particular, statements regarding future operations or results, including those set forth in this press release, and any other statement, express or implied, concerning future operating results or the future generation of or ability to generate revenues, income, net income, gross profit, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, or cash flow, including to service debt, and including any estimates, forecasts or assumptions regarding future revenues or revenue growth, are forward-looking statements. Forward looking statements also include estimated project start date, anticipated revenues, and contract options which may or may not be awarded in the future. Forward looking statements involve risks, including those associated with the Company's fixed price contracts that impacts profits, unforeseen productivity delays that may alter the final profitability of the contract, cancellation of the contract by the customer for unforeseen reasons, delays or decreases in funding by the customer, levels and predictability of government funding or other governmental budgetary constraints, the effects of the ongoing COVID-19 pandemic, and any potential contract options which may or may not be awarded in the future, and are at the sole discretion of award by the customer. Past performance is not necessarily an indicator of future results. In light of these and other uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that the Company's plans, estimates, forecasts, goals, intentions, or objectives will be achieved or realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update information contained in this press release whether as a result of new developments or otherwise.

Please refer to the Company's Annual Report on Form 10-K, filed on February 28, 2020, which is available on its website at www.oriongroupholdingsinc.com or at the SEC's website at www.sec.gov, for additional and more detailed discussion of risk factors that could cause actual results to differ materially from our current expectations, estimates or forecasts.

Orion Group Holdings, Inc. and Subsidiaries

Condensed Statements of Operations

(In Thousands, Except Share and Per Share Information)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Twelve months ended

 

 

December 31,

 

December 31,

 

 

2020

 

2019

 

2020

 

2019

Contract revenues

 

 

170,176

 

 

 

199,793

 

 

 

709,942

 

 

 

708,390

 

Costs of contract revenues

 

 

148,476

 

 

 

180,704

 

 

 

625,239

 

 

 

644,349

 

Gross profit

 

 

21,700

 

 

 

19,089

 

 

 

84,703

 

 

 

64,041

 

Selling, general and administrative expenses

 

 

17,440

 

 

 

16,335

 

 

 

65,091

 

 

 

61,012

 

Amortization of intangible assets

 

 

518

 

 

 

660

 

 

 

2,070

 

 

 

2,640

 

Gain on disposal of assets, net

 

 

(1,310

)

 

 

(607

)

 

 

(9,044

)

 

 

(1,804

)

Operating income

 

 

5,052

 

 

 

2,701

 

 

 

26,586

 

 

 

2,193

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

96

 

 

 

197

 

 

 

347

 

 

 

771

 

Interest income

 

 

32

 

 

 

36

 

 

 

183

 

 

 

353

 

Interest expense

 

 

(1,198

)

 

 

(1,827

)

 

 

(4,920

)

 

 

(6,808

)

Other expense, net

 

 

(1,070

)

 

 

(1,594

)

 

 

(4,390

)

 

 

(5,684

)

Income (loss) before income taxes

 

 

3,982

 

 

 

1,107

 

 

 

22,196

 

 

 

(3,491

)

Income tax expense

 

 

316

 

 

 

948

 

 

 

1,976

 

 

 

1,868

 

Net income (loss)

 

$

3,666

 

 

$

159

 

 

$

20,220

 

 

$

(5,359

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.12

 

 

$

0.01

 

 

$

0.67

 

 

$

(0.18

)

Diluted earnings (loss) per share

 

$

0.12

 

 

$

0.01

 

 

$

0.67

 

 

$

(0.18

)

Shares used to compute income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

30,426,454

 

 

 

29,562,635

 

 

 

30,122,362

 

 

 

29,322,054

 

Diluted

 

 

30,427,940

 

 

 

29,574,145

 

 

 

30,122,362

 

 

 

29,322,054

 

Orion Group Holdings, Inc. and Subsidiaries

Selected Results of Operations

(In Thousands, Except Share and Per Share Information)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended December 31,

 

 

 

2020

 

 

2019

 

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

 

(dollar amounts in thousands)

 

Contract revenues

 

 

 

 

 

 

 

 

 

 

 

 

Marine segment

 

 

 

 

 

 

 

 

 

 

 

 

Public sector

 

$

58,669

 

60.1

%

 

$

77,349

 

69.5

%

Private sector

 

 

38,955

 

39.9

%

 

 

33,875

 

30.5

%

Marine segment total

 

$

97,624

 

100.0

%

 

$

111,224

 

100.0

%

Concrete segment

 

 

 

 

 

 

 

 

 

 

 

 

Public sector

 

$

4,995

 

6.9

%

 

$

8,624

 

9.7

%

Private sector

 

 

67,557

 

93.1

%

 

 

79,945

 

90.3

%

Concrete segment total

 

$

72,552

 

100.0

%

 

$

88,569

 

100.0

%

Total

 

$

170,176

 

 

 

 

$

199,793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

 

 

 

 

 

 

 

 

 

 

Marine segment

 

$

4,492

 

4.6

%

 

$

2,641

 

2.4

%

Concrete segment

 

 

560

 

0.8

%

 

 

60

 

0.1

%

Total

 

$

5,052

 

 

 

 

$

2,701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve months ended December 31,

 

 

 

2020

 

 

2019

 

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

 

(dollar amounts in thousands)

 

Contract revenues

 

 

 

 

 

 

 

 

 

 

 

 

Marine segment

 

 

 

 

 

 

 

 

 

 

 

 

Public sector

 

$

240,353

 

61.9

%

 

$

258,039

 

69.9

%

Private sector

 

 

147,820

 

38.1

%

 

 

111,099

 

30.1

%

Marine segment total

 

$

388,173

 

100.0

%

 

$

369,138

 

100.0

%

Concrete segment

 

 

 

 

 

 

 

 

 

 

 

 

Public sector

 

$

41,853

 

13.0

%

 

$

49,175

 

14.5

%

Private sector

 

 

279,916

 

87.0

%

 

 

290,077

 

85.5

%

Concrete segment total

 

$

321,769

 

100.0

%

 

$

339,252

 

100.0

%

Total

 

$

709,942

 

 

 

 

$

708,390

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

 

 

 

 

 

 

 

 

 

 

Marine segment

 

$

16,935

 

4.4

%

 

$

1,057

 

0.3

%

Concrete segment

 

 

9,651

 

3.0

%

 

 

1,136

 

0.3

%

Total

 

$

26,586

 

 

 

 

$

2,193

 

 

 

Orion Group Holdings, Inc. and Subsidiaries

Reconciliation of Adjusted Net Income (Loss)

(In thousands except per share information)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Twelve months ended

 

 

December 31,

 

December 31,

 

 

2020

 

2019

 

2020

 

2019

Net income (loss)

 

$

3,666

 

 

$

159

 

 

$

20,220

 

 

$

(5,359

)

One-time charges and the tax effects:

 

 

 

 

 

 

 

 

 

 

 

 

ERP implementation

 

 

692

 

 

 

 

 

 

1,488

 

 

 

 

ISG initiative

 

 

 

 

 

919

 

 

 

369

 

 

 

4,781

 

Severance

 

 

55

 

 

 

162

 

 

 

175

 

 

 

645

 

Unamortized debt issuance costs on debt extinguishment

 

 

 

 

 

 

 

 

 

 

 

399

 

Insurance recovery on disposal, net

 

 

 

 

 

 

 

 

(2,859

)

 

 

 

Recovery on disputed receivable

 

 

 

 

 

 

 

 

(898

)

 

 

 

Tax rate of 23% applied to one-time charges (1)

 

 

(172

)

 

 

(250

)

 

 

397

 

 

 

(1,340

)

Total one-time charges and the tax effects

 

 

575

 

 

 

831

 

 

 

(1,328

)

 

 

4,485

 

Federal and state tax valuation allowances

 

 

(722

)

 

 

465

 

 

 

(4,584

)

 

 

916

 

Adjusted net income

 

$

3,519

 

 

$

1,455

 

 

$

14,308

 

 

$

42

 

Adjusted EPS

 

$

0.12

 

 

$

0.05

 

 

$

0.47

 

 

$

 

_______________

(1)

 

Items are taxed discretely using the Company's blended tax rate.

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(In Thousands, Except Margin Data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Year ended

 

 

December 31,

 

December 31,

 

 

2020

 

2019

 

2020

 

2019

Net income (loss)

 

$

3,666

 

 

$

159

 

 

$

20,220

 

 

$

(5,359

)

Income tax expense

 

 

316

 

 

 

948

 

 

 

1,976

 

 

 

1,868

 

Interest expense, net

 

 

1,166

 

 

 

1,791

 

 

 

4,737

 

 

 

6,455

 

Depreciation and amortization

 

 

6,555

 

 

 

7,065

 

 

 

27,217

 

 

 

28,407

 

EBITDA (1)

 

 

11,703

 

 

 

9,963

 

 

 

54,150

 

 

 

31,371

 

Stock-based compensation

 

 

111

 

 

 

461

 

 

 

1,998

 

 

 

2,753

 

ERP implementation

 

 

692

 

 

 

 

 

 

1,488

 

 

 

 

ISG initiative

 

 

 

 

 

919

 

 

 

369

 

 

 

4,781

 

Severance

 

 

55

 

 

 

162

 

 

 

175

 

 

 

645

 

Insurance recovery on disposal, net

 

 

 

 

 

 

 

 

(2,859

)

 

 

 

Recovery on disputed receivable

 

 

 

 

 

 

 

 

(898

)

 

 

 

Adjusted EBITDA(2)

 

$

12,561

 

 

$

11,505

 

 

$

54,423

 

 

$

39,550

 

Operating income margin (3)

 

 

3.0

%

 

 

1.5

%

 

 

3.8

%

 

 

0.4

%

Impact of depreciation and amortization

 

 

3.9

%

 

 

3.5

%

 

 

3.8

%

 

 

4.0

%

Impact of stock-based compensation

 

 

0.1

%

 

 

0.2

%

 

 

0.3

%

 

 

0.4

%

Impact of ERP implementation

 

 

0.4

%

 

 

%

 

 

0.2

%

 

 

%

Impact of ISG initiative

 

 

%

 

 

0.5

%

 

 

0.1

%

 

 

0.7

%

Impact of severance

 

 

%

 

 

0.1

%

 

 

%

 

 

0.1

%

Impact of insurance recovery on disposal, net

 

 

%

 

 

%

 

 

(0.4

)%

 

 

%

Impact of recovery on disputed receivable

 

 

%

 

 

%

 

 

(0.1

)%

 

 

%

Adjusted EBITDA margin(2)

 

 

7.4

%

 

 

5.8

%

 

 

7.7

%

 

 

5.6

%

_______________

(1)

 

EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2)

 

Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for stock-based compensation, ERP implementation, the ISG initiative, severance, insurance recovery on disposal, net, and recovery on disputed accounts receivable. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

(3)

 

Operating income margin is calculated by dividing operating income plus other income (expense), net by contract revenues.

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations by Segment

(In Thousands, Except Margin Data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marine

 

Concrete

 

 

Three months ended

 

Three months ended

 

 

December 31,

 

December 31,

 

 

2020

 

2019

 

2020

 

2019

Operating income

 

 

4,492

 

 

 

2,641

 

 

 

560

 

 

 

60

 

Other income (expense), net (1)

 

 

3,836

 

 

 

3,214

 

 

 

(3,739

)

 

 

(3,018

)

Depreciation and amortization

 

 

4,306

 

 

 

4,914

 

 

 

2,248

 

 

 

2,152

 

EBITDA (2)

 

 

12,634

 

 

 

10,769

 

 

 

(931

)

 

 

(806

)

Stock-based compensation

 

 

74

 

 

 

406

 

 

 

37

 

 

 

55

 

ERP implementation

 

 

378

 

 

 

 

 

 

314

 

 

 

 

ISG initiative

 

 

 

 

 

781

 

 

 

 

 

 

138

 

Severance

 

 

55

 

 

 

126

 

 

 

 

 

 

36

 

Adjusted EBITDA(3)

 

$

13,141

 

 

$

12,082

 

 

$

(580

)

 

$

(577

)

Operating income margin (4)

 

 

8.5

%

 

 

5.3

%

 

 

(4.3

)%

 

 

(3.3

)%

Impact of depreciation and amortization

 

 

4.4

%

 

 

4.4

%

 

 

3.1

%

 

 

2.4

%

Impact of stock-based compensation

 

 

0.1

%

 

 

0.4

%

 

 

%

 

 

%

Impact of ERP implementation

 

 

0.4

%

 

 

%

 

 

0.4

%

 

 

%

Impact of ISG initiative

 

 

%

 

 

0.7

%

 

 

%

 

 

0.2

%

Impact of severance

 

 

0.1

%

 

 

0.1

%

 

 

%

 

 

%

Adjusted EBITDA margin (3)

 

 

13.5

%

 

 

10.9

%

 

 

(0.8

)%

 

 

(0.7

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marine

 

Concrete

 

 

Year ended

 

Year ended

 

 

December 31,

 

December 31,

 

 

2020

 

2019

 

2020

 

2019

Operating income

 

 

16,935

 

 

 

1,057

 

 

 

9,651

 

 

 

1,136

 

Other income (expense), net (1)

 

 

13,225

 

 

 

11,976

 

 

 

(12,877

)

 

 

(11,206

)

Depreciation and amortization

 

 

18,369

 

 

 

19,889

 

 

 

8,847

 

 

 

8,519

 

EBITDA (2)

 

 

48,529

 

 

 

32,922

 

 

 

5,621

 

 

 

(1,551

)

Stock-based compensation

 

 

1,841

 

 

 

2,470

 

 

 

157

 

 

 

283

 

ERP implementation

 

 

795

 

 

 

 

 

 

693

 

 

 

 

ISG initiative

 

 

190

 

 

 

2,491

 

 

 

179

 

 

 

2,290

 

Severance

 

 

81

 

 

 

609

 

 

 

94

 

 

 

36

 

Insurance recovery on disposal, net

 

 

(2,859

)

 

 

 

 

 

 

 

 

 

Recovery on disputed receivable

 

 

(898

)

 

 

 

 

 

 

 

 

 

Adjusted EBITDA(3)

 

$

47,679

 

 

$

38,492

 

 

$

6,744

 

 

$

1,058

 

Operating income margin (4)

 

 

7.8

%

 

 

3.5

%

 

 

(0.9

)%

 

 

(3.0

)%

Impact of depreciation and amortization

 

 

4.7

%

 

 

5.4

%

 

 

2.7

%

 

 

2.5

%

Impact of stock-based compensation

 

 

0.5

%

 

 

0.6

%

 

 

%

 

 

0.1

%

Impact of ERP implementation

 

 

0.2

%

 

 

%

 

 

0.2

%

 

 

%

Impact of ISG initiative

 

 

%

 

 

0.7

%

 

 

0.1

%

 

 

0.7

%

Impact of severance

 

 

%

 

 

0.2

%

 

 

%

 

 

%

Impact of insurance recovery on disposal, net

 

 

(0.7

)%

 

 

%

 

 

%

 

 

%

Impact of recovery on disputed receivable

 

 

(0.2

)%

 

 

%

 

 

%

 

 

%

Adjusted EBITDA margin (3)

 

 

12.3

%

 

 

10.4

%

 

 

2.1

%

 

 

0.3

%


Contacts

Orion Group Holdings Inc.
Francis Okoniewski, VP Investor Relations
(346) 616-4138
www.oriongroupholdingsinc.com

-OR-

INVESTOR RELATIONS COUNSEL:
The Equity Group Inc.
Fred Buonocore, CFA (212) 836-9607
Mike Gaudreau (212) 836-9620


Read full story here

  • Fully funded the partnership’s business plan in 2020, including capital and distributions, while reducing total debt levels
  • Achieved record annual Ark-La-Tex Basin natural gas gathered volumes and Anadarko Basin crude oil gathered volumes
  • Recent contracting successes demonstrate the long-term value of Enable’s transportation assets
  • Gulf Run Pipeline project continues to progress and is well-positioned to serve growing liquefied natural gas markets

OKLAHOMA CITY--(BUSINESS WIRE)--Enable Midstream Partners, LP (NYSE: ENBL) today announced financial and operating results for fourth quarter and year-end 2020.


Net income attributable to limited partners was $96 million for fourth quarter 2020, an increase of $78 million compared to $18 million of net income for fourth quarter 2019. Net income attributable to common units was $87 million for fourth quarter 2020, an increase of $78 million compared to $9 million of net income for fourth quarter 2019. Net cash provided by operating activities was $214 million for fourth quarter 2020, a decrease of $37 million compared to $251 million for fourth quarter 2019. Adjusted EBITDA was $249 million for fourth quarter 2020, a decrease of $25 million compared to $274 million for fourth quarter 2019. Distributable cash flow (DCF) was $161 million for fourth quarter 2020, a decrease of $16 million compared to $177 million for fourth quarter 2019.

Net income attributable to limited partners was $88 million for full-year 2020, a decrease of $308 million compared to $396 million of net income for full-year 2019. Net income attributable to common units was $52 million for full-year 2020, a decrease of $308 million compared to $360 million of net income for full-year 2019. Enable’s net income for full-year 2020 was impacted by a $225 million non-cash other than temporary impairment on its investment in Southeast Supply Header, LLC (SESH) in the third quarter of 2020. Net cash provided by operating activities was $757 million for full-year 2020, a decrease of $185 million compared to $942 million for full-year 2019. Adjusted EBITDA was $988 million for full-year 2020, a decrease of $159 million compared to $1,147 million for full-year 2019. DCF was $670 million for full-year 2020, a decrease of $114 million compared to $784 million for full-year 2019.

For fourth quarter 2020, DCF exceeded declared distributions to common unitholders by $89 million, resulting in a distribution coverage ratio of 2.24x. For full-year 2020, DCF exceeded declared distributions to common unitholders by $382 million, resulting in a distribution coverage ratio of 2.33x.

For additional information regarding the non-GAAP financial measures Gross margin, Adjusted EBITDA, DCF, Adjusted interest expense and distribution coverage ratio, please see “Non-GAAP Financial Measures.”

MANAGEMENT PERSPECTIVE

“I am proud of our team’s accomplishments in 2020, from maintaining safe and reliable operations through the collapse in crude prices and global pandemic to generating solid financial and operational results,” said Rod Sailor, president and CEO. “Our team’s strength and dedication were further on display during Winter Storm Uri as Enable employees across the company immediately went to work around the clock to maximize vital natural gas deliveries.”

BUSINESS HIGHLIGHTS

Enable contracted over 2,000,000 Dth/d of firm transportation capacity in 2020. These contracting efforts have extended the firm transportation volume-weighted-average remaining contract life for Enable Gas Transmission, LLC, Enable Mississippi River Transmission, LLC (MRT) and Enable Oklahoma Interstate Transmission (EOIT) from 4.1 years at year-end 2019 to 4.7 years at year-end 2020, further demonstrating the long-term value of Enable’s transportation assets. Enable’s SESH joint venture also recently renewed 200,000 Dth/d of firm capacity with an electric utility customer through 2030.

The Gulf Run Pipeline project is progressing on schedule. Enable has responded to all Federal Energy Regulatory Commission (FERC) data requests and remains optimistic the project will receive its final certificate in the coming months. The project is backed by a 20-year commitment for 1.1 billion cubic feet per day (Bcf/d) from cornerstone shipper Golden Pass LNG and is expected to be placed into service in late 2022, subject to FERC approval. While the currently filed project scope provides for capacity in excess of Golden Pass’s firm commitment, Enable continues to review the scope in light of current contracting levels, commercial dialogue and construction costs.

Construction continues on EGT’s MASS project, and the project is still anticipated to be placed into service during the second quarter of 2021. The MASS project is underpinned by a firm, five-year commitment, and the project is designed to deliver gas from the Anadarko and Arkoma Basins to delivery points with access to emerging Gulf Coast markets and growing demand markets in the Southeast.

As of Feb. 17, 2021, there were 11 rigs across Enable’s footprint that were drilling wells expected to be connected to Enable’s gathering systems. Five of those rigs were in the Anadarko Basin, and six were in the Ark-La-Tex Basin. There remains an inventory of drilled but uncompleted wells (DUCs) behind Enable’s gathering systems with 75 DUCs in the Anadarko Basin, four DUCs in the Ark-La-Tex Basin and 82 DUCs in the Williston Basin. These DUCs provide an inventory of wells producers can complete without investing drilling capital.

ENERGY TRANSFER TRANSACTION

As previously announced, Energy Transfer LP (NYSE: ET) and Enable have entered into a definitive merger agreement whereby Energy Transfer will acquire Enable in an all-equity transaction valued at approximately $7 billion. Under the terms of the agreement, Enable common unitholders will receive 0.8595 ET common units for each Enable common unit. In addition, each outstanding Enable Series A preferred unit will be exchanged for 0.0265 Series G preferred units of Energy Transfer. The transaction will include a $10 million cash payment for Enable’s general partner. The transaction is expected to close in mid-2021 and is subject to the satisfaction of customary closing conditions, including Hart Scott Rodino Act clearance. Upon closing, Enable unitholders are expected to own approximately 12% of Energy Transfer’s outstanding common units.

QUARTERLY DISTRIBUTIONS

As previously announced, on Feb. 12, 2021, the board of directors of Enable’s general partner declared a quarterly cash distribution of $0.16525 per unit on all outstanding common units for the quarter ended Dec. 31, 2020. The distribution is unchanged from the previous quarter and represents Enable’s 27th consecutive quarterly distribution since the partnership’s initial public offering in April 2014. The quarterly cash distribution of $0.16525 per unit on all outstanding common units will be paid March 1, 2021, to unitholders of record at the close of business Feb. 22, 2021.

As also previously announced, the board declared a quarterly cash distribution of $0.625 per unit on all outstanding Series A Preferred Units for the quarter ended Dec. 31, 2020. The quarterly cash distribution of $0.625 per unit on all outstanding Series A Preferred Units was paid Feb. 12, 2021, to unitholders of record at the close of business Feb. 12, 2021.

KEY OPERATING STATISTICS

Natural gas gathered volumes were 4.28 trillion British thermal units per day (TBtu/d) for fourth quarter 2020, a decrease of 7% compared to 4.62 TBtu/d for fourth quarter 2019. The decrease was primarily a result of lower production activity across all basins.

Natural gas processed volumes were 2.23 TBtu/d for fourth quarter 2020, a decrease of 13% compared to 2.57 TBtu/d for fourth quarter 2019. The decrease was due to lower processed volumes across all basins.

Crude oil and condensate gathered volumes were 125.82 thousand barrels per day (MBbl/d) for fourth quarter 2020, a decrease of 18% compared to 153.06 MBbl/d for fourth quarter 2019. The decrease was primarily due to a decrease in crude oil and condensate gathered volumes in the Anadarko Basin, partially offset by an increase in crude oil gathered volumes in the Williston Basin.

Transported natural gas volumes were 5.05 TBtu/d for fourth quarter 2020, a decrease of 16% compared to 5.99 TBtu/d for fourth quarter 2019. The decrease was primarily due to decreased production in the Anadarko Basin, which contributed to lower utilization of Enable’s interstate and intrastate pipelines.

Interstate transportation firm contracted capacity was 6.20 Bcf/d for fourth quarter 2020, a decrease of 2% compared to 6.30 Bcf/d for fourth quarter 2019. The decrease was primarily related to contract expirations.

Intrastate transportation average deliveries were 1.70 TBtu/d for fourth quarter 2020, a decrease of 19% compared to 2.09 TBtu/d for fourth quarter 2019. The decrease was primarily due to decreased production activity in the Anadarko Basin.

FOURTH QUARTER FINANCIAL PERFORMANCE

Revenues were $704 million for fourth quarter 2020, a decrease of $27 million compared to $731 million for fourth quarter 2019. Revenues are net of $110 million of intercompany eliminations for fourth quarter 2020 and $84 million of intercompany eliminations for fourth quarter 2019.

Gathering and processing segment revenues were $555 million for fourth quarter 2020, a decrease of $24 million compared to $579 million for fourth quarter 2019. The decrease in gathering and processing segment revenues was primarily due to:

  • a decrease in revenues from natural gas liquids (NGL) sales primarily driven by lower sales due to lower processed volumes, partially offset by higher recoveries of ethane,
  • a decrease in natural gas gathering revenues due to lower gathered volumes in the Anadarko Basin and lower shortfall fees associated with the expiration of certain minimum volume commitment contracts in the Ark-La-Tex Basin,
  • a decrease in realized gains on natural gas, condensate and NGL derivatives,
  • a decrease in processing service revenues due to lower processed volumes under fee-based arrangements, partially offset by higher consideration received from percent-of-proceeds, percent-of-liquids and keep-whole processing arrangements due to an increase in retained volumes at higher average market prices and
  • a decrease in crude oil, condensate and produced water gathering revenues primarily due to a decrease in gathered crude oil volumes in the Anadarko Basin, partially offset by an increase in gathered crude oil volumes in the Williston Basin and by customer project reimbursements.

These decreases were partially offset by:

  • an increase in revenues from natural gas sales due to higher average sales prices, partially offset by lower sales volumes and
  • an increase in changes in the fair value of natural gas, condensate and NGL derivatives.

Transportation and storage segment revenues were $259 million for fourth quarter 2020, an increase of $23 million compared to $236 million for fourth quarter 2019. The increase in transportation and storage segment revenues was primarily due to:

  • an increase in revenues from natural gas sales primarily due to higher sales volumes and higher average sales prices and
  • an increase in firm transportation and storage services due to higher recognized rates subsequent to the settlement of the MRT rate case, partially offset by lower interstate contracted capacity.

These increases were partially offset by:

  • a decrease in volume-dependent transportation and storage revenues due to lower off-system intrastate transportation rates and lower transported volumes due to decreased production activity in the Anadarko Basin and
  • a decrease in realized gain on natural gas derivatives.

Gross margin was $392 million for fourth quarter 2020, a decrease of $18 million compared to $410 million for fourth quarter 2019.

Gathering and processing segment gross margin was $250 million for fourth quarter 2020, a decrease of $21 million compared to $271 million for fourth quarter 2019. The decrease in gathering and processing segment gross margin was primarily due to:

  • a decrease in natural gas gathering fees due to lower gathered volumes and lower shortfall fees associated with the expiration of certain minimum volume commitment contracts in the Ark-La-Tex Basin,
  • a decrease in revenues from natural gas sales due to lower sales volumes, partially offset by higher average sales prices,
  • a decrease in realized gains on natural gas, condensate and NGL derivatives,
  • a decrease in processing service revenues due to lower processed volumes under fee-based arrangements, partially offset by higher consideration received from percent-of-proceeds, percent-of-liquids and keep-whole processing arrangements due to an increase in retained volumes at higher average market prices and
  • a decrease in crude oil, condensate and produced water gathering revenues primarily due to a decrease in gathered crude oil volumes in the Anadarko Basin, partially offset by an increase in gathered crude oil volumes in the Williston Basin and by customer project reimbursements.

These decreases were partially offset by:

  • an increase in revenues from NGL sales due to higher recoveries of ethane at higher average market prices and
  • an increase in changes in the fair value of natural gas, condensate and NGL derivatives.

Transportation and storage segment gross margin was $142 million for fourth quarter 2020, an increase of $3 million compared to $139 million for fourth quarter 2019. The increase in transportation and storage segment gross margin was primarily due to:

  • an increase in firm transportation and storage services due to higher recognized rates subsequent to the settlement of the MRT rate case, partially offset by lower interstate contracted capacity,
  • an increase due to write-downs to lower of cost or net realizable value adjustments related to natural gas storage inventories for fourth quarter 2019 with none for fourth quarter 2020 and
  • an increase in changes in the fair value of natural gas derivatives.

These increases were partially offset by:

  • a decrease in volume-dependent transportation and storage revenues due to lower off-system intrastate transportation rates and lower transported volumes due to decreased production activity in the Anadarko Basin and
  • a decrease in realized gain on natural gas derivatives.

Operation and maintenance and general and administrative expenses were $130 million for fourth quarter 2020, a decrease of $7 million compared to $137 million for fourth quarter 2019. The decrease in operation and maintenance and general and administrative expenses was primarily due to a decrease in materials and supplies and outside services due to the timing of operation and maintenance activities, a decrease in field equipment rentals, a decrease in professional services due to higher rate case costs in the prior year, a decrease in office and travel expenses due to travel restrictions and employees working remotely and a decrease due to collection of previously reserved customer collectibles. These decreases were partially offset by an increase in payroll-related costs primarily driven by the voluntary retirement program, an increase in losses on retirement of assets and an increase in remediation costs associated with our Williston Basin operations.

Depreciation and amortization expense was $106 million for fourth quarter 2020, a decrease of $4 million compared to $110 million for fourth quarter 2019. The decrease in depreciation and amortization expense was primarily related to new depreciation rates implemented in the prior year, which resulted in higher depreciation expense in 2019 for certain assets with shorter remaining useful lives, as compared to 2020, partially offset by additional assets placed in service.

Interest expense was $42 million for fourth quarter 2020, a decrease of $6 million compared to $48 million for fourth quarter 2019. The decrease was primarily due to lower interest rates on the partnership’s short-term borrowings.

Capital expenditures were $63 million for fourth quarter 2020, compared to $79 million for fourth quarter 2019. Expansion capital expenditures were $25 million for fourth quarter 2020, compared to $39 million for fourth quarter 2019. Maintenance capital expenditures were $38 million for fourth quarter 2020, compared to $40 million for fourth quarter 2019.

Enable uses derivatives to manage commodity price risk, and the gain or loss associated with these derivatives is recognized in earnings. Enable’s net income attributable to limited partners and net income attributable to common units for fourth quarter 2020 included a $5 million gain on commodity derivative activity, compared to a $2 million gain on commodity derivative activity for fourth quarter 2019, resulting in an increase in net income of $3 million. The increase of $3 million is comprised of an increase related to the change in fair value of commodity derivatives of $12 million and a decrease in realized gain on commodity derivatives of $9 million. Enable’s net income attributable to limited partners and net income attributable to common units for full-year 2020 included a $10 million gain on commodity derivative activity, compared to a $16 million gain on commodity derivative activity for full-year 2019, resulting in a decrease in net income of $6 million. The decrease of $6 million is comprised of a decrease related to the change in fair value of commodity derivatives of $2 million and a decrease in realized gain on commodity derivatives of $4 million.

EARNINGS CONFERENCE CALL AND WEBCAST

A conference call discussing fourth quarter and year-end results is scheduled today at 10 a.m. EST (9 a.m. CST). The toll-free dial-in number to access the conference call is 833-968-1938, and the international dial-in number is 778-560-2726. The conference call ID is 2070646. Investors may also listen to the call via Enable’s website at https://investors.enablemidstream.com. Replays of the conference call will be available on Enable’s website.

ANNUAL REPORT

Enable today filed its Annual Report on Form 10-K with the U.S. Securities and Exchange Commission (SEC).

The Form 10-K is available to view, print or download from the SEC filings page under the Investor Relations section on the Enable Midstream website at https://investors.enablemidstream.com.

Unitholders may order a printed copy of the Form 10-K by contacting Enable Midstream Investor Relations at 405-558-4600 or This email address is being protected from spambots. You need JavaScript enabled to view it..

AVAILABLE INFORMATION

Enable files annual, quarterly and other reports and other information with the U.S. Securities and Exchange Commission (SEC). Enable’s SEC filings are also available at the SEC’s website at https://www.sec.gov which contains information regarding issuers that file electronically with the SEC. Information about Enable may also be obtained at the offices of the NYSE, 20 Broad Street, New York, New York 10005, or on Enable’s website at https://enablemidstream.com. On the Investor Relations section of Enable’s website, https://investors.enablemidstream.com, Enable makes available free of charge a variety of information to investors. Enable’s goal is to maintain the Investor Relations section of its website as a portal through which investors can easily find or navigate to pertinent information about Enable, including but not limited to:

  • Enable’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after Enable electronically files that material with or furnishes it to the SEC;
  • press releases on quarterly distributions, quarterly earnings and other developments;
  • governance information, including Enable’s governance guidelines, committee charters and code of ethics and business conduct;
  • information on events and presentations, including an archive of available calls, webcasts and presentations;
  • news and other announcements that Enable may post from time to time that investors may find useful or interesting; and
  • opportunities to sign up for email alerts and RSS feeds to have information pushed in real time.

ABOUT ENABLE MIDSTREAM PARTNERS

Enable owns, operates and develops strategically located natural gas and crude oil infrastructure assets. Enable’s assets include approximately 14,000 miles of natural gas, crude oil, condensate and produced water gathering pipelines, approximately 2.6 Bcf/d of natural gas processing capacity, approximately 7,800 miles of interstate pipelines (including Southeast Supply Header, LLC of which Enable owns 50%), approximately 2,200 miles of intrastate pipelines and seven natural gas storage facilities comprising 84.5 billion cubic feet of storage capacity. For more information, visit https://enablemidstream.com.

This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100%) of Enable’s distributions to foreign investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, Enable’s distributions to foreign investors are subject to federal income tax withholding at the highest applicable effective tax rate. Brokers and nominees, and not Enable, are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.

NON-GAAP FINANCIAL MEASURES

Enable has included the non-GAAP financial measures Gross margin, Adjusted EBITDA, DCF, Adjusted interest expense and distribution coverage ratio in this press release based on information in its consolidated financial statements.

Gross margin, Adjusted EBITDA, DCF, Adjusted interest expense and distribution coverage ratio are supplemental financial measures that management and external users of Enable’s financial statements, such as industry analysts, investors, lenders and rating agencies may use, to assess:

  • Enable’s operating performance as compared to those of other publicly traded partnerships in the midstream energy industry, without regard to capital structure or historical cost basis;
  • The ability of Enable’s assets to generate sufficient cash flow to make distributions to its partners;
  • Enable’s ability to incur and service debt and fund capital expenditures; and
  • The viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

This press release includes a reconciliation of Gross margin to total revenues, Adjusted EBITDA and DCF to net income attributable to limited partners, Adjusted EBITDA to net cash provided by operating activities and Adjusted interest expense to interest expense, the most directly comparable GAAP financial measures as applicable, for each of the periods indicated. Distribution coverage ratio is a financial performance measure used by management to reflect the relationship between Enable’s financial operating performance and cash distributions. Enable believes that the presentation of Gross margin, Adjusted EBITDA, DCF, Adjusted interest expense and distribution coverage ratio provides information useful to investors in assessing its financial condition and results of operations. Gross margin, Adjusted EBITDA, DCF, Adjusted interest expense and distribution coverage ratio should not be considered as alternatives to net income, operating income, total revenue, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.


Contacts

Media
Leigh Ann Williams
(405) 553-6947

Investor
Matt Beasley
(405) 558-4600


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HOUSTON--(BUSINESS WIRE)--Cactus, Inc. (NYSE: WHD) (“Cactus” or the “Company”) today announced financial and operating results for the fourth quarter and full year 2020.

Fourth Quarter 2020 Highlights

  • Revenue of $68.1 million;
  • Income from operations of $8.4 million;
  • Net income of $6.1 million(1) and diluted earnings per Class A share of $0.07(1);
  • Net income, as adjusted(2) of $6.3 million and diluted earnings per share, as adjusted(2) of $0.08;
  • Adjusted EBITDA(3) and related margin(4) of $19.8 million and 29.1%, respectively;
  • Cash flow from operations of $21.9 million;
  • Cash balance of $288.7 million and no bank debt outstanding as of December 31, 2020; and
  • In January 2021, the Board of Directors declared a quarterly cash dividend of $0.09 per share. 

Financial Summary

 

 

Three Months Ended

 

Twelve Months Ended

 

 

December 31,

 

September 30,

 

December 31,

 

December 31,

 

December 31,

 

 

2020

 

2020

 

2019

 

2020

 

2019

 

 

(in thousands)

 

(in thousands)

Revenues

 

$

68,090

 

 

$

59,789

 

 

$

140,238

 

 

$

348,566

 

 

$

628,414

 

Income from operations

 

$

8,423

 

 

$

12,556

 

 

$

36,085

 

 

$

70,039

 

 

$

183,150

 

Operating income margin

 

12.4

%

 

21.0

%

 

25.7

%

 

20.1

%

 

29.1

%

Net income(1)

 

$

6,136

 

 

$

10,886

 

 

$

31,274

 

 

$

59,215

 

 

$

156,303

 

Net income, as adjusted(2)

 

$

6,287

 

 

$

9,517

 

 

$

27,721

 

 

$

55,179

 

 

$

139,862

 

Adjusted EBITDA(3)

 

$

19,844

 

 

$

24,550

 

 

$

48,413

 

 

$

121,022

 

 

$

228,999

 

Adjusted EBITDA margin(4)

 

29.1

%

 

41.1

%

 

34.5

%

 

34.7

%

 

36.4

%

(1)  

Net income during the third quarter of 2020 is inclusive of $1.9 million in expense related to the revaluation of the tax receivable agreement liability. Net income during the fourth quarter of 2019 is inclusive of $4.8 million in additional income related to the revaluation of the tax receivable agreement liability and $2.7 million of net additional tax expenses associated with various non-routine items. Net income for the full year 2020 is inclusive of $1.9 million in non-routine charges related to severance and $0.6 million in expense related to the revaluation of the tax receivable agreement liability. Net income for the full year 2019 is inclusive of $5.3 million in additional income related to the revaluation of the tax receivable agreement liability, $1.0 million in offering related expenses and $2.6 million of net additional tax expenses associated with various non-routine items.

(2)  

Net income, as adjusted and diluted earnings per share, as adjusted are non-GAAP financial measures. These figures assume Cactus, Inc. held all units in Cactus Wellhead, LLC (“Cactus LLC”), its operating subsidiary, at the beginning of the period. Additional information regarding net income, as adjusted and diluted earnings per share, as adjusted and the reconciliation of GAAP to non-GAAP financial measures are in the Supplemental Information tables.

(3)  

Adjusted EBITDA is a non-GAAP financial measure. See definition of Adjusted EBITDA and the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables.

(4)  

The percentage of Adjusted EBITDA to Revenues.

Scott Bender, President and CEO of Cactus, commented, “Our industry-leading technology and continued ability to execute placed Cactus in an excellent position to capitalize on the cyclical market recovery that is now underway. As such, Cactus achieved record Product market share(1) during the fourth quarter, as we supplied wellhead equipment for approximately 43% of the U.S. land rigs in operation. Full year and fourth quarter 2020 results highlighted our ability to generate substantial free cash flow and maintain strong margins even in challenging markets.

Looking to the first quarter of 2021, we expect further gains in rigs followed will benefit our Product business. Additionally, we have witnessed meaningful sequential growth in Rental activity to start the year as customers return to higher-end suppliers with a focus on safety and technology. We expect double digit revenue growth on a percentage basis across all our business lines sequentially during the first quarter, even when accounting for the impact of the adverse weather witnessed in recent weeks.

In addition to the increased activity witnessed during the fourth quarter, there are a number of positive developments unfolding for Cactus. The macroeconomic environment and associated demand for our products and services is clearly improving in the U.S., as noted by our early 2021 outlook. On the R&D front, we are currently in the late stages of developing technologies specifically designed to reduce the environmental impact of flow control equipment and assist our customers in realizing their ESG-related goals. Additionally, we made our first shipments of equipment to the Middle East in January 2021, which should provide opportunities for growth in the region this year.”

Mr. Bender concluded, “Our performance and recent developments provide grounds for optimism about the trajectory of the business. As always, we will operate with a focus on margins, returns, and creating value for our shareholders.”

(1)  

Additional information regarding market share and rigs followed is located in the Supplemental Information tables.

Revenue Categories

Product

   

 

 

Three Months Ended

 

 

December 31,

 

September 30,

 

December 31,

 

 

2020

 

2020

 

2019

 

 

(in thousands)

Product revenue

 

$

43,020

 

 

$

35,857

 

 

$

83,371

 

Gross profit

 

$

13,268

 

 

$

15,978

 

 

$

31,059

 

Gross margin

 

30.8

%

 

44.6

%

 

37.3

%

Fourth quarter 2020 product revenue increased $7.2 million, or 20.0%, sequentially, as sales of wellhead and production related equipment increased primarily due to higher drilling activity and increased market share in the U.S. Gross profit decreased $2.7 million, or 17.0%, sequentially, with margins decreasing 1,380 basis points driven largely by a $5.2 million decrease in credits related to tariff refunds. Absent these credits, gross margins would have increased approximately 100 basis points sequentially.

Rental

 

 

 

Three Months Ended

 

 

December 31,

 

September 30,

 

December 31,

 

 

2020

 

2020

 

2019

 

 

(in thousands)

Rental revenue

 

$

8,590

 

 

$

9,881

 

 

$

28,215

 

Gross profit (loss)

 

$

(826)

 

 

$

234

 

 

$

12,821

 

Gross margin

 

(9.6)

%

 

2.4

%

 

45.4

%

Fourth quarter 2020 rental revenue decreased $1.3 million, or 13.1%, sequentially, as our customers’ utilization of our rental equipment declined during the quarter. Gross profit decreased $1.1 million sequentially and margins decreased 1,200 basis points due largely to a $0.6 million decrease in credits related to tariff refunds and depreciation expense representing a higher percentage of revenue during the period.

Field Service and Other

   

 

 

Three Months Ended

 

 

December 31,

 

September 30,

 

December 31,

 

 

2020

 

2020

 

2019

 

 

(in thousands)

Field service and other revenue

 

$

16,480

 

 

$

14,051

 

 

$

28,652

 

Gross profit

 

$

4,957

 

 

$

4,728

 

 

$

4,594

 

Gross margin

 

30.1

%

 

33.6

%

 

16.0

%

Fourth quarter 2020 field service and other revenue increased $2.4 million, or 17.3%, sequentially, as higher customer activity drove an increase in associated billable hours and ancillary services. Gross profit increased $0.2 million, or 4.8%, sequentially, with margins decreasing by 350 basis points sequentially due to reduced labor utilization associated with the holidays and a reduction in savings related to the optimization of the Company’s vehicle fleet.

Selling, General and Administrative Expenses (“SG&A”)

SG&A for the fourth quarter of 2020 was $9.0 million (13.2% of revenues), compared to $8.4 million (14.0% of revenues) for the third quarter of 2020 and $12.4 million (8.8% of revenues) for the fourth quarter of 2019. The sequential increase was primarily due to higher payroll and safety and training related expenses due to an increase in headcount.

Liquidity, Capital Expenditures and Other

As of December 31, 2020, the Company had $288.7 million of cash and no bank debt outstanding. Operating cash flow was $21.9 million for the fourth quarter of 2020. During the fourth quarter, the Company made dividend payments and associated distributions of $5.0 million.

Net cash used in investing activities represented $1.7 million during the fourth quarter of 2020. Net capital expenditures for the full year 2020 were $18.1 million. For the full year 2021, the Company expects net capital expenditures to be in the range of $10 to $15 million.

Quarterly Dividend

In January 2021 the Board of Directors (the “Board”) approved and the Company announced the payment of a cash dividend of $0.09 per share of Class A common stock to be paid on March 18, 2021 to holders of record of Class A common stock at the close of business on March 1, 2021. A corresponding distribution of up to $0.09 per CW Unit has also been approved for holders of CW Units of Cactus Wellhead, LLC.

Conference Call Details

The Company will host a conference call to discuss financial and operational results tomorrow, Thursday, February 25, 2020 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). The call will be webcast on Cactus’ website at www.CactusWHD.com. Institutional investors and analysts may participate by dialing (833) 665-0603. International parties may dial (929) 517-0394. The access code is 3572986. Please access the webcast or dial in for the call at least 10 minutes ahead of start time to ensure a proper connection. An archived webcast of the conference call will be available on the Company’s website shortly after the end of the call.

About Cactus, Inc.

Cactus designs, manufactures, sells and rents a range of highly engineered wellhead and pressure control equipment. Its products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of its customers’ wells. In addition, it provides field services for all its products and rental items to assist with the installation, maintenance and handling of the wellhead and pressure control equipment. Cactus operates service centers in the United States, which are strategically located in the key oil and gas producing regions, including the Permian, Marcellus, Utica, Haynesville, Eagle Ford, Bakken and SCOOP/STACK, among other areas, and in Eastern Australia.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Cactus’ control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Forward-looking statements can be identified by the use of forward-looking terminology including “may,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “continue,” “potential,” “will,” “hope” or other similar words and include the Company’s expectation of future performance contained herein. These statements discuss future expectations, contain projections of results of operations or of financial condition, or state other “forward-looking” information. You are cautioned not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by known risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other factors noted in the Company’s Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement.

Cactus, Inc.

Condensed Consolidated Statements of Income

(unaudited)

   

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

2020

 

2019

 

2020

 

2019

 

 

(in thousands, except per share data)

Revenues

 

 

 

 

 

 

 

 

Product revenue

 

$

43,020

 

 

$

83,371

 

$

206,801

 

 

$

357,087

Rental revenue

 

 

8,590

 

 

 

28,215

 

 

66,169

 

 

 

141,816

Field service and other revenue

 

 

16,480

 

 

 

28,652

 

 

75,596

 

 

 

129,511

Total revenues

 

 

68,090

 

 

 

140,238

 

 

348,566

 

 

 

628,414

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

Cost of product revenue

 

 

29,752

 

 

 

52,312

 

 

131,728

 

 

 

220,615

Cost of rental revenue

 

 

9,416

 

 

 

15,394

 

 

49,077

 

 

 

69,829

Cost of field service and other revenue

 

 

11,523

 

 

 

24,058

 

 

56,143

 

 

 

103,163

Selling, general and administrative expenses

 

 

8,976

 

 

 

12,389

 

 

39,715

 

 

 

51,657

Severance expenses

 

 

 

 

 

 

 

1,864

 

 

 

Total costs and expenses

 

 

59,667

 

 

 

104,153

 

 

278,527

 

 

 

445,264

Income from operations

 

 

8,423

 

 

 

36,085

 

 

70,039

 

 

 

183,150

 

 

 

 

 

 

 

 

 

Interest (expense) income, net

 

 

(150

)

 

 

390

 

 

701

 

 

 

879

Other income (expense), net

 

 

 

 

 

4,778

 

 

(555

)

 

 

4,294

Income before income taxes

 

 

8,273

 

 

 

41,253

 

 

70,185

 

 

 

188,323

Income tax expense

 

 

2,137

 

 

 

9,979

 

 

10,970

 

 

 

32,020

Net income

 

$

6,136

 

 

$

31,274

 

$

59,215

 

 

$

156,303

Less: net income attributable to non-controlling interest

 

 

2,934

 

 

 

13,216

 

 

24,769

 

 

 

70,691

Net income attributable to Cactus, Inc.

 

$

3,202

 

 

$

18,058

 

$

34,446

 

 

$

85,612

 

 

 

 

 

 

 

 

 

Earnings per Class A share - basic

 

$

0.07

 

 

$

0.38

 

$

0.73

 

 

$

1.90

Earnings per Class A share - diluted (a)

 

$

0.07

 

 

$

0.38

 

$

0.72

 

 

$

1.88

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

 

47,610

 

 

 

47,128

 

 

47,457

 

 

 

44,983

Weighted average shares outstanding - diluted (a)

 

 

47,985

 

 

 

75,405

 

 

75,495

 

 

 

75,353

(a)   

Dilution for the twelve months ended December 31, 2020 includes $26.2 million of additional pre-tax income attributable to non-controlling interest adjusted for a corporate effective tax rate of 24.0%, and 27.9 million weighted average shares of Class B common stock plus the dilutive effect of restricted stock unit awards. Dilution for the three and twelve months ended December 31, 2019 includes an additional $13.6 million and $73.7 million of pre-tax income attributable to non-controlling interest adjusted for a corporate effective tax rate of 24.0% and 28.0 million and 30.1 million weighted average shares of Class B common stock, respectively, plus the effect of dilutive securities.

Cactus, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

   

 

 

December 31,

 

December 31,

 

 

2020

 

2019

 

 

(in thousands)

Assets

 

 

 

 

Current assets

 

 

 

 

Cash and cash equivalents

 

$

288,659

 

$

202,603

Accounts receivable, net

 

 

44,068

 

 

87,865

Inventories

 

 

87,480

 

 

113,371

Prepaid expenses and other current assets

 

 

4,935

 

 

11,044

Total current assets

 

 

425,142

 

 

414,883

 

 

 

 

 

Property and equipment, net

 

 

142,825

 

 

161,748

Operating lease right-of-use assets, net

 

 

21,994

 

 

26,561

Goodwill

 

 

7,824

 

 

7,824

Deferred tax asset, net

 

 

216,603

 

 

222,545

Other noncurrent assets

 

 

1,206

 

 

1,403

Total assets

 

$

815,594

 

$

834,964

 

 

 

 

 

Liabilities and Equity

 

 

 

 

Current liabilities

 

 

 

 

Accounts payable

 

$

20,163

 

$

40,957

Accrued expenses and other current liabilities

 

 

11,392

 

 

22,067

Current portion of liability related to tax receivable agreement

 

 

9,290

 

 

14,630

Finance lease obligations, current portion

 

 

3,823

 

 

6,735

Operating lease liabilities, current portion

 

 

4,247

 

 

6,737

Total current liabilities

 

 

48,915

 

 

91,126

 

 

 

 

 

Deferred tax liability, net

 

 

786

 

 

1,348

Liability related to tax receivable agreement, net of current portion

 

 

195,061

 

 

201,902

Finance lease obligations, net of current portion

 

 

2,240

 

 

3,910

Operating lease liabilities, net of current portion

 

 

17,822

 

 

20,283

Total liabilities

 

 

264,824

 

 

318,569

 

 

 

 

 

Equity

 

 

550,770

 

 

516,395

Total liabilities and equity

 

$

815,594

 

$

834,964

Cactus, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

   

 

 

Twelve Months Ended December 31,

 

 

2020

 

2019

 

 

(in thousands)

Cash flows from operating activities

 

 

 

 

Net income

 

$

59,215

 

 

$

156,303

 

Reconciliation of net income to net cash provided by operating activities

 

 

 

 

Depreciation and amortization

 

 

40,520

 

 

 

38,854

 

Deferred financing cost amortization

 

 

168

 

 

 

168

 

Stock-based compensation

 

 

8,599

 

 

 

6,995

 

Provision for expected credit losses

 

 

342

 

 

 

355

 

Inventory obsolescence

 

 

4,840

 

 

 

2,552

 

(Gain) loss on disposal of assets

 

 

(2,480

)

 

 

236

 

Deferred income taxes

 

 

6,948

 

 

 

25,403

 

(Gain) loss from revaluation of liability related to tax receivable agreement

 

 

555

 

 

 

(5,336

)

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

 

44,829

 

 

 

4,204

 

Inventories

 

 

18,201

 

 

 

(17,592

)

Prepaid expenses and other assets

 

 

6,177

 

 

 

438

 

Accounts payable

 

 

(19,434

)

 

 

(607

)

Accrued expenses and other liabilities

 

 

(10,893

)

 

 

6,994

 

Payments pursuant to tax receivable agreement

 

 

(14,207

)

 

 

(9,335

)

Net cash provided by operating activities

 

 

143,380

 

 

 

209,632

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Capital expenditures and other

 

 

(24,493

)

 

 

(59,703

)

Proceeds from sale of assets

 

 

6,346

 

 

 

3,755

 

Net cash used in investing activities

 

 

(18,147

)

 

 

(55,948

)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Payments on finance leases

 

 

(5,317

)

 

 

(7,484

)

Dividends paid to Class A common stock shareholders

 

 

(17,140

)

 

 

(4,244

)

Distributions to members

 

 

(16,304

)

 

 

(8,392

)

Repurchase of shares

 

 

(1,445

)

 

 

(1,549

)

Net cash used in financing activities

 

 

(40,206

)

 

 

(21,669

)

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

1,029

 

 

 

(253

)

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

86,056

 

 

 

131,762

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

Beginning of period

 

 

202,603

 

 

 

70,841

 

End of period

 

$

288,659

 

 

$

202,603

 

Cactus, Inc. – Supplemental Information

Reconciliation of GAAP to non-GAAP Financial Measures

Net income, as adjusted and diluted earnings per share, as adjusted

(unaudited)

 

Net income, as adjusted and diluted earnings per share, as adjusted are not measures of net income as determined by GAAP. Net income, as adjusted and diluted earnings per share, as adjusted are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements. Cactus defines net income, as adjusted as net income assuming Cactus, Inc. held all units in Cactus LLC, its operating subsidiary, at the beginning of the period, with the resulting additional income tax expense related to the incremental income attributable to Cactus, Inc. Net income, as adjusted, also includes certain other adjustments described below. Cactus defines diluted earnings per share, as adjusted as net income, as adjusted divided by weighted average shares outstanding, as adjusted. The Company believes this supplemental information is useful for evaluating performance period over period.

   

 

 

Three Months Ended

 

Twelve Months Ended

 

 

December 31,

 

September 30,

 

December 31,

 

December 31,

 

 

2020

 

2020

 

2019

 

2020

 

2019

 

 

(in thousands, except per share data)

Net income

 

$

6,136

 

$

10,886

 

 

$

31,274

 

 

$

59,215

 

 

$

156,303

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

Severance expenses, pre-tax(1)

 

 

 

 

 

 

 

 

 

 

1,864

 

 

 

 

Other non-operating (income) expense, pre-tax(2)

 

 

 

 

1,865

 

 

 

(4,778

)

 

 

555

 

 

 

(5,336

)

Secondary offering related expenses, pre-tax(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

1,042

 

Income tax expense differential(4)

 

 

151

 

 

(3,234

)

 

 

1,225

 

 

 

(6,455

)

 

 

(12,147

)

Net income, as adjusted

 

$

6,287

 

$

9,517

 

 

$

27,721

 

 

$

55,179

 

 

$

139,862

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share, as adjusted

 

$

0.08

 

$

0.13

 

 

$

0.37

 

 

$

0.73

 

 

$

1.86

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, as adjusted(5)

 

 

75,740

 

 

75,622

 

 

 

75,405

 

 

 

75,495

 

 

 

75,353

 

(1)  

Represents non-routine charges related to severance benefits.

(2)  

Represents non-cash adjustments for the revaluation of the liability related to the tax receivable agreement.

(3)   

Reflects fees and expenses recorded in the first quarter of 2019 in connection with the offering of Class A common stock by certain selling stockholders, excluding underwriting discounts and selling commissions incurred by the selling stockholders.

(4)   

Represents the increase or decrease in tax expense as though Cactus, Inc. owned 100% of Cactus LLC at the beginning of the period, calculated as the difference in tax expense recorded during each period and what would have been recorded, adjusted for pre-tax items listed above, based on a corporate effective tax rate of 24.0% on income before income taxes for the three and twelve months ended December 31, 2020 and December 31, 2019 and 25.5% for the three months ended September 30, 2020.

(5)   

Reflects 47.6, 47.5, and 47.1 million weighted average shares of basic Class A common stock and 27.8, 27.9 and 28.0 million of additional shares for the three months ended December 31, 2020, September 30, 2020, and December 31, 2019, and 47.5 and 45.0 million weighted average shares of basic Class A common stock and 27.9 and 30.1 million of additional shares for the twelve months ended December 31, 2020 and December 31, 2019, respectively, as if the weighted average shares of Class B common stock were exchanged and canceled for Class A common stock at the beginning of the period, plus the effect of dilutive securities.

Cactus, Inc. – Supplemental Information

Reconciliation of GAAP to non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

(unaudited)

 

EBITDA and Adjusted EBITDA are not measures of net income as determined by GAAP. EBITDA and Adjusted EBITDA are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines EBITDA as net income excluding net interest, income tax and depreciation and amortization. Cactus defines Adjusted EBITDA as EBITDA excluding the other items outlined below.

 

Cactus management believes EBITDA and Adjusted EBITDA are useful because they allow management to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Cactus presents EBITDA and Adjusted EBITDA because it believes they provide useful information regarding the factors and trends affecting the Company’s business.

   

 

 

Three Months Ended

 

Twelve Months Ended

 

 

December 31,

 

September 30,

 

December 31,

 

December 31,

 

 

2020

 

2020

 

2019

 

2020

 

2019

 

 

(in thousands)

 

(in thousands)

Net income

 

$

6,136

 

$

10,886

 

 

$

31,274

 

 

$

59,215

 

 

$

156,303

 

Interest (income) expense, net

 

 

150

 

 

(218

)

 

 

(390

)

 

 

(701

)

 

 

(879

)

Income tax expense

 

 

2,137

 

 

23

 

 

 

9,979

 

 

 

10,970

 

 

 

32,020

 

Depreciation and amortization

 

 

9,258

 

 

9,762

 

 

 

10,590

 

 

 

40,520

 

 

 

38,854

 

EBITDA

 

 

17,681

 

 

20,453

 

 

 

51,453

 

 

 

110,004

 

 

 

226,298

 

Severance expenses(1)

 

 

 

 

 

 

 

 

 

 

1,864

 

 

 

 

Other non-operating (income) expense(2)

 

 

 

 

1,865

 

 

 

(4,778

)

 

 

555

 

 

 

(5,336

)

Secondary offering related expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

1,042

 

Stock-based compensation

 

 

2,163

 

 

2,232

 

 

 

1,738

 

 

 

8,599

 

 

 

6,995

 

Adjusted EBITDA

 

$

19,844

 

$

24,550

 

 

$

48,413

 

 

$

121,022

 

 

$

228,999

 


Contacts

Cactus, Inc.
John Fitzgerald, 713-904-4655
Director of Corporate Development and Investor Relations
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  • Reported net loss attributable to HollyFrontier stockholders of $(601.4) million or $(3.72) per diluted share and adjusted net loss of $(139.9) million or $(0.87) per diluted share, for the year
  • Reported EBITDA of $(193.8) million and adjusted EBITDA of $412.2 million, for the year
  • Committed additional $400.0 million toward renewables expansion at Cheyenne and Artesia in 2020

DALLAS--(BUSINESS WIRE)--HollyFrontier Corporation (NYSE:HFC) (“HollyFrontier” or the “Company”) today reported fourth quarter net loss attributable to HollyFrontier stockholders of $(117.7) million or $(0.73) per diluted share for the quarter ended December 31, 2020, compared to net income of $60.6 million or $0.37 per diluted share for the quarter ended December 31, 2019.


The fourth quarter results reflect special items that collectively increased net loss by a total of $0.9 million. On a pre-tax basis, these items include goodwill and long-lived asset impairment charges totaling $108.4 million and charges related to the Cheyenne Refinery conversion to renewable diesel production, including decommissioning charges of $12.4 million, last-in, first-out (“LIFO”) inventory liquidation costs of $3.1 million and severance charges totaling $0.3 million; partially offset by a lower of cost or market inventory valuation adjustment of $149.2 million. Excluding these items, adjusted net loss for the fourth quarter was $(118.6) million ($(0.74) per diluted share) compared to adjusted net income of $78.0 million ($0.48 per diluted share) for the fourth quarter of 2019, which excludes certain items that collectively decreased net income by $17.4 million for the three months ended December 31, 2019.

HollyFrontier’s President & CEO, Michael Jennings, commented, “Despite the challenging environment, HollyFrontier preserved our industry-leading balance sheet thanks to a resilient set of results led by HEP and our Lubricants businesses. Looking forward, we expect demand for transportation fuels will strengthen as COVID-19 vaccines are distributed and the global economy recovers from the pandemic. Our focus for 2021 is on operating safely and reliably while executing our ambitious capital and turnaround plans.”

The COVID-19 pandemic caused a decline in U.S. and global economic activity starting in the first quarter of 2020. This decrease reduced both volumes and unit margins across the Company's businesses, resulting in lower gross margins and earnings. During the fourth quarter of 2020, demand for transportation fuels remained challenged while lubricants and specialties continued to show strength in the second half of the year due to improvement in industrial and transportation-related markets and increased global demand for base oils.

The Refining segment reported adjusted EBITDA of $(111.5) million compared to $171.6 million for the fourth quarter of 2019. This decrease was primarily due to continued weak demand for gasoline and diesel coupled with compressed crude differentials. Refinery gross margin for the fourth quarter of 2020 was $4.02 per produced barrel, a 71% decrease compared to $13.66 for the fourth quarter of 2019. Crude oil charge averaged 379,910 barrels per day (“BPD”) for the fourth quarter of 2020 compared to 359,500 BPD for the fourth quarter of 2019.

Our Lubricants and Specialty Products segment reported EBITDA of $(32.7) million, compared to $34.6 million in the fourth quarter of 2019. This decrease was driven by a goodwill impairment charge of $81.9 million related to Sonneborn. Excluding the impairment, our Lubricants and Specialties segment reported adjusted EBITDA of $49.2 million due to strengthening base oil margins in the fourth quarter of 2020.

Holly Energy Partners, L.P. (“HEP”) reported EBITDA of $86.8 million for the fourth quarter of 2020 compared to $87.8 million in the fourth quarter of 2019. Despite lower volumes year over year, HEP delivered strong fourth quarter 2020 earnings which were supported by long-term minimum volume commitment contracts.

For the fourth quarter of 2020, net cash provided by operations totaled $66.9 million. During the period, HollyFrontier declared and paid a dividend of $0.35 per share to shareholders totaling $57.9 million. At December 31, 2020, the Company's cash and cash equivalents totaled $1,368.3 million, a $156.6 million decrease over cash and cash equivalents of $1,524.9 million at September 30, 2020. Additionally, the Company's consolidated debt was $3,142.7 million. The Company's debt, exclusive of HEP debt, which is nonrecourse to HollyFrontier, was $1,737.1 million at December 31, 2020.

The Company has scheduled a webcast conference call for today, February 24, 2021, at 8:30 AM Eastern Time to discuss fourth quarter financial results. This webcast may be accessed at: https://event.on24.com/wcc/r/2950760/AF27087C3232DF9D1112AE68A106191D. An audio archive of this webcast will be available using the above noted link through March 10, 2021.

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

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the Securities and Exchange Commission. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, the extraordinary market environment and effects of the COVID-19 pandemic, including a significant decline in demand for refined petroleum products in markets the Company serves; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in the Company’s markets; the spread between market prices for refined products and market prices for crude oil; the possibility of constraints on the transportation of refined products or lubricant and specialty products; the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand; the effects of current and future governmental and environmental regulations and policies, including the effects of current and future restrictions on various commercial and economic activities in response to the COVID-19 pandemic; the availability and cost of financing to the Company; the effectiveness of the Company’s capital investments and marketing strategies; the Company’s efficiency in carrying out and consummating construction projects, including the Company's ability to complete announced capital projects, such as the conversion of the Cheyenne Refinery to a renewable diesel facility and the construction of the Artesia renewable diesel unit and pretreatment unit, on time and within budget; the Company's ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of the Company to acquire refined or lubricant product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations; the possibility of terrorist or cyberattacks and the consequences of any such attacks; general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States; continued deterioration in gross margins or a prolonged economic slowdown due to COVID-19 could result in an impairment of goodwill and / or additional long-lived asset impairments; and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s Securities and Exchange Commission filings. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

RESULTS OF OPERATIONS

 
Financial Data (all information in this release is unaudited)

 

Three Months Ended
December 31,

 

Change from 2019

 

2020

 

2019

 

Change

 

Percent

 

(In thousands, except per share data)

Sales and other revenues

$

2,900,768

 

 

$

4,381,888

 

 

$

(1,481,120

)

 

(34

)%

Operating costs and expenses:

 

 

 

 

 

 

 

Cost of products sold:

 

 

 

 

 

 

 

Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)

2,510,845

 

 

3,610,528

 

 

(1,099,683

)

 

(30

)

Lower of cost or market inventory valuation adjustment

(149,212

)

 

30,708

 

 

(179,920

)

 

(586

)

 

2,361,633

 

 

3,641,236

 

 

(1,279,603

)

 

(35

)

Operating expenses

336,077

 

 

383,630

 

 

(47,553

)

 

(12

)

Selling, general and administrative expenses

76,041

 

 

93,259

 

 

(17,218

)

 

(18

)

Depreciation and amortization

124,879

 

 

134,580

 

 

(9,701

)

 

(7

)

Goodwill and long-lived asset impairments

108,385

 

 

 

 

108,385

 

 

 

Total operating costs and expenses

3,007,015

 

 

4,252,705

 

 

(1,245,690

)

 

(29

)

Income (loss) from operations

(106,247

)

 

129,183

 

 

(235,430

)

 

(182

)

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Earnings of equity method investments

1,461

 

 

(37

)

 

1,498

 

 

(4,049

)

Interest income

1,043

 

 

5,012

 

 

(3,969

)

 

(79

)

Interest expense

(40,604

)

 

(36,383

)

 

(4,221

)

 

12

 

Gain on foreign currency transactions

3,119

 

 

576

 

 

2,543

 

 

441

 

Other, net

3,034

 

 

2,008

 

 

1,026

 

 

51

 

 

(31,947

)

 

(28,824

)

 

(3,123

)

 

11

 

Income (loss) before income taxes

(138,194

)

 

100,359

 

 

(238,553

)

 

(238

)

Income tax expense (benefit)

(43,643

)

 

19,290

 

 

(62,933

)

 

(326

)

Net income (loss)

(94,551

)

 

81,069

 

 

(175,620

)

 

(217

)

Less net income attributable to noncontrolling interest

23,196

 

 

20,464

 

 

2,732

 

 

13

 

Net income (loss) attributable to HollyFrontier stockholders

$

(117,747

)

 

$

60,605

 

 

$

(178,352

)

 

(294

)%

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

Basic

$

(0.73

)

 

$

0.38

 

 

$

(1.11

)

 

(292

)%

Diluted

$

(0.73

)

 

$

0.37

 

 

$

(1.10

)

 

(297

)%

Cash dividends declared per common share

$

0.35

 

 

$

0.35

 

 

$

 

 

%

Average number of common shares outstanding:

 

 

 

 

 

 

 

Basic

162,151

 

 

161,398

 

 

753

 

 

%

Diluted

162,151

 

 

162,898

 

 

(747

)

 

%

 

 

 

 

 

 

 

 

EBITDA

$

3,050

 

 

$

245,846

 

 

$

(242,796

)

 

(99

)%

Adjusted EBITDA

$

(21,898

)

 

$

262,660

 

 

$

(284,558

)

 

(108

)%

 

Years Ended
December 31,

 

Change from 2019

 

2020

 

2019

 

Change

 

Percent

 

(In thousands, except per share data)

Sales and other revenues

$

11,183,643

 

 

$

17,486,578

 

 

$

(6,302,935

)

 

(36

)%

Operating costs and expenses:

 

 

 

 

 

 

 

Cost of products sold:

 

 

 

 

 

 

 

Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)

9,158,805

 

 

13,918,384

 

 

(4,759,579

)

 

(34

)

Lower of cost or market inventory valuation adjustment

 

78,499

 

 

(119,775

)

 

198,274

 

 

(166

)

 

9,237,304

 

 

13,798,609

 

 

(4,561,305

)

 

(33

)

Operating expenses

1,300,277

 

 

1,394,052

 

 

(93,775

)

 

(7

)

Selling, general and administrative expenses

313,600

 

 

354,236

 

 

(40,636

)

 

(11

)

Depreciation and amortization

520,912

 

 

509,925

 

 

10,987

 

 

2

 

Goodwill and long-lived asset impairments

545,293

 

 

152,712

 

 

392,581

 

 

257

 

Total operating costs and expenses

11,917,386

 

 

16,209,534

 

 

(4,292,148

)

 

(26

)

Income (loss) from operations

(733,743

)

 

1,277,044

 

 

(2,010,787

)

 

(157

)

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Earnings of equity method investments

6,647

 

 

5,180

 

 

1,467

 

 

28

 

Interest income

7,633

 

 

22,139

 

 

(14,506

)

 

(66

)

Interest expense

(126,527

)

 

(143,321

)

 

16,794

 

 

(12

)

Gain on business interruption insurance settlement

81,000

 

 

 

 

81,000

 

 

%

Gain on sales-type lease

33,834

 

 

 

 

33,834

 

 

%

Loss on early extinguishment of debt

(25,915

)

 

 

 

(25,915

)

 

%

Gain on foreign currency transactions

2,201

 

 

5,449

 

 

(3,248

)

 

(60

)

Other, net

7,824

 

 

5,013

 

 

2,811

 

 

56

 

 

(13,303

)

 

(105,540

)

 

92,237

 

 

(87

)

Income (loss) before income taxes

(747,046

)

 

1,171,504

 

 

(1,918,550

)

 

(164

)

Income tax expense (benefit)

(232,147

)

 

299,152

 

 

(531,299

)

 

(178

)

Net income (loss)

(514,899

)

 

872,352

 

 

(1,387,251

)

 

(159

)

Less net income attributable to noncontrolling interest

86,549

 

 

99,964

 

 

(13,415

)

 

(13

)

Net income (loss) attributable to HollyFrontier stockholders

$

(601,448

)

 

$

772,388

 

 

$

(1,373,836

)

 

(178

)%

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

Basic

$

(3.72

)

 

$

4.64

 

 

$

(8.36

)

 

(180

)%

Diluted

$

(3.72

)

 

$

4.61

 

 

$

(8.33

)

 

(181

)%

Cash dividends declared per common share

$

1.40

 

 

$

1.34

 

 

$

0.06

 

 

4

%

Average number of common shares outstanding:

 

 

 

 

 

 

 

Basic

161,983

 

 

166,287

 

 

(4,304

)

 

(3

)%

Diluted

161,983

 

 

167,385

 

 

(5,402

)

 

(3

)%

 

 

 

 

 

 

 

 

EBITDA

$

(193,789

)

 

$

1,702,647

 

 

$

(1,896,436

)

 

(111

)%

Adjusted EBITDA

$

412,220

 

 

$

1,714,524

 

 

$

(1,302,304

)

 

(76

)%

Balance Sheet Data

 

Years Ended December 31,

 

2020

 

2019

 

(In thousands)

Cash and cash equivalents

$

1,368,318

 

$

885,162

Working capital

$

1,935,605

 

$

1,620,261

Total assets

$

11,506,864

 

$

12,164,841

Long-term debt

$

3,142,718

 

$

2,455,640

Total equity

$

5,722,203

 

$

6,509,426

Segment Information

Our operations are organized into three reportable segments: Refining, Lubricants and Specialty Products and HEP. Our operations that are not included in the Refining, Lubricants and Specialty Products and HEP segments are included in Corporate and Other. Intersegment transactions are eliminated in our consolidated financial statements and are included in Eliminations. Corporate and Other and Eliminations are aggregated and presented under the Corporate, Other and Eliminations column.

The Refining segment represents the operations of our El Dorado, Tulsa, Navajo, Woods Cross Refineries and HollyFrontier Asphalt Company LLC (“HFC Asphalt”) (aggregated as a reportable segment). Refining activities involve the purchase and refining of crude oil and wholesale and branded marketing of refined products, such as gasoline, diesel fuel and jet fuel. These petroleum products are primarily marketed in the Mid-Continent, Southwest and Rocky Mountain geographic regions of the United States. HFC Asphalt operates various asphalt terminals in Arizona, New Mexico and Oklahoma. The Refining segment also included the operations of the Cheyenne Refinery until it permanently ceased petroleum refining operations during the third quarter of 2020.

The Lubricants and Specialty Products segment involves Petro-Canada Lubricants Inc.’s (“PCLI”) production operations, located in Mississauga, Ontario, that include lubricant products such as base oils, white oils, specialty products and finished lubricants and the operations of our Petro-Canada Lubricants business that includes the marketing of products to both retail and wholesale outlets through a global sales network with locations in Canada, the United States, Europe and China. Additionally, the Lubricants and Specialty Products segment includes specialty lubricant products produced at our Tulsa refineries that are marketed throughout North America and are distributed in Central and South America, the operations of Red Giant Oil, one of the largest suppliers of locomotive engine oil in North America and the operations of Sonneborn, a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe.

The HEP segment involves all of the operations of HEP, a consolidated variable interest entity, which owns and operates logistics assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units in the Mid-Continent, Southwest and Rocky Mountain geographic regions of the United States. The HEP segment also includes a 75% interest in UNEV Pipeline, LLC (an HEP consolidated subsidiary), and a 50% ownership interest in each of Osage Pipeline Company, LLC, Cheyenne Pipeline LLC and Cushing Connect Pipeline & Terminal LLC. Revenues from the HEP segment are earned through transactions with unaffiliated parties for pipeline transportation, rental and terminalling operations as well as revenues relating to pipeline transportation services provided for our refining operations. Due to certain basis differences, our reported amounts for the HEP segment may not agree to amounts reported in HEP's periodic public filings.

 

 

Refining

Lubricants
and Specialty
Products

 

HEP

 

Corporate,
Other and
Eliminations

 

Consolidated
Total

 

(In thousands)

Three Months Ended December 31, 2020

 

 

 

 

 

 

 

 

Sales and other revenues:

 

 

 

 

 

 

 

 

 

Revenues from external customers

$

2,406,214

 

 

$

462,724

 

 

$

25,629

 

 

$

6,201

 

 

$

2,900,768

 

Intersegment revenues

74,492

 

 

1,554

 

 

101,827

 

 

(177,873

)

 

 

 

$

2,480,706

 

 

$

464,278

 

 

$

127,456

 

 

$

(171,672

)

 

$

2,900,768

 

Cost of products sold (exclusive of lower of cost or market inventory adjustment)

$

2,326,150

 

 

$

318,857

 

 

$

 

 

$

(134,162

)

 

$

2,510,845

 

Lower of cost or market inventory valuation adjustment

$

(145,497

)

 

$

 

 

$

 

 

$

(3,715

)

 

$

(149,212

)

Operating expenses

$

233,433

 

 

$

59,609

 

 

$

37,971

 

 

$

5,064

 

 

$

336,077

 

Selling, general and administrative expenses

$

32,621

 

 

$

36,162

 

 

$

2,420

 

 

$

4,838

 

 

$

76,041

 

Depreciation and amortization

$

73,598

 

 

$

21,396

 

 

$

23,350

 

 

$

6,535

 

 

$

124,879

 

Goodwill and long-lived asset impairments

$

26,518

 

 

$

81,867

 

 

$

 

 

$

 

 

$

108,385

 

Income (loss) from operations

$

(66,117

)

 

$

(53,613

)

 

$

63,715

 

 

$

(50,232

)

 

$

(106,247

)

Income (loss) before interest and income taxes

$

(66,117

)

 

$

(54,056

)

 

$

65,428

 

 

$

(43,888

)

 

$

(98,633

)

Net income attributable to noncontrolling interest

$

 

 

$

 

 

$

1,124

 

 

$

22,072

 

 

$

23,196

 

Earnings of equity method investments

$

 

 

$

 

 

$

1,461

 

 

$

 

 

$

1,461

 

Capital expenditures

$

45,870

 

 

$

12,086

 

 

$

20,641

 

 

$

38,555

 

 

$

117,152

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31, 2019

 

 

 

 

 

 

 

 

Sales and other revenues:

 

 

 

 

 

 

 

 

 

Revenues from external customers

$

3,837,269

 

 

$

512,980

 

 

$

31,639

 

 

$

 

 

$

4,381,888

 

Intersegment revenues

67,879

 

 

3,150

 

 

99,995

 

 

(171,024

)

 

 

 

$

3,905,148

 

 

$

516,130

 

 

$

131,634

 

 

$

(171,024

)

 

$

4,381,888

 

Cost of products sold (exclusive of lower of cost or market inventory adjustment)

$

3,381,967

 

 

$

377,740

 

 

$

 

 

$

(149,179

)

 

$

3,610,528

 

Lower of cost or market inventory valuation adjustment

$

30,708

 

 

$

 

 

$

 

 

$

 

 

$

30,708

 

Operating expenses

$

301,407

 

 

$

60,868

 

 

$

38,951

 

 

$

(17,596

)

 

$

383,630

 

Selling, general and administrative expenses

$

32,196

 

 

$

42,914

 

 

$

2,929

 

 

$

15,220

 

 

$

93,259

 

Depreciation and amortization

$

82,527

 

 

$

22,890

 

 

$

24,514

 

 

$

4,649

 

 

$

134,580

 

Income (loss) from operations

$

76,343

 

 

$

11,718

 

 

$

65,240

 

 

$

(24,118

)

 

$

129,183

 

Income (loss) before interest and income taxes

$

76,343

 

 

$

11,681

 

 

$

65,532

 

 

$

(21,826

)

 

$

131,730

 

Net income attributable to noncontrolling interest

$

 

 

$

 

 

$

1,457

 

 

$

19,007

 

 

$

20,464

 

Earnings of equity method investments

$

 

 

$

 

 

$

(37

)

 

$

 

 

$

(37

)

Capital expenditures

$

69,835

 

 

$

15,110

 

 

$

6,284

 

 

$

7,477

 

 

$

98,706

 

 

 

Refining

 

Lubricants
and Specialty
Products

 

HEP

 

Corporate,
Other and
Eliminations

 

Consolidated
Total

 

(In thousands)

Year Ended December 31, 2020

 

 

 

 

 

 

 

 

Sales and other revenues:

 

 

 

 

 

 

 

 

 

Revenues from external customers

$

9,286,658

 

 

$

1,792,745

 

 

$

98,039

 

$

6,201

 

 

$

11,183,643

 

Intersegment revenues

252,531

 

 

10,465

 

 

399,809

 

(662,805

)

 

 

 

$

9,539,189

 

 

$

1,803,210

 

 

$

497,848

 

$

(656,604

)

 

$

11,183,643

 

Cost of products sold (exclusive of lower of cost or market inventory adjustment)

$

8,439,680

 

 

$

1,271,287

 

 

$

 

$

(552,162

)

 

$

9,158,805

 

Lower of cost or market inventory valuation adjustment

$

82,214

 

 

$

 

 

$

 

$

(3,715

)

 

$

78,499

 

Operating expenses

$

988,045

 

 

$

216,068

 

 

$

147,692

 

$

(51,528

)

 

$

1,300,277

 

Selling, general and administrative expenses

$

127,298

 

 

$

157,816

 

 

$

9,989

 

$

18,497

 

 

$

313,600

 

Depreciation and amortization

$

324,617

 

 

$

80,656

 

 

$

95,445

 

$

20,194

 

 

$

520,912

 

Goodwill and long-lived asset impairments

$

241,760

 

 

$

286,575

 

 

$

16,958

 

$

 

 

$

545,293

 

Income (loss) from operations

$

(664,425

)

 

$

(209,192

)

 

$

227,764

 

$

(87,890

)

 

$

(733,743

)

Income (loss) before interest and income taxes

$

(664,425

)

 

$

(209,903

)

 

$

251,021

 

$

(4,845

)

 

$

(628,152

)

Net income attributable to noncontrolling interest

$

 

 

$

 

 

$

5,282

 

$

81,267

 

 

$

86,549

 

Earnings of equity method investments

$

 

 

$

 

 

$

6,647

 

$

 

 

$

6,647

 

Capital expenditures

$

152,726

 

 

$

32,473

 

 

$

59,283

 

$

85,678

 

 

$

330,160

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2019

 

 

 

 

 

 

 

 

Sales and other revenues:

 

 

 

 

 

 

 

 

 

Revenues from external customers

$

15,284,110

 

 

$

2,081,221

 

 

$

121,027

 

$

220

 

 

$

17,486,578

 

Intersegment revenues

312,678

 

 

11,307

 

 

411,750

 

(735,735

)

 

 

 

$

15,596,788

 

 

$

2,092,528

 

 

$

532,777

 

$

(735,515

)

 

$

17,486,578

 

Cost of products sold (exclusive of lower of cost or market inventory adjustment)

$

12,980,506

 

 

$

1,580,036

 

 

$

 

$

(642,158

)

 

$

13,918,384

 

Lower of cost or market inventory valuation adjustment

$

(119,775

)

 

$

 

 

$

 

$

 

 

$

(119,775

)

Operating expenses

$

1,095,488

 

 

$

231,523

 

 

$

161,996

 

$

(94,955

)

 

$

1,394,052

 

Selling, general and administrative expenses

$

120,518

 

 

$

168,595

 

 

$

10,251

 

$

54,872

 

 

$

354,236

 

Depreciation and amortization

$

309,932

 

 

$

88,781

 

 

$

96,706

 

$

14,506

 

 

$

509,925

 

Goodwill impairment

$

 

 

$

152,712

 

 

$

 

$

 

 

$

152,712

 

Income (loss) from operations

$

1,210,119

 

 

$

(129,119

)

 

$

263,824

 

$

(67,780

)

 

$

1,277,044

 

Income (loss) before interest and income taxes

$

1,210,119

 

 

$

(128,837

)

 

$

304,442

 

$

(93,038

)

 

$

1,292,686

 

Net income attributable to noncontrolling interest

$

 

 

$

 

 

$

4,981

 

$

94,983

 

 

$

99,964

 

Earnings of equity method investments

$

 

 

$

 

 

$

5,180

 

$

 

 

$

5,180

 

Capital expenditures

$

199,002

 

 

$

40,997

 

 

$

30,112

 

$

23,652

 

 

$

293,763

 

 

 

Refining

 

Lubricants
and Specialty
Products

 

HEP

Corporate,
Other and
Eliminations

 

Consolidated
Total

 

(In thousands)

December 31, 2020

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

3,106

 

$

163,729

 

$

21,990

 

$

1,179,493

 

$

1,368,318

Total assets

$

6,203,847

 

$

1,864,313

 

$

2,198,478

 

$

1,240,226

 

$

11,506,864

Long-term debt

$

 

$

 

$

1,405,603

 

$

1,737,115

 

$

3,142,718

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

9,755

 

$

169,277

 

$

13,287

 

$

692,843

 

$

885,162

Total assets

$

7,189,094

 

$

2,223,418

 

$

2,205,437

 

$

546,892

 

$

12,164,841

Long-term debt

$

 

$

 

$

1,462,031

 

$

993,609

 

$

2,455,640


Contacts

Richard L. Voliva III, Executive Vice President and Chief Financial Officer
Craig Biery, Vice President, Investor Relations
HollyFrontier Corporation
214-954-6510


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HOUSTON--(BUSINESS WIRE)--Phillips 66 Partners LP (NYSE: PSXP) (“the Partnership”) has filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2020, with the Securities and Exchange Commission (SEC). The filing can be viewed through the “Investors” area of the Partnership’s website at www.phillips66partners.com by selecting the “SEC Filings” link under the “Financial Information” tab, as well as on the SEC’s website at www.sec.gov.


Unitholders may request a hard copy of the report, which includes the Partnership’s audited financial statements, free of charge. Requests should be submitted in writing to Phillips 66 – 411 S. Keeler Ave., Bartlesville, OK 74003.

About Phillips 66 Partners

Headquartered in Houston, Phillips 66 Partners is a growth-oriented master limited partnership formed by Phillips 66 to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum products and natural gas liquids pipelines, terminals and other midstream assets. For more information, visit www.phillips66partners.com.


Contacts

Jeff Dietert (investors)
832-765-2297
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Shannon Holy (investors)
832-765-2297
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Thaddeus Herrick (media)
855-841-2368
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  • ReNew Power, India’s leading renewable energy company, has entered into a definitive business combination agreement with RMG Acquisition Corporation II (“RMG II”); upon closing, the combined entity is expected to be listed on the NASDAQ under the new ticker symbol “RNW”
  • Pro forma consolidated & fully diluted enterprise value of approximately $8 billion; transaction expected to close in the second quarter of 2021, subject to customary closing conditions
  • Total anticipated proceeds of $1.2 billion, comprised of $855 million, upsized, fully-committed private placement of common stock in ReNew Power (the “PIPE”) and $345 million of gross cash held in trust by RMG II, subject to redemptions; anticipated net primary proceeds of approximately $610 million to fund the company’s accelerated growth strategy and pay down debt
  • The upsized PIPE was anchored by marquee institutional investors including funds and accounts managed by BlackRock, BNP Paribas Energy Transition Fund, Mr. Chamath Palihapitiya, Sylebra Capital, TT International Asset Management Ltd, TT Environmental Solutions Fund and Zimmer Partners
  • ReNew Power’s vertically integrated business model and predictable cash flows, supported by long-term power purchase agreements, make the company among the most profitable in the sector, not only in India, but worldwide; with renewable energy far cheaper than energy generated by fossil fuels, the coming decade is expected to see accelerated growth in renewable energy development
  • RMG II management has significant experience in the international energy sector

NEW DELHI & NEW YORK--(BUSINESS WIRE)--ReNew Power Private Limited (“ReNew” or “the Company”), India’s leading pure-play renewable energy producer, and RMG Acquisition Corporation II (“RMG II”) (NASDAQ: RMGB) announced today, the execution of a definitive agreement for a business combination that would result in ReNew becoming a publicly listed company on the NASDAQ.


Upon closing of the transaction, the combined company would be named ReNew Energy Global PLC and would be publicly listed under the symbol “RNW”. The transaction would further bolster ReNew’s leading position in solar and wind energy generation for the Indian market, by funding medium-term growth opportunities, as well as paying down debt.

ReNew Power – India’s Leading Pure-Play Renewable Energy Company

Founded in 2011, ReNew is India’s leading renewable energy independent power producer (IPP), and among the top 15 largest renewable IPPs globally by capacity, with a portfolio of more than 100 operational utility-scale wind and solar energy projects spread across 9 Indian states. The Company also owns and operates distributed solar energy projects for more than 150 commercial and industrial customers across India.

ReNew was the first Indian renewable energy company to cross commissioned capacity milestones of 1 gigawatt (GW) and 2 GW, and is presently the only company in the Indian renewable energy sector with over 5 GW of operational capacity. The Company currently has an aggregate capacity of close to 10 GW (including capacity already won in competitive bids).

ReNew’s growth has been aided by stable cash flows, secured through long-term contracts with well-regarded counterparties. Currently, ReNew’s total utility-scale committed capacity is contracted under power purchase agreements (PPAs) with an average duration of more than 24 years. A bulk of these contracts are with central government agencies, such as the Solar Energy Corporation of India (SECI) and NTPC Limited. Over the last 10 years, ReNew has also forged a robust and well diversified network of suppliers, enabling adoption of the best technologies, at optimal cost, across its projects portfolio.

Beyond generation of clean power, ReNew has also developed expertise in ancillary areas such as energy storage. In 2020, ReNew won two unique tenders floated by SECI to ensure firm, reliable, and affordable supplies of green power. This included India’s first tender for round-the-clock power supply from renewables, and a tender for a renewable energy project to address peak power demand by combining wind-solar hybrid generation with battery storage.

During 2020, ReNew also entered into the emerging digital services business, with the acquisition of Climate Connect, a Pune, India-based company, and a leading player in AI-enabled grid management and load forecasting.

Market Overview – Renewable Energy Demand in India Poised to Grow

ReNew’s business model is reinforced by recent trends in the Indian power generation market, as well as the Indian government’s green energy targets over the next decade. India’s per capita electricity consumption is poised for rapid growth in the next decade, with approximately two-thirds of this incremental demand being met by power from renewable sources. India’s global climate commitments regarding reduction of carbon emissions will dictate a transformational change in the power generation mix – away from fossil fuels, in favor of renewables. At the same time, the Indian government’s ambitious target of 450 GW of installed renewables capacity by 2030, a 5x increase over current levels, indicates huge market potential. A steady reduction in costs of generation, driven by technological advances and well-contested auctions will further accelerate renewables adoption.

As India’s energy transition gathers pace, ReNew’s at-scale, geographically-diversified, multi-technology approach, backed by disciplined project execution and superior financial discipline will help the Company sustain its high growth trajectory.

Management & Stockholder Commentary

The Indian renewable energy sector has grown rapidly over the last decade,” said Sumant Sinha, Founder, Chairman & Chief Executive Officer of ReNew. “During this time, ReNew has been a driving force in making sure that the sources of this growth are sustainable, and also economically competitive. Over the next decade, ReNew plans to maintain its track record of market share growth, and contribution to the greening of the Indian power sector, and to help meet the Indian government’s ambitious renewable energy targets. Over time, we will expand our capabilities even further, with utility-scale battery storage, and customer focused intelligent energy solutions. ReNew’s vision is to enhance its position as a global leader in the clean energy space, to continue leading India’s ongoing clean energy transition, and to assist in deepening electrification and decarbonization of the Indian economy.”

When we closed our IPO in December, we were looking to partner with a company driving change on a global scale, with a proven track record, and best-in-class management,” remarked Bob Mancini, Chief Executive Officer and Director of RMG II. “We found that company in ReNew, and are excited to be partnering with an incredibly talented management team, led by Sumant. Our diligence on ReNew confirmed that the company was not only the leading, but the best-positioned renewable energy firm in India. Its commitment to measured growth through long-term partnerships with Indian central and state government agencies, scale, technological innovation, and strong financial position should enable ReNew to take advantage of the incredibly positive trends in the Indian power market over the next decade and beyond. We are proud to be a part of this incredible story.”

Since our founding partnership with Sumant Sinha, ReNew Power has exemplified our focus on supporting strong management teams and fast-growing market leaders in renewable energy,” said Michael Bruun, a Managing Director in the Asset Management Division of Goldman Sachs. “We have been proud to welcome many of the world’s most well-known investors to partner with us over the years. Now with this milestone event, we are pleased to see an even larger number of investors be a part of this important ESG journey.”

Transaction Overview

The pro forma consolidated & fully diluted market capitalization of the combined company would be approximately $4.4 billion at the $10 per share PIPE subscription price, assuming no RMG II shareholders exercise their redemption rights. Gross cash proceeds are estimated to be approximately $1.2 billion, comprised of $855 million from the PIPE and approximately $345 million of cash held in trust by RMG II, before any adjustments due to potential redemptions by RMG II shareholders.

Proceeds will be used to support ReNew’s growth strategy, including the buildout of its contracted, utility-scale renewable power generation capacity, as well as to reduce debt. ReNew’s management, and its current group of stockholders, including Goldman Sachs, the Canada Pension Plan Investment Board (CPP Investments), Abu Dhabi Investment Authority, and JERA Co., Inc. (JERA), among others, who together own 100% of ReNew today, will be rolling a majority of their equity into the new company, and are expected to represent approximately 70% of the effective company ownership upon transaction close.

ReNew’s leadership will remain intact, with Sumant Sinha as Chairman & Chief Executive Officer of the combined company, overseeing its strategic growth initiatives and expansion.

The Board of Directors of the combined company will include representation from ReNew’s existing stockholders, RMG II, and independent directors. Bob Mancini will be the appointee from RMG II to the Board. Other Board appointments will be made prior to closing.

The transaction has been approved by the ReNew board of directors and the RMG II board of directors. Completion of the proposed transaction is subject to customary closing conditions, including approval from the Competition Commission of India and of the stockholders of RMG II, and the transaction is expected to close in the second quarter of 2021.

Advisors

Goldman Sachs (India) Securities Private Limited and Morgan Stanley India Company Private Limited (“Morgan Stanley”) are serving as financial advisors to ReNew in connection with the business combination. Morgan Stanley & Co. LLC is acting as joint placement agent to RMG II on the PIPE. Latham & Watkins LLP, Nishith Desai & Associates and Cyril Amarchand Mangladas are serving as legal advisors to ReNew.

BofA Securities is serving as exclusive financial advisor to RMG II, and also acting as lead placement agent on the PIPE. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to RMG II. Khaitan & Co LLP is serving as legal advisor to RMG II on Indian legal aspects.

Ropes & Gray LLP is serving as counsel to the placement agents on the PIPE.

Investor Conference Call Information

ReNew and RMG II will host a joint investor conference call to discuss the proposed transaction today, Wednesday, February 24, 2021 at 8:30 AM EST.

To listen to the prepared remarks via telephone, dial 1-877-407-9039 (U.S.) or 1-201-689-8470 (International) and an operator will assist you. A telephone replay will be available at 1-844-512-2921 (U.S.) or 1-412-317-6671 (International), passcode: 13716796, through March 10, 2021 at 11:59 PM EST.

About ReNew Power Private Limited

ReNew Power Private Limited is India’s leading renewable energy independent power producer (IPP) by capacity, and is the 12th largest global renewable IPP by generation capacity. ReNew develops, builds, owns and operates utility-scale wind and solar energy projects, as well as distributed solar energy projects that generate electric power for commercial and industrial customers. As of December 2020, ReNew had a total capacity of close to 10 GW of wind and solar power assets across India, including commissioned and committed projects. ReNew has a strong track record of organic and inorganic growth. ReNew’s current group of stockholders contains several marquee investors including Goldman Sachs, CPP Investments, Abu Dhabi Investment Authority, GEF SACEF and JERA. www.renewpower.in

About RMG Acquisition Corporation II

RMG Acquisition Corporation II (NASDAQ: RMGB) is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. RMG II raised $345 million in its December 14, 2020 IPO, which was upsized due to strong demand and included the underwriters’ full over-allotment option. RMG II is sponsored and led by the management team of Jim Carpenter, Bob Mancini, and Phil Kassin, who together have over 100 years of combined principal investment, operational, transactional, and CEO and public company board level leadership experience. RMG II intends to capitalize on the ability of its management team to identify, acquire and operate businesses across a broad range of sectors that may provide opportunities for attractive long-term risk-adjusted returns. www.rmgacquisition.com/

Important Information About the Business Combination and Where to Find It

In connection with the proposed business combination, RMG II intends to file preliminary and definitive proxy statements/prospectuses with the Securities and Exchange Commission (“SEC”). The preliminary and definitive proxy statements/prospectuses and other relevant documents will be sent or given to the stockholders of RMG II as of the record date established for voting on the proposed business combination and will contain important information about the proposed business combination and related matters. Stockholders of RMG II and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with RMG II’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination because the proxy statement/prospectus will contain important information about RMG II, ReNew and the proposed business combination. When available, the definitive proxy statement/prospectus will be mailed to RMG II’s stockholders as of a record date to be established for voting on the proposed 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: RMG Acquisition Corporation II, 50 West Street, Suite 40C, New York, NY 10006, Attention: Secretary, telephone: (212) 785-2579. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

RMG II, ReNew and their respective directors and executive officers may be deemed participants in the solicitation of proxies from RMG II’s stockholders in connection with the business combination. RMG II’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of RMG II in RMG II’s final prospectus filed with the SEC on December 11, 2020 in connection with RMG II’s initial public offering. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to RMG II’s stockholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the proxy statement/prospectus that RMG II intends to file with the SEC.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding RMG II’s proposed business combination with ReNew, RMG II’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of RMG II and ReNew 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 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 will differ from assumptions. Many actual events and circumstances are beyond the control of RMG II or ReNew. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the business combination, including the risk that any 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 business combination or that the approval of the stockholders of RMG II or ReNew is not obtained; failure to realize the anticipated benefits of business combination; risk relating to the uncertainty of the projected financial information with respect to ReNew; the amount of redemption requests made by RMG II’s stockholders; the overall level of consumer demand for ReNew’s products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the financial strength of ReNew’s customers; ReNew’s ability to implement its business strategy; changes in governmental regulation, ReNew’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to ReNew’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; stability of ReNew’s suppliers, as well as consumer demand for its products, in light of disease epidemics and health-related concerns such as the COVID-19 pandemic; the impact that global climate change trends may have on ReNew and its suppliers and customers; ReNew’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, RMG II’s information systems; fluctuations in the price, availability and quality of electricity and other raw materials and contracted products as well as foreign currency fluctuations; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. More information on potential factors that could affect RMG II’s or ReNew’s financial results is included from time to time in RMG II’s public reports filed with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as well as the preliminary and the definitive proxy statements/prospectuses that RMG II intends to file with the SEC in connection with RMG II’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination. If any of these risks materialize or RMG II’s or ReNew’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither RMG II nor ReNew presently know, or that RMG II and ReNew 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 RMG II’s and ReNew’s expectations, plans or forecasts of future events and views as of the date of this press release. RMG II and ReNew anticipate that subsequent events and developments will cause their assessments to change. However, while RMG II and ReNew may elect to update these forward-looking statements at some point in the future, RMG II and ReNew specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing RMG II’s or ReNew’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

No Offer or Solicitation

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

This press release should not be considered as an advertisement, invitation, offer, sale or solicitation of an offer to subscribe for or purchase any securities, whether by way of private placement or to the public in India nor shall it or any part of it form the basis of or be relied on in connection with any contract, commitment or any investment decision in relation thereto in India.

Securities will not be offered or sold, and have not been offered or sold, in India by means of any offering document or other document or material relating to the securities, directly or indirectly, to any person or to the public in India. This communication or any offering memorandum or prospectus (or equivalent disclosure document) produced in connection with the offering of securities is not an offer document or an offering circular or a "private placement offer cum application letter" or a "prospectus" under the Companies Act, 2013, as amended, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended or any other applicable law in India. This announcement has not been and will not be registered as a "prospectus" or a statement in lieu of prospectus in respect of a public offer, information memorandum or “private placement offer cum application letter” or any other offering material with any Registrar of Companies in India or the Securities and Exchange Board of India or any other statutory or regulatory body of like nature in India, save and except for any information relating to the securities which is mandatorily required to be disclosed or filed in India under any applicable laws, and no such document will be circulated or distributed to any person in India.


Contacts

ReNew Power Private Limited

For Investors:
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Caldwell Bailey, ICR Inc.

For Media:
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Cory Ziskind, ICR, Inc.

RMG Acquisition Corporation II

For Media & Investors:
Philip Kassin
President & Chief Operating Officer
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Read full story here

STAMFORD, Conn.--(BUSINESS WIRE)--As previously announced, Crane Co. (NYSE:CR) will hold its annual investor conference virtually on Thursday, February 25, 2021, from 9:00 AM to 11:00 AM (EST). Speakers will include Max H. Mitchell and other key Crane Co. executives.


Crane Co. is also raising its full year 2021 guidance for GAAP earnings per diluted share (EPS) by $0.10 to a range of $4.95-$5.15. Excluding Special Items, 2021 EPS guidance is now $5.00-$5.20. The revised guidance reflects core sales growth of approximately 3%, compared to the 2% core sales growth assumption in the Company’s prior guidance. (Please see the attached Non-GAAP Financial Measures table for a detailed reconciliation of GAAP EPS guidance to adjusted EPS guidance.) Additional details about the increased guidance will be provided during the investor conference, and in the accompanying presentation materials that are now available on the company’s website at www.craneco.com/investors.

During the event, Crane Co.’s leadership team will provide an update on its three strategic growth platforms, as well as elements of the Company’s growth strategy that will continue to drive superior shareholder returns.

Crane Co. President and Chief Executive Officer Max Mitchell commented, “Through consistent investment in technology and strategic growth initiatives, as well our ongoing focus on driving productivity and operational improvement, Crane is extremely well positioned to outgrow its underlying end markets as we emerge from the COVID-related downturn. I believe that we are at an inflection point for accelerating growth both organically, and through inorganic capital allocation.”

Management will discuss four key themes during the investor conference:

  • Expectations for a strong, broad-based recovery in key end markets, along with benefits from the portfolio’s alignment with certain strengthening secular trends;
  • Accelerating growth from consistent and continued investment in new product development, breakthrough innovations, technology investments, and localization;
  • Growing opportunities for inorganic growth based on a long history and track-record of successful acquisitions; and,
  • The importance of our solid foundation which includes our Crane Business System and its disciplined cadence and execution, as well as our strong culture with its emphasis on ethics, philanthropy, sustainability and equality.

We have clear momentum from strengthening markets, as well as increasing traction with our growth initiatives. After 17 years at Crane, I have never felt more energized and excited about the future of Crane and the opportunities that lie ahead, and I am confident that we are on a path to generate substantial and sustainable value for all of our stakeholders.”

Interested parties may listen to a simultaneous webcast of this event through the Company’s website. A web replay will be available on our website shortly after completion of the event.

Crane Co. is a diversified manufacturer of highly engineered industrial products. Founded in 1855, Crane Co. provides products and solutions to customers in the chemicals, oil & gas, power, automated payment solutions, banknote design and production and aerospace & defense markets, along with a wide range of general industrial and consumer related end markets. The Company has four business segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. Crane Co. has approximately 11,000 employees in the Americas, Europe, the Middle East, Asia and Australia. Crane Co. is traded on the New York Stock Exchange (NYSE:CR). For more information, visit www.craneco.com.

This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the management’s current beliefs, expectations, plans, assumptions and objectives regarding Crane Co.’s future financial performance and are subject to significant risks and uncertainties. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors, including risks and uncertainties related to the ongoing COVID-19 pandemic, that could cause actual results or outcomes to differ materially from those expressed or implied in these forward-looking statements. Such factors also include, among others: uncertainties regarding the extent and duration of the impact of the COVID-19 pandemic on many aspects of our business, operations and financial performance; changes in economic, financial and end-market conditions in the markets in which we operate; fluctuations in raw material prices; the financial condition of our customers and suppliers; economic, social and political instability, currency fluctuation and other risks of doing business outside of the United States; competitive pressures, including the need for technology improvement, successful new product development and introduction and any inability to pass increased costs of raw materials to customers; our ability to value and successfully integrate acquisitions, to realize synergies and opportunities for growth and innovation, and to attract and retain highly qualified personnel and key management; a reduction in congressional appropriations that affect defense spending and our ability to predict the timing and award of substantial contracts in our banknote business; adverse effects on our business and results of operations, as a whole, as a result of increases in asbestos claims or the cost of defending and settling such claims; adverse effects as a result of environmental remediation activities, costs, liabilities and related claims; investment performance of our pension plan assets and fluctuations in interest rates, which may affect the amount and timing of future pension plan contributions; and other risks noted in reports that we file with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and subsequent reports filed with the Securities and Exchange Commission. Crane Co. does not undertake any obligation to update or revise any forward-looking statements.

CRANE CO.

Non-GAAP Financial Measures

     

 

    2021 Full Year Guidance

EARNINGS PER SHARE GUIDANCE

   

Low

 

High

Earnings per share – GAAP basis

   

$4.95

 

$5.15

Repositioning and other

   

$0.05

 

$0.05

Earnings per share – non-GAAP basis

   

$5.00

 

$5.20

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Certain non-GAAP measures are provided in this press release. Management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods. Specifically, management believes that, when considered together with reported amounts, these non-GAAP measures are useful to investors and management in understanding ongoing operations and by providing a clearer view of the underlying trends of the business. In addition, Free Cash Flow provides supplemental information to assist investors and management in analyzing the Company’s ability to generate liquidity from its operating activities. The measure of Free Cash Flow does not take into consideration certain other non-discretionary cash requirements such as, for example, mandatory principal payments on the Company's long-term debt. Management uses non-GAAP financial measures in evaluating the Company's core operating results and financial performance. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed as a supplement to, and not as a substitute for or superior to, the Company’s reported results prepared in accordance with GAAP. Reconciliations of the Company’s non-GAAP financial measures to the most directly comparable GAAP results are included in the tables at the end of this press release.


Contacts

Jason D. Feldman
Vice President, Investor Relations
203-363-7329
www.craneco.com

  • Separation will establish the nation’s largest fully regulated transmission and distribution utility company and the largest carbon-free power producer paired with the leading customer-facing platform for clean, sustainable energy solutions
  • Unlocks strategic flexibility for each company to focus on its core business strategies to better meet evolving customer needs and stakeholder goals
  • Exelon to discuss separation and fourth quarter 2020 financial results today at 10 a.m. ET

CHICAGO--(BUSINESS WIRE)--Exelon Corp. (Nasdaq: EXC) today announced its Board of Directors has approved a plan to separate Exelon Utilities (RemainCo), comprised of the company’s six regulated electric and gas utilities, and Exelon Generation (SpinCo), its competitive power generation and customer-facing energy businesses into two publicly traded companies with the resources necessary to best serve customers and sustain long-term investment and operating excellence. The separation gives each company the financial and strategic independence to focus on its specific customer needs, while executing its core business strategy.


It establishes RemainCo as the parent company for Exelon’s fully regulated transmission and distribution utilities, positioning it to deliver smart, clean, reliable and resilient energy to its customers while continuing to foster economic opportunity and equity in the diverse communities it serves. It also launches Spinco, a competitive generation and customer-facing company with the agility to adapt to a rapidly changing energy landscape as the nation’s largest provider of clean energy and leading integrated platform for sustainable energy solutions.

“Our industry is changing at a rapid pace and our customers expect us to continuously innovate to stay ahead of growing demand for clean energy, evolving business conditions and changing technology,” said Christopher M. Crane, president and CEO of Exelon. “Now is the right time to take this step to best serve our customers, employees, community partners and shareholders. These are two strong, distinct businesses that will benefit from the strategic flexibility to focus on their unique customer, market and community priorities.”

Two Strong, Publicly Traded Companies

RemainCo will be the parent company for Exelon’s fully regulated transmission and distribution utilities, delivering electricity and natural gas to more than 10 million customers. With operations across five states and the District of Columbia, its six utilities consistently rank in the top quartile or higher for grid reliability and other key performance metrics, making them among the best-run utilities in the nation. They include Atlantic City Electric in southern New Jersey, BGE in central Maryland, ComEd in northern Illinois, Delmarva Power in Delaware and eastern Maryland, Pepco in Washington, D.C., and central Maryland, and PECO in southeastern Pennsylvania.

Exelon Utilities has invested $22 billion over the last four years to modernize the grid and improve customer service, resulting in each utility achieving its best-ever customer satisfaction rating in 2020. As a standalone transmission and distribution company, RemainCo will continue that performance track record with an additional $27 billion in investment over the next four years to continue modernizing the grid, while managing costs and keeping rates affordable. In addition, each Exelon utility has launched initiatives in their respective jurisdictions to expand transportation electrification and connect customers with options like solar and battery storage to reduce local air pollution, improve the health of the customers they serve and help communities meet their sustainability and climate goals.

While the structure of the company is changing, its commitment to investing in its communities will remain the same. Exelon Utilities gave $27.6 million to local nonprofits in 2020, and it expects to continue a high level of support for communities. Additionally, the utilities will continue supporting diverse businesses at maintained or increased levels. Exelon’s six utilities spent more than $2 billion with local women- and minority-owned businesses in 2020, setting a new record and helping to sustain jobs and promote diversity, equity and inclusion in its communities.

SpinCo will be the largest supplier of clean energy and sustainable solutions to homes, businesses and public-sector customers across the continental U.S., backed by more than 31,000 megawatts of generating capacity consisting of nuclear, wind, solar, natural gas and hydro assets. The company will produce about 12 percent of the nation’s carbon-free energy, making it an indispensable partner to businesses and state and local governments that are setting ambitious carbon-reduction goals and seeking long-term solutions to the climate crisis.

SpinCo’s clean generation fleet will be paired with the nation’s leading retail and wholesale supplier of power, natural gas and clean energy products and services for about two million homes, businesses and public-sector entities across the continental U.S., including three-fourths of the Fortune 100.

SpinCo will operate the nation’s largest fleet of carbon-free nuclear power plants, which produced 150 million megawatt hours of electricity last year – enough to power 13.6 million homes and avoid more than 106 million metric tons of carbon emissions. The company also operates approximately 12,000 megawatts of hydroelectric, wind, solar, natural gas and oil generation assets, which provide a mix of baseload, intermediate and peak power generation. These characteristics make SpinCo uniquely positioned to advance the nation’s clean energy strategy and priorities.

To maintain the generation fleet’s legacy of safety, operational excellence and financial stewardship, the company will retire uneconomic assets that negatively affect its ability to provide a reliable source of clean power to tens of millions of American homes and businesses.

Details of the Separation

Under the separation plan, Exelon Corporation shareholders will retain their current shares of Exelon stock and receive a pro-rata dividend of shares of the new company’s stock in a transaction that is expected to be tax-free to Exelon and its shareholders for U.S. federal income tax purposes. The actual number of shares to be distributed to Exelon shareholders will be determined prior to closing. Exelon is targeting to complete the separation in the first quarter of 2022.

Exelon will continue to be led by CEO Chris Crane and the existing management team until the separation is complete through the public listing of SpinCo. Further details about each company will be released in the coming months, including information about senior management teams, board appointments and company names.

Timing and Approvals

Exelon is targeting to complete the separation in the first quarter of 2022, subject to final approval by the company’s Board of Directors, a Form 10 registration statement being declared effective by the Securities and Exchange Commission, regulatory approvals and satisfaction of other conditions. The transaction is subject to approval by the Federal Energy Regulatory Commission, the Nuclear Regulatory Commission and New York Public Service Commission. Exelon shareholder approval is not required. There can be no assurance that any separation transaction will ultimately occur or, if one does occur, of its terms or timing.

Strong Fourth Quarter 2020 Results

Exelon Corporation separately reported today strong fourth quarter 2020 results across its businesses, with more information available at exeloncorp.com.

About Exelon Corporation

Exelon Corporation (Nasdaq: EXC) is a Fortune 100 energy company with the largest number of electricity and natural gas customers in the U.S. Exelon does business in 48 states, the District of Columbia and Canada and had 2020 revenue of $33 billion Exelon serves approximately 10 million customers in Delaware, the District of Columbia, Illinois, Maryland, New Jersey and Pennsylvania through its Atlantic City Electric, BGE, ComEd, Delmarva Power, PECO and Pepco subsidiaries. Exelon is one of the largest competitive U.S. power generators, with more than 31,000 megawatts of nuclear, gas, wind, solar and hydroelectric generating capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets. The company’s Constellation business unit provides energy products and services to approximately 2 million residential, public sector and business customers, including three fourths of the Fortune 100. Follow Exelon on Twitter @Exelon.


Contacts

Paul Adams
Corporate Communications
410-470-4167
This email address is being protected from spambots. You need JavaScript enabled to view it.

Emily Duncan
Investor Relations
312-394-2345

HOUSTON--(BUSINESS WIRE)--NOV Inc. (NYSE: NOV) will hold a conference call to discuss its first quarter 2021 results on Wednesday, April 28, 2021 at 10 a.m. (Central Time). NOV will issue a press release with the Company’s results after the market closes for trading on Tuesday, April 27, 2021. The call will be webcast live on www.nov.com/investors.


About NOV

NOV (NYSE: NOV) delivers technology-driven solutions to empower the global energy industry. For more than 150 years, NOV has pioneered innovations that enable its customers to safely produce abundant energy while minimizing environmental impact. The energy industry depends on NOV’s deep expertise and technology to continually improve oilfield operations and assist in efforts to advance the energy transition towards a more sustainable future. NOV powers the industry that powers the world.

Visit www.nov.com for more information.


Contacts

Blake McCarthy
(713) 815-3535

Earnings Release Highlights


  • GAAP Net Income of $0.37 per share and Adjusted (non-GAAP) Operating Earnings of $0.76 per share in the fourth quarter of 2020
  • Exelon to separate its utility and competitive energy businesses, creating two industry-leading companies
  • Exelon introduces 2021 adjusted (non-GAAP) operating earnings guidance range of $2.60-$3.00 per share, reflecting growth in Utilities, offset by impacts of the February severe weather event, lower realized energy and capacity revenues at Generation
  • Exelon Utilities project capital expenditures of $27 billion over the next four years to benefit its customers, supporting 7.6% annual rate base growth
  • All four utilities ended the year with their best performance ever on customer satisfaction; ComEd and PHI had their best-on-record performances in SAIFI and all utilities ended the year in the top decile
  • BGE received the first multi-year plan order from the Maryland PSC approving BGE’s proposed plan for 2021-2023 to recover capital investments and keep customer rates flat for the first year
  • Generation’s nuclear fleet capacity factor of 95.4% was the company's second highest ever (owned and operated units)

CHICAGO--(BUSINESS WIRE)--Exelon Corporation (Nasdaq: EXC) today reported its financial results for the fourth quarter and full year 2020.

“Our financial and operational performance remained solid through year-end, with each of our utilities reporting top-quartile reliability and record customer satisfaction scores, our zero-carbon nuclear fleet achieving a near-record capacity factor and our relationships with retail customers remaining durable as we continue to be a leading provider of clean and sustainable energy solutions,” said Joseph Nigro, senior executive vice president and CFO of Exelon. “We also reached $400 million in cost savings – $150 million more than planned – and reported full-year adjusted earnings above the midpoint of our original guidance range at $3.22 per share. While we are proud of these results, looking ahead we must reckon with the impact of the devastating winter storms that overwhelmed the electric grid and disrupted millions of lives across Texas last week. Though our gas plants routinely plan and train for harsh weather, this was an unprecedented and sustained winter event that caused periodic outages and severe financial impacts. As a result of these and other conditions, we are setting our 2021 earnings guidance range at $2.60-$3.00 per share.”

Fourth Quarter 2020

Exelon's GAAP Net Income for the fourth quarter of 2020 decreased to $0.37 per share from $0.79 per share in the fourth quarter of 2019. Adjusted (non-GAAP) Operating Earnings decreased to $0.76 per share in the fourth quarter of 2020 from $0.83 per share in the fourth quarter of 2019. For the reconciliations of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings, refer to the tables beginning on page 8.

Adjusted (non-GAAP) Operating Earnings in the fourth quarter of 2020 primarily reflect:

  • Lower utility earnings due to lower allowed electric distribution ROE due to a decrease in treasury rates at ComEd; and unfavorable weather conditions at PECO; partially offset by regulatory rate increases at BGE and PHI; and
  • Lower Generation earnings due to lower realized energy prices; a reduction in load due to COVID-19; increased nuclear outage days; and the absence of research and development income tax benefits recognized in the fourth quarter of 2019; partially offset by higher capacity revenues; lower operating and maintenance expense; and unrealized gains resulting from equity investments that became publicly traded entities in the fourth quarter of 2020.

Full Year 2020

Exelon's GAAP Net Income for 2020 decreased to $2.01 per share from $3.01 per share in 2019. Exelon's Adjusted (non-GAAP) Operating Earnings for 2020 remained consistent with 2019 at $3.22 per share.

Adjusted (non-GAAP) Operating Earnings for the full year 2020 primarily reflect:

  • Lower utility earnings due to lower electric distribution earnings from lower allowed ROE due to a decrease in treasury rates, partially offset by higher rate base at ComEd; unfavorable weather conditions at PECO and PHI; higher storm costs related to the June and August 2020 storms at PECO, net of tax repairs, and August 2020 storm at PHI; and higher depreciation and amortization expense at PECO, BGE and PHI due primarily to ongoing capital expenditures; partially offset by regulatory rate increases at BGE and PHI; and an increase in tax repairs deduction at PECO; and
  • Higher Generation earnings due to lower nuclear fuel costs; lower operating and maintenance expense; and unrealized gains resulting from equity investments that became publicly traded entities in the fourth quarter of 2020; partially offset by a reduction in load due to COVID-19; lower realized energy prices; lower capacity revenues; and increased nuclear outage days.

Operating Company Results1

ComEd

ComEd's fourth quarter of 2020 GAAP Net Income and (non-GAAP) Operating Earnings decreased to $134 million from $144 million in the fourth quarter of 2019, primarily due to lower allowed electric distribution ROE due to a decrease in treasury rates. Due to revenue decoupling, ComEd's distribution earnings are not affected by actual weather or customer usage patterns.

PECO

PECO’s fourth quarter of 2020 GAAP Net Income increased to $130 million from $118 million in the fourth quarter of 2019. PECO’s Adjusted (non-GAAP) Operating Earnings for the fourth quarter of 2020 increased to $133 million from $119 million in the fourth quarter of 2019, primarily due to favorable volume and an increase in tax repairs deduction, partially offset by unfavorable weather conditions.

BGE

BGE’s fourth quarter of 2020 GAAP Net Income decreased to $77 million from $99 million in the fourth quarter of 2019. BGE’s Adjusted (non-GAAP) Operating Earnings for the fourth quarter of 2020 decreased to $79 million from $101 million in the fourth quarter of 2019, primarily due to increased charitable contributions as a result of a commitment in the fourth quarter of 2020 to a multi-year small business grants program and various other activity, partially offset by regulatory rate increases. Due to revenue decoupling, BGE's distribution earnings are not affected by actual weather or customer usage patterns.

PHI

PHI’s fourth quarter of 2020 GAAP Net Income increased to $78 million from $65 million in the fourth quarter of 2019. PHI’s Adjusted (non-GAAP) Operating Earnings for the fourth quarter of 2020 increased to $81 million from $68 million in the fourth quarter of 2019, primarily due to regulatory rate increases. Due to revenue decoupling, PHI's distribution earnings related to Pepco Maryland, DPL Maryland and Pepco District of Columbia are not affected by actual weather or customer usage patterns.

Generation

Generation's fourth quarter of 2020 GAAP Net Income decreased to $19 million from $397 million in the fourth quarter of 2019. Generation’s Adjusted (non-GAAP) Operating Earnings for the fourth quarter of 2020 decreased to $391 million from $427 million in the fourth quarter of 2019, primarily due to lower realized energy prices, a reduction in load due to COVID-19, increased nuclear outage days and the absence of research and development income tax benefits recognized in the fourth quarter of 2019, partially offset by higher capacity revenues, lower operating and maintenance expense and unrealized gains resulting from equity investments that became publicly traded entities in the fourth quarter of 2020.

The proportion of expected generation hedged for the Mid-Atlantic, Midwest, New York and ERCOT reportable segments as of Dec. 31, 2020, was 94.0% to 97.0% for 2021.

____________________

1Exelon’s five business units include ComEd, which consists of electricity transmission and distribution operations in northern Illinois; PECO, which consists of electricity transmission and distribution operations and retail natural gas distribution operations in southeastern Pennsylvania; BGE, which consists of electricity transmission and distribution operations and retail natural gas distribution operations in central Maryland; PHI, which consists of electricity transmission and distribution operations in the District of Columbia and portions of Maryland, Delaware, and New Jersey and retail natural gas distribution operations in northern Delaware; and Generation, which consists of owned and contracted electric generating facilities and wholesale and retail customer supply of electric and natural gas products and services, including renewable energy products and risk management services.

Initiates Annual Guidance for 2021

Exelon introduced a guidance range for 2021 Adjusted (non-GAAP) Operating Earnings of $2.60-$3.00 per share. The outlook for 2021 Adjusted (non-GAAP) Operating Earnings for Exelon and its subsidiaries excludes the following items:

  • Mark-to-market adjustments from economic hedging activities;
  • Unrealized gains and losses from NDT funds to the extent not offset by contractual accounting as described in the notes to the consolidated financial statements;
  • Certain costs related to plant retirements;
  • Certain costs incurred to achieve cost management program savings;
  • Direct costs related to the novel coronavirus (COVID-19) pandemic;
  • Certain acquisition-related costs;
  • Costs related to a multi-year Enterprise Resource Program (ERP) system implementation;
  • Other items not directly related to the ongoing operations of the business; and
  • Generation's noncontrolling interest related to exclusion items.

Recent Developments and Fourth Quarter Highlights

  • Planned Separation: Exelon announced on Feb. 24, 2021, that its Board of Directors approved a plan to separate its utilities business, comprised of the company’s six regulated electric and gas utilities, and Generation, its competitive power generation and customer-facing energy businesses, creating two publicly traded companies with the resources necessary to best serve customers and sustain long-term investment and operating excellence. The separation gives each company the financial and strategic independence to focus on its specific customer needs, while executing its core business strategy. Exelon is targeting to complete the separation in the first quarter of 2022, subject to final approval by Exelon’s Board of Directors, a Form 10 registration statement being declared effective by the SEC, regulatory approvals, and satisfaction of other conditions.
  • Impacts of February 2021 Weather Events and Texas-based Generating Assets Outages: Beginning on Feb. 15, 2021, Generation’s Texas-based generating assets within the Electric Reliability Council of Texas (ERCOT) market, specifically Colorado Bend II, Wolf Hollow II, and Handley, experienced periodic outages as a result of historically severe cold weather conditions. In addition, those weather conditions drove increased demand for service, limited the availability of natural gas to fuel power plants and dramatically increased wholesale power and gas prices.

    Exelon and Generation estimate the impact to their Net income for the first quarter of 2021 arising from these market and weather conditions to be approximately $560 million to $710 million. The estimated impact includes favorable results in certain regions within Generation’s wholesale gas business. The ultimate impact to Exelon’s and Generation’s consolidated financial statements may be affected by a number of factors, including final settlement data, the impacts of customer and counterparty credit losses, any state sponsored solutions to address the financial challenges caused by the event, and litigation and contract disputes which may result. Exelon expects to offset between $410 million and $490 million of this impact primarily at Generation through a combination of enhanced revenue opportunities, deferral of selected non-essential maintenance, and primarily one-time cost savings.

    Generation used a combination of commercial paper and letters of credit to manage collateral needs and has posted approximately $1.4 billion of collateral with ERCOT as of Feb. 22, 2021. Generation continues to believe it has sufficient cash on hand and available capacity on its revolver, which was $2.4 billion as of Feb. 22, 2021, to meet its liquidity requirements.
  • Dividend: On Feb. 21, 2021, Exelon’s Board of Directors declared a regular quarterly dividend of $0.3825 per share on Exelon’s common stock for the first quarter of 2021. The dividend is payable on Monday, March 15, 2021, to shareholders of record of Exelon as of 5 p.m. Eastern time on Monday, March 8, 2021. The Board of Directors of Exelon approved an updated dividend policy for 2021. The 2021 quarterly dividend will remain the same as the 2020 dividend of $0.3825 per share.
  • Agreement for Sale of Generation’s Solar Business: On Dec. 8, 2020, Generation entered into an agreement with an affiliate of Brookfield Renewable Partners L.P. (“Brookfield Renewable”), for the sale of a significant portion of Generation’s solar business, including 360 megawatts of generation in operation or under construction across more than 600 sites across the United States. Generation will retain certain solar assets not included in this agreement, primarily Antelope Valley. Under the terms of the transaction, the purchase price is $810 million, subject to certain working capital and other post-closing adjustments. The transaction is expected to result in an estimated pre-tax gain ranging from $75 million to $125 million. Completion of the transaction contemplated by the sale agreement is subject to the satisfaction of several closing conditions and is expected to occur in the first half of 2021.
  • ComEd Distribution Formula Rate: On Dec. 9, 2020, the Illinois Commerce Commission issued an order approving ComEd’s 2021 revenue requirement. The order resulted in a $14 million decrease to the revenue requirement, reflecting a $50 million increase for the initial year revenue requirement for 2021 and a $64 million decrease related to the annual reconciliation for 2019. The revenue requirement for 2021 and the annual reconciliation for 2019 provide for a weighted average debt and equity return on distribution rate base of 6.28%, inclusive of an allowed ROE of 8.38%. The rates were effective on Jan. 1, 2021.
  • BGE Maryland Electric and Natural Gas Rate Case: On Dec. 16, 2020, the Maryland Public Service Commission (MDPSC) approved BGE’s three-year cumulative multi-year plan for 2021 through 2023 to recover capital investments made in late 2019 and planned capital investments from 2020 to 2023. The MDPSC offset the awarded electric and natural gas revenue increases in 2021 with certain tax benefits so customers would see no change in rates. The MDPSC’s order approved an increase in BGE’s electric distribution rates of $39 million in 2022 and $42 million in 2023 reflecting an ROE of 9.5% and an increase in BGE’s annual natural gas distribution rates of $11 million in 2022 and $10 million in 2023 reflecting an ROE of 9.65%. These rates are effective on Jan. 1, 2021. The MDPSC has deferred a decision on whether to use the tax benefits to offset the revenue requirement increases in 2022 and 2023 and BGE cannot predict the outcome.
  • DPL Delaware Natural Gas Base Rate Case: On Jan. 6, 2021, the Delaware Public Service Commission approved an increase in DPL’s annual natural gas distribution rates of $2 million with an effective date of Sept. 21, 2020, and reflecting an ROE of 9.6%.
  • ACE New Jersey Electric Distribution Base Rate Case: On Dec. 9, 2020, ACE filed an application with the New Jersey Board of Public Utilities (NJBPU) to increase its annual electric distribution rates by $67 million (before New Jersey sales and use tax), reflecting a requested ROE of 10.3%. ACE currently expects a decision in the fourth quarter of 2021 but cannot predict if the NJBPU will approve the application as filed. ACE intends to put rates into effect on Sept. 8, 2021, subject to refund.
  • Nuclear Operations: Generation’s nuclear fleet, including its owned output from the Salem generating station and 100% of the CENG units, produced 44,230 gigawatt-hours (GWhs) in the fourth quarter of 2020, compared with 44,647 GWhs in the fourth quarter of 2019. Excluding Salem, the Exelon-operated nuclear plants at ownership achieved a 96.2% capacity factor for the fourth quarter of 2020, compared with 95.0% for the fourth quarter of 2019. Excluding Salem, the number of planned refueling outage days in the fourth quarter of 2020 totaled 57, compared with 64 in the fourth quarter of 2019. There were four non-refueling outage days in the fourth quarter of 2020, compared with eight in the fourth quarter of 2019.
  • Fossil and Renewables Operations: The Dispatch Match rate for Generation’s gas and hydro fleet was 98.8% in the fourth quarter of 2020, compared with 98.6% in the fourth quarter of 2019.

    Energy Capture for the wind and solar fleet was 94.2% in the fourth quarter of 2020, compared with 96.2% in the fourth quarter of 2019. The lower performance in the quarter was driven by delays in turbine maintenance at some wind sites.
  • Financing Activities:
    • On Dec. 18, 2020, ExGen Renewables IV (EGR IV), an indirect subsidiary of Generation, entered into a financing agreement for a $750 million nonrecourse senior secured term loan credit facility scheduled to mature on Dec. 15, 2027. The term loan bears interest at a variable rate equal to LIBOR plus 2.75%, subject to a 1.00% LIBOR floor. Generation used the proceeds to repay EGR IV's Nov. 2017 non-recourse senior secured term loan credit facility and to settle the related interest rate swap.

GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliations

Adjusted (non-GAAP) Operating Earnings for the fourth quarter of 2020 do not include the following items (after tax) that were included in reported GAAP Net Income:

(in millions)

Exelon
Earnings per
Diluted
Share

Exelon

ComEd

PECO

BGE

PHI

Generation

2020 GAAP Net Income (Loss)

$

0.37

 

$

360

 

$

134

$

130

$

77

$

78

$

19

 

Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $39 and $38, respectively)

0.12

 

116

 

115

 

Unrealized Gains Related to Nuclear Decommissioning Trust (NDT) Funds (net of taxes of $248)

(0.27

)

(264

)

(264

)

Plant Retirements and Divestitures (net of taxes of $127)

0.38

 

370

 

370

 

Cost Management Program (net of taxes of $3, $0, $1, and $2, respectively)

0.01

 

10

 

1

2

7

 

COVID-19 Direct Costs (net of taxes of $4, $1, $0, $0, and $3, respectively)

0.01

 

14

 

2

1

1

10

 

Asset Retirement Obligation (net of taxes of $15)

0.05

 

45

 

45

 

Acquisition Related Costs (net of taxes of $1)

 

2

 

2

 

ERP System Implementation Costs (net of taxes of $1, $0, and $1, respectively)

 

3

 

1

2

 

Income Tax-Related Adjustments (entire amount represents tax expense)

0.01

 

5

 

 

Noncontrolling Interests (net of taxes of $17)

0.09

 

85

 

85

 

2020 Adjusted (non-GAAP) Operating Earnings

$

0.76

 

$

746

 

$

134

$

133

$

79

$

81

$

391

 

Adjusted (non-GAAP) Operating Earnings for the fourth quarter of 2019 do not include the following items (after tax) that were included in reported GAAP Net Income:

(in millions)

Exelon
Earnings per
Diluted
Share

Exelon

ComEd

PECO

BGE

PHI

Generation

2019 GAAP Net Income

$

0.79

 

$

773

 

$

144

$

118

$

99

$

65

$

397

 

Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $35 and $32, respectively)

0.10

 

101

 

95

 

Unrealized Gains Related to NDT Funds (net of taxes of $102)

(0.12

)

(119

)

(119

)

Asset Impairments (net of taxes of $1)

 

4

 

4

 

Plant Retirements and Divestitures (net of taxes of $1)

 

3

 

3

 

Cost Management Program (net of taxes of $6, $0, $0, $1, and $4, respectively)

0.02

 

21

 

1

2

3

13

 

Change in Environmental Liabilities (net of taxes of $1)

 

4

 

4

 

Income Tax-Related Adjustments (entire amount represents tax expense)

(0.01

)

(8

)

(2

)

Noncontrolling Interests (net of taxes of $8)

0.03

 

33

 

33

 

2019 Adjusted (non-GAAP) Operating Earnings

$

0.83

 

$

810

 

$

144

$

119

$

101

$

68

$

427

 

Adjusted (non-GAAP) Operating Earnings for the full year 2020 do not include the following items (after tax) that were included in reported GAAP Net Income:

(in millions)

Exelon
Earnings per
Diluted
Share

Exelon

ComEd

PECO

BGE

PHI

Generation

2020 GAAP Net Income

$

2.01

 

$

1,963

 

$

438

$

447

$

349

$

495

 

$

589

 

Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $73 and $79, respectively)

(0.22

)

(213

)

 

(234

)

Unrealized Gains Related to NDT Funds (net of taxes of $278)

(0.26

)

(256

)

 

(256

)

Asset Impairments (net of taxes of $135, $4, and $130, respectively)

0.41

 

396

 

11

 

385

 

Plant Retirements and Divestitures (net of taxes of $244)

0.74

 

718

 

 

718

 

Cost Management Program (net of taxes of $14, $1, $1, $3, and $10, respectively)

0.05

 

45

 

4

4

8

 

31

 

Change in Environmental Liabilities (net of taxes of $6)

0.02

 

18

 

 

18

 

COVID-19 Direct Costs (net of taxes of $19, $4, $2, $2, and $11, respectively)

0.05

 

50

 

9

4

4

 

33

 

Deferred Prosecution Agreement Payments (net of taxes of $0)

0.20

 

200

 

200

 

 

Asset Retirement Obligation (net of taxes of $16, $1, and $15, respectively)

0.05

 

48

 

3

 

45

 

Acquisition Related Costs (net of taxes of $1)

 

4

 

 

4

 

ERP System Implementation Costs (net of taxes of $1, $0, and $1, respectively)

 

3

 

1

 

2

 

Income Tax-Related Adjustments (entire amount represents tax expense)

0.07

 

71

 

(1

)

(28

)

Noncontrolling Interests (net of taxes of $19)

0.11

 

103

 

 

103

 

2020 Adjusted (non-GAAP) Operating Earnings

$

3.22

 

$

3,149

 

$

648

$

460

$

358

$

509

 

$

1,410

 

Adjusted (non-GAAP) Operating Earnings for the full year 2019 do not include the following items (after tax) that were included in reported GAAP Net Income:

(in millions)

Exelon
Earnings per
Diluted
Share

Exelon

ComEd

PECO

BGE

PHI

Generation

2019 GAAP Net Income

$

3.01

 

$

2,936

 

$

688

$

528

$

360

$

477

$

1,125

 

Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $66 and $58, respectively)

0.20

 

197

 

175

 

Unrealized Gains Related to NDT Funds (net of taxes of $269)

(0.31

)

(299

)

(299

)

Asset Impairments (net of taxes of $56)

0.13

 

123

 

123

 

Plant Retirements and Divestitures (net of taxes of $9)

0.12

 

118

 

118

 

Cost Management Program (net of taxes of $17, $1, $1, $3, and $11, respectively)

0.05

 

51

 

3

4

7

35

 

Litigation Settlement Gain (net of taxes of $7)

(0.02

)

(19

)

(19

)

Asset Retirement Obligation (net of taxes of $9)

(0.09

)

(84

)

(84

)

Change in Environmental Liabilities (net of taxes of $8, $6, and $2, respectively)

0.02

 

20

 

16

4

 

Income Tax-Related Adjustments (entire amount represents tax expense)

0.01

 

5

 

2

6

 

Noncontrolling Interests (net of taxes of $26)

0.09

 

90

 

90

 

2019 Adjusted (non-GAAP) Operating Earnings

$

3.22

 

$

3,139

 

$

688

$

531

$

364

$

502

$

1,276

 

Note:
Amounts may not sum due to rounding.
Unless otherwise noted, the income tax impact of each reconciling item between GAAP Net Income and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates for each Registrant, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part. For all items except the unrealized gains and losses related to NDT funds, the marginal statutory income tax rates for 2020 and 2019 ranged from 26.0% to 29.0%. Under IRS regulations, NDT fund returns are taxed at different rates for investments if they are in qualified or non-qualified funds. The effective tax rates for the unrealized gains and losses related to NDT funds were 48.


Contacts

Paul Adams
Corporate Communications
410-245-8717

Emily Duncan
Investor Relations
312-394-2345


Read full story here

HOUSTON--(BUSINESS WIRE)--Flame Acquisition Corp. (the “Company”) announced today the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units are expected to be listed on The New York Stock Exchange (“NYSE”) and trade under the ticker symbol “FLME.U” beginning on February 25, 2021. Each unit issued in the offering consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. After the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on the NYSE under the symbols “FLME” and “FLME.WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

Cowen and Intrepid Partners are acting as joint book-running managers for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units at the initial public offering price to cover over-allotments, if any.

The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from Cowen, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, telephone at (833) 297-2926, email at This email address is being protected from spambots. You need JavaScript enabled to view it..

A registration statement relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and became effective on February 24, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering is expected to close on March 1, 2021, subject to customary closing conditions.

About Flame Acquisition Corp.

Flame Acquisition Corp., led by James C. Flores, is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the energy industry in North America.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering. No assurance can be given that the offering will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, risks and changes in circumstances, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement, as amended from time to time, and prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Any forward-looking statement in this press release speaks only as of the date of this press release. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by applicable securities laws.


Contacts

Investor Contact:
Caldwell Flores
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

DUBLIN--(BUSINESS WIRE)--The "Gas Meters Smart & Standard Ed 4 2021" report has been added to ResearchAndMarkets.com's offering.


Smart gas metering is gaining momentum, with the expansion of the Chinese natural gas market, European rollouts accelerating and the US continuing to convert to AMR and AMI metering. Nationwide stocks of diaphragm meters are being converted by replacements with smart meters, or with the addition of communication modules to the existing well-tested diaphragm and rotary meters. The report charts these developments over a ten-year time frame from 2015 and forecast to 2025.

Companies Mentioned

  • Apator
  • Diehl
  • DNV GL
  • Dongfa Group
  • Dresser
  • Elster
  • Emerson
  • Holley
  • Itron
  • Landis+Gyr
  • Sagemcom
  • Sensus

The market is split by residential, standard and AMR/AMI, PPM, communication modules, C&I and grid meters and analysed by country. Global gas meter demand is forecast in units and value, totals of all meters and smart meters, from the base year 2015 to 2025 in the countries with piped gas networks and over 600,000 gas customers.

Analysis of sales of gas meters for 43 countries, by meter type - Basic Residential, AMR/ AMI, Prepayment, Communications Modules, C&I - units, value, and average selling price, from 2019 to 2025. Tables of the global total, regional totals and countries. The major meter technologies are described with total market shares; diaphragm, rotary, turbine, orifice and ultrasonic, plus outline of Coriolis, vortex and MEMS meters.

The major customers for gas meters, the gas transmission and distribution utilities, are outlined in each of the 43 countries profiled, together with their structure.

The number of housing units, residential and commercial gas customers with piped gas are charted for each profiled country, from 1900 to 2020. At the city gate station, gas pressure is high, grid and bulk meters need to be robust and highly accurate. Commercial & Industrial (C&I) meters contributed only 1% of meter sales in units in 2019, but this important segment of high value meters was worth $1 billion.

Fundamental changes in the demand cycle for meters are taking place in the residential segment. Meter vendors need to understand the new trends to plan their footprint and to avoid mismatch, over-capacity and pressure on profits. Historically the demand for gas meters followed a stable long-term path, driven by the increase of gas penetration, first for city coal gas and then for natural gas. The country-wide deployments of smart meters now starting, involve replacing the entire stock of residential meters with 20-year lives, in a short period of perhaps 5 years. This has never happened before and it means that there will be peaks of replacement and troughs of low demand.

Gas metering cannot be fully understood in isolation. It is not all piped natural gas. Marketers need to understand the gas supply industry, how it has developed and where it will go in the future. The industry is described, from its start with local town gas to the international natural gas industry, today piped and LNG. There are still other pockets of gas; town gas, LPG both piped and in cylinders and local tanks of natural gas.

Key Topics Covered:

1. The Gas Metering Landscape in 2020

2. World Demand for Gas Meters from 2019 to 2025

  • Meter Demand
  • Gas Meter Technology Shares

3. Demand for Smart Gas Meters

4. Long-Term Demand Trend for Gas Meters

  • Demand

5. Gas Distribution System

  • Gas Pressure
  • The Gathering System
  • The Transmission System
  • Compressor Stations
  • Line Pack
  • Gate Stations
  • The Distribution Network
  • The Final Stage, Moving Natural Gas into the Home

6. Meter Types from 1843 to the Future

  • Positive Displacement of Gas Meters
  • Diaphragm Meters
  • Rotary Meters
  • Inferential Meters
  • Turbine Meters
  • Orifice Meters
  • Ultrasonic Flow Meters
  • Intelligent Micom Meters
  • Coriolis Meters
  • Vortex Meters
  • Mems (Micro-Electro-Mechanical System)
  • Smart/Advanced Meters
  • Communication Module
  • Turndown Ratio and Rangeability
  • Typical Turndown Ratio of Various Meter Types
  • Meter Sizes - G
  • Heating Value

7. The Gas Meter Market in Europe

8. The Gas Meter Market in the CIS

9. The Gas Meter Market in the Middle East

10. The Gas Meter Market in Africa

11. The Gas Meter Market in Asia-Pacific

12. The Gas Meter Market in North America

13. The Gas Meter Market in South America

14. The Gas Meter Market in Central America

15. Competitive Analysis, Company Profiles and Market Shares

16. NGV and Autogas Metering

17. The Origins of the Global Gas Industry

  • Electricity Versus Gas

18. Gas Sources, Types and Delivery

  • Gas Categories
  • Natural Gas
  • Manufactured Gas
  • Coke-Oven Gas
  • Liquefied Petroleum Gas (LPG)
  • Coal Gas
  • Biogas
  • Blast Furnace Gas
  • Gas Hydrates
  • Refinery Gas
  • Syngas - Sng
  • Pg Autogas
  • Gas Delivery and Storage
  • Piped Gas
  • Natural Gas Liquids, Liquefied Natural Gas (Lng)
  • Liquefied Petroleum Gas (Lpg)
  • Compressed Natural Gas (Cng)

19. Methodology

For more information about this report visit https://www.researchandmarkets.com/r/3kk28


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
This email address is being protected from spambots. You need JavaScript enabled to view it.
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DALLAS--(BUSINESS WIRE)--On February 24, 2021, 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, 2020. 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., headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HollyFrontier Corporation subsidiaries. The Partnership, through its subsidiaries and joint ventures, owns and/or operates petroleum product and crude pipelines, tankage and terminals in Texas, New Mexico, Washington, Idaho, Oklahoma, Utah, Nevada, Wyoming and Kansas as well as refinery processing units in Utah and Kansas.


Contacts

Holly Energy Partners, L.P.
Craig Biery, 214-954-6511
Vice President, Investor Relations
or
Trey Schonter, 214-954-6510
Investor Relations

 

TROY, Mich.--(BUSINESS WIRE)--Electric Last Mile, Inc. (“ELMS”) today announced that it has entered into strategic partnerships with Jing-Jin Electric North America, LLC (“JJE”), a global leader in electrified propulsion technologies, and Contemporary Amperex Technology Co. Limited (“CATL”), a global leader in lithium-ion battery development and manufacturing, for the electric powertrain system in the ELMS Urban Delivery vehicle. The Urban Delivery, ELMS’ launch vehicle, is anticipated to be the first commercial electric vehicle (“EV”) in the class 1 segment in the U.S.

JJE will serve as ELMS’ partner for the source of electric motors and will provide related development and engineering support. CATL has separately agreed to supply its battery cells for the ELMS battery pack, leveraging CATL’s novel lithium-iron phosphate (“LFP”) battery chemistry, which enables high safety and reliability, long cycle life, cost savings and manufacturing simplicity.

In alignment with ELMS’ commitment to U.S. manufacturing, JJE also plans to localize production in the U.S. North American manufacturing will further enhance collaborative product development as well as just-in-time production, supply chain efficiency and quality metrics.

We’re thrilled to partner with both JJE and CATL, two leading innovators in the field of electric propulsion systems,” said ELMS Chief Technology Officer, Kev Adjemian. “Pairing ELMS’ vehicle integration engineering expertise with JJE and CATL’s technologies will help us to ensure that our last mile fleet customers are provided with leading and reliable electric powertrain technologies to power their businesses.”

ELMS expects to begin production of the Urban Delivery in the second half of 2021. The Urban Delivery is anticipated to be the first Class 1 commercial EV in the U.S. based on the current competitive landscape and is also expected to offer fleet customers a lower total cost of ownership compared to competing internal combustion engine models.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forum Merger III Corporation’s (“Forum”) and ELMS’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Forum’s and ELMS’s expectations with respect to future performance and anticipated financial impacts of the previously announced business combination of Forum and ELMS (the “business combination”), the satisfaction of the closing conditions to the business combination, the size, demands and growth potential of the markets for ELMS’s products and ELMS’s ability to serve those markets, ELMS’s ability to develop innovative products and compete with other companies engaged in the commercial delivery vehicle industry and/or the electric vehicle industry, ELMS’s ability to attract and retain customers, the estimated go to market timing and cost for ELMS’s products, the implied valuation of ELMS and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Forum’s and ELMS’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement and plan of merger (“Merger Agreement”) relating to the business combination or could otherwise cause the business combination to fail to close; (2) the inability of ELMS to (x) execute the transaction agreements for the Carveout Transaction (as defined below) that are in form and substance acceptable to Forum (at Forum’s sole discretion), (y) acquire a leasehold interest or fee simple title to the Indiana manufacturing facility or (z) secure key intellectual property rights related to its proposed business; (3) the outcome of any legal proceedings that may be instituted against Forum or ELMS following the announcement of the business combination; (4) the inability to complete the business combination, including due to failure to obtain approval of the stockholders of Forum or other conditions to closing in the Merger Agreement; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the business combination; (6) the inability to obtain the listing of the common stock of the post-acquisition company on the Nasdaq Stock Market or any alternative national securities exchange following the business combination; (7) the risk that the announcement and consummation of the business combination disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that ELMS may be adversely affected by other economic, business, and/or competitive factors; (12) the impact of COVID-19 on the combined company’s business; and (13) other risks and uncertainties indicated from time to time in the proxy statement filed relating to the business combination, including those under the “Risk Factors” section therein, and in Forum’s other filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that Forum and ELMS consider immaterial or which are unknown. Forum and ELMS caution that the foregoing list of factors is not exclusive. Forum and ELMS caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. ELMS is currently engaged in limited operations only and its ability to carry out its business plans and strategies in the future are contingent upon the closing of the proposed business combination. The consummation of the business combination is subject to, among other conditions, (i) the execution and effectiveness of transaction agreements by ELMS with SF Motors, Inc. (d/b/a SERES) (“SERES”), including as contemplated by the term sheet entered into by ELMS and SERES, that are each in form and substance acceptable to Forum (at Forum’s sole discretion), (ii) the acquisition by ELMS of a leasehold interest or fee simple title to the Indiana manufacturing facility prior to the business combination, and (iii) the securing by ELMS of key intellectual property rights related to its proposed business (collectively, the “Carveout Transaction”). All statements herein regarding ELMS’s anticipated business assume the completion of the Carveout Transaction. Forum and ELMS do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

Additional Information and Where to Find It

In connection with the proposed business combination with ELMS, Forum filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”) and intends to file a definitive proxy statement with the SEC. Forum’s stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, when available, the definitive proxy statement, in connection with Forum’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed business combination, because these documents contain important information about Forum, ELMS and the proposed business combination. When available, the definitive proxy statement for the proposed business combination will be mailed to stockholders of Forum as of a record date to be established for voting on the proposed business combination. Forum’s stockholders may also obtain a copy of the preliminary proxy statement and the definitive proxy statement, once available, as well as other documents filed with the SEC by Forum, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Forum Merger III Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Forum and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the business combination. Information about the directors and executive officers of Forum and a description of their interests in Forum are set forth in the preliminary proxy statement, which was filed on February 16, 2021, with the SEC, and definitive proxy statement, when it is filed with the SEC, in connection with the proposed business combination. These documents can be obtained free of charge from the sources indicated above.

ELMS and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Forum in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination are set forth in the preliminary proxy statement, which was filed on February 16, 2021, with the SEC, and definitive proxy statement, when it is filed with the SEC, in connection with the proposed business combination. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Electric Last Mile, Inc.

ELMS is focused on redefining the last mile with efficient, customizable and sustainable solutions. ELMS’ first vehicle, the Urban Delivery, is anticipated to be the first Class 1 electric vehicle in the U.S. market. The company is headquartered in Troy, Michigan. For more information, please visit www.electriclastmile.com.


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