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DALLAS--(BUSINESS WIRE)--Pioneer Natural Resources Company (NYSE:PXD) today announced that President and Chief Operating Officer Rich Dealy, will present at Raymond James Institutional Investors Virtual Conference on Wednesday, March 3, at 4:40 p.m. ET.

Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States. For more information, visit Pioneer’s website at www.pxd.com.


Contacts

Investors-
Neal Shah – 972-969-3900
Tom Fitter – 972-969-1821
Michael McNamara – 972-969-3592
Greg Wright – 972-969-1770

Media and Public Affairs-
Tadd Owens – 972-969-5760

DALLAS--(BUSINESS WIRE)--Texas Pacific Land Corporation (NYSE: TPL) (the “Company” or "TPL") today announced its financial and operating results for the fourth quarter and full year of 2020.

Conversion of the Trust

As previously announced, on January 11, 2021, we completed our reorganization from a business trust, Texas Pacific Land Trust, into Texas Pacific Land Corporation (the “Corporate Reorganization”), a corporation formed and existing under the laws of the State of Delaware. Any references herein to the Company, TPL, our, we or us with respect to periods prior to January 11, 2021 will be in reference to Texas Pacific Land Trust, and references to periods on that date and thereafter will be in reference to Texas Pacific Land Corporation. Any reference to Sub-share Certificates or Sub-shares are to the Sub-share Certificates of Proprietary Interest of Texas Pacific Land Trust.

Quarterly Dividend Declared

The board of directors (the "Board") has determined to pay dividends quarterly going forward in March, June, September and December of each year, subject to the discretion of the Board. On February 17, 2021, the Board declared a quarterly cash dividend of $2.75 per share payable on March 15, 2021 to stockholders of record at the close of business on March 8, 2021.

Share Repurchases

The Board has also decided that the Company will begin the repurchase of the Company's common stock consistent with TPL's long history of repurchasing Sub-shares. The timing and amount of share repurchases is subject to the discretion of the Board.

Fourth Quarter 2020 Highlights:

  • Net income of $44.8 million, or $5.77 per Sub-share Certificate ("Sub-share")
  • Revenues of $74.3 million
  • EBITDA of $59.0 million (1)
  • Cash flows of $45.6 million from operating activities
  • Special cash dividend of $10.00 per Sub-share on December 17, 2020, the Company's second special cash dividend in 2020

Full Year 2020 Highlights:

  • Net income of $176.0 million, or $22.70 per Sub-share
  • Revenues of $302.6 million, the second largest year in our history
  • EBITDA of $234.1 million (1)
  • Cash flows of $207.0 million from operating activities
  • Total dividends of $26.00 per Sub-share, consisting of a regular cash dividend of $10.00 per Sub-share in March 2020, a special cash dividend of $6.00 per Sub-share in March 2020 and a special cash dividend of $10.00 per Sub-share in December 2020.

(1) Reconciliations of Non-GAAP measures are provided in the tables below.

Despite the challenges presented during 2020, particularly with respect to the oil and gas industry, we continued to generate positive operating results and reported our second largest revenue year in the Company's history,” said Tyler Glover, President and Chief Executive Officer of the Company. “With the completion of our Corporate Reorganization in January 2021, we are eager to begin the next chapter of history as a corporation and anticipate the benefits our new structure affords us.”

Financial Results for the Fourth Quarter of 2020:

The Company reported net income of $44.8 million for the fourth quarter ended December 31, 2020, a decrease of 35.2% compared to net income of $69.1 million for the fourth quarter ended December 31, 2019. Net income for the fourth quarter of 2020 was impacted by decreased revenues, largely driven by a $20.5 million decrease in land sales and a $12.5 million decrease in water sales and royalties. The decrease in revenue was partially offset by a $6.1 million decrease in operating expenses over the same time period.

Revenues across all revenue streams were lower for the fourth quarter of 2020 compared to the same period of 2019. Land sales for the fourth quarter of 2019 included a $22.0 million land exchange. There were no significant land transactions during the fourth quarter of 2020. Our revenues from land sales are subject to substantial fluctuation and vary from year to year. The decrease in water sales for the fourth quarter of 2020 compared to 2019 is principally due to a 22.8% decrease in the average sales price per barrel of water over the same time period. Additionally, the fourth quarter of 2020 was impacted by an approximately $7.0 million deferral of water sales revenue related to take or pay contracts.

Operating expenses decreased approximately $6.1 million during the fourth quarter of 2020 compared to the same period of 2019. The decreases were principally related to a $4.9 million decrease in incentive compensation expense, a $2.4 million decrease in water service-related expenses resulting from cost savings measures implemented during 2020 and a $1.8 million reduction in contract labor expense. These decreases were partially offset by a $2.6 million increase in legal and professional fees, primarily resulting from our Corporate Reorganization.

Financial Results for the Year Ended December 31, 2020:

The Company reported net income of $176.0 million for the year ended December 31, 2020, a decrease of 44.8% compared to net income of $318.7 million for the year ended December 31, 2019, which included a $100 million land sale. Net income for the year ended December 31, 2020 was principally impacted by decreased land sales and decreased water sales and royalties. Excluding the impact of the 2019 land sale (net of income tax), net income for the year ended December 31, 2019 was $239.7 million.

Revenues for the year ended December 31, 2020 were $302.6 million compared to $490.5 million for the comparable period of 2019. All revenue streams for the year ended December 31, 2020 were lower than for the same period of 2019. Revenues were negatively impacted by the economic impacts related to the COVID-19 pandemic and the declines in demand and crude oil prices that occurred during 2020. Many of our revenue streams are impacted by the capital decisions made by companies that operate in the areas where we own land. The most significant impact on our revenues related to decreased land sales for the year ended December 31, 2020 compared to 2019. Revenues for 2019 included a $100 million land sale. We had no comparable land sales in 2020. Water sales decreased $23.7 million for the year ended December 31, 2020 compared to 2019, principally due to an 18.7% decrease in the average sales price per barrel of water, a 6.8% decrease in the number of barrels sold and a $7.0 million deferral of water sales revenue during the fourth quarter related to take or pay contracts. Additionally, water royalties decreased $6.4 million over the same time period.

Operating expenses for the year ended December 31, 2020 were approximately $5.6 million lower than the same period of 2019. The decrease is principally the result of a decrease of $6.6 million of water-related expenses resulting from cost savings measures implemented during 2020 and decreased legal and professional fees.

COVID-19 Pandemic and Market Conditions Update

The increased supply of oil and gas by member nations of OPEC+ and the uncertainty caused by the global spread of COVID 19 led to declines in crude oil prices and a reduction in global demand for oil and gas in 2020. The full impact of these events, which resulted in production curtailments and/or conservation of capital by the owners and operators of the oil and gas wells to which the Company’s royalty interests relate, is unknown at this time. These events have negatively affected the Company’s business and results of operations for the year ended December 31, 2020.

During these uncertain times, we have continued to generate positive operating results and remain focused on meeting the operational needs of our customers while maintaining a safe and healthy work environment for our employees. Our existing information technology infrastructure has afforded us the opportunity to allow our corporate employees to work remotely. We have deployed additional safety and sanitization measures, including quarantine facilities for our field employees, if needed.

In an effort to decrease ongoing operational costs, we have implemented certain cost reduction measures which include, but are not limited to, a reduction in contract labor, conversion of portions of our water sourcing infrastructure to electric power and negotiated price reductions and discounts with certain vendors. We continue to monitor our customer base and outstanding accounts receivable balances as a means of minimizing any potential collection issues. As a royalty owner, we have no capital expenditure or operating expense burden for development of wells. Furthermore, our water operations currently have limited capital expenditure requirements, the amount and timing of which are entirely within our control.

About Texas Pacific Land Corporation

Texas Pacific Land Corporation is one of the largest landowners in the State of Texas with approximately 880,000 acres of land in West Texas. The Company is not an oil and gas producer, but its surface and royalty ownership allow revenue generation through the entire value chain of oil and gas development, including through fixed fee payments for use of our land, revenue for sales of materials (caliche) used in the construction of infrastructure, providing sourced water and treated produced water, revenue from our oil and gas royalty interests, and revenues related to saltwater disposal on our land. The Company also generates revenue from pipeline, power line and utility easements, commercial leases, material sales and seismic and temporary permits related to a variety of land uses including midstream infrastructure projects and hydrocarbon processing facilities.

Visit TPL at www.texaspacific.com.

Cautionary Statement Regarding Forward-Looking Statements

This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on TPL’s beliefs, as well as assumptions made by, and information currently available to, TPL, and therefore involve risks and uncertainties that are difficult to predict. Generally, future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” and the words “believe,” “anticipate,” “continue,” “intend,” “expect” and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the Corporate Reorganization and other references to strategies, plans, objectives, expectations, intentions, assumptions, future operations and prospects and other statements that are not historical facts. You should not place undue reliance on forward-looking statements. Although TPL believes that plans, intentions and expectations, including those regarding the Corporate Reorganization, reflected in or suggested by any forward-looking statements made herein are reasonable, TPL may be unable to achieve such plans, intentions or expectations and actual results, and performance or achievements may vary materially and adversely from those envisaged in this news release due to a number of factors including, but not limited to: an inability to achieve some or all of the expected benefits of the Corporate Reorganization and distribution; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Corporate Reorganization; the potential impacts of COVID-19 on the global and U.S. economies as well as on TPL’s financial condition and business operations; the initiation or outcome of potential litigation; and any changes in general economic and/or industry specific conditions. These risks, as well as other risks associated with TPL and the Corporate Reorganization are also more fully discussed in a Current Report on Form 8-K filed by TPL with the SEC on December 31, 2020, which includes an information statement describing the Corporate Reorganization and the distribution in more detail. You can access TPL’s filings with the SEC through the SEC website at www.sec.gov and TPL strongly encourages you to do so. Except as required by applicable law, TPL undertakes no obligation to update any forward-looking statements or other statements herein for revisions or changes after this communication is made.

REPORT OF OPERATIONS

(in thousands, except share and per share amounts) (unaudited)

 

 

 

Three Months Ended
December 31,

 

Years Ended
December 31,

 

 

2020

 

2019

 

2020

 

2019

Revenues:

 

 

 

 

 

 

 

 

Oil and gas royalties

 

$

43,317

 

 

$

43,616

 

 

$

137,948

 

 

$

154,729

 

Easements and other surface-related income

 

22,068

 

 

27,727

 

 

92,038

 

 

115,362

 

Water sales and royalties

 

7,337

 

 

19,882

 

 

54,862

 

 

84,949

 

Land sales

 

1,528

 

 

22,000

 

 

17,383

 

 

135,020

 

Other operating revenue

 

54

 

 

107

 

 

323

 

 

436

 

Total revenues

 

74,304

 

 

113,332

 

 

302,554

 

 

490,496

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

Salaries and related employee expenses

 

4,938

 

 

12,299

 

 

32,173

 

 

35,041

 

Water service-related expenses

 

3,028

 

 

5,385

 

 

14,233

 

 

20,808

 

General and administrative expenses

 

2,461

 

 

2,663

 

 

9,751

 

 

9,540

 

Legal and professional fees

 

3,823

 

 

1,205

 

 

10,778

 

 

16,403

 

Land sales expenses

 

1,200

 

 

 

 

3,973

 

 

225

 

Depreciation, depletion and amortization

 

3,622

 

 

3,620

 

 

14,395

 

 

8,906

 

Total operating expenses

 

19,072

 

 

25,172

 

 

85,303

 

 

90,923

 

 

 

 

 

 

 

 

 

 

Operating income

 

55,232

 

 

88,160

 

 

217,251

 

 

399,573

 

 

 

 

 

 

 

 

 

 

Other income, net

 

105

 

 

911

 

 

2,411

 

 

2,682

 

Income before income taxes

 

55,337

 

 

89,071

 

 

219,662

 

 

402,255

 

Income tax expense (benefit):

 

 

 

 

 

 

 

 

Current

 

12,849

 

 

14,007

 

 

46,002

 

 

57,492

 

Deferred

 

(2,303)

 

 

5,942

 

 

(2,389)

 

 

26,035

 

Total income tax expense

 

10,546

 

 

19,949

 

 

43,613

 

 

83,527

 

Net income

 

$

44,791

 

 

$

69,122

 

 

$

176,049

 

 

$

318,728

 

 

 

 

 

 

 

 

 

 

Net income per Sub-share Certificate - basic and diluted

 

$

5.77

 

 

$

8.91

 

 

$

22.70

 

 

$

41.09

 

 

 

 

 

 

 

 

 

 

Weighted average number of Sub-share Certificates outstanding

 

7,756,156

 

 

7,756,156

 

 

7,756,156

 

 

7,756,437

 

SEGMENT OPERATING RESULTS

(in thousands) (unaudited)

 

 

 

Three Months Ended
December 31,

 

 

2020

 

2019

Revenues:

 

 

 

 

 

 

 

 

Land and resource management:

 

 

 

 

 

 

 

 

Oil and gas royalties

 

$

43,317

 

 

58

%

 

$

43,616

 

 

38

%

Easements and other surface-related income

 

8,092

 

 

11

%

 

13,382

 

 

12

%

Land sales and other operating revenue

 

1,582

 

 

2

%

 

22,107

 

 

19

%

 

 

52,991

 

 

71

%

 

79,105

 

 

69

%

Water services and operations:

 

 

 

 

 

 

 

 

Water sales and royalties

 

7,337

 

 

10

%

 

19,882

 

 

18

%

Easements and other surface-related income

 

13,976

 

 

19

%

 

14,345

 

 

13

%

 

 

21,313

 

 

29

%

 

34,227

 

 

31

%

Total consolidated revenues

 

$

74,304

 

 

100

%

 

$

113,332

 

 

100

%

 

 

 

 

 

 

 

 

 

Net income:

 

 

 

 

 

 

 

 

Land and resource management

 

$

35,780

 

 

80

%

 

$

54,144

 

 

78

%

Water services and operations

 

9,011

 

 

20

%

 

14,978

 

 

22

%

Total consolidated net income

 

$

44,791

 

 

100

%

 

$

69,122

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

Years Ended
December 31,

 

 

2020

 

2019

Revenues:

 

 

 

 

 

 

 

 

Land and resource management:

 

 

 

 

 

 

 

 

Oil and gas royalties

 

$

137,948

 

 

46

%

 

$

154,729

 

 

31

%

Easements and other surface-related income

 

39,478

 

 

13

%

 

73,143

 

 

15

%

Land sales and other operating revenue

 

17,706

 

 

6

%

 

135,456

 

 

28

%

 

 

195,132

 

 

65

%

 

363,328

 

 

74

%

Water services and operations:

 

 

 

 

 

 

 

 

Water sales and royalties

 

54,862

 

 

18

%

 

84,949

 

 

17

%

Easements and other surface-related income

 

52,560

 

 

17

%

 

42,219

 

 

9

%

 

 

107,422

 

 

35

%

 

127,168

 

 

26

%

Total consolidated revenues

 

$

302,554

 

 

100

%

 

$

490,496

 

 

100

%

 

 

 

 

 

 

 

 

 

Net income:

 

 

 

 

 

 

 

 

Land and resource management

 

$

127,977

 

 

73

%

 

$

258,366

 

 

81

%

Water services and operations

 

48,072

 

 

27

%

 

60,362

 

 

19

%

Total consolidated net income

 

$

176,049

 

 

100

%

 

$

318,728

 

 

100

%

 

 

 

 

 

 

 

 

 

NON-GAAP PERFORMANCE MEASURES AND DEFINITIONS

In addition to amounts presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we also present certain supplemental non-GAAP measurements. These measurements are not to be considered more relevant or accurate than the measurements presented in accordance with GAAP. In compliance with requirements of the Securities and Exchange Commission (“SEC”), our non-GAAP measurements are reconciled to net income, the most directly comparable GAAP performance measure. For all non-GAAP measurements, neither the SEC nor any other regulatory body has passed judgment on these non-GAAP measurements.

EBITDA

EBITDA is a non-GAAP financial measurement of earnings before interest, taxes, depreciation, depletion and amortization. Its purpose is to highlight earnings without finance, taxes, and depreciation, depletion and amortization expense, and its use is limited to specialized analysis. We have presented EBITDA because we believe that it is a useful supplement to net income as an indicator of operating performance.

The following table presents a reconciliation of net income to EBITDA for the three months and years ended December 31, 2020 and 2019 (in thousands):

 

 

Three Months Ended
December 31,

 

Years Ended
December 31,

 

 

2020

 

2019

 

2020

 

2019

Net income

 

$

44,791

 

 

$

69,122

 

 

$

176,049

 

 

$

318,728

 

Add:

 

 

 

 

 

 

 

 

Income tax expense

 

10,546

 

 

19,949

 

 

43,613

 

 

83,527

 

Depreciation, depletion and amortization

 

3,622

 

 

3,620

 

 

14,395

 

 

8,906

 

EBITDA

 

$

58,959

 

 

$

92,691

 

 

$

234,057

 

 

$

411,161

 

 

 

 

 

 

 

 

 

 

 


Contacts

Chris Steddum
Vice President, Finance and Investor Relations
(214) 969-5530

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

ST. JOHN’S, Newfoundland and Labrador--(BUSINESS WIRE)--$ARR.TO--Altius Renewable Royalties Corp. (TSX: ARR) (“ARR” or the “Company”) announced today that it has obtained a receipt for its final base PREP prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada and has entered into an underwriting agreement in respect of its initial public offering of 9,100,000 Common Shares (“Shares”) of the Company at a price of C$11.00 per share (the “Offering Price”) for aggregate gross proceeds of C$100,100,000 (the “Offering”). The Offering is expected to close on March 3, 2021.


The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of ARR’s Shares pursuant to the TSX Sandbox requirements and otherwise subject to a $75 million minimum offering as well as other customary listing requirements. The Shares are expected to begin trading on the TSX on an "if, as and when issued basis" on February 26, 2021 under the symbol “ARR”.

The Offering is being made through a syndicate of underwriters led by TD Securities Inc. and Scotia Capital Inc., together with a syndicate comprised of Raymond James Ltd., Cormark Securities Inc., Canaccord Genuity Corp., Laurentian Bank Securities Inc., National Bank Financial and Haywood Securities Inc. (collectively, the "Underwriters").

The Company has also granted to the Underwriters an over-allotment option to purchase up to an additional 1,365,000 Shares at the Offering Price resulting in total gross proceeds to the Company of C$115,115,000 if the option is exercised in full. The over-allotment option can be exercised for a period of 30 days from the closing date of the Offering.

Following the completion of the Offering, Altius Minerals Corporation (TSX: ALS) is expected to hold 15,638,639 common shares of the Company or approximately 61% of the issued and outstanding shares of the Company (or approximately 58% of the issued and outstanding shares of the Company if the Over-Allotment Option is exercised in full).

A copy of ARR’s supplemented PREP prospectus will be available on SEDAR at www.sedar.com on February 25, 2021.

About ARR

ARR is a recently formed renewable energy company whose business is to provide long-term, royalty level investment capital to renewable power developers, operators, and originators. The Company combines industry expertise with innovative, partner-focused solutions to further the growth of the renewable energy sector as it fulfills its critical role in enabling the global energy transition.

Forward-looking information

This press release contains “forward-looking information” within the meaning of applicable securities laws, including statements with regard to the closing of the Offering. Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, those described under “Risk Factors” in ARR’s final base PREP prospectus. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release, and the Company does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

No securities regulatory authority has either approved or disapproved the contents of this press release. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities law and may not be offered or sold in the United States except in compliance with the registration requirements of the said Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.


Contacts

Flora Wood
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: 1.877.576.2209
Direct: +1(416)346.9020

Ben Lewis
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: 1.877.576.2209

TULSA, Okla.--(BUSINESS WIRE)--Williams (NYSE: WMB) announced today that it has priced a public offering of $900 million of its 2.600% Senior Notes due 2031 at a price of 99.631 percent of par. The expected settlement date for the offering is March 2, 2021, subject to customary closing conditions.


Williams intends to use the net proceeds of the offering to repay its $500 million of 4.00% Senior Notes due 2021 and its $371 million of 7.875% Senior Notes due 2021 and for general corporate purposes.

RBC Capital Markets, LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and TD Securities (USA) LLC are acting as joint book-running managers for the offering.

This news release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

An automatic shelf registration statement relating to the notes was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective upon filing. Before you invest, you should read the prospectus in the registration statement and other documents Williams has filed with the SEC for more complete information about Williams and the offering. A copy of the prospectus supplement and prospectus relating to the offering may be obtained on the SEC website at www.sec.gov or from any of the underwriters by contacting:

RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, NY 10281
Attention: DCM Transaction Management
Telephone: 1-866-375-6829

Mizuho Securities USA LLC
1271 Avenue of the Americas, 3rd Floor
New York, NY 10020
Attention: Debt Capital Markets Desk
Telephone: 1-866-271-7403

MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, NY 10020
Attention: Capital Markets Group
Telephone: 1-877-649-6848

TD Securities (USA) LLC
1 Vanderbilt Avenue, 12th Floor
New York, NY 10017
Attention: Transaction Management Group
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.
Telephone: 1-855-495-9846

About Williams
Williams (NYSE: WMB) is committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Headquartered in Tulsa, Oklahoma, Williams is an industry-leading, investment grade C-Corp with operations across the natural gas value chain including gathering, processing, interstate transportation and storage of natural gas and natural gas liquids. With major positions in top U.S. supply basins, Williams connects the best supplies with the growing demand for clean energy. Williams owns and operates more than 30,000 miles of pipelines system wide – including Transco, the nation’s largest volume and fastest growing pipeline – and handles approximately 30 percent of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use.

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Williams believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Williams’ annual and quarterly reports filed with the SEC.


Contacts

MEDIA:
This email address is being protected from spambots. You need JavaScript enabled to view it.
(800) 945-8723

INVESTOR CONTACT:
Danilo Juvane
(918) 573-5075

LOS ANGELES--(BUSINESS WIRE)--Motorcar Parts of America, Inc. (Nasdaq: MPAA) today announced its wholly owned subsidiary D&V Electronics USA has received notification that its high-power direct current emulator is being utilized in the development program of an extreme fast EV charger spearheaded by Delta Electronics’ automotive division and sponsored by the U.S. Department of Energy.

The charger is expected to have up to 400kW capacity to provide an approximately 180-mile range for electric vehicles with less than ten minutes of charging time.

The bi-directional battery emulator plays a key role in the development of this extreme charging system by allowing engineers to test multiple input voltages and varying loads along with simulating vehicle-to-grid scenarios.

The emulator is located at NextEnergy in Detroit, Michigan -- the site of the microgrid retrofitted for testing and analysis of the fast charger by Delta’s engineering team.

“This project highlights the critical role of diagnostic and testing equipment in the development of innovative electric vehicle technology, components, and systems, and the high regard of D&V Electronics in the industry. We look forward to continued opportunities to participate in the electric vehicle industry, while also offering innovative products and solutions to the aftermarket industry,” said Selwyn Joffe, chairman, president and chief executive officer of Motorcar Parts of America.

“Fast charging is critical to expediting adoption rates for EVs,” said Dr. Charles Zhu, Delta’s VP of Automotive Vertical and the principal investigator in the Department of Energy program. “We are excited to utilize the battery emulator to test all 400kW charging conditions with 200V-1000V charging voltage ranges that encompass all EVs currently in the market.”

The program is also being supported by Delta’s Power Electronics Laboratory, based in North Carolina’s Research Triangle Park, as well as partners that include General Motors LLC, DTE Energy, CPES Virginia Tech, NextEnergy, the Michigan Agency for Energy Office and the City of Detroit’s Office of Sustainability.

ABOUT D&V ELECTRONICS

Founded in 1997 and acquired by Motorcar Parts of America in 2017, the electrical vehicle subsidiary, with customers in more than 90 countries, designs and manufactures testing solutions for performance, endurance, and production of multiple components in the electric power train – providing simulation, emulation, and production applications for the electrification of both automotive and aerospace industries, including electric vehicle charging systems. Additional information is available at www.dvelectronics.com.

ABOUT MOTORCAR PARTS OF AMERICA

Motorcar Parts of America, Inc. is a remanufacturer, manufacturer, and distributor of automotive aftermarket parts -- including alternators, starters, wheel bearings and hub assemblies, brake calipers, brake master cylinders, brake power boosters, turbochargers, and diagnostic testing equipment utilized in imported and domestic passenger vehicles, light trucks, and heavy-duty applications. Its products are sold to automotive retail outlets and the professional repair market throughout the United States, Canada, and Mexico, with facilities located in California, New York, Mexico, Malaysia, China and India, and administrative offices located in California, Tennessee, Mexico, Singapore, Malaysia, and Canada. Additional information is available at www.motorcarparts.com.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The statements contained in this press release that are not historical facts are forward-looking statements based on the company’s current expectations and beliefs concerning future developments and their potential effects on the company. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the company) and are subject to change based upon various factors. Reference is also made to the Risk Factors set forth in the company’s Form 10-K Annual Report filed with the Securities and Exchange Commission (SEC) in June 2020 and in its Forms 10-Q filed with the SEC for additional risks and uncertainties facing the company. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.


Contacts

Gary S. Maier
(310) 471-1288

Diverse supply chain spending up 100 percent in five years

CHICAGO--(BUSINESS WIRE)--Charter members of the Illinois Utilities Business Diversity Council (IUBDC) spent a combined total of $1.8 billion on goods and services provided by minority-owned, women-owned, and veteran-owned businesses in 2019, a 100 percent increase since the coalition was formed in 2015.


“Diverse suppliers are playing a major role in the efforts of Illinois utilities to modernize energy infrastructure and support the transition to clean energy, drive continuous improvement and meet the evolving needs of customers,” said Joe Dominguez, CEO of ComEd and 2021 Chairman of the IUBDC Board of Directors. “Investing in a diverse supply chain also helps us lift up communities in need, which is more important than ever. Many of the equity issues that we face today can be traced back to the lack of jobs and economic opportunities and that’s an area where Illinois utilities are committed to making a positive impact.”

ComEd, along with Ameren Illinois, Peoples Gas and North Shore Gas, Nicor Gas, and Illinois American Water formed IUBDC to increase business opportunities for diverse companies through closer collaboration, technical development, and sharing of best practices. Since 2014, all electric, gas and water companies under the jurisdiction of the Illinois Commerce Commission with at least 100,000 customers report annually in April on their procurement goals and actual spending with diverse suppliers. Final tallies could top $2 billion for 2020, according to Charles Matthews, president and CEO, Peoples Gas and North Shore Gas, who passed the IUBDC chairman’s gavel to Dominguez in December.

“Our passion for diversity is exemplified not only by our supply chain and our own work forces, but by the formation of the IUBDC,” said Matthews. “We launched this organization not because of a statutory requirement, but because we saw an opportunity to join forces and engage in a systematic effort to expand the opportunities for diverse companies to succeed for the long haul.”

The Will Group, a Chicago-based electrical equipment company established in 1986 by entrepreneur Stephen L. Davis, chairman, works with multiple utilities and is seeing doors open to new business since becoming involved with the IUBDC. The company is playing a key role in ComEd’s deployment of voltage optimization (VO), an energy efficiency solution that controls and lowers the voltage delivered to electric utility customers, reducing energy costs and lowering carbon emissions. The Will Group recently opened a new 60,000-square-foot facility in the North Lawndale neighborhood on Chicago’s West Side, where the company will provide 100 jobs. Josh Davis, president of The Will Group, is a recipient of the IUBDC scholarship to attend the Advanced Management Education Program at Northwestern University’s Kellogg School of Management, in partnership with the National Minority Supplier Development Council.

Accelerated growth in Illinois utility company spending with diverse suppliers began with the Energy Infrastructure Modernization Act (EIMA) or “Smart Grid Bill” enacted in 2011, and the Natural Gas Consumer, Safety & Reliability Act of 2013. These initiatives created unprecedented opportunities for more diverse suppliers to support utility efforts by implementing massive upgrades to aging energy infrastructure and installing new technologies and equipment to improve reliability and service.

For more information about the IUBDC, visit iubdc.com.

About the Illinois Utilities Business Diversity Council

The Illinois Utilities Business Diversity Council (IUBDC) members include Ameren Illinois, ComEd, Illinois American Water, Nicor Gas, North Shore Gas and Peoples Gas. The mission of the IUBDC is to serve the Illinois utilities as a forum for best practice sharing and information exchange with the focus on advancing the growth and utilization of utility-based diverse businesses in the state of Illinois.


Contacts

Illinois Utilities Business Diversity Council
312-213-8588

MADISON, Wis.--(BUSINESS WIRE)--MGE Energy, Inc. (Nasdaq: MGEE) today issued its fourth-quarter 2020 financial update presentation.


The update is available on MGE Energy's website at:

mgeenergy.com/financialupdate

About MGE Energy

MGE Energy is an investor-owned public utility holding company headquartered in the state capital of Madison, Wis. It is the parent company of Madison Gas and Electric, which generates and distributes electricity in Dane County, Wis., and purchases and distributes natural gas in seven south-central and western Wisconsin counties. MGE Energy's assets total approximately $2.3 billion, and its 2020 revenues were approximately $539 million.


Contacts

Investor relations contact
Ken Frassetto
Director - Shareholder Services and Treasury Management
608-252-4723 | This email address is being protected from spambots. You need JavaScript enabled to view it.

Strategic transformation delivers material free cash flow in 2021; Company to further reduce debt

SPRING, Texas--(BUSINESS WIRE)--Southwestern Energy Company (NYSE: SWN) today announced financial and operating results for the fourth quarter and full year 2020 and issued 2021 guidance.


“In 2020, Southwestern Energy delivered on its commitments, exceeding expectations on all key metrics while navigating the uncertainties of a global pandemic and the associated challenging commodity price and operating environments. We have positioned the Company to deliver material free cash flow going forward through an enduring conviction to our returns-driven strategy. We delivered strong results across all of our strategic pillars, including an accretive acquisition, a meaningfully lower cost structure and an increased underlying asset value,” said Bill Way, Southwestern Energy President and Chief Executive Officer.

“Southwestern Energy has entered 2021 with greater scale and resilience, prepared to capture increasing value from more than one trillion cubic feet equivalent of expected annual production flowing into diverse and key markets. The free cash flow we expect to deliver this year will be used to reduce debt as we progress towards our goal of sustainable 2 times leverage. Consistent with our disciplined approach, any further improvement in cash flow from higher commodity prices will accelerate the delivery of that objective,” Way continued.

2020 Highlights

  • Completed acquisition of Montage Resources, delivering over $30 million in G&A synergies, while maintaining balance sheet strength through associated capital market transactions;
  • Delivered $55 million of free cash flow in the fourth quarter;
  • Realized $90 million in additional expense reductions including a 33% decrease in G&A to $0.12 per Mcfe;
  • Reported total production of 880 Bcfe; 3.05 Bcfe per day pro forma fourth quarter net production rate;
  • Invested capital of $899 million and delivered 100 wells to sales;
  • Generated $362 million of realized hedge gains, including $76 million from basis;
  • Repurchased $107 million of senior notes for $72 million, a 33% discount;
  • Enhanced liquidity with borrowing base increased to $2.0 billion following acquisition;
  • Reduced well costs, averaged $637 per lateral foot in the second half of 2020; annual reduction of 19% to $670 per lateral foot with an average lateral length of 12,154 feet;
  • Lowered Proved Developed F&D costs by 25% to $0.40 per Mcfe through well cost reductions and increased well productivity;
  • Realized 26% of WTI on full year NGL prices, above the high end of guidance, and 36% of WTI in the fourth quarter, both associated with strengthening market fundamentals and NGL marketing optimization;
  • Reported proved reserves of 12.0 Tcfe, including 1.4 Tcfe of positive performance revisions and 741 Bcfe of reserve additions, partially mitigating the impact of backward-looking SEC prices;
  • Released our 7th annual corporate responsibility report; key environmental highlights included top quartile GHG and methane intensity among AXPC peers; and
  • Recorded the fifth consecutive year of freshwater neutrality; have now replaced over 14 billion gallons of freshwater in communities where we work and live.

2021 Guidance

The Company’s 2021 guidance is underpinned by the four pillars of its shareholder returns driven strategy: creating sustainable value, protecting financial strength, increasing scale and progressing best-in-class execution. The 2021 plan prioritizes free cash flow generation, disciplined investment at maintenance levels and debt reduction. Highlights are presented below; full guidance is available in the attachments to this press release.

  • Guidance based on $2.77 per Mcf NYMEX Henry Hub and $50 per barrel WTI; expect to deliver free cash flow of over $275 million, which is expected to be utilized for debt reduction;
  • Prices of $3.00 per Mcfe NYMEX Henry Hub and $58 per barrel WTI would increase free cash flow estimate to more than $375 million and results in achieving targeted leverage ratio of 2.0x;
  • Capital investment of $850 to $925 million; expect 3.05 Bcfe per day average fourth quarter 2021 net production, flat with fourth quarter 2020;
  • Estimate 75 to 90 wells to sales including 12 to 15 in dry gas Ohio Utica; approximately 50% of total capital investment in dry gas and 50% in liquids-rich acreage;
  • Continued focus on costs, expect G&A per Mcfe to decrease 20%;
  • Expected to reduce well costs another 10% to an average of approximately $600 per lateral foot for all wells to sales inclusive of Ohio Utica; expect average lateral length of 14,000 feet;
  • Hedges in place for approximately 85%, 60% and 95% of expected natural gas, natural gas liquids and oil production, respectively; approximately 80% of natural gas hedges allow for participation in upside from improving prices;
  • Protecting 75% of natural gas basis through physical and financial basis hedges and out of basin transportation portfolio; expect financial basis hedge gain of $0.07 to $0.09 per Mcf; and
  • Continued commitment to corporate responsibility, investing in human capital and our communities, and developing energy responsibly with a focus on reduced air emissions and water conservation, including maintaining top quartile performance in the industry for GHG and methane intensity.

2020 Fourth Quarter and Full Year Results

FINANCIAL STATISTICS

 

For the three months ended

 

For the years ended

 

 

December 31,

 

December 31,

(in millions)

 

2020

 

2019

 

2020

 

2019

Net income (loss)

 

$

(92

)

 

$

110

 

 

$

(3,112

)

 

$

891

 

Adjusted net income (non-GAAP)

 

$

119

 

 

$

99

 

 

$

221

 

 

$

328

 

Diluted earnings (loss) per share

 

$

(0.14

)

 

$

0.20

 

 

$

(5.42

)

 

$

1.65

 

Adjusted diluted earnings per share (non-GAAP)

 

$

0.18

 

 

$

0.18

 

 

$

0.38

 

 

$

0.61

 

Adjusted EBITDA (non-GAAP)

 

$

276

 

 

$

266

 

 

$

742

 

 

$

973

 

Net cash provided by operating activities

 

$

121

 

 

$

225

 

 

$

528

 

 

$

964

 

Net cash flow (non-GAAP)

 

$

249

 

 

$

246

 

 

$

662

 

 

$

913

 

Total capital investments (1)

 

$

194

 

 

$

207

 

 

$

899

 

 

$

1,140

 

  1. Capital investments on the cash flow statement include decreases of $5 million and $18 million for the three months ended December 31, 2020 and 2019, respectively, and a decrease of $3 million and an increase of $34 million for the year ended December 31, 2020 and 2019, respectively, relating to the change in accrued expenditures between periods.

Fourth Quarter 2020 Financial Results

For the quarter ended December 31, 2020, Southwestern Energy recorded a net loss of $92 million, or ($0.14) per diluted share, including $335 million of non-cash impairments and a $134 million non-cash gain on unsettled mark to market derivatives. This compares to net income of $110 million, or $0.20 per diluted share in the fourth quarter of 2019.

Adjusted net income (non-GAAP), which excludes non-cash items noted above and other one-time charges, was $119 million or $0.18 per diluted share in 2020 and $99 million or $0.18 per share for the same period in 2019. The increase was primarily related to increased production volumes and a decrease in average unit operating costs, partially offset by wider natural gas basis differentials. For the fourth quarter of 2020, adjusted EBITDA (non-GAAP) was $276 million, net cash provided by operating activities was $121 million and net cash flow (non-GAAP) was $249 million, resulting in $55 million in free cash flow.

As indicated in the table below, fourth quarter 2020 weighted average realized price, including $0.37 per Mcfe of transportation expenses, was $1.93 per Mcfe before the impact of derivatives, down 9% compared to $2.12 per Mcfe in 2019. The decrease was primarily due to widened basis differentials in the Appalachia basin. Fourth quarter weighted average realized price before transportation expense was $2.30 per Mcfe.

The Company realized $52 million in cash-settled derivative gains during the fourth quarter of 2020, a $0.21 per Mcfe uplift. Included in the fourth quarter settled derivative gains is a $47 million gain related to natural gas basis hedges, which protected the Company from widening basis differentials.

Full Year 2020 Financial Results

The Company recorded a net loss of $3.1 billion, or ($5.42) per share, for the year ended December 31, 2020 compared to net income of $891 million, or $1.65 per share in 2019. In 2020, the Company recorded non-cash impairments of $2.8 billion and $138 million of non-cash loss on unsettled derivatives, and had an $818 million change in its deferred tax provision. Excluding these non-cash and other one-time items, adjusted net income for 2020 was $221 million, or $0.38 per share, compared to $328 million, or $0.61 per share, in 2019. The decrease in adjusted net income compared to prior year was primarily the result of a decrease in commodity prices, partially offset by a $182 million increase in settled derivatives impact, increased production volumes and decreased G&A and depreciation, depletion and amortization expense. In 2020, Adjusted EBITDA (non-GAAP) was $742 million, net cash provided by operating activities was $528 million and net cash flow (non-GAAP) was $662 million.

For the full year 2020, weighted average realized price, including $0.37 per Mcfe of transportation expense, was $1.53 per Mcfe before the impact of derivatives, a 30% decrease compared to $2.18 per Mcfe in 2019, due to decreased prices across all commodities. In 2020, the weighted average realized price before transportation expenses was $1.90 per Mcfe.

Cash-settled derivative gains totaled $362 million in 2020, a $0.41 per Mcfe uplift, bringing the weighted average realized price including the impact of derivatives to $1.94 per Mcfe in 2020, compared to $2.42 per Mcfe in 2019.

As of December 31, 2020, Southwestern Energy had total debt of $3.15 billion and a cash balance of $13 million. At the end of 2020, the Company had $700 million of borrowings under its $2.0 billion revolving credit facility with $233 million in outstanding letters of credit.

Realized Prices

 

For the three months ended

 

For the years ended

(includes transportation costs)

 

December 31,

 

December 31,

 

 

2020

 

2019

 

2020

 

2019

Natural Gas Price:

 

 

 

 

 

 

 

 

NYMEX Henry Hub price ($/MMBtu) (1)

 

$

2.66

 

 

$

2.50

 

 

$

2.08

 

 

$

2.63

 

Discount to NYMEX (2)

 

 

(0.99

)

 

 

(0.69

)

 

 

(0.74

)

 

 

(0.65

)

Realized gas price per Mcf, excluding derivatives

 

$

1.67

 

 

$

1.81

 

 

$

1.34

 

 

$

1.98

 

Gain on settled financial basis derivatives ($/Mcf)

 

 

0.23

 

 

 

0.05

 

 

 

0.11

 

 

 

 

Gain (loss)on settled commodity derivatives ($/Mcf)

 

 

(0.09

)

 

 

0.26

 

 

 

0.25

 

 

 

0.20

 

Realized gas price per Mcf, including derivatives

 

$

1.81

 

 

$

2.12

 

 

$

1.70

 

 

$

2.18

 

Oil Price, per Bbl:

 

 

 

 

 

 

 

 

WTI oil price

 

$

42.66

 

 

$

56.96

 

 

$

39.40

 

 

$

57.03

 

Discount to WTI

 

 

(10.69

)

 

 

(10.59

)

 

 

(10.20

)

 

 

(10.13

)

Realized oil price, excluding derivatives

 

$

31.97

 

 

$

46.37

 

 

$

29.20

 

 

$

46.90

 

Realized oil price, including derivatives

 

$

52.27

 

 

$

49.16

 

 

$

46.91

 

 

$

49.56

 

NGL Price, per Bbl:

 

 

 

 

 

 

 

 

Realized NGL price, excluding derivatives

 

$

15.28

 

 

$

12.46

 

 

$

10.24

 

 

$

11.59

 

Realized NGL price, including derivatives

 

$

14.65

 

 

$

14.83

 

 

$

11.15

 

 

$

13.64

 

Percentage of WTI, excluding derivatives

 

 

36

%

 

 

22

%

 

 

26

%

 

 

20

%

Total Weighted Average Realized Price:

 

 

 

 

 

 

 

 

Excluding derivatives ($/Mcfe)

 

$

1.93

 

 

$

2.12

 

 

$

1.53

 

 

$

2.18

 

Including derivatives ($/Mcfe)

 

$

2.14

 

 

$

2.44

 

 

$

1.94

 

 

$

2.42

 

  1. Based on last day monthly futures settlement prices.
  2. This discount includes a basis differential, a heating content adjustment, physical basis sales, third-party transportation charges and fuel charges, and excludes financial basis derivatives.

Operational Review

Total production for the quarter ended December 31, 2020 was 257 Bcfe, comprised of 81% natural gas, 16% NGLs and 3% oil. Included in the fourth quarter 2020 results was 49 days of production from the acquired Montage Resources properties. Production totaled 880 Bcfe for the year ended December 31, 2020.

Capital investments in the fourth quarter of 2020 were $194 million, bringing full year capital investment to $899 million. The Company brought 100 wells to sales, drilled 98 wells and completed 96 wells during the year.

Operating Statistics

 

For the three months ended

 

 

For the years ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

2019

 

Production

 

 

 

 

 

 

 

 

 

Gas production (Bcf)

 

 

207

 

 

160

 

 

694

 

 

609

 

Oil production (MBbls)

 

 

1,365

 

 

1,486

 

 

5,141

 

 

4,696

 

NGL production (MBbls)

 

 

7,001

 

 

6,609

 

 

25,927

 

 

23,620

 

Total production (Bcfe)

 

 

257

 

 

208

 

 

880

 

 

778

 

 

 

 

 

 

 

 

 

 

 

Average unit costs per Mcfe

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

$

0.92

 

$

0.94

 

$

0.93

 

$

0.92

 

General & administrative expenses

 

$

0.11

(1)

$

0.19

(2)

$

0.12

(1)

$

0.18

(2)

Taxes, other than income taxes

 

$

0.06

 

$

0.05

 

$

0.06

 

$

0.08

 

Full cost pool amortization

 

$

0.33

 

$

0.54

 

$

0.38

 

$

0.56

 

  1. Excludes $38 million and $41 million in Montage acquisition-related expenses and $4 million and $16 million in restructuring charges for the three months and year ended December 31, 2020, respectively. Excludes $1 million of legal settlement charges for the year ended December 31, 2020.
  2. Excludes restructuring charges of $2 million and $11 million and legal settlement charges of $3 million and $6 million for the three months and year ended December 31, 2019, respectively. Excludes a $6 million residual value guarantee short-fall payment to the previous lessor of our headquarters building for the year ended December 31, 2019.

Southwest Appalachia – In the fourth quarter, total production was 132 Bcfe, with liquids production of 91 MBbls per day, including 49 days of production from properties previously owned by Montage Resources. The Company drilled 10 wells, completed 11 wells and placed 16 wells to sales, excluding four wells placed to sales that were drilled and completed by Montage Resources. The average lateral length of wells to sales was 15,477 feet, and included five wells in the rich area and 11 wells in the super rich area. All five of the rich wells were online for at least 30 days and had an average 30-day rate of 23.2 MMcfe per day, while only six of the super rich wells were online for at least 30 days and had an average 30-day rate of 9.8 MMcfe per day, including 72% liquids.

In 2020, Southwest Appalachia’s total production was 407 Bcfe, including 85 MBbls per day of liquids. The Company drilled 49 wells, completed 52 wells and placed 55 wells to sales during 2020, with 14 drilled uncompleted wells as of December 31, 2020.

Northeast Appalachia – In the fourth quarter, total production was 125 Bcf. There were four wells drilled, seven wells completed and 11 wells placed to sales in the quarter with an average lateral length of 14,667 feet. Of the 11 wells to sales, eight wells were online for at least 30 days and had an average 30-day rate of 15.6 MMcf per day.

Production for the year was 473 Bcf in Northeast Appalachia. The Company drilled 49 wells, completed 44 wells and brought 45 wells to sales during 2020, with 10 drilled uncompleted wells at year-end.

E&P Division Results

For the three months
ended December 31, 2020

 

 

For the year ended
December 31, 2020

 

 

Northeast

 

Southwest

 

 

Northeast

 

Southwest

 

Gas production (Bcf)

 

125

 

82

 

473

 

221

 

Liquids production

 

 

 

 

 

 

 

 

Oil (MBbls)

 

 

1,360

 

 

5,124

 

NGL (MBbls)

 

 

6,999

 

 

25,923

 

Production (Bcfe)

 

125

 

132

 

473

 

407

 

 

 

 

 

 

 

 

 

 

Gross operated production December 2020 (MMcfe/d)

 

1,639

 

2,745

 

 

 

 

 

Net operated production December 2020 (MMcfe/d)

 

1,340

 

1,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital investments ($ in millions)

 

 

 

 

 

 

 

 

Drilling and completions, including workovers

$

53

 

$

85

 

$

321

 

$

360

 

Land acquisition and other

 

4

 

7

 

18

 

29

 

Capitalized interest and expense

 

6

 

32

 

23

 

121

 

Total capital investments

$

63

 

$

124

 

$

362

 

$

510

 

 

 

 

 

 

 

 

 

 

Gross operated well activity summary

 

 

 

 

 

 

 

 

Drilled

 

4

 

10

 

49

 

49

 

Completed

 

7

 

11

 

44

 

52

 

Wells to sales

 

11

 

16

(1)

45

 

55

(1)

 

 

 

 

 

 

 

 

 

Average well cost on wells to sales (in millions)

$

7.6

 

$

10.7

(1)

$

6.8

 

$

9.3

(1)

Average lateral length (in ft)

 

14,667

 

15,477

(1)

10,765

 

13,265

(1)

 

 

 

 

 

 

 

 

 

Total weighted average realized price per Mcfe, excluding derivatives

$

1.65

 

$

2.20

 

$

1.37

 

$

1.71

 

 
  1. Excludes 4 wells placed to sales during the fourth quarter of 2020 that were drilled and completed by Montage Resources.

2020 Proved Reserves

The Company reported total proved reserves of 12.0 Tcfe at year-end 2020, compared to 12.7 Tcfe in 2019. Reserves consisted of 76% natural gas and 24% liquids. During 2020, the Company reported 1.4 Tcfe of positive performance revisions related to increased well performance and lower operating costs, 741 Bcfe of reserve additions, and also acquired 2.4 Tcfe of reserves related to the acquisition of Montage Resources. The Company incurred 4.4 Tcfe of downward price revisions related to significantly reduced trailing 12-month SEC prices on all commodities.

Lower SEC prices, which were $1.98 per Mcf NYMEX Henry Hub, $39.57 per Bbl WTI and $10.27 per Bbl NGLs, resulted in a PV-10 of $1.85 billion. Using 2021 strip prices as of January 4, 2021, which were $2.70 per Mcf NYMEX Henry Hub, $47.67 per Bbl WTI and $11.82 per Bbl NGLs, the PV-10 of the reported year-end 2020 reserves would increase to $5.85 billion, without consideration of any PV-10 increase from the expected higher reserve volumes at those prices.

2020 Proved Reserves by Commodity

Natural Gas

 

Oil

 

NGL

 

Total

 

(Bcf)

 

(MBbls)

 

(MBbls)

 

(Bcfe)

 

 

 

 

 

 

 

 

Proved reserves, beginning of year

8,630

 

 

72,925

 

 

608,761

 

 

12,721

 

Revisions of previous estimates due to price

(2,143

)

 

(32,507

)

 

(338,639

)

 

(4,370

)

Revisions of previous estimates other than price

763

 

 

3,816

 

 

106,444

 

 

1,424

 

Extensions, discoveries and other additions

714

 

 

135

 

 

4,371

 

 

741

 

Production

(694

)

 

(5,141

)

 

(25,927

)

 

(880

)

Acquisition of reserves in place

1,911

 

 

18,796

 

 

55,141

 

 

2,354

 

Disposition of reserves in place

 

 

 

 

 

 

 

Proved reserves, end of year

9,181

 

 

58,024

 

 

410,151

 

 

11,990

 

 

 

 

 

 

 

 

 

Proved developed reserves:

 

 

 

 

 

 

 

Beginning of year

4,906

 

 

26,124

 

 

226,271

 

 

6,421

 

End of year

6,342

 

 

33,563

 

 

276,548

 

 

8,203

 

 

 

 

 

 

 

 

 

2020 Proved Reserves by Division (Bcfe)

Appalachia

 

 

 

 

 

Northeast

 

Southwest

 

Other (1)

 

Total

 

 

 

 

 

 

 

 

Proved reserves, beginning of year

4,837

 

 

7,883

 

 

1

 

 

12,721

 

Revisions of previous estimates due to price

(389

)

 

(3,981

)

 

 

 

(4,370

)

Revisions of previous estimates other than price

46

 

 

1,378

 

 

 

 

1,424

 

Extensions, discoveries and other additions

672

 

 

69

 

 

 

 

741

 

Production

(473

)

 

(407

)

 

 

 

(880

)

Acquisition of reserves in place

223

 

 

2,131

 

 

 

 

2,354

 

Disposition of reserves in place

 

 

 

 

 

 

 

Proved reserves, end of year

4,916

 

 

7,073

 

 

1

 

 

11,990

 

  1. Other includes properties outside of the Appalachian Basin.

The Company’s 2020 proved developed finding and development (PD F&D) costs decreased 25% from the prior year to $0.40 per Mcfe, when excluding the impact of capitalized interest and portions of capitalized G&A costs in accordance with the full cost method of accounting.

Total Company Proved Developed Finding and Development

 

Three-Year

 

12 Months Ended December 31,

 

Total

Total PD Adds (Bcfe):

2020

 

 

2019

 

2018

 

2020

New PD adds

 

267

 

 

 

191

 

 

 

177

 

 

 

635

 

PUD conversions

 

1,631

 

(2)

 

1,441

 

 

 

1,139

 

 

 

4,211

 

Total PD Adds

 

1,898

 

 

 

1,632

 

 

 

1,316

 

 

 

4,846

 

 

 

 

 

 

 

 

 

Costs Incurred (in millions):

 

 

 

 

 

 

 

Unproved property acquisition costs

$

124

 

 

$

162

 

 

$

164

 

 

$

450

 

Exploration costs

 

 

 

 

2

 

 

 

5

 

 

 

7

 

Development costs

 

812

 

 

 

936

 

 

 

1,014

 

 

 

2,762

 

Capitalized Costs Incurred

$

936

 

 

$

1,100

 

 

$

1,183

 

 

$

3,219

 

 

 

 

 

 

 

 

 

Subtract (in millions):

 

 

 

 

 

 

 

Proved property acquisition costs

$

 

 

$

 

 

$

 

 

$

 

Unproved property acquisition costs

 

(124

)

 

 

(162

)

 

 

(164

)

 

 

(450

)

Capitalized interest and expense associated with development and exploration (1)

 

(60

)

 

 

(81

)

 

 

(93

)

 

 

(234

)

PD Costs Incurred

$

752

 

 

$

857

 

 

$

926

 

 

$

2,535

 

 

 

 

 

 

 

 

 

PD F&D

$

0.40

 

 

$

0.53

 

 

$

0.70

 

 

$

0.52

 

Note: Amounts may not add due to rounding

  1. Adjusting for the impacts of the full cost accounting method for comparability.
  2. Includes increased reserve estimates of 144 Bcfe in the Appalachian Basin associated with productivity enhancements for newly developed PUD locations.

Conference Call

Southwestern Energy will host a conference call and webcast on Friday, February 26, 2021 at 9:30 a.m. Central to discuss fourth quarter and fiscal year 2020 results. To participate, dial US toll-free 877-883-0383, or international 412-902-6506 and enter access code 3652399. The conference call will webcast live at www.swn.com.

To listen to a replay of the call, dial 877-344-7529, International 412-317-0088, or Canada Toll Free 855-669-9658. Enter replay access code 10152130. The replay will be available until March 26, 2021.

Due to the inclement weather last week, the Company plans to file its Annual Report on Form 10-K on March 1, 2021.

About Southwestern Energy

Southwestern Energy Company is an independent energy company engaged in natural gas, natural gas liquids and oil exploration, development, production and marketing. For additional information, visit our website www.swn.com.

Forward Looking Statement

Certain statements and information herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “project,” “potential,” “may,” “will,” “are likely,” “guidance,” “goal,” “model,” “target,” “budget” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Statements may be forward looking even in the absence of these particular words. Examples of forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy, production, reserve growth and other plans and objectives for our future operations, and generation of free cash flow. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. The forward-looking statements contained in this document are largely based on our expectations for the future, which reflect certain estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions, operating trends, and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. As such, management’s assumptions about future events may prove to be inaccurate. For a more detailed description of the risks and uncertainties involved, see “Risk Factors” in our most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events, changes in circumstances, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. Management cautions you that the forward looking statements contained herein are not guarantees of future performance, and we cannot assure you that such statements will be realized or that the events and circumstances they describe will occur.


Contacts

Investor Contact
Brittany Raiford
Director, Investor Relations
(832) 796-7906
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Bernadette Butler
Investor Relations Advisor
(832) 796-6079
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NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.


ST. JOHN’S, Newfoundland and Labrador--(BUSINESS WIRE)--$ALS.TO #ipo--Altius Minerals Corporation (ALS:TSX) (ATUSF: OTCQX) (“Altius” or the “Corporation”) reports that Altius Renewable Royalties Corporation (“ARR”) has announced that it expects to commence trading on an “if, as and when issued” basis on the Toronto Stock Exchange on February 26, 2021 under the symbol “ARR”. The ARR initial public offering of 9,100,000 shares has been priced at C$11.00 per share for aggregate gross proceeds of C$100,100,000.

Following the completion of the Offering, Altius is expected to hold 15,638,639 common shares or approximately 61% of the issued and outstanding shares of ARR (or approximately 58% of the issued and outstanding shares of ARR if the Over-Allotment Option is exercised in full).

A copy of ARR’s supplemented PREP prospectus will be available on SEDAR at www.sedar.com on February 25, 2021.

About Altius

Altius’s strategy is to create per share growth through a diversified portfolio of royalty assets that relate to long life, high margin operations. This strategy further provides shareholders with exposures that are well aligned with sustainability-related global growth trends including the electricity generation transition from fossil fuel to renewables, transportation electrification, reduced emissions from steelmaking and increasing agricultural yield requirements. These macro-trends each hold the potential to cause increased demand for many of Altius’s commodity exposures including copper, renewable based electricity, several key battery metals (lithium, nickel and cobalt), clean iron ore, and potash. In addition, Altius runs a successful Project Generation business that originates mineral projects for sale to developers in exchange for equity positions and royalties. Altius has 41,477,653 common shares issued and outstanding that are listed on Canada’s Toronto Stock Exchange. It is a member of both the S&P/TSX Small Cap and S&P/TSX Global Mining Indices.

About ARR

ARR is a recently formed renewable energy company whose business is to provide long-term, royalty level investment capital to renewable power developers, operators, and originators. The Company combines industry expertise with innovative, partner-focused solutions to further the growth of the renewable energy sector as it fulfills its critical role in enabling the global energy transition.

Forward-looking information

This press release contains “forward-looking information” within the meaning of applicable securities laws, including statements with regard to the closing of the Offering. Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, those described under “Risk Factors” in ARR’s final base PREP prospectus. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release, and the Company does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Although Altius believes the expectations expressed in such forward-looking information are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking information. Factors that could cause actual results to differ materially from those in forward-looking statements include, among other things, changes in market conditions, changes in power prices, changes in expectations for the growth in demand for renewable power in the U.S., unanticipated changes in key management personnel, general economic and political conditions, the risk that ARR’s IPO may not be completed and the failure to receive applicable regulatory approvals, as well as the other risk factors described in ARR’s preliminary base PREP prospectus in respect of the IPO. Accordingly, actual events may differ materially from those projected in the forward-looking information. This list is not exhaustive of the factors that may affect any of the forward-looking information in this news release. These and other factors should be considered carefully and readers should not place undue reliance on the forward-looking information in this news release. Altius does not undertake to update any forward-looking information that may be made from time to time by ARR or on its behalf, except in accordance with applicable securities laws.

No securities regulatory authority has either approved or disapproved the contents of this press release. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities law and may not be offered or sold in the United States except in compliance with the registration requirements of the said Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.


Contacts

Ben Lewis
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: 1.877.576.2209

Flora Wood
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: 1.877.576.2209
Direct: +1(416)346.9020

DALLAS--(BUSINESS WIRE)--Kosmos Energy Ltd. (“Kosmos”) (NYSE: KOS) announced today the pricing of $450 million aggregate principal amount of its 7.500% senior notes due 2028. The offering was upsized by $50 million over the previously announced offering size of $400 million. The offering is expected to close on March 4, 2021, subject to customary closing conditions. Kosmos intends to use the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility and commercial debt facilities and for general corporate purposes.


The securities offered will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and unless so registered, the securities may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws. The senior notes and the related guarantees were offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States, to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act.

This press release is being issued pursuant to, and in accordance with, Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Kosmos Energy

Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused along the Atlantic Margins. Our key assets include production offshore Ghana, Equatorial Guinea and U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. Kosmos is listed on The New York Stock Exchange and London Stock Exchange and is traded under the ticker symbol KOS. As an ethical and transparent company, Kosmos is committed to doing things the right way. The Company’s Business Principles articulate our commitment to transparency, ethics, human rights, safety and the environment.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Kosmos expects, believes or anticipates will or may occur in the future are forward-looking statements. Kosmos’ estimates and forward-looking statements are mainly based on its current expectations and estimates of future events and trends, which affect or may affect its businesses and operations. Although Kosmos believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to Kosmos. When used in this press release, the words “anticipate,” “believe,” “intend,” “expect,” “plan,” “will” or other similar words are intended to identify forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Kosmos, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Further information on such assumptions, risks and uncertainties is available in Kosmos’ Securities and Exchange Commission (“SEC”) filings. Kosmos undertakes no obligation and does not intend to update or correct these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required by applicable law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.

European Economic Area and United Kingdom Notices

Financial Conduct Authority (FCA) stabilization rules apply.

MiFIR professionals / ECPs only / No PRIIPs / UK PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs regulation key information document (KID) has been prepared as the notes are not available to retail investors in the EEA or the United Kingdom.


Contacts

Kosmos Energy Ltd.
Investor Relations
Jamie Buckland, +44 (0) 203 954 2831
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or
Media Relations
Thomas Golembeski, +1-214-445-9674
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TULSA, Okla.--(BUSINESS WIRE)--Williams (NYSE: WMB) Chief Financial Officer John Chandler is scheduled to participate in virtual meetings with investors, including a fireside chat Q&A session, at the Raymond James & Associates’ 42nd Annual Institutional Investors Conference on Wednesday, March 3.


The fireside chat will begin at approximately 2:10 p.m. Eastern Time (1:10 p.m. Central Time), and a link to the live webcast, as well as a replay, will be available at https://investor.williams.com.

About Williams

Williams (NYSE: WMB) is committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Headquartered in Tulsa, Oklahoma, Williams is an industry-leading, investment grade C-Corp with operations across the natural gas value chain including gathering, processing, interstate transportation and storage of natural gas and natural gas liquids. With major positions in top U.S. supply basins, Williams connects the best supplies with the growing demand for clean energy. Williams owns and operates more than 30,000 miles of pipelines system wide – including Transco, the nation’s largest volume and fastest growing pipeline – and handles approximately 30 percent of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use.


Contacts

MEDIA:
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(800) 945-8723

INVESTOR CONTACT:
Danilo Juvane
(918) 573-5075

RICHMOND, Va.--(BUSINESS WIRE)--The Board of Directors of NewMarket Corporation (NYSE: NEU) declared a quarterly dividend in the amount of $1.90 per share on the common stock of the Corporation. The dividend is payable April 1, 2021 to NewMarket shareholders of record at the close of business on March 15, 2021.

NewMarket Corporation, through its subsidiaries Afton Chemical Corporation and Ethyl Corporation, develops, manufactures, blends, and delivers chemical additives that enhance the performance of petroleum products. From custom-formulated additive packages to market-general additives, the NewMarket family of companies provides the world with the technology to make engines run smoother, machines last longer, and fuels burn cleaner.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

Factors that could cause actual results to differ materially from expectations include, but are not limited to, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; sudden or sharp raw material price increases; competition from other manufacturers; current and future governmental regulations; the gain or loss of significant customers; failure to attract and retain a highly-qualified workforce; an information technology system failure or security breach; the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, and health-related epidemics such as the COVID-19 pandemic; risks related to operating outside of the United States; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from recent or future acquisitions, or our inability to successfully integrate recent or future acquisitions into our business; the underperformance of our pension assets resulting in additional cash contributions to our pension plans; and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Item 1A. “Risk Factors” of our 2020 Annual Report on Form 10-K, which is available to shareholders upon request.

You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.


Contacts

FOR INVESTOR INFORMATION CONTACT:
Brian D. Paliotti

Investor Relations
Phone: 804.788.5555
Fax: 804.788.5688

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Fourth Quarter 2020 Highlights:


  • 151 million gallons of fuel sold
  • 129 million gallons produced
  • Revenues of $548 million
  • Net income from continuing operations available to common stockholders of $27 million, or $0.60 per diluted share
  • Adjusted EBITDA of $46 million
  • Carbon reduction of over one million metric tons from fuels produced by REG in the quarter

Full Year 2020 Highlights:

  • 651 million gallons of fuel sold
  • Record 519 million gallons produced
  • Revenues of $2.1 billion
  • Net income from continuing operations available to common stockholders of $120 million, or $2.76 per diluted share
  • Adjusted EBITDA of $196 million
  • Sales of blends of biodiesel and renewable diesel increased 57%
  • Carbon reduction of 4.2 million metric tons from fuels produced by REG for the full year
  • Announced planned expansion of renewable diesel plant in Geismar, Louisiana to 340 million gallons per year

Financial Restatement Summary:

  • Restatement of $38.2 million in cumulative revenue from January 2018 through September 30, 2020 is due to diesel additive system failures at the Company’s Seneca facility that caused REG to not be first blender / proper claimant for certain biodiesel mixture excise tax credits (“BTC”)
  • Adjustment is immaterial to each year, but aggregate amount is material in 2019, hence restatement
  • REG has established additional policies and controls designed to enhance assurance around proper BTC-related petroleum diesel blending and BTC filing going forward
  • Issue is not whether the biodiesel ultimately qualified for the BTC, but rather which taxpayer added the petroleum diesel and as such is the proper BTC claimant
  • REG is engaging with relevant customers to recover as much of these funds as possible

AMES, Iowa--(BUSINESS WIRE)--Renewable Energy Group, Inc. (NASDAQ:REGI) ("REG" or the "Company") today announced its financial results for the fourth quarter and full year ended December 31, 2020. The Company also announced that it is restating financial statements for the years ended December 31, 2018 and 2019, and for the first three quarters of 2020, to reflect a $38.2 million adjustment over those periods as a result of the Company not being the proper claimant for certain federal biodiesel mixture excise tax credits (“BTC”) on biodiesel it sold between January 1, 2017 and September 30, 2020. The Company is working with its customers on BTC re-filings on these gallons to recover as much of the $38.2 million in revenue as possible.

Commentary on 2020 and Business Outlook

"REG’s resilient business model enabled us to deliver strong financial results, with $120 million of net income from continuing operations available to common stockholders, supported by record production, despite the array of externally driven challenges we faced in 2020," said Cynthia (CJ) Warner, REG President and Chief Executive Officer. "In the face of the pandemic, we were able to adjust operations to ensure safety while fulfilling customer demand for our essential transportation fuels. We used our flexible feedstock approach to sustain margins and profitability even as the pandemic dramatically impacted feedstock supply and pricing. The Adjusted EBITDA of nearly $200 million exemplifies the soundness of our strategy and underscores our belief that REG can sustainably deliver earnings over the long term."

Warner continued, "At REG, we are continuing to build on renewable energy's positive momentum and on our track record as a leader of the transition to sustainability. We expect robust demand for renewable diesel and biodiesel to continue into 2021, benefiting from economic recovery combined with strong public support for an option to decarbonize that is available now. We are confident that our focused strategy and expansion plan will deliver long-term success and significant value for our shareholders and other stakeholders."

Biodiesel Tax Credit Assessment

The restatement is the result of the Company not being the proper claimant for certain BTC payments on biodiesel it sold between January 1, 2017 and September 30, 2020. REG qualifies for the BTC when it blends petroleum diesel with biodiesel. Due to failures in the diesel additive system at the Company’s facility in Seneca, Illinois, petroleum diesel was periodically not added to certain loads. As a result, the Company’s customers who received these loads and subsequently added petroleum diesel are the proper claimants on these biodiesel gallons rather than the Company’s REG Seneca subsidiary.

The Company discovered the blending discrepancy in connection with its preparation for a standard IRS audit of its BTC filings. The Company self-reported the findings to the IRS and initiated an investigation overseen by the Audit Committee of the Company’s Board of Directors. The Company concluded this discrepancy is limited to Seneca. In addition, all of the Company's other U.S. biorefineries have passed their relevant IRS audits.

REG reached agreement on February 23, 2021 with the IRS on a $40.5 million assessment, excluding interest, to correct the REG Seneca BTC claims. This reflects assessments of $14.8 million, $9.9 million, $7.6 million and $8.2 million for the tax years 2017, 2018, 2019, and the first three quarters of 2020, respectively. The $2.3 million difference between the $40.5 million tax liability and $38.2 million in revenue being restated is a result of the Company’s ability to recover the BTC in instances where another REG subsidiary blended the biodiesel with petroleum diesel and was thus the proper claimant. The Company is working with its customers on BTC re-filings on these gallons to recover as much of the $38.2 million as possible.

"Operational excellence is fundamental to REG's success. Ensuring this is reflected across all areas of our business – from sourcing to delivery – is a top priority," said Warner. "REG takes the matter at our Seneca facility seriously, and we have taken steps to strengthen our operations, enhance our internal controls and assurance processes, and implement additional policies and controls designed to ensure proper BTC-related blending and BTC filing going forward."

Warner continued, "It is important to note that this situation has no impact on the total amount of BTC credits actually generated, and it does not impact the robust demand for our biodiesel products, the durability of our business model, or the value we bring to our customers."

Remediation Actions

The Company has established additional policies and controls designed to ensure that the correct amount of petroleum diesel is being blended at all of the Company’s facilities, including Seneca, and that the Company properly files for the BTC going forward. These include:

  • For the Seneca facility:
    • Limiting the loading to modes where the existing system is known to be functional, until the system is redesigned to work in all operating modes; and
    • Implemented a control system calculation and readout tool that enables the loading operator to validate that the proper number of petroleum diesel gallons were added to each load;
  • Then, to further reinforce the Company's system-wide controls and assurances:
    • Performing additional local reconciliations weekly to validate that the amount of petroleum diesel used matches the amount of petroleum diesel required to be blended; and
    • The Company is now reviewing monthly inventory reconciliations prior to filing for BTC to re-confirm that the required volume of petroleum diesel has been blended.

Restatement of Financial Results

While the BTC adjustment in each individual year is not material, the Company determined that the aggregate BTC adjustment is material in 2019. As a result, the Company is restating its financial statements for the years ended December 31, 2019 and 2018 and the quarters ended March 31, June 30 and September 30, 2019 and 2018. The 2017 BTC was recognized as revenue in the first quarter of 2018, so the BTC assessment does not affect the Company's 2017 GAAP financial statements. A material weakness in the Company's internal control over financial reporting directly related to the restatement was found to exist as of December 31, 2020 and December 31, 2019. The Company has taken the remediation actions described above to address this material weakness.

REG today filed with the SEC an amended Form 10-K for the year ended December 31, 2019. The amended Form 10-K includes additional details regarding the restatement for the years ended December 31, 2019 and 2018. In addition, REG expects to file on March 1, 2021 its Form 10-K for the year ended December 31, 2020, which will include amended financial results for the quarters ended March 31, June 30 and September 30, 2020 that reflect an immaterial restatement for those periods.

Fourth Quarter 2020 Highlights

All figures refer to the quarter ended December 31, 2020, unless otherwise noted. All comparisons are to the quarter ended December 31, 2019 as restated per the 10-K/A filed on February 25, 2021, unless otherwise noted.

The table below summarizes REG’s financial results for the fourth quarter of 2020.

REG Q4 2020 Results

(dollars and gallons in thousands, except per gallon data)

 

Q4 2020

 

Q4 2019

 

Y/Y Change

 

 

 

 

 

 

Market Data

 

 

 

 

 

B100 (Chicago SME) average price per gallon

$

3.34

 

 

$

2.86

 

 

16.8

%

NYMEX ULSD average price per gallon

$

1.28

 

 

$

1.95

 

 

(34.4

)%

D4 RIN average price per credit

$

0.88

 

 

$

0.56

 

 

57.1

%

CBOT Soybean oil average price per gallon

$

2.74

 

 

$

2.34

 

 

17.1

%

HOBO + 1.5xRIN average price per gallon (1)

$

0.87

 

 

$

1.44

 

 

(39.6

)%

 

 

 

 

 

 

Gallons sold

 

151,359

 

 

 

152,913

 

 

(1.0

)%

 

 

 

 

 

 

GAAP(2)

 

 

 

 

 

Total revenues

$

547,928

 

 

$

1,001,992

 

 

(45.3

)%

Risk management loss

$

(19,322

)

 

$

(3,774

)

 

N/M

 

Operating income

$

30,820

 

 

$

487,733

 

 

(93.7

)%

Net income from continuing operations available to common stockholders

$

26,685

 

 

$

476,439

 

 

(94.4

)%

(1)

HOBO = HO NYMEX + 1 - ((CBOT SBO $/lb)/100 x 7.5)

 

HOBO + RINs = HOBO + 1.5 x D4 RIN as quoted by the Oil Price Information Service.

(2)

GAAP results in Q4 2019 reflect recognition of $491 million BTC benefits to revenue earned in 2018 and 2019.

REG sold 151 million total gallons of fuel, a decrease of 1%. Product mix improved, largely due to an increase of self-produced biodiesel sold in North America and Europe of 6 million gallons and 2 million gallons, respectively; offset by a decrease in low-margin petroleum diesel of 6 million gallons and a decrease in third party North American renewable diesel of 2 million gallons. Gallons sold of self-produced renewable diesel decreased by 2 million.

REG produced 129 million gallons of biodiesel and renewable diesel, an increase of 13%. Gallons produced increased on a year-over-year basis, due to more favorable market conditions, including BTC certainty versus fourth quarter 2019. European biodiesel production increased 20% and North American biodiesel production increased 19%. Renewable diesel production at our Geismar facility decreased 9% as the result of unplanned downtime in December.

Revenues decreased $454 million to $548 million, driven primarily by the GAAP recognition of all the 2018 and 2019 BTC net benefit to revenue of $491 million in the fourth quarter of 2019 and the year-over-year decrease in ULSD prices of 34%. Offsetting these decreases were an increase in revenue from North American biodiesel from the higher volume, improved product mix driven by lower petroleum volumes and higher volumes of self-produced biodiesel and an increase in Separated RIN sales of $30 million resulting from higher average D4 RIN prices and more RINs sold.

Gross profit was $66 million, or 12% of revenues, compared to gross profit of $529 million, or 53% of revenues from the same period a year ago. Gross profit as a percentage of revenue declined mainly due to the GAAP recognition of all of the 2018 and 2019 net BTC benefit in the fourth quarter of 2019. The HOBO + 1.5x RIN spread was down 40% year-over-year. NYMEX ULSD decreased 34% and average D4 RIN prices increased, while weighted average feedstock cost per gallon produced increased $0.39. Additionally, risk management losses increased $16 million year-over-year. The margin challenges were partially offset by the increase in Separated RIN sales and improved product mix driven by lower petroleum volumes and higher volumes of self-produced biodiesel.

Operating income was $31 million compared to $488 million for the fourth quarter of 2019, driven by the same factors as those described above for gross profit, along with lower selling, general and administrative costs of $9 million due to higher employee related compensation caused by the reinstatement of the BTC in 2019.

GAAP net income from continuing operations available to common stockholders was $27 million, or $0.60 per share, on a fully diluted basis, compared to $476 million, or $11.15 per share on a fully diluted basis, in the fourth quarter of 2019. The factors driving this difference are the same as those described above for operating income.

At December 31, 2020, REG had cash and cash equivalents, restricted cash, and marketable securities (including long-term) of $358 million. For the quarter, the Company's cash and cash equivalents, restricted cash, and marketable securities (including long-term) decreased by $29 million. At December 31, 2020, accounts receivable were $143 million, a decrease of $44 million from September 30, 2020 and accounts payable were $133 million. The decrease in cash, restricted cash, and marketable securities (including long-term) and accounts receivable were offset by an increase in inventory of $63 million in the quarter and decrease in accounts payable.

Fourth Quarter 2020 Highlights - Non-GAAP

All figures refer to the quarter ended December 31, 2020, unless otherwise noted. All comparisons are to the year ended December 31, 2019 as restated per the 10-K/A filed on February 25, 2021, unless otherwise noted. Adjusted amounts reflect the allocation of the BTC benefits for the period in which the gallons were sold (shown in the table above).

The table below summarizes REG's financial results for the fourth quarter of 2020, as adjusted in order to reflect the allocation of the BTC benefits for the period in which associated gallons were sold.

REG Q4 2020 Results

(dollars and gallons in thousands)

 

Q4 2020

 

Q4 2019

 

Y/Y Change

 

 

 

 

 

 

Market Data

 

 

 

 

 

HOBO + 1.5xRIN average price per gallon

$

0.87

 

 

$

1.44

 

 

(39.6

)%

 

 

 

 

 

 

BTC Allocated to Period Earned - Non-GAAP(1)

 

 

 

 

 

Total revenues

$

547,928

 

 

$

570,566

 

 

(4.0

)%

Risk management loss(2)

$

(19,322

)

 

$

(3,774

)

 

N/M

 

Operating income

$

30,820

 

 

$

51,878

 

 

(40.6

)%

Net income from continuing operations available to common stockholders

$

26,685

 

 

$

49,216

 

 

(45.8

)%

Adjusted EBITDA

$

46,258

 

 

$

63,542

 

 

(27.2

)%

(1)

BTC benefits are allocated to the respective periods when associated gallons were sold for 2019.

(2)

Risk management loss is a GAAP measure.

Revenues after allocating the BTC to the period in which the gallons were sold were down 4%, primarily due to the 34% decrease in ULSD prices. Separated RIN sales increased $30 million resulting from higher average D4 RIN prices and more RINs sold and improved product sales mix driven by reduced sales of petroleum diesel and higher sales volumes of self-produced biodiesel.

Operating income as adjusted was $31 million, a decrease of $21 million resulting mainly from the lower HOBO + 1.5x RIN spread, as well as increased risk management losses. This decrease was partially offset by the increase in Separated RIN sales and improved product mix.

Net income available to common stockholders as adjusted was $27 million compared to a net income of $49 million in 2019. Adjusted EBITDA was $46 million compared to $64 million in Q4 2019, all as a result of the same factors as those described above for operating income.

Full Year 2020 Results

All figures refer to the year ended December 31, 2020, unless otherwise noted. All comparisons are to the year ended December 31, 2019 as restated per the 10-K/A filed on February 25, 2021, unless otherwise noted.

REG 2020 Results
(dollars and gallons in thousands, except per gallon data)

 

2020

 

2019

 

Y/Y Change

Market Data

 

 

 

 

 

B100 (Chicago SME) average price per gallon

$

3.04

 

$

2.78

 

 

9.4

%

NYMEX ULSD average price per gallon

$

1.25

 

$

1.94

 

 

(35.6

)%

D4 RIN average price per credit

$

0.64

 

$

0.47

 

 

36.2

%

CBOT Soybean oil average price per gallon

$

2.34

 

$

2.20

 

 

6.4

%

HOBO + 1.5xRIN average price per gallon

$

0.86

 

$

1.46

 

 

(41.1

)%

 

 

 

 

 

 

Gallons sold

 

650,509

 

 

700,273

 

 

(7.1

)%

 

 

 

 

 

 

GAAP (1)

 

 

 

 

 

Total revenues

$

2,137,148

 

$

2,625,216

 

 

(18.6

)%

Risk management gain (loss)

$

36,931

 

$

(28,898

)

 

N/M

 

Operating income

$

126,853

 

$

383,475

 

 

(66.9

)%

Net income from continuing operations available to common stockholders

$

120,415

 

$

364,257

 

 

(66.9

)%

(1)

GAAP results in 2019 reflect recognition in Q4 2019 of $491 million BTC benefits to revenue earned in 2018 and 2019.

REG sold 651 million total gallons, a decrease of 7% compared to 700 million gallons in 2019. The decrease in gallons sold is mostly attributable to intentional decreases in lower margin product lines, including petroleum diesel, down 49 million gallons, and third party North American biodiesel, down 16 million gallons. These decreases were partially offset by gains in the Company's North American biodiesel business, up 10 million gallons, and European business, as European renewable diesel and biodiesel sales increased by 5 million and 5 million gallons respectively. These changes are partially a result of the Company's increased biodiesel blending strategy.

REG produced a company record high of 519 million gallons, compared to 495 million gallons in 2019. Both North American and European biodiesel production increased, 5% and 7%, respectively. Production at the Company's renewable diesel refinery increased 2% to 87 million gallons.

Revenues were $2.1 billion, a decrease of $488 million, or 19%. The largest drivers of the decrease were the GAAP recognition of all the 2018 and 2019 BTC net benefit to revenue of $491 million in the fourth quarter of 2019 and lower volumes. In addition, revenue was impacted by a 36% decrease in ULSD prices year over year. This was partially offset by the improved product mix driven by lower petroleum volumes and higher volumes of self-produced biodiesel, a $31 million increase in Separated RIN sales, and a $25 million increase in LCFS revenue.

Gross profit was $268 million, or 13% of revenues, compared to gross profit of $514 million, or 20% of revenues. The decline in gross profit as a percentage of revenue was mainly driven by GAAP recognition of all of the 2018 and 2019 net BTC benefit in the fourth quarter of 2019. The HOBO + 1.5x RIN spread was down 41% year-over-year. NYMEX ULSD decreased 36% and average D4 RIN prices increased, while weighted average feedstock cost per gallon produced increased $0.14. The margin challenges were partially offset by the improved product mix, $66 million positive impact from risk management and the increase in gross profit from both Separated RINs and LCFS credits.

Operating income was $127 million compared to $383 million for the full-year 2019, driven by the same factors as those described above for gross profit.

Net income from continuing operations available to common stockholders was $120 million, or $2.76 per share on a fully diluted basis for 2020, compared to $364 million, or $8.61 per share on a fully diluted basis for 2019.

Full Year 2020 Highlights - Non-GAAP

All figures refer to the year ended December 31, 2020, unless otherwise noted. All comparisons are to the year ended December 31, 2019 as restated per the 10-K/A filed on February 25, 2021, unless otherwise noted. Adjusted amounts reflect the allocation of the BTC benefits for the period in which the gallons were sold (shown in the table above).

The table below summarizes REG's financial results for 2020, as reported and as adjusted to reflect allocation of the BTC benefits for the period in which the gallons were sold.

REG 2020 Results
(dollars and gallons in thousands, except per gallon data)

 

2020

 

2019

 

Y/Y Change

Market Data

 

 

 

 

 

HOBO + 1.5xRIN average price per gallon

$

0.86

 

$

1.46

 

 

(41.1

)%

 

 

 

 

 

 

BTC Allocated to Period Earned - Non GAAP(1)

 

 

 

 

 

Total revenues

$

2,137,148

 

$

2,397,355

 

 

(10.9

)%

Risk management gain (loss)(2)

$

36,931

 

$

(28,898

)

 

N/M

 

Operating income

$

126,853

 

$

154,432

 

 

(17.9

)%

Net income from continuing operations available to common stockholders

$

120,415

 

$

140,281

 

 

(14.2

)%

Adjusted EBITDA

$

195,836

 

$

211,279

 

 

(7.3

)%

(1)

BTC benefits are allocated to the respective periods when associated gallons were sold.

(2)

Risk management gain (loss) is a GAAP measure.

Revenues after allocating the BTC to the period in which the gallons were sold decreased 11%, primarily due to the 36% decrease in ULSD prices and lower volume. The decrease in ULSD prices was partially offset by an increase in European biodiesel and European renewable diesel revenue from higher volume, improved product mix driven by lower petroleum volumes and higher volumes of self-produced biodiesel, a $31 million increase in Separated RIN sales and a $25 million increase in LCFS revenue.

Operating income as adjusted was $127 million, a decrease of $28 million resulting mainly from the lower HOBO + 1.5xRIN spread. This decrease was partially offset by increases in risk management and the increase in gross profit for separated RINs.

Net income available to common stockholders as adjusted was $120 million compared to a net income of $140 million in 2019. Adjusted EBITDA was $196 million compared to $211 million in 2019. The Company's Adjusted EBITDA margins were 9.2% and 8.0% for 2020 and 2019, respectively. These changes occurred as a result of the same factors as those described above for operating income.

REG Annual Results Summary
(dollars and gallons in thousands except per gallon data)

 

1Q (restated)

 

2Q (restated)

 

3Q (restated)

 

4Q

 

Year

Gallons sold 2020

139,771

 

 

183,160

 

 

176,219

 

 

151,359

 

 

650,509

 

Gallons sold 2019

162,452

 

 

197,377

 

 

187,531

 

 

152,913

 

 

700,273

 

Y/Y Change

(14.0)

%

 

(7.2)

%

 

(6.0)

%

 

(1.0)

%

 

(7.1)

%

 

 

 

 

 

 

 

 

 

 

Total revenues 2020

$

472,957

 

 

$

543,905

 

 

$

572,358

 

 

$

547,928

 

 

$

2,137,148

 

Total revenues 2019

$

478,209

 

 

$

560,643

 

 

$

584,372

 

 

$

1,001,992

 

 

$

2,625,216

 

Y/Y Change

(1.1)

%

 

(3.0)

%

 

(2.1)

%

 

(45.3)

%

 

(18.6)

%

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations available to common stockholders 2020

$

73,158

 

 

$

(1,685)

 

 

$

22,223

 

 

$

26,685

 

 

$

120,415

 

Net income (loss) from continuing operations available to common stockholders 2019

$

(41,652)

 

 

$

(57,900)

 

 

$

(14,018)

 

 

$

476,439

 

 

$

364,257

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA 2020, including BTC allocation (1)

$

88,730

 

 

$

6,161

 

 

$

54,687

 

 

$

46,258

 

 

$

195,836

 

Adjusted EBITDA 2019, including BTC allocation (1)

$

27,955

 

 

$

33,811

 

 

$

85,971

 

 

$

63,542

 

 

$

211,279

 

Y/Y Change

217.4

%

 

(81.8)

%

 

(36.4)

%

 

(27.2)

%

 

(7.3)

%

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA including BTC allocation margin 2020 (1)

18.8

%

 

1.1

%

 

9.6

%

 

8.4

%

 

9.2

%

Adjusted EBITDA including BTC allocation margin 2019 (1) (2)

5.8

%

 

6.0

%

 

14.7

%

 

6.3

%

 

8.0

%

(1)

See Adjusted EBITDA Reconciliation below.

(2)

Adjusted EBITDA margin represents Adjusted EBITDA including BTC allocation divided by Total Revenues.

Reconciliation of Non - GAAP Measures

The Company uses earnings before interest, taxes, depreciation and amortization, adjusted for certain additional items, identified in the table below, or Adjusted EBITDA, as a supplemental performance measure. Adjusted EBITDA is presented in order to assist investors in analyzing performance across reporting periods on a consistent basis by excluding items that are not believed to be indicative of core operating performance.


Contacts

Renewable Energy Group
Todd Robinson
Interim Chief Financial Officer
+1 (515) 239-8048
This email address is being protected from spambots. You need JavaScript enabled to view it.


Read full story here

HOUSTON--(BUSINESS WIRE)--Ranger Energy Services, Inc. (NYSE: RNGR) (“Ranger” or the “Company”) announced today its results for its fiscal quarter ended December 31, 2020.


  • Overall revenues improved 20%, or $7 million vs Q3
  • High Spec Rig revenues grew 50% on increased utilization and pricing strength
  • Despite 2020’s challenges, Ranger returned $26 million of operating cash flow across the year while reducing long-term debt by nearly 50%

Consolidated Financial Highlights

Revenues increased $6.9 million, or 20%, to $41.5 million in Q4, from $34.6 million in Q3. Revenue increases took place in the High Specification Rigs segment.

Net loss increased $1.0 million, from a net loss of $5.7 million in Q3, to a net loss of $6.7 million in Q4. The increase in the net loss was largely driven by increased cost of services.

Adjusted EBITDA1 decreased $1.2 million from $4.4 million in Q3 to $3.2 million in Q4. The current quarter’s $3.2 million of EBITDA is inclusive of $1.3 million of make-ready expenses for 18 rigs associated with deployments for our highest tier customers.

CEO Comments

"After two straight quarters of severely depressed activity, Q4 marked the first real signs of an industry turnaround. Commodity prices have responded to the rollout of COVID-19 vaccines, global energy demand is improving and a stronger commitment to capital discipline by U.S. shale operators is emerging.

I am proud of the fact that during the 2020 downturn Ranger remained committed to our long-term strategies of driving efficiencies, cost management, safety and service, as we high graded our client list. It is these efforts that allowed us to generate significant, positive EBITDA each quarter through this challenging year and further decrease our modest amount of long-term debt by nearly 50%, while significantly increasing our blue-chip customer market share.

Our fourth quarter High Specification Rig results are tangible examples of the improving industry dynamics and Ranger’s current premium position in this recovering market. During the quarter we experienced a significantly higher demand for our rig services, with current activities focused on returning wells back online or maintaining production levels.

While we are pleased to see the health of our industry improving and our strategic efforts continuing to pay dividends, the speed of our activity ramp did lead to significant reactivation costs during the quarter.

These expenditures negatively impacted fourth quarter’s margins, but were one-time in nature as they were focused on the preparation of rigs for long-term top-tier clients and the hiring or reinstatement of a significant number of employees. Also, to a lesser extent, our High Spec Rig results were also impacted by customer consolidation and COVID-19 related interruptions. However, in spite of these negative impacts, we are pleased with this segment’s strong revenue and EBITDA growth.

Within our Completion & Other Services segment, our Permian wireline business experienced year-end budget exhaustion interruptions by a material customer in mid-November, and COVID-19 related delays on the startup of new simul-frac operations with another customer. Again, these issues are expected to be one-time in nature.

The current trends of the market are setting up for a much more favorable 2021. Oil prices and U.S. land drilling activity are up 30% and 15%, respectively, since the beginning of 2021. More operators are adopting simul-frac operations leading to greater completion intensity, and maintenance activity has started the year strong. But the key element for the improvement of the Oil Field Services ('OFS') space will be the ability to recapture some level of pricing. In order to achieve this, pricing discipline must return to the market and further OFS consolidation needs to occur, Ranger is committed to participating in both."

Business Segment Financial Results

High Specification Rigs

High Specification Rigs segment revenue increased by $7.2 million to $21.7 million in Q4 from $14.5 million in Q3 2020. The increase in revenues was driven by a 43% increase in rig hours to 43,100 hours in Q4 from 30,200 hours in Q3. The hourly average rig rate increased $23, or 5%, to $503 in Q4 from $480 in Q3 on customer mix shift.

Operating loss increased by $0.2 million to a loss of $2.6 million in Q4 from a loss of $2.4 million in Q3. Adjusted EBITDA increased 21%, or $0.5 million, to $2.9 million in Q4 from $2.4 million in Q3. The increase in operating losses was attributable to an increase in cost of services, including a loss on sale of equipment during the quarter. These increased costs were partially offset by increased revenues. Adjusted EBITDA benefited from the increased revenue which was only partially offset by the increased cost of services. Note that these results include $1.3 million of reactivation costs incurred during the quarter.

Completion and Other Services

Completion and Other Services segment revenue decreased by $0.3 million to $18.6 million in Q4 from $18.9 million in Q3 2020. The decrease was primarily attributable to the wireline business which saw some early year-end shut-downs on budget exhaustion along with ongoing pricing pressure.

Operating income decreased $0.5 million to income of $1.7 million in Q4 from income of $2.2 million in Q3. Adjusted EBITDA decreased 28%, or $1.4 million, to $3.6 million in Q4 from $5.0 million in Q3. The decrease in operating income and Adjusted EBITDA was driven by decreased revenues and increased cost of services, partially offset by a reduction in depreciation expense and was attributable to our wireline business.

Processing Solutions

Processing Solutions revenue remained flat at $1.2 million in Q4 and in Q3 2020.

Operating income decreased $0.1 million to income of $0.1 million in Q4 from income of $0.2 million in Q3. Adjusted EBITDA decreased 22%, or $0.2 million, to $0.7 million in Q4 from $0.9 million in Q3. The decrease in operating income and Adjusted EBITDA was driven by increased cost of services, partially offset by decreased depreciation expense.

Liquidity

We ended the quarter with $16.0 million of liquidity, consisting of $13.2 million of capacity available on our revolving credit facility and $2.8 million of cash. The Q4 cash ending balance of $2.8 million compares to $3.4 million at the end of Q3 2020.

Debt

We ended Q4 with aggregate net debt of $26.0 million, an increase of $1.6 million, as compared to $24.4 million at the end of Q3.

We had an outstanding draw on our revolving credit facility of $7.5 million at the end of Q4 compared to $3.0 million at the end of Q3. During the quarter, we borrowed $8.7 million under the credit facility, which was partially offset by aggregate payments of $4.2 million on the principal balance.

We had an outstanding balance on our term debt of $20.2 million at the end of Q3 and we made aggregate payments of $2.5 million during Q4, leaving a principal balance of $17.7 million at the end of Q4.

Conference Call

The Company will host a conference call to discuss its Q4 2020 results on February 26, 2021 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). To join the conference call from within the United States, participants may dial 1-833-255-2829. To join the conference call from outside of the United States, participants may dial 1-412-902-6710. When instructed, please ask the operator to join the Ranger Energy Services, Inc. call. Participants are encouraged to login to the webcast or dial in to the conference call approximately ten minutes prior to the start time. To listen via live webcast, please visit the Investor Relations section of the Company’s website, http://www.rangerenergy.com.

An audio replay of the conference call will be available shortly after the conclusion of the call and will remain available for approximately seven days. It can be accessed by dialing 1-877-344-7529 within the United States or 1-412-317-0088 outside of the United States. The conference call replay access code is 10150359. The replay will also be available in the Investor Resources section of the Company’s website shortly after the conclusion of the call and will remain available for approximately seven days.

About Ranger Energy Services, Inc.

Ranger is an independent provider of well service rigs and associated services in the United States, with a focus on unconventional horizontal well completion and production operations. Ranger also provides services necessary to bring and maintain a well on production. The Processing Solutions segment engages in the rental, installation, commissioning, start-up, operation and maintenance of MRUs, Natural Gas Liquid stabilizer and storage units and related equipment.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements represent Ranger’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Ranger’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Ranger does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Ranger to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in our filings with the Securities and Exchange Commission. The risk factors and other factors noted in Ranger’s filings with the SEC could cause its actual results to differ materially from those contained in any forward-looking statement.

RANGER ENERGY SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share amounts)

 

 

 

Three Months Ended

 

 

December 31, 2020

 

September 30, 2020

Revenues

 

 

 

 

High specification rigs

 

$

21.7

 

 

$

14.5

 

Completion and other services

 

 

18.6

 

 

 

18.9

 

Processing solutions

 

 

1.2

 

 

 

1.2

 

Total revenues

 

 

41.5

 

 

 

34.6

 

 

 

 

 

 

Operating expenses

 

 

 

 

Cost of services (exclusive of depreciation and amortization):

 

 

 

 

High specification rigs

 

 

19.2

 

 

 

12.3

 

Completion and other services

 

 

14.7

 

 

 

14.0

 

Processing solutions

 

 

0.5

 

 

 

0.3

 

Total cost of services

 

 

34.4

 

 

 

26.6

 

General and administrative

 

 

4.9

 

 

 

4.6

 

Depreciation and amortization

 

 

8.2

 

 

 

8.4

 

Total operating expenses

 

 

47.5

 

 

 

39.6

 

 

 

 

 

 

Operating loss

 

 

(6.0

)

 

 

(5.0

)

 

 

 

 

 

Other expenses

 

 

 

 

Interest expense, net

 

 

0.7

 

 

 

0.8

 

Total other expenses

 

 

0.7

 

 

 

0.8

 

 

 

 

 

 

Loss before income tax expense

 

 

(6.7

)

 

 

(5.8

)

Tax benefit

 

 

 

 

 

(0.1

)

Net loss

 

 

(6.7

)

 

 

(5.7

)

Less: Net loss attributable to non-controlling interests

 

 

(3.0

)

 

 

(2.5

)

Net loss attributable to Ranger Energy Services, Inc.

 

$

(3.7

)

 

$

(3.2

)

 

 

 

 

 

Loss per common share

 

 

 

 

Basic

 

 

(0.43

)

 

 

(0.38

)

Diluted

 

 

(0.43

)

 

 

(0.38

)

Weighted average common shares outstanding

 

 

 

 

Basic

 

 

8,533,336

 

 

 

8,506,781

 

Diluted

 

 

8,533,336

 

 

 

8,506,781

 

RANGER ENERGY SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share amounts)

 

 

 

December 31, 2020

 

December 31, 2019

Assets

 

 

 

 

Cash and cash equivalents

 

$

2.8

 

 

$

6.9

 

Accounts receivable, net

 

 

25.9

 

 

 

41.5

 

Contract assets

 

 

1.1

 

 

 

1.2

 

Inventory

 

 

2.3

 

 

 

3.8

 

Prepaid expenses

 

 

3.6

 

 

 

5.3

 

Total current assets

 

 

35.7

 

 

 

58.7

 

 

 

 

 

 

Property and equipment, net

 

 

189.4

 

 

 

218.9

 

Intangible assets, net

 

 

8.5

 

 

 

9.3

 

Operating leases, right-of-use assets

 

 

5.8

 

 

 

6.5

 

Other assets

 

 

1.2

 

 

 

0.1

 

Total assets

 

$

240.6

 

 

$

293.5

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

Accounts payable

 

 

10.5

 

 

 

13.8

 

Accrued expenses

 

 

9.3

 

 

 

18.4

 

Finance lease obligations, current portion

 

 

2.5

 

 

 

5.1

 

Long-term debt, current portion

 

 

10.0

 

 

 

15.8

 

Other current liabilities

 

 

0.7

 

 

 

2.0

 

Total current liabilities

 

 

33.0

 

 

 

55.1

 

 

 

 

 

 

Operating leases, right-of-use obligations

 

 

5.2

 

 

 

4.5

 

Finance lease obligations

 

 

1.3

 

 

 

3.6

 

Long-term debt, net

 

 

14.5

 

 

 

26.6

 

Other long-term liabilities

 

 

1.8

 

 

 

0.7

 

Total liabilities

 

$

55.8

 

 

$

90.5

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued or outstanding as of December 31, 2020 and 2019

 

 

 

 

 

 

Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 9,093,743 shares issued and 8,541,915 shares outstanding as of December 31, 2020; 8,839,788 shares issued and 8,725,851 shares outstanding as of December 31, 2019

 

 

0.1

 

 

 

0.1

 

Class B Common Stock, $0.01 par value, 100,000,000 shares authorized; 6,866,154 shares issued and outstanding as of December 31, 2020 and 2019

 

 

0.1

 

 

 

0.1

 

Less: Class A Common Stock held in treasury, at cost; 551,828 treasury shares as of December 31, 2020 and 113,937 treasury shares as of December 31, 2019

 

 

(3.8

)

 

 

(0.7

)

Accumulated deficit

 

 

(18.4

)

 

 

(8.1

)

Additional paid-in capital

 

 

123.9

 

 

 

121.8

 

Total controlling stockholders' equity

 

 

101.9

 

 

 

113.2

 

Noncontrolling interest

 

 

82.9

 

 

 

89.8

 

Total stockholders' equity

 

 

184.8

 

 

 

203.0

 

Total liabilities and stockholders' equity

 

$

240.6

 

 

$

293.5

 

 

RANGER ENERGY SERVICES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)

 

 

 

Year Ended

 

 

December 31, 2020

Cash Flows from Operating Activities

 

 

Net loss

 

$

(18.5

)

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

 

 

Depreciation and amortization

 

 

35.0

 

Equity based compensation

 

 

3.7

 

Gain on retirement of debt

 

 

(2.1

)

Other costs, net

 

 

2.6

 

Changes in operating assets and liabilities

 

 

Accounts receivable

 

 

15.6

 

Contract assets

 

 

0.1

 

Inventory

 

 

0.4

 

Prepaid expenses

 

 

1.7

 

Other assets

 

 

(1.1

)

Accounts payable

 

 

(3.3

)

Accrued expenses

 

 

(9.1

)

Operating lease, right-of-use obligation

 

 

(0.6

)

Other long-term liabilities

 

 

1.1

 

Net cash provided by operating activities

 

 

25.5

 

 

 

 

Cash Flows from Investing Activities

 

 

Purchase of property and equipment

 

 

(7.2

)

Proceeds from disposal of property and equipment

 

 

1.8

 

Net cash used in investing activities

 

 

(5.4

)

 

 

 

Cash Flows from Financing Activities

 

 

Borrowings under Credit Facility

 

 

44.6

 

Principal payments on Credit Facility

 

 

(47.1

)

Principal payments on Encina Master Financing Agreement

 

 

(10.0

)

Principal payments on ESCO Note Payable

 

 

(3.6

)

Principal payments on financing lease obligations

 

 

(4.7

)

Repurchase of Class A Common Stock

 

 

(3.1

)

Shares withheld on equity transactions

 

 

(0.3

)

Net cash used in financing activities

 

 

(24.2

)

 

 

 

Decrease in Cash and Cash equivalents

 

 

(4.1

)

Cash and Cash Equivalents, Beginning of Year

 

 

6.9

 

Cash and Cash Equivalents, End of Year

 

$

2.8

 

 

 

 

Supplemental Cash Flows Information

 

 

Interest paid

 

$

2.9

 

Supplemental Disclosure of Non-cash Investing and Financing Activity

 

 

Capital expenditures

 

$

0.1

 

Additions to fixed assets through financing leases

 

$

(1.0

)

Early termination of financing leases

 

$

1.3

 

RANGER ENERGY SERVICES, INC.
SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES
(UNAUDITED)

Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. We define Adjusted EBITDA as net income or loss before net interest expense, income tax provision or benefit, depreciation and amortization, equity-based compensation, acquisition-related, severance and reorganization costs, gain or loss on disposal of assets, and certain other non-cash and certain items that we do not view as indicative of our ongoing performance.

We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income or loss in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net loss determined in accordance with U.S. GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from Adjusted EBITDA. Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. The following table presents reconciliations of net income or loss, our most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, to Adjusted EBITDA.

The following tables are a reconciliation of net income or loss to Adjusted EBITDA for the three months ended December 31, 2020 and September 30, 2020, in millions:

 

Three Months Ended December 31, 2020

 

High
Specification
Rigs

 

Completion
and Other
Services

 

Processing
Solutions

Other

 

Total

 

(in millions)

Net income (loss)

$

(2.6

)

 

$

1.7

 

 

$

0.1

 

$

(5.9

)

 

$

(6.7

)

Interest expense, net

 

 

 

 

 

 

 

 

 

0.7

 

 

 

0.7

 

Tax expense (benefit)

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

5.1

 

 

 

2.2

 

 

 

0.6

 

 

0.3

 

 

 

8.2

 

EBITDA

 

2.5

 

 

 

3.9

 

 

 

0.7

 

 

(4.9

)

 

 

2.2

 

Equity based compensation

 

 

 

 

 

 

 

 

 

0.9

 

 

 

0.9

 

Severance and reorganization costs

 

 

 

 

 

 

 

 

 

 

 

 

 

(Gain) loss on disposal of property and equipment

 

0.4

 

 

 

(0.3

)

 

 

 

 

 

 

 

0.1

 

Adjusted EBITDA

$

2.9

 

 

$

3.6

 

 

$

0.7

 

$

(4.0

)

 

$

3.2

 

 

 

 

Three Months Ended September 30, 2020

 

 

High
Specification
Rigs

Completion
and Other
Services

Processing
Solutions

Other

Total

 

 

(in millions)

Net income (loss)

 

$

(2.4

)

 

$

2.2

 

 

$

0.2

 

$

(5.7

)

 

$

(5.7

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

0.8

 

 

 

0.8

 

Tax expense (benefit)

 

 

 

 

 

 

 

 

 

 

(0.1

)

 

 

(0.1

)

Depreciation and amortization

 

 

4.6

 

 

 

2.7

 

 

 

0.7

 

 

0.4

 

 

 

8.4

 

EBITDA

 

 

2.2

 

 

 

4.9

 

 

 

0.9

 

 

(4.6

)

 

 

3.4

 

Equity based compensation

 

 

 

 

 

 

 

 

 

 

1.1

 

 

 

1.1

 

Severance and reorganization costs

 

 

 

 

 

 

 

 

 

 

(0.4

)

 

 

(0.4

)

(Gain) loss on disposal of property and equipment

 

 

0.2

 

 

 

0.1

 

 

 

 

 

 

 

 

0.3

 

Adjusted EBITDA

 

$

2.4

 

 

$

5.0

 

 

$

0.9

 

$

(3.9

)

 

$

4.4

 

 

 


Contacts

Company Contact:
J. Brandon Blossman
Chief Financial Officer
(713) 935-8900
This email address is being protected from spambots. You need JavaScript enabled to view it.

Net Loss of $7.2 Million and Net Loss Per Share of Common Stock Attributable to Common Stockholders of $0.42 for the 2020 Fourth Quarter

Adjusted EBITDA Increased 36.1% for the 2020 Fourth Quarter Over Prior Year Period

Adjusted EBITDAR Increased 9.6% for the 2020 Fourth Quarter Over Prior Year Period

WESTLAKE, Ohio--(BUSINESS WIRE)--TravelCenters of America Inc. (Nasdaq: TA) today announced financial results for the three months and year ended December 31, 2020.


Jonathan M. Pertchik, TA's CEO, made the following statement regarding the 2020 fourth quarter results:

"The COVID-19 pandemic continues to have an extensive impact on demand and our operations; however, through our mission to 'Return every traveler to the road better than they came', the early effectiveness of our Transformation Plan and our discipline around managing expenses, we were able to deliver improved operating results in the fourth quarter. We reduced our adjusted net loss by $2.1 million and posted a $7.2 million, or 36.1%, improvement in adjusted EBITDA and a $7.9 million, or 9.6%, improvement in adjusted EBITDAR over the prior year fourth quarter.

"Our continued focus on our fleet customers drove a 16.2% increase in diesel fuel sales volume over the prior year fourth quarter, although our adjusted fuel gross margin, which excludes the federal biodiesel blenders' tax credit recognized during 2020 and December 2019, was down 8.8% due to lower gasoline sales volume as a result of reduced four wheel traffic and low volatility in the diesel fuel wholesale market, which unfavorably impacted fuel gross margin per gallon. Additionally, the 2020 fourth quarter was impacted by diesel fuel gross margin market volatility and headwinds which also impacted the quarter results, and may continue to create challenges going forward. Nonetheless, our enhanced leadership has demonstrated its ability to effectively execute through challenging times caused by COVID-19 pandemic.

"Total nonfuel revenues decreased 1.0% over the prior year period driven almost entirely by a decline in revenues at our full service restaurants, many of which remain closed due to governmental mandates and our own precautions taken in response to the COVID-19 pandemic. Excluding full service restaurants, total nonfuel revenues improved 7.1% over the prior year due to solid improvements in our store and retail services and truck service departments, as well as a significant improvement in revenues from diesel exhaust fluid. Our sound discipline in managing expenses, resulted in decreases of 8.7% and 4.5% in site level operating expense and selling, general and administrative expense, respectively, were primary factors in delivering improved quarter over quarter results.

"Looking ahead, while fuel gross margin headwinds may persist, we are extremely excited about our 2021 capital expenditures plans that focus on both remediation and growth on top of the operational improvements we have implemented. We expect to target a 15% to 20% cash on cash return for those capital expenditures related to growth initiatives. Equally as exciting are our burgeoning plans in the area of alternative energy, where we are moving toward onboarding dedicated leadership and finalizing a clear strategy going forward that we expect may include meaningful collaborations and ventures. This is a challenging, yet exciting and opportune time at TA."

Reconciliations to GAAP:

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

Fourth Quarter 2020 Highlights:

  • Cash and cash equivalents of $483.2 million and availability under TA's revolving credit facility of $70.0 million for total liquidity of $553.2 million as of December 31, 2020.
  • The following table presents detailed results for TA's fuel sales for the 2020 and 2019 fourth quarters.

(in thousands, except per gallon amounts)

Three Months Ended
December 31,

 

 

2020

 

2019

 

Change

Fuel sales volume (gallons):

 

 

 

 

 

Diesel fuel

492,674

 

 

423,943

 

 

16.2

%

Gasoline

63,246

 

 

73,259

 

 

(13.7)

%

Total fuel sales volume

555,920

 

 

497,202

 

 

11.8

%

 

 

 

 

 

 

Fuel gross margin

$

79,374

 

 

$

147,691

 

 

(46.3)

%

Adjusted fuel gross margin(1)

70,641

 

 

77,462

 

 

(8.8)

%

Fuel gross margin per gallon

$

0.143

 

 

$

0.297

 

 

(51.9)

%

Adjusted fuel gross margin per gallon(1)

0.127

 

 

0.156

 

 

(18.6)

%

(1)

 

In December 2019, the U.S. government retroactively reinstated the federal biodiesel blenders' tax credit for 2018 and 2019. The 2020 and 2019 fourth quarter amounts exclude $8.7 million and $70.2 million, respectively, of benefits recognized from the federal biodiesel blenders' tax credit. See the reconciliations from fuel gross margin to adjusted fuel gross margin and fuel gross margin per gallon to adjusted fuel gross margin per gallon in the supplemental tables below.

  • The following table presents detailed results for TA's nonfuel revenues for the 2020 and 2019 fourth quarters.

(in thousands)

Three Months Ended
December 31,

 

 

2020

 

2019

 

Change

Nonfuel revenues:

 

 

 

 

 

Store and retail services

$

171,346

 

 

$

161,237

 

 

6.3

%

Truck service

166,263

 

 

153,147

 

 

8.6

%

Restaurant

75,156

 

 

107,951

 

 

(30.4)

%

Diesel exhaust fluid

29,979

 

 

24,767

 

 

21.0

%

Total nonfuel revenues

$

442,744

 

 

$

447,102

 

 

(1.0)

%

 

 

 

 

 

 

Nonfuel gross margin

$

270,137

 

 

$

274,035

 

 

(1.4)

%

Nonfuel gross margin percentage

61.0

%

 

61.3

%

 

(30)

pts

  • Adjusted fuel gross margin and nonfuel revenues of $513.4 million decreased $11.2 million, or 2.1%, as compared to the prior year period.
  • Net loss of $7.2 million decreased $50.3 million, or 116.6%, and adjusted net loss of $5.1 million improved $2.1 million, or 29.4%, as compared to the prior year period.
  • Adjusted EBITDA of $27.0 million increased $7.2 million, or 36.1%, as compared to the prior year period.
  • Adjusted EBITDAR of $90.9 million increased $7.9 million, or 9.6%, as compared to the prior year period.
  • Adjusted EBITDAR margin increased to 17.7%, or 190 basis points, from 15.8% for the prior year period.

Term Loan Facility

On December 14, 2020, TA entered into a $200.0 million term loan facility, or the Term Loan Facility, which is secured by a pledge of all the equity interests of substantially all of TA's wholly owned subsidiaries and a pledge of substantially all of TA's other assets and the assets of such wholly-owned subsidiaries. TA expects to use the net proceeds from the Term Loan Facility for general business purposes, including the funding of deferred capital expenditures, updates to key information technology infrastructure and growth initiatives consistent with its Transformation Plan, as defined below.

QSL Business Sale

TA has entered an agreement to sell its Quaker Steak & Lube, or QSL, business, which includes 41 of its standalone restaurants, for approximately $5.0 million, excluding costs to sell and certain closing adjustments. As of December 31, 2020, TA classified the QSL business as held for sale, and as a result, recorded an impairment charge of $13.7 million in the 2020 fourth quarter. This sale is expected to close during the 2021 first quarter; however, it is subject to certain conditions. Accordingly, TA cannot be certain that it will complete this sale, that this sale will not be delayed or that the terms will not change.

Growth and Cost Control Strategies

TA has commenced numerous initiatives across its organization under the Transformation Plan, for the purpose of expanding its travel center network, improving and enhancing operational efficiencies and profitability and in support of its core mission to "Return every traveler to the road better than they came." TA believes these and certain other initiatives will expand its franchise base, increase diesel fuel and gasoline gross margin and fuel sales volume, increase market share in the truck service industry, improve merchandising and gross margin in store and retail services and improve operating effectiveness in its food service offerings while focusing on opportunities to continue to control costs in field operations.

On April 30, 2020, TA committed to and initiated the Reorganization Plan to improve the efficiency of its operations. As part of the Reorganization Plan, TA reduced its headcount and eliminated certain positions, which TA expects to result in approximately $13.1 million of net annual savings in selling, general and administrative expense. In addition, TA has made certain changes in its leadership and their roles and created both a corporate development team and a procurement team. The non-recurring costs of the Reorganization Plan were $4.3 million, which were comprised primarily of severance, outplacement services, stock based compensation expense associated with the accelerated vesting of previously granted stock awards for certain employees and fees for recruitment of certain executive positions. These costs, along with additional separation costs of $1.1 million recognized in the fourth quarter of 2020, were recognized in selling, general and administrative expense in TA's consolidated statements of operations and comprehensive (loss) income during the year ended December 31, 2020.

During the 2020 second quarter, TA commenced a strategic transformation consisting of numerous initiatives across its organization, including the Reorganization Plan, to enhance operations, strengthen its financial position, reduce costs and expand its nationwide network by increasing its franchising business, or the Transformation Plan. These initiatives included significant leadership appointments of qualified candidates who bring new and valuable experiences as well as initiative, critical skills and new visions and approaches to TA's business. Key among these initiatives was the creation of a centralized procurement group to drive economies of scale in pricing, increased leverage in vendor negotiations and ultimately lead to substantial purchasing savings and a streamlined operation. Other key initiatives are focused in areas of liquidity, identifying opportunities for realizing both costs savings and increased revenues, including merchandising in the convenience stores, internal distribution of merchandise delivery, truck repair training and staffing and information technology systems.

Since the beginning of 2019, TA has entered into franchise agreements covering 33 travel centers to be operated under TA's travel center brand names, including 21 new agreements in 2020. Four of these franchised travel centers began operations during 2019, 10 began operations during 2020, one began operations thus far in 2021 and TA anticipates the remaining 18 franchised travel centers will begin operations by the end of the 2022 first quarter.

As previously disclosed, on October 28, 2019, TA entered into a multi unit franchise agreement with IHOP Franchisor LLC, a subsidiary of IHOP®, or IHOP, to rebrand and convert up to 94 of its full service restaurants to IHOP restaurants. TA had opened one location before the COVID-19 pandemic and is now proceeding with the conversion of five additional locations at a cost of approximately $1.4 million per location, following a period of delay due to the COVID-19 pandemic in 2020. In addition, TA is carefully evaluating other opportunities to drive value within its full service restaurants.

TA's capital expenditures plan for 2021 contemplates aggregate investments in the range of $175.0 million to $200.0 million targeted towards improving and growing TA's core travel center business. The 2021 capital expenditures plan includes projects to upgrade TA's travel center locations and technology systems infrastructure as well as growth initiatives. Approximately half of TA's capital expenditure plan for 2021 is focused on growth initiatives that meet or exceed TA's 15% to 20% cash on cash return hurdle.

Importantly, TA is committed to embracing environmentally friendly sources of energy and is currently planning on expanding its biodiesel blending capabilities, as well as availability of diesel exhaust fluid at the pump. Moreover, TA intends to onboard dedicated internal resources, as well as create relationships within the supply, storage and distribution chain for non-fossil fuels. TA believes its large, irreplaceably well located sites and its focus as a pure supplier provide a unique opportunity to make both fossil and non-fossil fuels available as it determines the appropriate timeframes to do so.

Conference Call

On Friday, February 26, 2021, at 10:00 a.m. Eastern time, TA will host a conference call to discuss its financial results and other activities for the three months and year ended December 31, 2020. Following management's remarks, there will be a question and answer period.

The conference call telephone number is 877-329-4614. Participants calling from outside the United States and Canada should dial 412-317-5437. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available for about a week after the call. To hear the replay, dial 412-317-0088. The replay pass code is 10150721.

A live audio webcast of the conference call will also be available in a listen only mode on TA's website at www.ta-petro.com. To access the webcast, participants should visit TA's website about five minutes before the call. The archived webcast will be available for replay on TA's website for about one week after the call. The transcription, recording and retransmission in any way of TA's fourth quarter conference call is strictly prohibited without the prior written consent of TA. The Company's website is not incorporated as part of this press release.

About TravelCenters of America Inc.

TA's nationwide business includes travel centers located in 44 U.S. states and in Canada, standalone truck service facilities located in three states and standalone restaurants located in 12 states. TA's travel centers operate under the "TravelCenters of America," "TA," "TA Express," "Petro Stopping Centers" and "Petro" brand names and offer diesel fuel and gasoline, restaurants, truck repair services, travel/convenience stores and other services designed to provide attractive and efficient travel experiences to professional drivers and other motorists. TA's standalone truck service facilities operate under the "TA Truck Service" brand name. TA's standalone restaurants operate principally under the "Quaker Steak & Lube," or QSL, brand name.

TRAVELCENTERS OF AMERICA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

2020

 

2019

 

2020

 

2019

Revenues:

 

 

 

 

 

 

 

Fuel

$

840,104

 

 

$

1,071,577

 

 

$

3,084,323

 

 

$

4,247,069

 

Nonfuel

 

442,744

 

 

 

447,102

 

 

 

1,747,418

 

 

 

1,856,147

 

Rent and royalties from franchisees

 

3,814

 

 

 

3,532

 

 

 

14,296

 

 

 

14,143

 

Total revenues

 

1,286,662

 

 

 

1,522,211

 

 

 

4,846,037

 

 

 

6,117,359

 

 

 

 

 

 

 

 

 

Cost of goods sold (excluding depreciation):

 

 

 

 

 

 

 

Fuel

 

760,730

 

 

 

923,886

 

 

 

2,750,971

 

 

 

3,868,351

 

Nonfuel

 

172,607

 

 

 

173,067

 

 

 

685,391

 

 

 

726,418

 

Total cost of goods sold

 

933,337

 

 

 

1,096,953

 

 

 

3,436,362

 

 

 

4,594,769

 

 

 

 

 

 

 

 

 

Site level operating expense

 

214,379

 

 

 

234,705

 

 

 

870,329

 

 

 

943,810

 

Selling, general and administrative expense

 

36,867

 

 

 

38,624

 

 

 

145,038

 

 

 

155,474

 

Real estate rent expense

 

63,850

 

 

 

63,668

 

 

 

255,743

 

 

 

257,762

 

Depreciation and amortization expense

 

38,676

 

 

 

28,142

 

 

 

127,789

 

 

 

100,260

 

 

 

 

 

 

 

 

 

(Loss) income from operations

 

(447

)

 

 

60,119

 

 

 

10,776

 

 

 

65,284

 

 

 

 

 

 

 

 

 

Interest expense, net

 

8,415

 

 

 

7,094

 

 

 

30,479

 

 

 

28,356

 

Other expense (income), net

 

270

 

 

 

(1,250

)

 

 

1,379

 

 

 

(880

)

(Loss) income before income taxes

 

(9,132

)

 

 

54,275

 

 

 

(21,082

)

 

 

37,808

 

Benefit (provision) for income taxes

 

1,956

 

 

 

(11,158

)

 

 

6,178

 

 

 

(4,339

)

Net (loss) income

 

(7,176

)

 

 

43,117

 

 

 

(14,904

)

 

 

33,469

 

Less: net (loss) income for noncontrolling interest

 

(1,109

)

 

 

35

 

 

 

(1,005

)

 

 

124

 

Net (loss) income attributable to common stockholders

$

(6,067

)

 

$

43,082

 

 

$

(13,899

)

 

$

33,345

 

 

 

 

 

 

 

 

 

Net (loss) income per share of common stock attributable to common stockholders:

 

 

 

 

 

 

 

Basic and diluted

$

(0.42

)

 

$

5.29

 

 

$

(1.23

)

 

$

4.12

 

 

 

 

 

 

 

 

 

Weighted average vested shares of common shares

 

14,151

 

 

 

7,821

 

 

 

10,961

 

 

 

7,783

 

Weighted average unvested shares of common shares

 

304

 

 

 

326

 

 

 

344

 

 

 

316

 

These financial statements should be read in conjunction with TA's Annual Report on Form 10-K for the year ended December 31, 2020, to be filed with the U.S. Securities and Exchange Commission.

TRAVELCENTERS OF AMERICA INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, unless indicated otherwise)

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

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

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

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

TA excluded the federal biodiesel blenders' tax credit when calculating its adjusted non-GAAP financial measures. In December 2019, the U.S. government retroactively reinstated the federal biodiesel blenders' tax credit for 2018 and 2019, as well as approved the federal biodiesel blenders' tax credit through 2022. As a result, adjusted non-GAAP financial measures for the three months and year ended December 31, 2019, do not include the benefit of the federal biodiesel blenders' tax credit and excluding the benefit for the three months and year ended December 31 2020, allows investors to better compare TA's performance between periods.

TA believes that net (loss) income is the most directly comparable GAAP financial measure to adjusted net loss, EBITDA, adjusted EBITDA and adjusted EBITDAR; net (loss) income per share of common stock attributable to common stockholders is the most directly comparable GAAP financial measure to adjusted net loss per share of common stock attributable to common stockholders; fuel gross margin and nonfuel revenues are the most directly comparable GAAP financial measure to adjusted fuel gross margin and nonfuel revenues; and that fuel gross margin and fuel gross margin per gallon are the most directly comparable GAAP financial measures to adjusted fuel gross margin and adjusted fuel gross margin per gallon, respectively.

TRAVELCENTERS OF AMERICA INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, unless indicated otherwise)

The following tables present the reconciliations of the non-GAAP financial measures to the respective most directly comparable GAAP financial measures for the three months and years ended December 31, 2020 and 2019.

 

Three Months Ended
 December 31,

 

Year Ended
December 31,

Calculation of adjusted net loss:  

2020

 

2019

 

2020

 

2019

Net (loss) income

 

$

(7,176

)

 

$

43,117

 

 

$

(14,904

)

 

$

33,469

 

Add: QSL impairment(1)

 

 

13,715

 

 

 

 

 

 

13,715

 

 

 

 

Add: Asset write offs(2)

 

 

 

 

 

 

 

 

8,906

 

 

 

 

Add: Reorganization Plan and other separation costs(3)

 

 

1,076

 

 

 

 

 

 

5,364

 

 

 

 

Add: Field employee bonus expenses(4)

 

 

 

 

 

 

 

 

3,769

 

 

 

 

Add: Goodwill impairment(5)

 

 

 

 

 

 

 

 

3,046

 

 

 

 

Add: Executive officer retirement agreement expenses(6)

 

 

 

 

 

 

 

 

2,109

 

 

 

 

Add: Impairment of property and equipment(7)

 

 

 

 

 

2,369

 

 

 

6,574

 

 

 

2,369

 

Add: Impairment of operating lease assets(7)

 

 

 

 

 

579

 

 

 

1,262

 

 

 

579

 

Add: Costs of SVC transactions(8)

 

 

 

 

 

 

 

 

 

 

 

458

 

Less: Loyalty award expiration(9)

 

 

 

 

 

 

 

 

 

 

 

(2,911

)

Less: Employee retention tax credit(10)

 

 

(3,268

)

 

 

 

 

 

(3,268

)

 

 

 

Less: Federal biodiesel blenders' tax credit(11)

 

 

(8,733

)

 

 

(70,229

)

 

 

(29,521

)

 

 

(70,229

)

(Less) add: Net (loss) income tax impact(12)

 

 

(703

)

 

 

16,954

 

 

 

(3,013

)

 

 

17,572

 

Adjusted net loss

 

$

(5,089

)

 

$

(7,210

)

 

$

(5,961

)

 

$

(18,693

)

         
Calculation of adjusted net loss per share of common stock attributable to common stockholders  

Three Months Ended 
 December 31,

 

Year Ended
December 31,

(basic and diluted):  

2020

 

2019

 

2020

 

2019

Net (loss) income per share of common stock attributable to common stockholders (basic and diluted)

 

$

(0.42

)

 

$

5.29

 

 

$

(1.23

)

 

$

4.12

 

Add: QSL impairment(1)

 

 

0.95

 

 

 

 

 

 

1.21

 

 

 

 

Add: Asset write offs(2)

 

 

 

 

 

 

 

 

0.79

 

 

 

 

Add: Reorganization Plan and other separation costs(3)

 

 

0.07

 

 

 

 

 

 

0.47

 

 

 

 

Add: Field employee bonus expenses(4)

 

 

 

 

 

 

 

 

0.33

 

 

 

 

Add: Goodwill impairment(5)

 

 

 

 

 

 

 

 

0.27

 

 

 

 

Add: Executive officer retirement agreement expenses(6)

 

 

 

 

 

 

 

 

0.19

 

 

 

 

Add: Impairment of property and equipment(7)

 

 

 

 

 

0.29

 

 

 

0.58

 

 

 

0.29

 

Add: Impairment of operating lease assets(7)

 

 

 

 

 

0.07

 

 

 

0.11

 

 

 

0.07

 

Add: Costs of SVC transactions(8)

 

 

 

 

 

 

 

 

 

 

 

0.06

 

Less: Loyalty award expiration(9)

 

 

 

 

 

 

 

 

 

 

 

(0.36

)

Less: Employee retention tax credit(10)

 

 

(0.23

)

 

 

 

 

 

(0.29

)

 

 

 

Less: Federal biodiesel blenders' tax credit(11)

 

 

(0.60

)

 

 

(8.62

)

 

 

(2.61

)

 

 

(8.67

)

(Less) add: Net (loss) income tax impact(12)

 

 

(0.05

)

 

 

2.08

 

 

 

(0.26

)

 

 

2.17

 

Adjusted net loss per share of common stock attributable to common stockholders (basic and diluted)

 

$

(0.28

)

 

$

(0.89

)

 

$

(0.44

)

 

$

(2.32

)


Contacts

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


Read full story here

HOUSTON--(BUSINESS WIRE)--Cheniere Energy Partners, L.P. ("Cheniere Partners") (NYSE American: CQP) announced today that it has upsized and priced its previously announced offering of Senior Notes due 2031 (the "CQP 2031 Notes"). The principal amount of the offering has been increased from the initially announced $1.0 billion to $1.5 billion. The CQP 2031 Notes will bear interest at a rate of 4.00% per annum and will mature on March 1, 2031. The CQP 2031 Notes are priced at par, and the closing of the offering is expected to occur on March 11, 2021.

Cheniere Partners intends to use the proceeds from the offering (after deducting the initial purchasers’ discounts, estimated fees and expenses), together with cash on hand, to refinance all of Cheniere Partners’ outstanding senior notes due 2025 (the “CQP 2025 Notes”) and to pay fees and expenses in connection with the refinancing. This press release does not constitute an offer to purchase or a solicitation of an offer to sell the CQP 2025 Notes. The CQP 2031 Notes will rank pari passu in right of payment with the existing senior notes at Cheniere Partners, including the CQP 2025 Notes, the senior notes due 2026 and the senior notes due 2029.

The offer of the CQP 2031 Notes has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and the CQP 2031 Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains certain statements that may include “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, statements regarding Cheniere Partners’ business strategy, plans and objectives, including the use of proceeds from the offering. Although Cheniere Partners believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Cheniere Partners’ actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Cheniere Partners’ periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere Partners does not assume a duty to update these forward-looking statements.


Contacts

Cheniere Partners
Investors
Randy Bhatia 713-375-5479
Megan Light 713-375-5492
Media Relations
Eben Burnham-Snyder 713-375-5764
Jenna Palfrey 713-375-5491

MIAMI--(BUSINESS WIRE)--World Fuel Services Corporation (NYSE: INT)


Fourth-Quarter 2020 Highlights

  • Total gross profit of $165.2 million, down 42% year-over-year
  • GAAP net loss of $3.6 million, or $0.06 per diluted share
  • Adjusted net income of $1.1 million, or $0.02 per diluted share
  • Adjusted EBITDA of $44.6 million

Full Year 2020 Highlights

  • Total gross profit of $851.8 million, down 23% year-over-year
  • GAAP net income of $109.6 million, or $1.71 per diluted share
  • Adjusted net income of $73.6 million, or $1.15 per diluted share
  • Adjusted EBITDA of $261.4 million

“While the past year presented some of the most challenging conditions that our company and the market has ever experienced, our risk management capabilities and the resilience of our diversified business model has provided a number of near-term opportunities and our longer-term growth prospects remain strong,” stated Michael J. Kasbar, chairman and chief executive officer of World Fuel Services Corporation. “We are truly proud of our global team’s dedication and tenacity during this difficult time, delivering exceptional service to our customers in the midst of the global health and economic crisis.”

For the full year, our aviation segment generated gross profit of $352.9 million, a decrease of 36% year-over-year, driven by the decline in volume as a consequence of the depressed demand for air travel due to the coronavirus pandemic, together with a reduction in our government-related activity as a result of the drawdown of troops in Afghanistan. Our marine segment generated gross profit of $151.4 million, a decrease of 17% year-over-year, principally attributable to reduced global-economic activity as a result of the pandemic and lower average fuel prices throughout the year. Our land segment generated gross profit of $347.6 million, a decrease of 8% year-over-year, primarily due to the sale of our Multi Service business, coupled with a decline in our North American operations due to the pandemic and a reduction in government-related activity in Afghanistan.

“While the effects of COVID-19 significantly impacted our results this past year, we took swift action to reduce our costs to better align with current economic realities, mitigating the negative impact of the near-term decline in gross profit,” said Ira M. Birns, executive vice president and chief financial officer. “We also further strengthened our balance sheet by generating record operating cash flow, providing significant liquidity to fund organic growth as business activity accelerates and to make strategic investments in areas with the greatest opportunities for long-term growth and operating leverage.”

COVID-19 Update

The coronavirus pandemic has had a significant impact on the general global economy, including the aviation, land and marine transportation industries, where many of our customers have experienced a substantial decline in demand arising from efforts around the world to contain the spread of the virus. Commercial passenger airlines and cruise lines have been particularly impacted by the travel restrictions and stay-at-home orders, while various other customers in each of our segments have also been adversely affected by such restrictions, as well as the extended shutdown of various businesses and schools in affected regions.

As a result, we experienced a sharp decline in sales volume and profitability across our aviation, land and marine segments beginning in the second quarter of 2020, which persisted throughout the balance of the year. Demand showed some moderate improvement through the second half of 2020, however, our results remained well below pre-pandemic levels. Since the level of activity in our business and that of our customers has historically been driven by the level of economic activity globally, we generally expect these negative impacts to continue through 2021. Any subsequent recovery will be dependent on, among other things, further actions taken by governments and businesses to contain and combat the virus, the speed and effectiveness of vaccine development and distribution, as well as how quickly, and to what extent, normal economic and operating conditions can resume on a sustainable global basis.

In light of the significant impacts of the COVID-19 pandemic, we took a number of actions throughout 2020 to ensure the safety of our employees and other stakeholders and initiated a number of initiatives related to cost reduction, liquidity and operating efficiencies. The ultimate magnitude and duration of the adverse effects of the pandemic on our business will depend on the timing and extent to which the global economy, and our customers in the aviation, land and marine transportation industries in particular, recover from the health crisis and global economic downturn. However, we will continue to seek additional opportunities to further enhance our operating efficiencies, reduce costs and support our customers throughout this crisis and the eventual recovery.

Non-GAAP Financial Measures

This press release contains non-GAAP financial measures (collectively, the “Non-GAAP Measures”), including adjusted net income, adjusted diluted earnings per share, and adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Non-GAAP Measures exclude acquisition and divestiture related expenses, restructuring costs, impairments, gains or losses on the extinguishment of debt and gains or losses on business dispositions primarily because we do not believe they are reflective of our core operating results. These changes were made to facilitate the evaluation of our current operating performance and comparisons to our past operating performance.

We believe that the Non-GAAP Measures, when considered in conjunction with our financial information prepared in accordance with GAAP, are useful to investors to further aid in evaluating the ongoing financial performance of the Company and to provide greater transparency as supplemental information to our GAAP results.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. In addition, our presentation of the Non-GAAP Measures may not be comparable to the presentation of such metrics by other companies. Non-GAAP diluted earnings per common share is computed by dividing non-GAAP net income attributable to World Fuel Services and available to common shareholders by the sum of the weighted average number of shares of common stock, stock units, restricted stock entitled to dividends not subject to forfeiture and vested restricted stock units outstanding during the period and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued. Investors are encouraged to review the reconciliation of these Non-GAAP Measures to their most directly comparable GAAP financial measures in this press release and on our website.

Information Relating to Forward-Looking Statements

This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our beliefs and expectations with respect to the resilience of our business model providing near-term opportunities, our expectations regarding our longer-term growth prospects and our ability to fund organic growth and make strategic investments, as well as our expectations about our ability to seek additional opportunities to enhance operating efficiencies, reduce costs and the ultimate impact of the coronavirus pandemic on us. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in the Company’s Securities and Exchange Commission (“SEC”) filings, including the Company’s most recent Annual Report on Form 10-K filed with the SEC. Actual results may differ materially from any forward-looking statements due to risks and uncertainties, including, but not limited to: our ability to effectively manage the effects of the COVID-19 pandemic, the extent of the impact of the pandemic on ours and our customers' sales, profitability, operations and supply chains due to actions taken by governments and businesses to contain the virus, such as restrictions on travel, the speed and effectiveness of vaccine development and distribution, customer and counterparty creditworthiness and our ability to collect accounts receivable and settle derivative contracts, particularly for those customers most significantly impacted by the pandemic, sudden changes in the market price of fuel or extremely high or low fuel prices that continue for an extended period of time, the loss of, or reduced sales to a significant government customer, such as the North Atlantic Treaty Organization as a result of the ongoing troop withdrawal in Afghanistan, the availability of cash and sufficient liquidity to fund our working capital and strategic investment needs, adverse conditions in the markets or industries in which we or our customers and suppliers operate such as the current global economic environment as a result of the coronavirus pandemic, our failure to comply with restrictions and covenants in our senior revolving credit facility and our senior term loans, including our financial covenants, our ability to effectively utilize the proceeds from the sale of the Multi Service business and derive the expected benefits, our ability to manage the changes in supply and other market dynamics in the regions where we operate, our ability to successfully execute and achieve efficiencies, our ability to achieve the expected level of benefit from any restructuring activities and cost reduction initiatives, our ability to successfully implement our growth strategy and integrate acquired businesses and recognize the anticipated benefits, unanticipated tax liabilities or adverse results of tax audits, assessments, or disputes ,our ability to capitalize on new market opportunities, risks related to the complexity of U.S. Tax Cuts and Jobs Act and any subsequently issued regulations and our ability to accurately predict the impact on our effective tax rate and future earnings, our ability to effectively leverage technology and operating systems and realize the anticipated benefits, potential liabilities and the extent of any insurance coverage, actions that may be taken under the new administration in the U.S. that increase costs or otherwise negatively impact ours or our customers and suppliers businesses, the outcome of pending litigation and other proceedings, the impact of quarterly fluctuations in results, particularly as a result of seasonality, supply disruptions, border closures and other logistical difficulties that can arise when sourcing and delivering fuel in areas that are actively engaged in war or other military conflicts, our failure to effectively hedge certain financial risks associated with the use of derivatives, uninsured losses, the impact of climate change and natural disasters, adverse results in legal disputes, and other risks detailed from time to time in our SEC filings. In addition, other current or potential risks and uncertainties related to the coronavirus pandemic include, but are not limited to: disruptions resulting from office and facility closures, reductions in operating hours, and changes in operating procedures, including additional cleaning and disinfecting procedures, possible infections or quarantining of our employees which could impact our ability to service our customers or operate our business, notices from customers, suppliers and other third parties asserting force majeure or other bases for their non-performance, losses on hedging transactions with customers arising from the decline in fuel prices and their inability to benefit from the reduced cost of fuel due to substantial reductions in their operations, heightened risk of cybersecurity issues as digital technologies may become more vulnerable and experience a higher rate of cyber-attacks in a remote connectivity environment, reduction of our global workforce to adjust to market conditions, including increased costs associated with severance payments, retention issues, and an inability to hire employees when market conditions improve, the impact of asset impairments, including any impairment of the carrying value of our goodwill in our aviation and land segments, as well as other accounting charges if expected future demand for our products and services materially decreases, a structural shift in the global economy and its demand for fuel and related products and services as a result of changes in the way people work, travel and interact, or in connection with a global recession. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in expectations, future events, or otherwise, except as required by law.

About World Fuel Services Corporation

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

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

-- Some amounts in this press release may not add due to rounding. All percentages have been calculated using unrounded amounts --

 

WORLD FUEL SERVICES CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited - In millions, except per share data)

 

 

 

As of

 

 

December 31,

 

December 31,

 

 

2020

 

2019

Assets:

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

658.8

 

 

$

186.1

 

Accounts receivable, net of allowance for credit losses of $53.8 million and $35.5 million as of December 31, 2020 and 2019, respectively

 

1,238.4

 

 

2,891.9

 

Inventories

 

344.3

 

 

593.3

 

Prepaid expenses

 

51.1

 

 

80.6

 

Short-term derivative assets, net

 

66.4

 

 

59.5

 

Other current assets

 

280.4

 

 

358.8

 

Total current assets

 

2,639.3

 

 

4,170.1

 

Property and equipment, net

 

342.6

 

 

360.9

 

Goodwill

 

858.6

 

 

843.7

 

Identifiable intangible and other non-current assets

 

659.8

 

 

617.7

 

Total assets

 

$

4,500.3

 

 

$

5,992.4

 

Liabilities:

 

 

 

 

Current liabilities:

 

 

 

 

Current maturities of long-term debt

 

$

22.9

 

 

$

54.1

 

Accounts payable

 

1,214.7

 

 

2,602.7

 

Customer deposits

 

155.8

 

 

126.7

 

Accrued expenses and other current liabilities

 

290.6

 

 

378.9

 

Total current liabilities

 

1,684.0

 

 

3,162.4

 

Long-term debt

 

501.8

 

 

574.7

 

Non-current income tax liabilities, net

 

215.5

 

 

210.1

 

Other long-term liabilities

 

186.1

 

 

151.3

 

Total liabilities

 

2,587.4

 

 

4,098.5

 

Commitments and contingencies

 

 

 

 

Equity:

 

 

 

 

World Fuel shareholders' equity:

 

 

 

 

Preferred stock, $1.00 par value; 0.1 shares authorized, none issued

 

 

 

 

Common stock, $0.01 par value; 100.0 shares authorized, 62.9 and 65.2 issued and outstanding as of December 31, 2020 and 2019, respectively

 

0.6

 

 

0.7

 

Capital in excess of par value

 

204.6

 

 

274.7

 

Retained earnings

 

1,836.7

 

 

1,761.3

 

Accumulated other comprehensive loss

 

(132.6

)

 

(146.3

)

Total World Fuel shareholders' equity

 

1,909.3

 

 

1,890.4

 

Noncontrolling interest

 

3.6

 

 

3.5

 

Total equity

 

1,912.9

 

 

1,893.9

 

Total liabilities and equity

 

$

4,500.3

 

 

$

5,992.4

 

 

WORLD FUEL SERVICES CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited – In millions, except per share data)

 

 

 

For the Three Months Ended

 

For the Twelve Months Ended

 

 

December 31,

 

December 31,

 

 

2020

 

2019

 

2020

 

2019

Revenue

 

$

4,702.1

 

 

$

9,358.1

 

 

$

20,358.3

 

 

$

36,819.0

 

Cost of revenue

 

4,536.9

 

 

9,071.5

 

 

19,506.5

 

 

35,707.0

 

Gross profit

 

165.2

 

 

286.6

 

 

851.8

 

 

1,112.0

 

Operating expenses:

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

77.2

 

 

123.4

 

 

366.9

 

 

470.4

 

General and administrative

 

62.1

 

 

89.3

 

 

311.1

 

 

322.2

 

Asset impairments

 

7.0

 

 

 

 

25.6

 

 

 

Restructuring charges

 

2.6

 

 

13.4

 

 

10.3

 

 

19.7

 

 

 

148.8

 

 

226.1

 

 

714.0

 

 

812.3

 

Income from operations

 

16.4

 

 

60.5

 

 

137.9

 

 

299.7

 

Non-operating income (expenses), net:

 

 

 

 

 

 

 

 

Interest expense and other financing costs, net

 

(10.9

)

 

(14.8

)

 

(44.9

)

 

(73.9

)

Other income (expense), net

 

(6.2

)

 

11.8

 

 

68.8

 

 

11.5

 

 

 

(17.1

)

 

(3.0

)

 

23.9

 

 

(62.4

)

Income (loss) before income taxes

 

(0.7

)

 

57.5

 

 

161.7

 

 

237.3

 

Provision for income taxes

 

3.0

 

 

0.7

 

 

52.1

 

 

56.2

 

Net income (loss) including noncontrolling interest

 

(3.8

)

 

56.8

 

 

109.6

 

 

181.1

 

Net income (loss) attributable to noncontrolling interest

 

(0.2

)

 

0.3

 

 

0.1

 

 

2.2

 

Net income (loss) attributable to World Fuel

 

$

(3.6

)

 

$

56.5

 

 

$

109.6

 

 

$

178.9

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

(0.06

)

 

$

0.86

 

 

$

1.72

 

 

$

2.71

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares

 

63.4

 

 

65.3

 

 

63.7

 

 

66.1

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share

 

$

(0.06

)

 

$

0.86

 

 

$

1.71

 

 

$

2.69

 

 

 

 

 

 

 

 

 

 

Diluted weighted average common shares

 

63.4

 

 

65.9

 

 

64.0

 

 

66.5

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

Net income (loss) including noncontrolling interest

 

$

(3.8

)

 

$

56.8

 

 

$

109.6

 

 

$

181.1

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

26.8

 

 

25.5

 

 

13.8

 

 

8.2

 

Cash flow hedges, net of income tax benefit of $2.4 and benefit of $6.4 for the three months ended December 31, 2020 and 2019, respectively, and net of income tax benefit of $0.0 and benefit of $8.7 for the twelve months ended December 31, 2020 and 2019, respectively

 

(7.1

)

 

(18.7

)

 

(0.1

)

 

(25.5

)

Other comprehensive income (loss)

 

19.7

 

 

6.9

 

 

13.7

 

 

(17.3

)

Comprehensive income (loss) including noncontrolling interest

 

16.0

 

 

63.7

 

 

123.3

 

 

163.7

 

Comprehensive income (loss) attributable to noncontrolling interest

 

 

 

(1.2

)

 

 

 

(2.7

)

Comprehensive income (loss) attributable to World Fuel

 

$

16.0

 

 

$

64.8

 

 

$

123.3

 

 

$

166.5

 

 

WORLD FUEL SERVICES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - In millions)

 

 

 

For the Three Months Ended

 

For the Twelve Months Ended

 

 

December 31,

 

December 31,

 

 

2020

 

2019

 

2020

 

2019

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income (loss) including noncontrolling interest

 

$

(3.8

)

 

$

56.8

 

 

$

109.6

 

 

$

181.1

 

Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

19.5

 

 

23.2

 

 

85.8

 

 

87.4

 

Provision for bad debt

 

5.8

 

 

6.3

 

 

63.7

 

 

25.9

 

Share-based payment award compensation costs

 

(3.3

)

 

11.3

 

 

(0.9

)

 

23.6

 

Deferred income tax expense (benefit)

 

(6.5

)

 

1.9

 

 

(14.4

)

 

3.3

 

Restructuring charges

 

 

 

12.6

 

 

0.3

 

 

12.6

 

Foreign currency (gains) losses, net

 

0.5

 

 

11.3

 

 

0.6

 

 

10.8

 

Gain on sale of business

 

 

 

(13.9

)

 

(80.0

)

 

(13.9

)

Other

 

(10.2

)

 

(2.0

)

 

1.9

 

 

(1.8

)

Changes in assets and liabilities, net of acquisitions and divestitures:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

16.7

 

 

(185.3

)

 

1,300.3

 

 

(164.1

)

Inventories

 

(48.4

)

 

(7.8

)

 

251.0

 

 

(61.3

)

Prepaid expenses

 

5.5

 

 

(10.6

)

 

28.1

 

 

(17.8

)

Short-term derivative assets, net

 

61.4

 

 

4.8

 

 

(6.9

)

 

132.0

 

Other current assets

 

(9.2

)

 

5.6

 

 

63.2

 

 

(52.8

)

Cash collateral with counterparties

 

(1.7

)

 

(39.5

)

 

44.2

 

 

(42.7

)

Other non-current assets

 

(1.2

)

 

5.5

 

 

(8.7

)

 

33.6

 

Accounts payable

 

97.6

 

 

107.1

 

 

(1,223.9

)

 

143.7

 

Customer deposits

 

34.1

 

 

11.9

 

 

23.6

 

 

8.1

 

Accrued expenses and other current liabilities

 

(56.1

)

 

(32.1

)

 

(87.6

)

 

(91.9

)

Non-current income tax, net and other long-term liabilities

 

12.5

 

 

93.0

 

 

54.3

 

 

12.8

 

Total adjustments

 

117.3

 

 

3.3

 

 

494.5

 

 

47.7

 

Net cash provided by (used in) operating activities

 

113.5

 

 

60.1

 

 

604.1

 

 

228.8

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Acquisition of business, net of cash acquired

 

 

 

 

 

(128.6

)

 

 

Proceeds from sale of business, net of divested cash

 

(8.8

)

 

30.8

 

 

259.6

 

 

30.8

 

Capital expenditures

 

(5.8

)

 

(21.3

)

 

(51.3

)

 

(80.9

)

Other investing activities, net

 

0.6

 

 

(4.9

)

 

(6.9

)

 

(0.4

)

Net cash provided by (used in) investing activities

 

(14.0

)

 

4.6

 

 

72.8

 

 

(50.5

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Borrowings of debt

 

0.4

 

 

549.3

 

 

2,095.4

 

 

5,001.7

 

Repayments of debt

 

(4.6

)

 

(611.8

)

 

(2,207.4

)

 

(5,080.2

)

Dividends paid on common stock

 

(6.3

)

 

(6.5

)

 

(25.6

)

 

(21.1

)

Repurchases of common stock

 

(12.7

)

 

 

 

(68.3

)

 

(65.4

)

Other financing activities, net

 

(1.0

)

 

(32.8

)

 

(7.1

)

 

(39.9

)

Net cash provided by (used in) financing activities

 

(24.2

)

 

(101.8

)

 

(213.0

)

 

(204.9

)

Effect of exchange rate changes on cash and cash equivalents

 

10.8

 

 

4.8

 

 

8.8

 

 

1.0

 

Net increase (decrease) in cash and cash equivalents

 

86.0

 

 

(32.4

)

 

472.7

 

 

(25.6

)

Cash and cash equivalents, as of the beginning of the period

 

572.7

 

 

218.5

 

 

186.1

 

 

211.7

 

Cash and cash equivalents, as of the end of the period

 

$

658.8

 

 

$

186.1

 

 

$

658.8

 

 

$

186.1

 

 

 

 

 

 

 

 

 

 

 

WORLD FUEL SERVICES CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited - In millions, except per share data)

 

 

 

For the Three Months Ended

 

For the Twelve Months Ended

 

 

December 31,

 

December 31,

Non-GAAP financial measures and reconciliation:

 

2020

 

2019

 

2020

 

2019

Net income (loss) attributable to World Fuel

 

$

(3.6

)

 

$

56.5

 

 

$

109.6

 

 

$

178.9

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

0.5

 

Acquisition and divestiture related expenses

 

(0.9

)

 

1.4

 

 

1.8

 

 

2.4

 

Gains on sale of business

 

 

 

(13.9

)

 

(80.0

)

 

(13.9

)

Asset impairments

 

6.9

 

 

 

 

25.5

 

 

 

Restructuring charges

 

2.6

 

 

13.4

 

 

10.3

 

 

19.7

 

Income tax impacts

 

(4.0

)

 

(0.2

)

 

6.3

 

 

(2.0

)

Adjusted net income (loss) attributable to World Fuel

 

$

1.1

 

 

$

57.2

 

 

$

73.6

 

 

$

185.6

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per common share

 

$

(0.06

)

 

$

0.86

 

 

$

1.71

 

 

$

2.69

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

0.01

 

Acquisition and divestiture related expenses

 

(0.01

)

 

0.02

 

 

0.03

 

 

0.04

 

Gains on sale of business

 

 

 

(0.21

)

 

(1.25

)

 

(0.21

)

Asset impairments

 

0.11

 

 

 

 

0.40

 

 

 

Restructuring charges

 

0.04

 

 

0.20

 

 

0.16

 

 

0.30

 

Income tax impacts

 

(0.06

)

 

 

 

0.10

 

 

(0.03

)

Adjusted diluted earnings (loss) per common share

 

$

0.02

 

 

$

0.87

 

 

$

1.15

 

 

$

2.79

 

 

 

For the Three Months Ended

 

For the Twelve Months Ended

 

 

December 31,

 

December 31,

Non-GAAP financial measures and reconciliation:

 

2020

 

2019

 

2020

 

2019

Income from operations

 

$

16.4

 

 

$

60.5

 

 

$

137.9

 

 

$

299.7

 

Depreciation and amortization

 

19.5

 

 

23.2

 

 

85.8

 

 

87.4

 

Acquisition and divestiture related expenses

 

(0.9

)

 

1.4

 

 

1.8

 

 

2.4

 

Asset impairments

 

6.9

 

 

 

 

25.5

 

 

 

Restructuring charges

 

2.6

 

 

13.4

 

 

10.3

 

 

19.7

 

Adjusted EBITDA (1)

 

$

44.6

 

 

$

98.5

 

 

$

261.4

 

 

$

409.2

 

(1)

The Company defines adjusted EBITDA as income from operations, excluding the impact of depreciation and amortization, and items that are considered to be non-operational and not representative of our core business, including those associated with acquisition and divestiture related expenses, asset impairments, and restructuring charges.

 

WORLD FUEL SERVICES CORPORATION

BUSINESS SEGMENTS INFORMATION

(Unaudited - In millions)

 

 

 

For the Three Months Ended

 

For the Twelve Months Ended

 

 

December 31,

 

December 31,

Revenue:

 

2020

 

2019

 

2020

 

2019

Aviation segment

 

$

1,798.6

 

 

$

4,698.7

 

 

$

8,179.6

 

 

$

18,479.5

 

Land segment

 

1,714.3

 

 

2,568.5

 

 

6,663.1

 

 

10,280.9

 

Marine segment

 

1,189.3

 

 

2,090.8

 

 

5,515.7

 

 

8,058.5

 

 

 

$

4,702.1

 

 

$

9,358.1

 

 

$

20,358.3

 

 

$

36,819.0

 

Gross profit:

 

 

 

 

 

 

 

 

Aviation segment

 

$

70.3

 

 

$

139.8

 

 

$

352.9

 

 

$

551.6

 

Land segment

 

72.2

 

 

90.3

 

 

347.6

 

 

378.9

 

Marine segment

 

22.8

 

 

56.6

 

 

151.4

 

 

181.5

 

 

 

$

165.2

 

 

$

286.6

 

 

$

851.8

 

 

$

1,112.0

 

Income from operations:

 

 

 

 

 

 

 

 

Aviation segment

 

$

17.3

 

 

$

68.5

 

 

$

84.5

 

 

$

283.9

 

Land segment

 

18.4

 

 

8.8

 

 

72.6

 

 

55.0

 

Marine segment

 

3.1

 

 

22.9

 

 

58.5

 

 

67.1

 

 

 

38.8

 

 

100.2

 

 

215.6

 

 

406.1

 

Corporate overhead - unallocated

 

(22.4

)

 

(39.7

)

 

(77.8

)

 

(106.4

)

 

 

$

16.4

 

 

$

60.5

 

 

$

137.9

 

 

$

299.7

 


Contacts

World Fuel Services Corporation
Ira M Birns, 305-428-8000
Executive Vice President & Chief Financial Officer

Glenn Klevitz, 305-428-8000
Vice President, Treasurer & Investor Relations


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HOUSTON--(BUSINESS WIRE)--Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE American: CQP) announced today that it has amended its earlier announced tender offer and consent solicitation in respect of its 5.250% Notes due 2025 (the “Notes”) to eliminate the tender cap and extend the offer to purchase any and all of the outstanding $1,500,000,000 aggregate principal amount of the Notes. Cheniere Partners currently expects the early settlement date, if any, to occur on March 11, 2021.

In the tender offer, Cheniere Partners is offering to purchase any and all outstanding Notes upon the terms and conditions set forth in the related Offer to Purchase and Consent Solicitation Statement. In connection with the tender offer, Cheniere Partners is soliciting consents from holders of the Notes to amend the indenture with respect to the Notes to reduce the minimum notice period to optionally redeem the Notes (the “Proposed Amendment”). Holders of the Notes are urged to carefully read the Offer to Purchase and Consent Solicitation Statement, which sets forth a more detailed description of the tender offer, before making any decision with respect to the tender offer.

Holders who have already validly tendered (and not validly withdrawn) their Notes do not need to re-tender their Notes. The table below sets forth certain information regarding the Notes and the tender offer.

 

Series of

Notes

CUSIP

Numbers

Aggregate

Principal

Amount

Outstanding

Tender

Consideration(1)

Early

Tender

Premium(2)

Total

Consideration (1)(2)

 
 

5.250%

Notes due

2025

16411QAB7

U16353AA9

$1,500,000,000

$977.27

$50.00

$1,027.27

 

___________________

(1)

Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by Cheniere Partners. Excludes accrued and unpaid interest, which will be paid on Notes accepted for purchase by Cheniere Partners as described below.

(2)

Includes the $50.00 early tender premium for Notes validly tendered at or prior to the Early Tender Deadline (as defined below) (and not validly withdrawn) and accepted for purchase by us.

Cheniere Partners will not be obligated to accept for purchase any Notes pursuant to the tender offer unless certain conditions are satisfied or waived by Cheniere Partners, including (1) entry by Cheniere Partners at or prior to the Expiration Date (as defined below) (or Early Tender Deadline, if Cheniere Partners elects to have an early settlement) into a definitive contract providing for the receipt by Cheniere Partners, on terms satisfactory to it in its sole discretion subject to applicable law, of a minimum of $1,500,000,000 in gross proceeds from one or more debt financings and (2) the receipt by Cheniere Partners at or prior to the final settlement date (or early settlement date, if Cheniere Partners elects to have an early settlement) of a minimum of $1,500,000,000 in gross proceeds from one or more debt financings upon fulfillment of customary conditions. The tender offer is not conditioned on any minimum amount of Notes being tendered or receipt of requisite consents to adopt the proposed amendments. Subject to applicable law, Cheniere Partners may amend, extend or terminate the tender offer in its sole discretion.

The tender offer and consent solicitation is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase and Consent Solicitation Statement, dated February 25, 2021, as amended by this press release. Holders of the Notes are urged to carefully read the Offer to Purchase and Consent Solicitation Statement before making any decision with respect to the tender offer and consent solicitation.

The tender offer and consent solicitation will expire at 12:01 a.m., New York City time, on March 24, 2021, unless extended, earlier expired or terminated by Cheniere Partners (such time and date, as the same may be extended, earlier expired or terminated by Cheniere Partners in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered Notes may be withdrawn and consents delivered may be revoked at or prior to 5:00 p.m., New York City time, on March 10, 2021 by following the procedures in the Offer to Purchase and Consent Solicitation Statement, but may not thereafter be validly withdrawn and validly revoked, except as provided for in the Offer to Purchase and Consent Solicitation Statement or required by applicable law.

Holders of Notes must validly tender and not validly withdraw their Notes and validly deliver and not validly revoke their consents at or prior to 5:00 p.m., New York City time, on March 10, 2021 (such time and date, as the same may be extended by Cheniere Partners in its sole discretion, subject to applicable law, the “Early Tender Deadline”) in order to be eligible to receive the total consideration, which includes the early tender premium for the Notes of $1,027.27 per $1,000 principal amount of Notes tendered. Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the tender consideration, as set forth in the table above. Accrued and unpaid interest will be paid on all Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the applicable settlement date.

Cheniere Partners reserves the right, but is under no obligation, at any time after the Early Tender Deadline and before the Expiration Date, to accept for purchase Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Deadline on the early settlement date. If Cheniere Partners chooses to exercise its option to have an early settlement date, Cheniere Partners will purchase any remaining Notes that have been validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date, subject to all conditions to the tender offer having been satisfied or waived by Cheniere Partners, on a date following the Expiration Date. The final settlement date is expected to occur promptly following the Expiration Date, and is currently expected to occur on March 25, 2021, unless extended by Cheniere Partners. If Cheniere Partners chooses not to exercise its option to have an early settlement date, Cheniere Partners will purchase all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date, subject to all conditions to the tender offer having been satisfied or waived by Cheniere Partners, on the final settlement date. Tenders of Notes and delivery of consents submitted after the Expiration Date will not be valid.

Subsequent to the commencement of the tender offer and the consent solicitation and conditioned upon the receipt of the net proceeds from the Debt Financing and the lack of receipt of the requisite consents on or prior to the Early Tender Deadline, Cheniere Partners issued a notice of redemption for any Notes that remain outstanding following the consummation or termination of the tender offer and consent solicitation. Any such redemption will be made pursuant to the existing notice period provisions in the indenture and in accordance with the terms of the indenture, as supplemented, pursuant to which the Notes were issued, which provides for a redemption price equal to 102.625% plus accrued and unpaid interest thereon to the redemption date. In addition, assuming the execution and delivery of the supplemental indenture, Cheniere Partners currently intends, in accordance with the terms and conditions of the indenture, as may be amended as a result of the Proposed Amendment, to mail a notice of redemption to the holders of any outstanding Notes on the early settlement date, if any, although Cheniere Partners has no legal obligation to do so and the selection of any particular redemption date is in Cheniere Partners’ discretion. These statements shall not constitute a notice of any such redemptions under the indenture. Any such notice, if made, will only be made in accordance with the provisions of the indenture.

Cheniere Partners has retained J.P. Morgan Securities LLC to act as the dealer manager and solicitation agent and Ipreo LLC to act as the tender and information agent for the tender offer and consent solicitation. For additional information regarding the terms of the tender offer and consent solicitation, please contact J.P. Morgan Securities LLC collect at (212) 834-2045 or toll-free at (866) 834-4666. Requests for copies of the Offer to Purchase and Consent Solicitation Statement and questions regarding the tendering of notes and delivery of consents may be directed to Ipreo LLC at (212) 849-3880 (for banks and brokers) or (888) 593-9546 (all others, toll-free) or email This email address is being protected from spambots. You need JavaScript enabled to view it..

This press release is for informational purposes only and does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

None of Cheniere Partners, the tender and information agent, the dealer manager and solicitation agent or the trustee (nor any of their respective directors, officers, employees or affiliates) makes any recommendation as to whether holders should tender their Notes pursuant to the tender offer and deliver any related consents, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

Forward-Looking Statements

This press release contains certain statements that may include “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, statements regarding Cheniere Partners’ business strategy, plans and objectives, including statements regarding the intended conduct, timing and terms of the tender offer and consent solicitation, related financing plans and any future actions by Cheniere Partners in respect of the Notes. Although Cheniere Partners believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Cheniere Partners’ actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Cheniere Partners’ periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere Partners does not assume a duty to update these forward-looking statements.


Contacts

Cheniere Partners
Investors
Randy Bhatia 713-375-5479
Megan Light 713-375-5492
Media Relations
Eben Burnham-Snyder 713-375-5764
Jenna Palfrey 713-375-5491

HOUSTON--(BUSINESS WIRE)--PACIFIC COAST OIL TRUST (OTC Pink: ROYTL) (the “Trust”), a royalty trust formed by Pacific Coast Energy Company LP (“PCEC”), announced today that there will be no cash distribution to the holders of its units of beneficial interest of record on February 26, 2021 based on the Trust’s calculation of net profits generated during December 2020 (the “Current Month”) as provided in the conveyance of net profits interests and overriding royalty interest (the “Conveyance”). If the Trust continues to receive insufficient monthly income from its net profits interests and overriding royalty interest, the Trust is expected to terminate by its terms by the end of 2021. As described further below, based on information from PCEC, the likelihood of distributions to the unitholders in the foreseeable future is extremely remote. The Trust may also be terminated upon the occurrence of other events as described in the Trust’s filings with the SEC. All financial and operational information in this press release has been provided to the Trustee by PCEC.

The Current Month’s distribution calculation for the Developed Properties resulted in an operating income of approximately $280,000. Revenues from the Developed Properties were approximately $1.71 million, lease operating expenses including property taxes were approximately $1.42 million, and development costs were approximately $15,000. The average realized price for the Developed Properties was $46.17 per Boe for the Current Month, as compared to $40.11 per Boe in November 2020. Although oil prices have begun to increase since their sharp decline in the first quarter of 2020, prices continued to remain depressed during the Current Month as compared to December 2019. The cumulative net profits deficit amount for the Developed Properties decreased slightly at approximately $25.6 million in the Current Month versus approximately $25.8 million in the prior month.

The Current Month’s calculation included approximately $50,000 generated from the 7.5% overriding royalty interest on the Remaining Properties from Orcutt Diatomite and Orcutt Field. Average realized prices for the Remaining Properties were $43.36 per Boe in the Current Month, as compared to $36.77 per Boe in November 2020. The cumulative net profits deficit for the Remaining Properties decreased by approximately $18,000 and was approximately $2.7 million for the Current Month.

The monthly operating and services fee of approximately $95,000 payable to PCEC and Trust general and administrative expenses of approximately $200,000 together exceeded the payment of approximately $50,000 received from PCEC from the 7.5% overriding royalty interest on the Remaining Properties, creating a shortfall of approximately $245,000.

PCEC has provided the Trust with a $1 million letter of credit to be used by the Trust if its cash on hand (including available cash reserves) is not sufficient to pay ordinary course administrative expenses as they become due. Further, the trust agreement provides that if the Trust requires more than the $1 million under the letter of credit to pay administrative expenses, PCEC will, upon written request of the Trustee, loan funds to the Trust in such amount as necessary to pay such expenses. PCEC has indicated its willingness to begin negotiating the terms of such a loan upon the Trustee’s written request. Under the trust agreement, the Trust may only use funds provided under the letter of credit or loaned by PCEC or another source to pay the Trust’s current accounts or other obligations to trade creditors in connection with obtaining goods or services or for the payment of other accrued current liabilities arising in the ordinary course of the Trust’s business. The Trust will be drawing funds from the letter of credit to pay the expected shortfall of approximately $245,000, which together with prior drawdowns would result in the drawdown of the remaining amount available under the letter of credit. In addition to the funds drawn from the letter of credit, the Trust has outstanding borrowings from PCEC of approximately $276,000, including interest thereon, related to shortfalls from prior months. Consequently, no further distributions may be made to Trust unitholders until the Trust’s indebtedness created by such amounts drawn or borrowed, including interest thereon, has been paid in full.

Sales Volumes and Prices

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

Underlying Properties

Sales Volumes

Average Price

(Boe)

(Boe/day)

(per Boe)

Developed Properties (a)

37,103

1,197

$46.17

Remaining Properties (b)

16,476

531

$43.36

 

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

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

Update on Estimated Asset Retirement Obligations

As previously disclosed, in November 2019, PCEC informed the Trustee that, as permitted by the Conveyance, PCEC intended to begin deducting its estimated asset retirement obligations (“ARO”) associated with the West Pico, Orcutt Hill, Orcutt Hill Diatomite, East Coyote and Sawtelle fields, thereby reducing the amounts payable to the Trust under its Net Profits Interests. ARO is the accounting recognition related to plugging and abandonment obligations that all oil and gas operators face. PCEC engaged an accounting firm, Moss Adams LLP (“Moss Adams”), acting as third-party consultants, to assist PCEC in determining its estimated ARO, and on February 27, 2020, PCEC informed the Trustee that based on the analysis performed by Moss Adams, PCEC’s estimated ARO, as of December 31, 2019, is $45,695,643, which is approximately $10.0 million less than the amount that was originally estimated before Moss Adams completed its analysis, as previously disclosed in the Trust’s Current Report on Form 8‑K filed on November 13, 2019. According to PCEC and its third-party consultants, its estimated ARO, which reflects PCEC’s assessment of current market conditions as of December 31, 2019 and changes in California law, was determined to be approximately $33.2 million for the Developed Properties and approximately $12.5 million for the Remaining Properties, or approximately $26.5 million and approximately $3.1 million net to the Trust, respectively, and PCEC has reflected these amounts beginning with the calculation of the net profits generated during January 2020. The accrual has resulted in a current cumulative net profits deficit of approximately $28.4 million, which must be recouped from proceeds otherwise payable to the Trust from the Trust’s Net Profits Interests. Therefore, until the net profits deficit is eliminated, the only cash proceeds the Trust will receive are pursuant to the 7.5% overriding royalty interest.

PCEC has informed the Trustee that in accordance with generally accepted accounting principles, PCEC will evaluate the ARO on a quarterly basis. As a result of that re-evaluation, the actual ARO incurred in the future may be greater or less than the estimated amounts provided by PCEC.

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

As previously disclosed, the Trust engaged Martindale Consultants, Inc. (“Martindale”), a provider of analysis and compliance review services to the oil and gas industry, to perform an independent review of the estimated ARO in the Moss Adams report that PCEC provided to the Trustee. The Trustee also has engaged an accounting expert to advise the Trustee regarding the accruals that PCEC has booked relating to its estimated ARO. As disclosed in the Trust’s Current Report on Form 8-K filed on December 29, 2020, Martindale has completed its review of the estimated ARO and on December 21, 2020 provided its analysis and recommendations to the Trustee. Based on Martindale’s recommendations provided in its report to the Trust, as disclosed in the Trust’s Current Report on Form 8-K filed on December 29, 2020, the Trustee requested that PCEC promptly make several adjustments to its calculations and methods of deducting ARO from the proceeds to which the Trust is otherwise entitled pursuant to its Net Profits Interests. The Trustee and PCEC are continuing to discuss these requests and the recommendations of the Martindale report.

As described in more detail in the Trust’s filings with the SEC, the Trust will terminate if the annual cash proceeds received by the Trust from the Net Profits Interests and 7.5% overriding royalty interest total less than $2.0 million for each of any two consecutive calendar years. PCEC is deducting estimated ARO, thereby reducing the amounts payable to the Trust. Unless significant market changes were to occur, no payments will be made by PCEC to the Trust for the foreseeable future, which would result in the total proceeds received by the Trust to total less than $2.0 million in each of 2020 and 2021.

Production Update

PCEC has informed the Trustee that the economic effects of the COVID-19 pandemic and the oversupply of crude oil resulting from the dispute over production levels between Russia and the members of the Organization of Petroleum Exporting Countries have had an adverse impact on PCEC’s production. PCEC continuously evaluates, based on price, whether to curtail production or whether to spend additional amounts to return production from down wells. PCEC has informed the Trustee that unless a substantial number of wells return to production, or oil prices improve significantly or both, any monthly payments that PCEC may make to the Trust may not be sufficient to cover the Trust’s administrative expenses, and therefore the likelihood of distributions to the unitholders in the foreseeable future is extremely remote.

Overview of Trust Structure

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

Cautionary Statement Regarding Forward-Looking Information

This press release contains statements that are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are "forward-looking statements" for purposes of these provisions. These forward-looking statements include estimates of future asset retirement obligations, expectations regarding the impact of deductions for such obligations on future distributions to unitholders, estimates of future total distributions to unitholders in 2021, expectations regarding the impact of COVID-19 on the Trust and the impact of the pandemic on future distributions to unitholders, expectations regarding the impact of lower commodity prices on oil and gas reserve estimates, PCEC’s plans to shut in production or to spend additional amounts to return production from down wells, expectations regarding PCEC’s ability to loan funds to the Trust, and the amount and date of any anticipated distribution to unitholders. In any case, PCEC’s deductions of its estimated asset retirement obligations will have a material adverse effect on distributions to the unitholders and on the trading price of the Trust units and may result in the termination of the Trust. Any anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from PCEC with respect to the relevant period. Any differences in actual cash receipts by the Trust could affect this distributable amount. The amount of such cash received or expected to be received by the Trust (and its ability to pay distributions) has been and will be significantly and negatively affected by prevailing low commodity prices, which have declined significantly, could decline further and could remain low for an extended period of time in light of the economic effects of the COVID-19 pandemic and the dispute over production levels between Russia and the members of the Organization of Petroleum Exporting Countries. Other important factors that could cause actual results to differ materially include expenses related to the operation of the Underlying Properties, including lease operating expenses, expenses of the Trust, and reserves for anticipated future expenses. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither PCEC nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in units issued by Pacific Coast Oil Trust is subject to the risks described in the Trust's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 8, 2019, and if applicable, the Trust’s subsequent Quarterly Reports on Form 10-Q. The Trust's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q are available over the Internet at the SEC's website at http://www.sec.gov.


Contacts

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

HOUSTON--(BUSINESS WIRE)--Helix Energy Solutions Group, Inc. (NYSE: HLX) announced today that it will be participating in the following upcoming virtual events:


  • Credit Suisse 26th Annual Energy Summit on Tuesday, March 2, 2021
  • Raymond James & Associates 42nd Annual Institutional Investor Conference on Wednesday, March 3, 2021
  • Simmons Energy 21st Annual Energy Conference on Tuesday, March 23, 2021

Any investor presentation provided during the virtual conferences will be publicly available and may be accessed on the “For the Investor” page of Helix’s website, www.HelixESG.com.

About Helix

Helix Energy Solutions Group, Inc., headquartered in Houston, Texas, is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. For more information about Helix, please visit our website at www.HelixESG.com.


Contacts

For any questions contact Erik Staffeldt at 281-618-0465 or by email - This email address is being protected from spambots. You need JavaScript enabled to view it.

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