Business Wire News

  • Revenues Up 44% in fiscal second quarter 2021 versus prior year period
  • $365 million gross proceeds from completion of business combination, well in excess of $125 million minimum cash requirement, will support expanded acquisition strategy and route expansion
  • Recent announcements with aerospace companies Beta Technologies and Wisk Aero represent important milestones towards Blade’s transition to Electric Vertical Aircraft (“EVA”)
  • Pent-up demand for leisure travel is expected to drive growth of Blade Airport, re-launching on June 1st, and seasonal travel this summer

NEW YORK--(BUSINESS WIRE)--Blade Air Mobility, Inc. (NASDAQ:BLDE, “Blade” or the “Company”), a technology-powered air mobility platform, today announced financial results for Blade Urban Air Mobility, Inc., its wholly-owned subsidiary, for the fiscal second quarter ended March 31, 2021. On May 7, 2021, we completed our business combination with Experience Investment Corp. ("EIC"). The historical financial information in this press release relates to Blade Urban Air Mobility, Inc.'s operations prior to the business combination. Going forward, our financial results will be presented on a combined company basis.

“The $365 million of capital raised from our transaction with Experience Investment Corp. will accelerate our acquisition strategy and route expansion plans. In the near-term, Blade is well-positioned to benefit from significant pent-up demand for travel as Americans begin to rediscover travel,” said Rob Wiesenthal, Blade’s Chief Executive Officer.

Melissa Tomkiel, President and General Counsel of Blade added, “Our recently announced partnership with Kayak will dramatically expand the customer acquisition funnel for Blade Airport, which is re-launching service on June 1st, while our agreements with Beta Technologies and Wisk Aero will help us transition from conventional aircraft to EVA. Those agreements will allow third parties to own, operate and maintain Beta and Wisk EVAs on behalf of Blade.“

“We are pleased with Blade’s 44% year-over-year revenue growth in the quarter, particularly given the comparison to a period that was largely unaffected by COVID-19. Strong performance in our MediMobility organ transport, jet and Northeast commuter short-distance businesses more than offset the decline in Blade Airport due to the pandemic,” said Will Heyburn, Blade’s Chief Financial Officer.

Business Highlights and Recent Updates:

  • Blade announced the June 1st re-start of its New York City airport (starting with JFK) transfer product for $195/Seat (or $95/Seat with the purchase of an annual pass)
  • Partnership with Kayak expands our customer acquisition pipeline. Kayak users booking flights to or from New York City airports will be prompted to add Blade Airport connections. Kayak will also purchase Blade airport seats from Blade to support its loyalty program
  • Northeast commuter services began daily operations in April and May for the first time ever, driven by hybrid remote/office work patterns resulting in broader distribution of demand versus typical end-of-week surges
  • Recent announcements with Beta Technologies and Wisk Aero represent important milestones towards Blade’s transition to EVA, re-affirming our manufacturer-agnostic, asset-light model
  • Business combination with Experience Investment Corp. closed on May 7, 2021, provides $365 million gross proceeds to support acquisition strategy and route expansion

Second Fiscal Quarter Ended March 31, 2021 Financial Highlights:

  • Revenues up 44% to $9.3 million in second fiscal quarter 2021 ending March 31, 2021 versus $6.5 million in the prior year period
  • MediMobility organ transport and jet revenues grew 68% year-over-year, as Blade added new hospital and jet customers versus the prior year period
  • Short-distance revenues declined 41% year-over-year, primarily reflecting the negative impact of airport short-distance services, which were paused in the second fiscal quarter 2021 due to the COVID-19 pandemic, partially offset by modest growth in our Northeast commuter business
  • Net loss increased to $(4.2) million from $(3.4) million in the prior year period, driven by higher G&A costs (primarily due to higher stock based compensation expense), partially offset by increased revenues and lower cost of sales as a percentage of revenues.
  • Adjusted EBITDA of $(2.2) million improved versus $(3.1) million in the prior year period, driven by increased revenues and lower cost of sales as a percentage of revenues

Use of Non-GAAP Financial Information

To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), Blade reports Adjusted EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA is determined by taking net income and excluding interest, depreciation and amortization and stock-based compensation. Blade believes that this non-GAAP measure, viewed in addition to and not in lieu of our reported GAAP results, provides useful information to investors by providing a more focused measure of operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies. Adjusted EBITDA has been reconciled to the nearest GAAP measure in the tables within this press release.

BLADE URBAN AIR MOBILITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except share and per share data)

 

For the Three Months Ended
March 31,

For the Six Months Ended
March 31,

2021

2020

2021

2020

 

Revenue

$

9,273

 

$

6,454

 

$

17,259

 

$

11,677

 

 

Operating expenses

Cost of revenue

 

7,673

 

 

5,831

 

 

13,995

 

 

11,588

 

Software development

 

156

 

 

241

 

 

342

 

 

471

 

General and administrative

 

4,803

 

 

2,807

 

 

8,214

 

 

5,815

 

Selling and marketing

 

866

 

 

923

 

 

1,301

 

 

1,955

 

Total operating expenses

 

13,498

 

 

9,802

 

 

23,852

 

 

19,829

 

 

Loss from operations

 

(4,225

)

 

(3,348

)

 

 

(6,593

)

 

(8,152

)

 

Other non-operating income

Interest income (expense), net

 

4

 

 

(61

)

 

11

 

 

30

 

Total other non-operating income

 

4

 

 

(61

)

 

 

11

 

 

30

 

 

Net loss

$

(4,221

)

$

(3,409

)

$

(6,582

)

$

(8,122

)

 

BLADE URBAN AIR MOBILITY, INC.

DISAGGREGATED REVENUE BY PRODUCT LINE

(unaudited)

(In thousands)

 

For the Three Months Ended
March 31,

For the Six Months Ended
March 31,

Product Line

2021

2020

2021

2020

(In thousands)

Short Distance flight services

$

1,049

$

1,787

$

3,179

$

5,138

MediMobility organ transplant and jet

 

7,729

 

4,588

$

13,253

$

6,453

Other

 

495

 

79

$

827

$

86

Total Revenue

$

9,273

$

6,454

$

17,259

$

11,677

 
 

BLADE URBAN AIR MOBILITY, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(In thousands)

 

For the Three Months Ended
March 31,

For the Six Months Ended
March 31,

2021

2020

2021

2020

Reconciliation of Net Loss to Adjusted EBITDA

Net Loss

$

(4,221

)

$

(3,409

)

$

(6,582

)

$

(8,122

)

Interest income (expense), net

 

4

 

 

(61

)

 

11

 

 

30

 

Depreciation and amortization expense

 

126

 

 

 

131

 

 

265

 

 

 

265

 

Stock-based compensation expense

 

1,904

 

 

 

87

 

 

3,179

 

 

 

178

 

Adjusted EBITDA

$

(2,195

)

 

$

(3,130

)

$

(3,149

)

 

$

(7,709

)

About Blade Urban Air Mobility

Blade is a technology-powered, global air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the U.S. and abroad.

For more information, visit www.blade.com.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and may be identified by the use of words such as “anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”, “may”, “plan”, “outlook”, “future” and “project” and other similar expressions and the negatives of those terms. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to Blade’s future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning Blade’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Blade’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by Experience Investment Corp. (“EIC”) in connection with the business combination transaction. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Blade undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.


Contacts

Press Contacts

For Media Relations
Phil Denning / Nora Flaherty
This email address is being protected from spambots. You need JavaScript enabled to view it.

Investor Relations
Mike Callahan / Tom Cook
This email address is being protected from spambots. You need JavaScript enabled to view it.

HOUSTON--(BUSINESS WIRE)--PrimeEnergy Corporation (NASDAQ: PNRG) announced today the following unaudited results for the quarters ended March 31, 2021 and 2020:

Three Months Ended March 31,

 

2021

 

2020

Revenues (In 000’s)

$

14,792

 

$

26,108

 

Net Loss (In 000’s)

$

(1,455

)

$

(170

)

Earnings per Common Share:

 

 

Basic

$

(0.73

)

$

(0.09

)

Diluted

$

(0.73

)

$

(0.09

)

Shares Used in Calculation of:

 

 

Basic EPS

 

1,994,197

 

 

1,995,174

 

Diluted EPS

 

1,994,197

 

 

1,995,174

 

Total assets at March 31, 2021 were $199,338,000 compared to $200,484,000 at December 31, 2020.

Oil and natural gas production and the average prices received (excluding gains and losses from derivatives) for the three months ended March 31, 2021 and 2020 were as follows:

 

 

 

 

Three Months Ended March 31,

 

 

2021

 

 

2020

 

Increase /

(Decrease)

 

Increase /

(Decrease)

 

 

 

 

 

Barrels of Oil Produced

 

163,000

 

234,000

 

(71,000

)

(30.34

)%

Average Price Received

$

56.87

$

45.77

$

11.10

 

24.25

%

Oil Revenue (In 000’s)

$

9,270

$

10,711

$

(1,441

)

(13.45

)%

Mcf of Gas Sold

 

665,000

 

938,000

 

(273,000

)

(29.10

)%

Average Price Received

$

2.49

$

0.90

$

1.59

 

177.03

%

Gas Revenue (In 000’s)

$

1,658

$

846

$

812

 

95.98

%

Barrels of Natural Gas Liquids Sold

 

86,000

 

127,000

 

(41,000

)

(32.28

)%

Average Price Received

$

20.29

$

9.79

$

10.50

 

107.26

%

Natural Gas Liquids Revenue (In 000’s)

$

1,745

$

1,243

$

502

 

40.39

%

Total Oil & Gas Revenue (In 000’s)

$

12,673

$

12,800

$

(127

)

(0.99

)%

PrimeEnergy is an independent oil and natural gas company actively engaged in acquiring, developing and producing oil and natural gas, and providing oilfield services, primarily in Texas and Oklahoma. The Company’s common stock is traded on the Nasdaq Stock Market under the symbol PNRG. If you have any questions on this release, please contact Connie Ng at (713) 735-0000 ext 6416.

Forward-Looking Statements

This Report contains forward-looking statements that are based on management's current expectations, estimates and projections. Words such as "expects," "anticipates," "intends," "plans," "believes", "projects" and "estimates," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, and are subject to the safe harbors created thereby. These statements are not guarantees of future performance and involve risks and uncertainties and are based on a number of assumptions that could ultimately prove inaccurate and, therefore, there can be no assurance that they will prove to be accurate. Actual results and outcomes may vary materially from what is expressed or forecast in such statements due to various risks and uncertainties. These risks and uncertainties include, among other things, the possibility of drilling cost overruns and technical difficulties, volatility of oil and gas prices, competition, risks inherent in the Company's oil and gas operations, the inexact nature of interpretation of seismic and other geological and geophysical data, imprecision of reserve estimates, and the Company's ability to replace and expand oil and gas reserves. Accordingly, stockholders and potential investors are cautioned that certain events or circumstances could cause actual results to differ materially from those projected.


Contacts

Connie Ng
(713) 735-0000

HOUSTON--(BUSINESS WIRE)--Permianville Royalty Trust (NYSE: PVL) (the “Trust”) today announced the net profits interest calculation for May 2021. The net profits interest calculation represents reported oil production for the month of February 2021 and reported natural gas production during January 2021. The calculation includes accrued costs incurred in March 2021.

This month, excluding prior net profits interest shortfalls, income from the distributable net profits interest would have been approximately $0.1 million. As a result of the cumulative outstanding net profits shortfall of approximately $0.6 million, however, no distribution will be paid to the Trust’s unitholders of record on May 31, 2021 in June 2021. Distributions to the Trust will resume once the cumulative net profits shortfall, which continues to decrease and now totals approximately $0.5 million, is eliminated.

The following table displays reported underlying oil and natural gas sales volumes and average received wellhead prices attributable to the current and prior month recorded net profits interest calculations.

 

 

Underlying Sales Volumes

 

Average Price

 

 

Oil

 

Natural Gas

 

Oil

 

Natural Gas

 

 

Bbls

 

Bbls/D

 

Mcf

 

Mcf/D

 

(per Bbl)

 

(per Mcf)

Current Month

 

31,013

 

1,108

 

311,968

 

10,063

 

$

56.98

 

$

2.14

Prior Month

 

46,413

 

1,497

 

278,671

 

8,989

 

$

51.22

 

$

2.45

Recorded oil cash receipts from the oil and gas properties underlying the Trust (the “Underlying Properties”) totaled $1.8 million for the current month on realized wellhead prices of $56.98/Bbl, down $0.6 million from the prior month distribution period. The decrease in sales volumes was primarily due to winter storm Uri in February 2021, which caused a number of the operators of the Underlying Properties to temporarily shut-in wells.

Recorded natural gas cash receipts from the Underlying Properties remained consistent with the prior month at $0.7 million.

Total accrued operating expenses for the period were $2.1 million, a $0.3 million decrease month-over-month from the prior period. Capital expenditures increased $0.1 from the prior period.

The remaining cumulative shortfall in net profits for the prior months will be deducted from any net profits in next month’s net profits interest calculation. At this time based on current commodity prices, COERT Holdings 1 LLC (the “Sponsor”) anticipates that the Underlying Properties will continue to generate positive net profits to reduce the cumulative shortfall before returning to monthly distributions again.

About Permianville Royalty Trust

Permianville Royalty Trust is a Delaware statutory trust formed to own a net profits interest representing the right to receive 80% of the net profits from the sale of oil and natural gas production from certain, predominantly non-operated, oil and gas properties in the states of Texas, Louisiana and New Mexico. As described in the Trust’s filings with the Securities and Exchange Commission (the “SEC”), the amount of the 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, the amount and timing of capital expenditures, and the Trust’s administrative expenses, among other factors. Future distributions are expected to be made on a monthly basis. For additional information on the Trust, please visit www.permianvilleroyaltytrust.com.

Forward-Looking Statements and Cautionary Statements

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 the amount and date of any anticipated distribution to unitholders, expected expenses, including capital expenditures, and expectations regarding the ability of the Underlying Properties to continue to generate positive net profits before returning to monthly distributions. The anticipated distribution is based, in large part, on the amount of cash received or expected to be received by the Trust from the Sponsor with respect to the relevant period. The amount of such cash received or expected to be received by the Trust (and its ability to pay distributions) has been and will continue to be directly affected by the volatility in commodity prices, which have experienced significant fluctuation since the beginning of 2020 in response to the economic effects of the COVID-19 pandemic and the actions taken by Russia and the members of the Organization of Petroleum Exporting Countries regarding production levels. Low oil and natural gas prices will reduce profits to which the Trust is entitled, which will reduce the amount of cash available for distribution to unitholders and in certain periods could result in no distributions to unitholders. Other important factors that could cause actual results to differ materially include expenses of the Trust, reserves for anticipated future expenses and the effect, impact, potential duration or other implications of the COVID-19 pandemic. In addition, future monthly capital expenditures may exceed the average levels experienced in 2020 and prior periods. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither the Sponsor 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 the Trust is subject to the risks described in the Trust’s filings with the SEC, including the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 23, 2021. The Trust’s quarterly and other filed reports are or will be available over the Internet at the SEC’s website at http://www.sec.gov.


Contacts

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

ABERDEEN, Scotland--(BUSINESS WIRE)--KNOT Offshore Partners LP (the “Partnership”) (NYSE:KNOP) announced today that Gary Chapman, Chief Executive Officer, is scheduled to present at the 2021 Energy Infrastructure Council (“EIC”) Investor Conference on May 19th at 11:45 AM (Eastern Time).

The presentation will be viewable via webcast and can be accessed through the Investor Relations / Events section of the Partnership’s website, www.knotoffshorepartners.com. If attending, please allow extra time prior to the call to visit the site and download any necessary software that may be needed to access the internet broadcast. A replay of the webcast will be available through the Partnership’s website for 30 days.

About KNOT Offshore Partners LP

KNOT Offshore Partners LP owns, operates and acquires shuttle tankers under long-term charters in the offshore oil production regions of the North Sea and Brazil. KNOT Offshore Partners LP is structured as a publicly traded master limited partnership. KNOT Offshore Partners LP’s common units trade on the New York Stock Exchange under the symbol “KNOP.”


Contacts

KNOT Offshore Partners LP
Gary Chapman
Chief Executive Officer and Chief Financial Officer
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: +44 1224 618 420

Building On Phase 1 Completed in 2020, Second Phase Will Tag Up To 60 Red Knots During Migration Stopover in Delaware Bay

ATLANTIC CITY, N.J.--(BUSINESS WIRE)--Today, Atlantic Shores Offshore Wind (Atlantic Shores) announced a second phase of last year’s successful red knot migration study in collaboration with Wildlife Restoration Partnerships (WRP) and the U.S. Fish and Wildlife Service. This expanded second phase includes a doubling of the red knots tagged, now 60 birds, and a new partner, the New Jersey Audubon, one of the oldest, largest and most respected environmental organizations in the state.



Red knots, a state endangered and federally threatened shorebird, migrate each year from as far south as Tierra del Fuego, Argentina to the Canadian Arctic and then back again. On their trip north, they stop in the Delaware Bay to feast on horseshoe crab eggs before going to the Canadian Arctic to breed, just as they stop in New Jersey on their way south for the winter.

In the second phase of the project, WRP will attach satellite tags to red knots migrating south as they stop in New Jersey’s Brigantine Natural Area, Atlantic County, and Stone Harbor Point, Cape May County, and on birds in Lagoa do Peixe, Brazil as they migrate north. The tags will allow a satellite to collect up to 60 points of information on each bird’s precise location, flight path, and varying altitude. Collected data will be correlated with meteorological conditions (i.e., wind speed, wind direction, visibility, and precipitation). Data will be collected near real-time and more comprehensively analyzed by researchers and Atlantic Shores.

Atlantic Shores will use the data to address risks to these birds and the surrounding environment as they develop an offshore wind project within its Lease Area, located 10-20 miles off the New Jersey coast. Atlantic Shores has committed to share their findings publicly so as to inform other researchers and offshore work.

“Atlantic Shores is thrilled to be continuing this essential migration study, now with the invaluable partnership of the New Jersey Audubon,” said Jennifer Daniels, Atlantic Shores Development Director. “The second phase of the red knot study enables us to responsibly develop our Lease Area while helping to deliver cutting-edge data to scientists in a range of fields.”

“Results from this study will inform collaborative conservation for this amazing long-distance traveler, whose migratory routes from Arctic Canada to southern Argentina span up to 18,000 miles annually,” said Wendi Weber, North Atlantic-Appalachian Regional Director for the U.S. Fish and Wildlife Service. “This effort exemplifies how much we can accomplish for wildlife and people when industry and conservation organizations join forces.”

Eric Stiles, President and CEO of New Jersey Audubon added, “New Jersey Audubon is pleased to be part of such an important study which highlights the need for science-based shorebird conservation and protection to inform responsibly-sited offshore wind facilities. We look forward to our continued collaboration with leading conservation organizations as we move to phase two.”

“The first study gave us an unprecedented and intimate understanding of the complex migratory pathway of the red knot that will help conserve all the places the bird depends upon during its lifecycle,” said Larry Niles of Wildlife Restoration Partnerships. “The second phase of the red knot study will give us decisive information on the possible effects of offshore wind development to the red knots off the coast of New Jersey. Atlantic Shores’ commitment to this study underscores their commitment to environmental responsibility and wildlife conservation.”

About Atlantic Shores Offshore Wind, LLC:

Atlantic Shores Offshore Wind, LLC is a 50/50 partnership between Shell New Energies US LLC and EDF Renewables North America. The joint venture formed in December 2018 to co-develop a 183,353-acre Lease Area located approximately 10-20 miles off the New Jersey coast between Atlantic City and Barnegat Light. Atlantic Shores is strategically positioned to meet the growing demands of renewable energy targets in New York, New Jersey and beyond, with strong and steady wind resources close to large population centers with associated electricity demand. Our Lease Area, once fully developed, has the potential to generate over 3,000 MW (3 GW) in wind energy and power nearly 1.5 million homes, roughly 40 percent of all homes in New Jersey. The capital and expertise needed to develop such a large area is significant. Together, Shell and EDF Renewables have the investment capability and industry experience to bring this project to scale safely, efficiently and cost effectively. For more info: www.atlanticshoreswind.com


Contacts

Julia Ofman, This email address is being protected from spambots. You need JavaScript enabled to view it., 646 246 8211

 

DALLAS--(BUSINESS WIRE)--New Concept Energy, Inc. (NYSE American: GBR), (the “Company” or “NCE”) a Dallas-based company, today reported Results of Operations for the first quarter ended March 31, 2021.


During the three months ended March 31, 2021, the Company reported a net income applicable to common shares for the three months ended March 31, 2021 of ($79,000), compared to net loss from continuing operations of ($34,000) for the three months ended March 31, 2020.

The Company reported net income from continuing operations of $79,000 for three months ended March 31, 2021, as compared to a net loss of ($34, 000) for the similar period in 2020.

For the three months ended March 31, 2021, corporate general & administrative expenses were $74,000 as compared to $104,000 for the comparable periods in 2020. The decrease was due, for the most part, to consulting fees paid by the Company regarding oil and gas matters in 2020 that were not incurred in 2021.

For the three months ended March 31, 2021 the Company recorded a tax refund from prior years of $91.000.

For the three months ended March 31, 2020 the Company recorded a loss from discontinued operations of $63,000 for the oil and gas operations that were sold in August 2020.

About New Concept Energy, Inc.

New Concept Energy, Inc. is a Dallas-based company which owns real estate West Virginia. For more information, visit the Company’s website at www.newconceptenergy.com.

NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(amounts in thousands)

March 31,
2021

 

December 31,
2020

Assets

(Unaudited)

(Audited)

 
Current assets

Cash and cash equivalents

$

43

$

27

Current portion note receivable (including $3,584 and $3,631 in 2021 and 2020 from related parties)

 

3,636

 

3,683

Other current assets

 

220

 

92

Total current assets

 

3,899

 

3,802

 
Property and equipment, net of depreciation
Land, buildings and equipment

 

653

 

656

 
Note Receivable

 

145

 

153

 
Total assets

$

4,697

$

4,611

NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - CONTINUED

(dollars in thousands, except par value amount)

   
 

March 31,
2021

 

December 31,
2020

 

(Unaudited)

 

(Audited)

Liabilities and stockholders' equity  
   
Current liabilities  
Accounts payable - (including $80 and $55 due to related parties in 2021 and 2020)  

$

108

 

$

80

 

Accrued expenses  

 

18

 

 

32

 

Current portion of long term debt  

 

52

 

 

52

 

Total current liabilities  

 

178

 

 

164

 

   
Long-term debt  
Notes payable less current portion  

 

115

 

 

122

 

   
Total liabilities  

 

293

 

 

286

 

   
Stockholders' equity  
Preferred stock, Series B  

 

1

 

 

1

 

Common stock, $.01 par value; authorized, 100,000,000  
shares; issued and outstanding, 5,131,934 and 2,036,935 shares  
at March 31, 2021 and December 31, 2020  

 

51

 

 

51

 

Additional paid-in capital  

 

63,579

 

 

63,579

 

Accumulated deficit  

 

(59,227

)

 

(59,306

)

   
Total shareholders' equity  

 

4,404

 

 

4,325

 

   
Total liabilities & equity  

$

4,697

 

$

4,611 

 

 

NEW CONCEPT ENERGY, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

(amounts in thousands, except per share data)

 
 

For the Three Months
ended March 31,

 

 

2021

 

 

 

2020

 

Revenue  
Rent  

$

26

 

$

26

 

Total Revenues  

 

26

 

 

26

 

 
 
Operating expenses  
Operating expenses  

 

18

 

 

16

 

Corporate general and administrative  

 

74

 

 

104

 

Total Operating Expenses  

 

92

 

 

120

 

Operating earnings (loss)  

 

(66

)

 

(94

)

 
Other income (expense)  
Interest income (including $52 and $60 for the three months ended 2021 and 2020 from related parties)  

 

56

 

 

64

 

Interest expense  

 

(2

)

 

(4

)

Other income (expense), net  

 

91

 

 

-

 

 

 

145

 

 

60

 

 
Earnings (loss) from continuing operations  

 

79

 

 

(34

)

 
Discontinued Operations  
Earnings (loss) from discontinued operations  

 

-

 

 

(63

)

 
Earnings (loss) applicable to common shares  

 

79

 

 

(97

)

 
Net income (loss) per common share-basic and diluted  

$

0.01

 

$

0.01

 

 
Weighted average common and equivalent shares outstanding - basic  

 

5,132

 

 

5,132

 

 


Contacts

New Concept Energy, Inc.
Investor Relations
Gene Bertcher, (800) 400-6407
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HOUSTON--(BUSINESS WIRE)--USD Partners LP (NYSE:USDP) (the “Partnership”) announced today that members of its senior management team will participate at the Energy Infrastructure Council 2021 Investor Conference in Las Vegas, Nevada, on May 18 and May 19, 2021.


The related presentation materials will be made available on the Partnership’s website no later than 10:00pm Eastern Time on Monday, May 17, 2021, at www.usdpartners.com on the “Events & Presentations” sub-tab under the “Investors” tab.

About USD Partners LP

USD Partners LP is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC (“USD”) to acquire, develop and operate midstream infrastructure and complementary logistics solutions for crude oil, biofuels and other energy-related products. The Partnership generates substantially all of its operating cash flows from multi-year, take-or-pay contracts with primarily investment grade customers, including major integrated oil companies, refiners and marketers. The Partnership’s principal assets include a network of crude oil terminals that facilitate the transportation of heavy crude oil from Western Canada to key demand centers across North America. The Partnership’s operations include railcar loading and unloading, storage and blending in on-site tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. In addition, the Partnership provides customers with leased railcars and fleet services to facilitate the transportation of liquid hydrocarbons and biofuels by rail.

USD, which owns the general partner of USD Partners LP, is engaged in designing, developing, owning, and managing large-scale multi-modal logistics centers and energy-related infrastructure across North America. USD solutions create flexible market access for customers in significant growth areas and key demand centers, including Western Canada, the U.S. Gulf Coast and Mexico. Among other projects, USDG, along with its partner Gibson Energy, Inc., is pursuing long-term solutions to transport heavier grades of crude oil produced in Western Canada through the construction of a Diluent Recovery Unit at the Hardisty terminal. USDG is also currently pursuing the development of a premier energy logistics terminal on the Houston Ship Channel with capacity for substantial tank storage, multiple docks (including barge and deepwater), inbound and outbound pipeline connectivity, as well as a rail terminal with unit train capabilities. For additional information, please visit texasdeepwater.com. Information on websites referenced in this release is not part of this release.


Contacts

Adam Altsuler, 281-291-3995
Senior Vice President, Chief Financial Officer
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Jennifer Waller, 832-991-8383
Director, Financial Reporting & Investor Relations
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BOGOTA, Colombia--(BUSINESS WIRE)--GeoPark Limited (“GeoPark” or the “Company”) (NYSE: GPRK), a leading independent Latin American oil and gas explorer, operator and consolidator with operations and growth platforms in Colombia, Ecuador, Chile, Brazil and Argentina reports on the ongoing situation in Colombia.


Following a new tax reform proposal, a national strike started on April 28, 2021 with protests and demonstrations in major cities of Colombia. Despite the proposal being dismissed in early May, demonstrations continued and intensified and included road blockades across the country, affecting logistics and supply chains in general.

These events impact crude oil transportation, drilling, and the mobilization of equipment and personnel, causing GeoPark and its joint-venture partners to significantly reduce activity in the fields and to start executing controlled production shut-ins in the Llanos 34 (GeoPark operated, 45% WI), CPO-5 (GeoPark non-operated, 30% WI), and Platanillo (GeoPark operated, 100% WI) blocks, which have been gradually implemented since May 8, 2021.

GeoPark’s priority is to ensure the health and safety of its employees, neighbors and contractors. The Company is taking all necessary steps to mitigate the impact of these events and is participating in ongoing conversations with the Colombian government, its joint-venture partners and suppliers, and expects the matter to be resolved in order to restart operations and production.

As of the date of this release, GeoPark’s net production curtailments total 12,000-15,000 boepd, representing 40-45% of the Company’s production in Colombia and with its remaining production in the country flowing normally. The Company’s operations and production in Chile, Brazil and Argentina have not been affected by these events.

Drilling, maintenance and other field activities in Colombia have been temporarily suspended until the situation is resolved.

The GeoPark team will continue to make any and all adjustments necessary to protect its employees, neighbors and contractors, as well as to minimize the impact on production, and once there is more information on the length and overall evolution of these events, GeoPark expects to provide revised oil and gas production guidance and an updated work program.


NOTICE

Additional information about GeoPark can be found in the “Investor Support” section on the website at www.geo-park.com.

Rounding amounts and percentages: Certain amounts and percentages included in this press release have been rounded for ease of presentation. Percentage figures included in this press release have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in this press release may vary from those obtained by performing the same calculations using the figures in the financial statements. In addition, certain other amounts that appear in this press release may not sum due to rounding.

This press release contains certain oil and gas metrics, including information per share, operating netback, reserve life index and others, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies. Such metrics have been included herein to provide readers with additional measures to evaluate the Company's performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION

This press release contains statements that constitute forward-looking statements. Many of the forward- looking statements contained in this press release can be identified by the use of forward-looking words such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘expect,’’ ‘‘should,’’ ‘‘plan,’’ ‘‘intend,’’ ‘‘will,’’ ‘‘estimate’’ and ‘‘potential,’’ among others.

Forward-looking statements that appear in a number of places in this press release include, but are not limited to, statements regarding the intent, belief or current expectations, regarding various matters, including the national strike in Colombia, expected or future production, production growth and operating and financial performance, future opportunities 2021, our 2021 oil and gas production guidance and work program and our capital expenditure plan. Forward-looking statements are based on management’s beliefs and assumptions, and on information currently available to the management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors.

Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances, or to reflect the occurrence of unanticipated events. For a discussion of the risks facing the Company which could affect whether these forward-looking statements are realized, see filings with the U.S. Securities and Exchange Commission (SEC).


Contacts

INVESTORS:

Stacy Steimel
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Shareholder Value Director
T: +562 2242 9600

Miguel Bello
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Market Access Director
T: +562 2242 9600

Diego Gully
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Investor Relations Director
T: +5411 4312 9400

MEDIA:

Communications Department
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AUSTIN, Texas--(BUSINESS WIRE)--USA Compression Partners, LP (NYSE: USAC) (“USA Compression”) today announced that its senior management will participate in the 2021 Energy Infrastructure Council Investor Conference. Senior management expects to participate in a series of virtual meetings with members of the investment community on May 20, and presentation materials used during these meetings will be posted to USA Compression’s website prior to the investor meetings. Please visit the Investor Relations section of the website at usacompression.com under “Presentations.”


About USA Compression Partners, LP

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


Contacts

USA Compression Partners, LP
Matthew Liuzzi, CFO
(512) 369-1624
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VALLEY FORGE, Pa.--(BUSINESS WIRE)--#OfferingPricing--UGI Corporation (NYSE: UGI) announced today the pricing of its public offering of 2,000,000 equity units (the “units”). The issuance and sale of the units are scheduled to settle on May 25, 2021, subject to customary closing conditions. UGI also granted the underwriters of the offering a 30-day option to purchase up to an additional 200,000 units solely to cover over-allotments.


UGI estimates that the net proceeds from the offering will be approximately $191.9 million (or approximately $211.3 million if the underwriters fully exercise their option to purchase additional units), after deducting underwriting discounts and commissions and estimated offering expenses. UGI intends to use the net proceeds from the offering to pay a portion of the purchase price of its previously announced pending acquisition of Mountaineer Gas Company, and related fees and expenses, and for general corporate purposes.

Each unit will have a stated amount of $100 and will initially consist of a stock purchase contract and a 1/10th, or 10%, undivided interest in one share of a new series of preferred stock of UGI titled 0.125% series A cumulative perpetual convertible preferred stock (the “convertible preferred stock”), without par value and having a liquidation preference of $1,000 per share. Each purchase contract will obligate the holder to pay $100 to UGI to purchase a variable number of shares of UGI’s common stock on the purchase contract settlement date, which is scheduled to occur on June 1, 2024. The number of shares of UGI common stock to be issued upon settlement of each purchase contract on the purchase contract settlement date will be equal to $100 divided by the market value per share of UGI’s common stock, which will be determined over a span of 20 consecutive trading days preceding the settlement date, subject to a maximum settlement rate of 2.2826 shares of UGI common stock per purchase contract, subject to adjustment. The initial maximum settlement rate of the purchase contracts is approximately equal to $100 divided by the last reported sale price of $43.81 per share of UGI’s common stock on May 17, 2021. Holders of the purchase contracts may elect to settle their purchase contracts early in certain circumstances and subject to certain limitations.

UGI expects to pay quarterly contract adjustment payments on the stated amount of the units at a rate of 7.125% per annum. In addition, cumulative dividends will accumulate on the convertible preferred stock, payable quarterly when, as and if declared by UGI’s board of directors, at an initial rate of 0.125% per annum on the liquidation preference of the convertible preferred stock. However, the dividend rate on the convertible preferred stock may be increased in certain circumstances in connection with a successful remarketing of the convertible preferred stock, as described below. In addition, UGI may elect to pay contract adjustment payments and dividends in cash, shares of its common stock or a combination of cash and shares of common stock, at UGI’s election, subject to certain limitations. UGI will also have the right to defer contract adjustment payments on the units.

The convertible preferred stock has no stated maturity or required redemption date, but UGI will have the right to redeem all or any portion of the convertible preferred stock at any time, and from time to time, on or after September 3, 2024 (or such later date as may be established in connection with a successful remarketing of the convertible preferred stock, as described below) for cash at a redemption price equal to the liquidation preference of the convertible preferred stock being redeemed plus any accumulated and unpaid dividends. Each share of convertible preferred stock may be converted at the option of the holders only after it is separated from the units and, prior to June 1, 2024, only if certain fundamental change events occur before a successful remarketing of the convertible preferred stock. UGI will settle conversions by paying or delivering (i) one share of UGI’s series B preferred stock (or, for conversions in connection with a redemption of the convertible preferred stock, up to $1,000 in cash) per share of convertible preferred stock being converted; and (ii) to the extent the conversion value exceeds the liquidation preference of the convertible preferred stock, shares of UGI’s common stock. The consideration due upon conversion will be determined over a 20 consecutive trading day observation period based on the conversion rate of the convertible preferred stock, which is initially 19.0215 shares of common stock per share of convertible preferred stock and represents an initial conversion price of approximately $52.57 per share of common stock. The initial conversion price represents a premium of approximately 20% over the last reported sale price of $43.81 per share of UGI’s common stock on May 17, 2021. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The series B preferred stock will have terms that are substantially identical to the convertible preferred stock, including having the same dividend rate and redemption provisions, except that series B preferred stock will not be convertible.

The convertible preferred stock is expected to be remarketed during either an optional remarketing period beginning on, and including, March 1, 2024 and ending on, and including, May 13, 2024 or a final remarketing period beginning on, and including, May 23, 2024 and ending on, and including, May 30, 2024. Upon a successful remarketing, the conversion rate and dividend rate of the convertible preferred stock may be increased, and the earliest redemption date for the convertible preferred stock may be changed to a later date that is on or before August 29, 2025.

Wells Fargo Securities, BofA Securities, Credit Suisse, Goldman Sachs & Co. LLC and J.P. Morgan are acting as active bookrunners for the offering. Credit Agricole CIB, HSBC, Mediobanca, BNP PARIBAS, Regions Securities LLC, Citizens Capital Markets and PNC Capital Markets LLC are acting as co-managers of the offering.

The offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement (and, when available, the final prospectus supplement), together with the accompanying prospectus, is or will be available on the SEC’s website at www.sec.gov. Alternatively, copies of these documents can be obtained by contacting: Wells Fargo Securities, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800) 326-5897 or email a request to This email address is being protected from spambots. You need JavaScript enabled to view it.; BofA Securities, by mail at NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.; Credit Suisse Securities, by mail, Attention: Credit Suisse Prospectus Department, One Madison Avenue, New York, New York, 10010, by telephone at (800) 221-1037, or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.; Goldman Sachs & Co. LLC, by mail at Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Prospectus Department, by telephone at (866) 471-2526 or (212) 902-1171, by facsimile at (212) 902-9316 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.; or J.P. Morgan, by mail, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (866) 803-9204.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press release, nor will there be any sale of any such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About UGI Corporation

UGI Corporation is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, distributes LPG both domestically (through AmeriGas) and internationally (through UGI International), manages midstream energy assets in Pennsylvania, Ohio, and West Virginia and electric generation assets in Pennsylvania, and engages in energy marketing, including renewable natural gas, in 12 states and the District of Columbia and internationally in France, Belgium, the Netherlands and the United Kingdom.

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the completion of the offering, the expected amount and intended use of the net proceeds and the completion of the pending acquisition of Mountaineer Gas Company. Forward-looking statements represent UGI’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to UGI’s business, including those described in periodic reports that UGI files from time to time with the SEC. UGI may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds or complete its pending acquisition of Mountaineer Gas Company as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and UGI does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.


Contacts

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

DALLAS--(BUSINESS WIRE)--Matador Resources Company (NYSE: MTDR) (“Matador” or the “Company”) today published metrics aligned with standards developed by the Sustainability Accounting Standards Board (“SASB”). Matador is committed to creating long-term value in a responsible manner and aligning its ongoing environmental, social and governance (“ESG”) reporting with SASB. The publication of these metrics represents the next step in Matador’s continued efforts to highlight its commitment to ESG excellence. Matador’s SASB metrics are available on the Company’s website at www.matadorresources.com/sustainability, and Matador expects to disclose additional metrics as they become available later in the year.


Joseph Wm. Foran, Matador’s Chairman and CEO, commented, “At Matador, good stewardship has always been a guiding focus. Over the years, we have consistently highlighted our ESG achievements and now are pleased to align these disclosures with an emerging industry standard. We hope this change helps to raise the profile of our ongoing ESG efforts and provide interested parties a standardized version of Matador’s ESG efforts. We look forward to continuing to explore ways to provide our stakeholders with clear, comparable ESG information.”

In 2020, Matador grew gross operated oil production by 13% and gross operated natural gas production by 19%, as compared to 2019, while still reducing our environmental impact and continuing our strong safety record. Highlights from Matador’s 2020 ESG initiatives include:

  • Decreased emissions intensity by 19% and flaring intensity by 38%, as compared to 2019;
  • Decreased consumption of fresh water by 49%, as compared to 2019;
  • Transported 96% of operated produced water and 65% of operated produced oil by pipeline;
  • Incurred zero lost time incidents during more than 2.1 million employee man-hours from 2017 to 2020;
  • Provided approximately 15,000 hours of employee continuing education, equating to approximately 55 hours per employee; and
  • Revised the mandate of the Board of Directors’ Environmental, Social and Corporate Governance Committee to enhance the focus, oversight and support for the Company’s ESG efforts and to measure improvements.

About Matador Resources Company

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

For more information, visit Matador Resources Company at www.matadorresources.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. “Forward-looking statements” are statements related to future, not past, events. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “could,” “believe,” “would,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “should,” “continue,” “plan,” “predict,” “potential,” “project,” “hypothetical,” “forecasted” and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements include, but are not limited to, statements about guidance, projected or forecasted financial and operating results, future liquidity, the payment of dividends, results in certain basins, objectives, project timing, expectations and intentions, regulatory and governmental actions and other statements that are not historical facts. Actual results and future events could differ materially from those anticipated in such statements, and such forward-looking statements may not prove to be accurate. These forward-looking statements involve certain risks and uncertainties, including, but not limited to, the following risks related to financial and operational performance: general economic conditions; the Company’s ability to execute its business plan, including whether its drilling program is successful; changes in oil, natural gas and natural gas liquids prices and the demand for oil, natural gas and natural gas liquids; its ability to replace reserves and efficiently develop current reserves; costs of operations; delays and other difficulties related to producing oil, natural gas and natural gas liquids; delays and other difficulties related to regulatory and governmental approvals and restrictions; its ability to make acquisitions on economically acceptable terms; its ability to integrate acquisitions; availability of sufficient capital to execute its business plan, including from future cash flows, increases in its borrowing base and otherwise; weather and environmental conditions; the impact of the worldwide spread of the novel coronavirus, or COVID-19, on oil and natural gas demand, oil and natural gas prices and our business; the operating results of the Company’s midstream joint venture’s Black River cryogenic natural gas processing plant; the timing and operating results of the buildout by the Company’s midstream joint venture of oil, natural gas and water gathering and transportation systems and the drilling of any additional produced water disposal wells; and other important factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. For further discussions of risks and uncertainties, you should refer to Matador’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of Matador’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Matador undertakes no obligation to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.


Contacts

Mac Schmitz
Capital Markets Coordinator
(972) 371-5225
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VALLEY FORGE, Pa.--(BUSINESS WIRE)--#JointVenture--SHV Energy and UGI International, a subsidiary of UGI Corporation (NYSE: UGI), leading distributors of off-grid energy, announce the intention to launch a joint venture to advance the production and use of Renewable Dimethyl Ether (“rDME”), a low-carbon sustainable liquid gas, to accelerate renewable solutions for the LPG industry. By leveraging the expertise, innovation capabilities and distribution power of both companies, the joint venture will aim to develop the full potential of rDME as a sustainable solution.


The parties anticipate the development of up to 6 production plants within the next 5 years, targeting a total production capacity of 300 kilotons of rDME per year by 2027. The aggregate investment is estimated to be up to $1 billion which is expected to involve third party investment.

The joint venture, in which both parties would have an equal stake, will bring scale and critical mass to the rDME market by developing opportunities for investment in production capacity. Moreover, it will promote the use of rDME by driving efforts geared at broad market acceptance, developing new rDME based technologies to gain traction among users, and supporting the development of infrastructure, regulations and standards for the safe use of rDME in the off-grid energy sector. The joint venture aspires to advance the further de-fossilization of the entire LPG industry by making available approximately 20% of the rDME production to peers in the LPG industry.

rDME is a complementary liquid gas that can be produced from multiple renewable feedstocks. Being a safe, cost-effective and clean-burning fuel, rDME is a viable sustainable addition to the energy mix. It has a low greenhouse gas (“GHG”) footprint, reducing emissions by up to 85% compared to fossil fuel alternatives. In both pure and blended form, rDME can help the de-fossilization of LPG by becoming a sustainable alternative for off-grid energy uses including heating, cooking and transport. It is highly compatible with existing infrastructure and equipment. Therefore, with limited incremental investments, rDME can help to quickly transition the LPG industry to a more sustainable future.

“De-fossilization is pivotal for our industry. Liquid gas is an important, clean and efficient energy source used in over 1000 different applications by millions of people around the world. Finding accessible, sustainable and affordable feedstock to produce alternative liquid renewable gas is a high priority for the LPG industry. We are convinced that rDME ticks all the boxes to be a gamechanger for our industry. We are excited to join forces with UGI to guide the LPG industry in this important transition,” comments Bram Gräber, Chief Executive Officer at SHV Energy. “We are ready to take up the responsibility to bring rDME to fruition, which will be to the benefit of the whole industry and its customers.”

Roger Perreault, Executive Vice President Global LPG of UGI Corporation, who will become UGI’s CEO next month, continues: The proposed joint venture leverages our expertise in off-grid energy and renewable fuels. Innovation is at the heart of both our organizations, and by teaming up we will combine our strong innovative capabilities. As leading distributors of LPG, we jointly provide an even more extensive global distribution network through which to promote the use of rDME. Although US and EU regulations differ, we are convinced rDME will help LPG down the path of de-fossilization across jurisdictions. We are excited to announce this joint venture proposal and be able to contribute to a more sustainable future for our industry and customers.

More background on rDME

rDME is a safe, clean-burning, sustainable fuel that can support de-fossilization of transport, domestic and industrial heating and cooking. It is a single molecule, chemically similar to propane and butane, produced from multiple renewable feedstocks including waste streams and residues. rDME has a low GHG footprint, up to 85% GHG emission reduction compared to alternatives, and can be easily transported as a liquid in pressurized cylinders and tanks. It can be used in pure form or easily blended with both LPG and bioLPG. When blended with propane, rDME enables propane to approach carbon neutrality.

About UGI International

UGI International, a subsidiary of UGI Corporation, is one of the leading LPG distributors and operates in 17 European countries servicing a customer base of approximately 615,000 end-users. UGI International markets under several brands such as AmeriGas, Antargaz, AvantiGas, DVEP Energie, Flaga, Kosan Gas and UniverGas. In 2020 UGI International serviced customers across broad markets – such as commercial and industrial, residential, agriculture, Autogas and aerosol, retailing 1.7 million tons of LPG.

About UGI Corporation

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

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

About SHV Energy

SHV Energy is a leading global distributor of off-grid energy such as LPG and LNG and is active in the area of sustainable fuels and renewable energy solutions. SHV Energy is a wholly owned subsidiary of SHV, a family-owned multinational, and consists of a group of specialized energy companies. The company’s brands include Calor, Ipragaz, Liquigas, Pinnacle, Primagas, Primagaz and Supergasbras. With these companies, SHV Energy’s mission is to provide decentralized, low-carbon and clean energy solutions to 30 million business and residential customers who are not on the energy grid.

More information about SHV Energy is available at https://www.shvenergy.com.


Contacts

Media Contact
Eamon van Stijn, +31 (0)6 1316 4413
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Investor Relations
Tameka Morris, +1 610-456-6297
Arnab Mukherjee, +1 610-768-7498
Shelly Oates, +1 610-992-3202

SIMI VALLEY, Calif.--(BUSINESS WIRE)--$AVAV--AeroVironment, Inc. (NASDAQ: AVAV), a global leader in intelligent, multi-domain robotic systems, today announced that Steven A. Gitlin, chief marketing officer and vice president of investor relations, will present at the 16th Annual Needham Virtual Technology & Media Conference on Wednesday, May 19, at 10:30 a.m. PT / 1:30 p.m. ET.



A live video webcast of the presentation will be available in the Events and Presentations section of the AeroVironment website at https://investor.avinc.com/events-and-presentations. A replay of the webcast will be available for 90 days.

ABOUT AEROVIRONMENT, INC.

AeroVironment (NASDAQ: AVAV) provides technology solutions at the intersection of robotics, sensors, software analytics and connectivity that deliver more actionable intelligence so you can Proceed with Certainty. Celebrating 50 years of innovation, AeroVironment is a global leader in intelligent, multi-domain robotic systems and serves defense, government and commercial customers. For more information, visit www.avinc.com.

SAFE HARBOR STATEMENT

Certain statements in this press release may constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, our ability to perform under existing contracts and obtain additional contracts; changes in the regulatory environment; the activities of competitors; failure of the markets in which we operate to grow; failure to expand into new markets; failure to develop new products or integrate new technology with current products; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.


Contacts

Makayla Thomas
AeroVironment, Inc.
+1 (805) 520-8350
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HOUSTON--(BUSINESS WIRE)--Sunnova Energy International Inc. (“Sunnova”) (NYSE: NOVA) today announced the pricing of $500 million aggregate principal amount of 0.25% convertible senior notes due 2026 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Sunnova also granted the initial purchasers of the notes the option to purchase up to an additional $75 million aggregate principal amount of the notes within a 13-day period beginning on, and including, the date on which the notes are first issued. The sale of the notes is expected to close on May 20, 2021, subject to customary closing conditions.


The notes will be senior, unsecured obligations of Sunnova and will bear cash interest from May 20, 2021 at an annual rate of 0.25% payable on June 1 and December 1 of each year, beginning on December 1, 2021. The notes will mature on December 1, 2026, unless earlier converted, repurchased or redeemed. The initial conversion rate will be 28.9184 shares of Sunnova’s common stock, par value $0.0001, per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $34.58 per share of Sunnova’s common stock). The notes will be convertible into cash, shares of Sunnova’s common stock or a combination of cash and shares of Sunnova’s common stock, at Sunnova’s election.

Sunnova will not be able to redeem the notes prior to June 5, 2024. On or after June 5, 2024, Sunnova may redeem the notes at its option if the last reported sale price of Sunnova’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which Sunnova provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a “fundamental change” (as defined in the indenture governing the notes) occurs at any time prior to the maturity date, holders of the notes may require Sunnova to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. In addition, following certain corporate events or if Sunnova issues a notice of redemption, Sunnova will, under certain circumstances, increase the conversion rate for holders who convert their notes in connection with such corporate event or notice of redemption.

Sunnova estimates that the net proceeds from the offering will be approximately $487.1 million (or $560.2 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and estimated offering expenses payable by Sunnova. Sunnova intends to allocate a portion of the net proceeds from the offering to repay outstanding debt, for other general corporate purposes, and to finance or refinance, in whole or in part, recently completed, pending or future Eligible Green Projects. “Eligible Green Projects” include expenditures for renewable energy and energy efficiency. Pending the allocation of any amounts to any Eligible Green Project, we will temporarily hold the allocated proceeds for Eligible Green Projects, at our own discretion, in cash or cash equivalents or other short-term marketable instruments, or repay existing indebtedness, consistent with our investment policy and capital allocation framework. In addition, Sunnova intends to use $79.7 million of the net proceeds to pay the cost of the capped call transactions described below.

In connection with the pricing of the notes, Sunnova entered into capped call transactions (the “capped call transactions”) with certain of the initial purchasers or their respective affiliates (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to Sunnova’s common stock upon any conversion of notes and/or offset any cash payments Sunnova is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $60.00 (which represents a premium of 125.6% over the last reported sale price of Sunnova’s common stock on the New York Stock Exchange on May 17, 2021), subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, Sunnova expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedge of the capped call transactions, Sunnova expects the option counterparties or their respective affiliates to purchase shares of Sunnova’s common stock and/or enter into various derivative transactions with respect to Sunnova’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Sunnova’s common stock or the notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Sunnova’s common stock and/or purchasing or selling Sunnova’s common stock or other securities of Sunnova in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to occur on each trading day during the observation 30 day trading period beginning on the 31st scheduled trading day prior to the maturity date of the notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Sunnova’s common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion of its notes.

Neither the notes, nor any shares of Sunnova’s common stock issuable upon conversion of the notes, have been, nor will be, registered under the Securities Act or any state securities laws and, unless so registered, such securities may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Sunnova’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “going to,” “could,” “intend,” “target,” “project,” “contemplates,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Sunnova’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding the expectations in connection with the offering, the use of proceeds from the offering and actions of the option counterparties and the effects on the price of our common stock as a result thereof. Sunnova’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks regarding our ability to forecast our business due to our limited operating history, the effects of the coronavirus pandemic on our business and operations, results of operations and financial position, our competition, fluctuations in the solar and home-building markets, availability of capital, our ability to attract and retain dealers and customers and our dealer and strategic partner relationships. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in Sunnova’s filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. The forward-looking statements in this press release are based on information available to Sunnova as of the date hereof, and Sunnova disclaims any obligation to update any forward-looking statements, except as required by law.

ABOUT SUNNOVA

Sunnova Energy International Inc. (NYSE: NOVA) is a leading residential solar and energy storage service provider with customers across the U.S. and its territories. Sunnova’s goal is to be the source of clean, affordable and reliable energy with a simple mission: to power energy independence so that homeowners have the freedom to live life uninterrupted®.


Contacts

Investor Relations:
Rodney McMahan, Vice President Investor Relations
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281.971.3323

MEDIA CONTACT
Alina Eprimian, Media Relations Manager
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OKLAHOMA CITY--(BUSINESS WIRE)--BCE-Mach III LLC recently signed a purchase and sale agreement to acquire producing properties in Western and Southern Oklahoma and the Texas Panhandle from Cimarex Energy. The acquisition, expected to close in June 2021, also includes two gas gathering and processing assets located in Southern Oklahoma.

BCE-Mach III LLC was formed in early 2020 and in April 2020 acquired the upstream and midstream assets from Alta Mesa Holdings, LP and Kingfisher Midstream, LLC, which are primarily located in Kingfisher County, Oklahoma. In total, Bayou City Energy Management LLC (“BCE”) and Mach Resources LLC (“Mach”) have made eight separate acquisitions since 2018 across the three BCE-Mach portfolio companies (collectively “BCE-Mach”).

BCE-Mach has assembled an expansive upstream portfolio of Anadarko Basin assets across 46 counties in Oklahoma, Kansas and the Texas Panhandle including interest in over 7,200 producing wells (over 3,100 operated producing wells), more than 700,000 net acres (96 percent held by production), and net production of ~48,000 boe/d (50 percent liquids). Additionally, BCE-Mach owns and operates an extensive infrastructure portfolio including two fully integrated water transfer and disposal systems (~700 miles of water pipelines and ~45 disposal wells), three gas gathering and processing systems (~310 MMcf/d processing capacity and ~450 miles of gathering lines), a ~85,000 HP compression fleet, and a crude gathering system (108 miles of pipeline and 50,000 bbl storage facility).

“We continue to have success adding to our holdings in the Mid-Continent region,” said CEO Tom Ward. “As a result of our scale in the area across our platforms, we are able to bolt on an acquisition of this size with minimal incremental overhead costs. In conjunction with our team’s expertise in the region and strong financial standing, we expect to extend our acquisition successes.”

“Our partnership with Mach has again resulted in owning more producing assets at attractive valuations,” said Will McMullen, BCE’s managing partner. “Generating free cash flow from our platform assets will continue as our overriding strategy. For 2021, we should exceed $200 million after accounting for all CAPEX, G&A, and debt interest expenditures, helping achieve a combined net debt to EBITDA multiple of a less than 0.25x. With this formidable financial strength, we will add to the Mid-Continent producing holdings and prudently develop the assets when appropriate. We will also evaluate applying this strategy to other basins where assets are either non-strategic to a seller or owned by unnatural holders.”

Mach is an independent oil and natural gas producer focused on acquiring, exploring and developing high-return, low-cost projects. Founded in January 2017, the company pursues assets with production history and development opportunity. Mach is headquartered in Oklahoma City, OK with 80 corporate team members and 220 field team members across seven field offices.

For more information about Mach, please visit www.machresources.com, call (405) 252-8100 or email This email address is being protected from spambots. You need JavaScript enabled to view it..

For more information about BCE, please visit www.bayoucityenergy.com, call (713) 400-8200 or email This email address is being protected from spambots. You need JavaScript enabled to view it..


Contacts

Lisa Lloyd, (405) 973-6960
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  • Flexjet offsets Owners' flights to 300% of CO2, to reflect both carbon and non-carbon emissions
  • Underscores Flexjet’s commitment to meet and exceed 2050 sustainability goals
  • A provision of 20,000 metric tonnes of CO2e offset was made for the first quarter of 2021

LONDON--(BUSINESS WIRE)--Leading private jet shared ownership provider Flexjet has unveiled details of a new sustainability programme for its European operation, which includes a 300% carbon dioxide equivalent offset made for every flight.



Delivered in partnership with the aviation sustainability consultancy 4AIR, the activity reflects the company’s operations from January 2021 and provides a comprehensive level of offsetting that compensates for both carbon and non-CO2 emissions, to meet 4AIR’s emissions-neutral (Silver) rating.

Flexjet Ltd., which offers European travellers access to its prestigious fleet of private jets, announced the results as the company expands in Europe, including its Praetor 600 shared ownership programme. Working with 4AIR, Flexjet offsets 300% of the carbon dioxide equivalent for every flight, to reflect both CO2 emissions and other pollutants, including water vapor, aerosol sulphate and nitrous oxides. Owners can also opt to enhance their commitment further if they wish to.

European Managing Director Marine Eugène commented: “We are pleased to now confirm this element of our overall sustainability plan, which is a comprehensive and industry-leading approach to offsetting. Our programme goes well beyond other industry offerings, and it is an action we take as a company for every flight, rather than an optional extra for Owners.

“We already have the youngest fleet in the industry, which brings fuel-efficiency advantages along with many other benefits to our Owners. With our partnership with 4AIR now in place, and reduction developments well underway within our group, we are firmly on a pathway to meet and exceed our sustainability goals, within the industry-wide 2050 commitment.”

The work to achieve emission neutral operations began in November 2020, with Flexjet’s sister company, PrivateFly, also working to the same standards. Now a combined operation in Europe under the leadership of Marine Eugène, a collective provision for nearly 20,000 tonnes of CO2 equivalent has already been made for the first quarter of 2021.

In addition to the mandatory 300% offset, Flexjet gives Owners the option of upgrading their sustainability commitment to attain 4AIR’s higher ratings, by buying Sustainable Aviation Fuel (SAF) or purchasing SAF credits; and by making a contribution to the Aviation Climate Fund, aimed at supporting research and development in aviation sustainability.

Flexjet’s offsets are purchased by 4AIR using Industry-leading verified carbon credits and support a global portfolio of six carefully chosen and accredited projects in areas such as solar and wind energy. Designed to reduce greenhouse gas emissions, the projects also deliver wider social benefits.

One such example is the Cookstove Project in Malawi, which distributes fuel-efficient cookstoves to families living in rural communities who use open fires in their homes. In addition to reducing the carbon dioxide output, using these stoves reduces the amount of wood and coal consumed by these communities; lessens the time needed to collect fuel; and avoids the negative health impact of dangerous air pollutants being released into their homes.

“We know offsetting is just one piece of the aviation sustainability solution, and it is a bridge towards a carbon-free future.” said Flexjet Chief Executive Officer Michael Silvestro. “Direct emission reduction is a key focus for us in both medium and long-term projects. Flexjet and our wider Directional Aviation family is invested in projects to support emerging aviation technologies, so we can be at the forefront of sustainable flying, both now and into the future.”

About Flexjet

Flexjet first entered the fractional jet ownership market in 1995. Flexjet offers fractional jet ownership and leasing. Flexjet’s fractional aircraft programme is the first in the world to be recognized as achieving the Air Charter Safety Foundation’s Industry Audit Standard, is the first and only company to be honored with 22 FAA Diamond Awards for Excellence, upholds an ARG/US Platinum Safety Rating and is IS-BAO compliant at Level 2. Flexjet’s fractional programme fields an exclusive array of business aircraft—some of the youngest in the fractional jet industry, with an average age of approximately six years. In 2015, Flexjet introduced Red Label by Flexjet, which features the youngest fleet in the industry, flight crews dedicated to a single aircraft and the LXi Cabin Collection of interiors. To date there are more than 40 different interior designs across its fleet, which includes the Embraer Phenom 300, Legacy 450 and Praetor 500, Bombardier Challenger 350, the Gulfstream G450, G500, G650 and G700, and the Aerion AS2 supersonic business jets. Flexjet’s European fleet includes the Embraer Praetor 600, Legacy 500 and 600. Flexjet is a member of the Directional Aviation family of companies. For more details on innovative programmes and flexible offerings, visit www.flexjet.com or follow us on Twitter @Flexjet and on Instagram @FlexjetLLC.

About the 4AIR Rating Program

The 4AIR Rating – the first and only rating system focused on comprehensive sustainability in private aviation, taking you beyond carbon neutrality – offers understandable benchmarks that are aligned with industrywide goals and consistent with international standards. This allows private aviation users to evaluate the comprehensiveness of their own sustainability program or that of the private aviation sustainability programs available on the market. 4AIR’s framework offers four increasingly progressive levels:

4AIR Bronze: Carbon-Neutral
4AIR Bronze allows participants to be carbon-neutral by offsetting all of their carbon dioxide (CO2) emissions with verified carbon offset credits.

4AIR Silver: Emissions-Neutral
Two-thirds of an aircraft’s environmental impact comes from non-carbon dioxide warming pollutants such as water vapor, soot and contrails. 4AIR Silver enables participants to be fully emissions-neutral, compensating for non-CO2 impacts with verified offsets.

4AIR Gold: Emissions Reduction
4AIR Gold allows participants to go beyond emissions neutrality to actually reducing emissions by at least 5 percent through solutions such as using Sustainable Aviation Fuel (SAF) or purchasing SAF credits through 4AIR.

4AIR Platinum: Climate Champion
4AIR Platinum allows participants to support new technologies in aviation with a contribution to the Aviation Climate Fund, aimed at supporting research and development in aviation sustainability.

About 4AIR

4AIR is an industry pioneer offering sustainability solutions beyond just simple carbon neutrality. Its industry-first framework seeks to address climate impacts of all types and provides a simplified and verifiable path for private aviation industry participants to achieve meaningful aircraft emissions counteraction and reduction.

The 4AIR framework offers four levels, each with specific, science-based goals, independently verified results and progressively greater impacts on sustainability that make it easy for private aviation users to pursue sustainability through access to carbon markets, use of Sustainable Aviation Fuel, support for new technologies and other strategies.

All carbon credits through 4AIR are quantified and verified through the most respected and international leading bodies that issue and register credits, including the American Carbon Registry, Climate Action Reserve, Verified Carbon Standard (VERRA) and The Gold Standard. Additionally, end-of-year commitment audits are independently verified by third parties. 4AIR also serves the demand signal working groups with the World Economic Forum’s Clean Skies for Tomorrow Coalition.

For more information, visit us at www.4air.aero.


Contacts

Tom Ville: This email address is being protected from spambots. You need JavaScript enabled to view it. +44 (0)7931 127713
Viv Diprose: This email address is being protected from spambots. You need JavaScript enabled to view it. +44 (0)7931 624864

BOSTON--(BUSINESS WIRE)--Advent Technologies Holdings, Inc. (NASDAQ: ADN) (“Advent”), an innovation-driven company in the fuel cell and hydrogen technology space, today announced that the 2021 annual meeting of stockholders (the “Annual Meeting”) originally scheduled to be held on Thursday, May 20, 2021, has been postponed. In response to the SEC’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”), which highlighted the complex nature of warrants of a kind similar to those issued by Advent, Advent has postponed the Annual Meeting to allow for the mailing of an update to our annual report to include the restatement of certain financial statements of AMCI Acquisition Corp. prior to the business combination. The Staff Statement informed market participants that warrants issued by SPACs may require classification as a liability, with non cash fair value adjustments recorded in earnings at each reporting period.


The Annual Meeting will now be held on June 8, 2021, at 9:00 a.m. Eastern Time. The record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting will remain April 12, 2021.

We are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in light of the evolving COVID-19 situation. As a result, our Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.

About Advent Technologies Holdings, Inc.

Advent Technologies Holdings, Inc. is a U.S. corporation that develops, manufactures, and assembles critical components for fuel cells and advanced energy systems in the renewable energy sector. Advent is headquartered in Boston, Massachusetts, with offices in the San Francisco Bay Area and Europe. With 120-plus patents (issued and pending) for its fuel cell technology, Advent holds the IP for next-gen high-temperature proton exchange membranes (HT-PEM) that enable various fuels to function at high temperatures under extreme conditions – offering a flexible ‘Any Fuel. Anywhere’ option for the automotive, maritime, aviation and power generation sectors.

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including the Company’s plans and expectations with respect to the Annual Meeting. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company’s ability to realize the benefits from the business combination; the Company’s ability to maintain the listing of the Company’s common stock on Nasdaq; future financial performance; public securities’ potential liquidity and trading; impact from the outcome of any known and unknown litigation; ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures; future mix of revenue and effect on gross margins; attraction and retention of qualified directors, officers, employees and key personnel; ability to compete effectively in a competitive industry; ability to protect and enhance our corporate reputation and brand; expectations concerning our relationships and actions with our technology partners and other third parties; impact from future regulatory, judicial and legislative changes to the industry; ability to locate and acquire complementary technologies or services and integrate those into the Company’s business; future arrangements with, or investments in, other entities or associations; and intense competition and competitive pressure from other companies worldwide in the industries in which the Company will operate; and the risks identified under the heading "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2021, as well as the other information we file with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.


Contacts

Advent Technologies Holdings, Inc.
Elisabeth Maragoula
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Sloane & Company
Joe Germani / James Goldfarb
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Revenue exceeds the high end of guidance

Reaffirms 2021 financial guidance

MILLBRAE, Calif.--(BUSINESS WIRE)--Stem, Inc. (“Stem” or the “Company”) (NYSE:STEM), a global leader in artificial intelligence (AI)-driven clean energy storage services, announced today the financial results for the first quarter ended March 31, 2021. All financial and operating results included in this release are for the Stem business prior to the closing of the business combination with Star Peak Energy Transition Corp. (“Star Peak”). Based on the timing of the transaction close, the Company will not host an earnings call related to the first quarter results but will hold quarterly earnings calls starting with its second quarter 2021 results.


First Quarter 2021 Financial and Operating Highlights

  • Revenues of $15.4 million vs. $4.1 million in the same quarter last year
  • Gross Margin (GAAP) of (1)% vs. (34)% in the same quarter last year
  • Non-GAAP Gross Margin of 19% vs. 1% in the same quarter last year
  • Net Loss of $(82.6) million vs. $(17.5) million in the same quarter last year, which included a $66 million non-cash charge from the revaluation of warrants
  • Adjusted EBITDA of $(4.1) million vs. $(9.7) million in the same quarter last year
  • Contracted AUM of 1.10 gigawatt hours (GWh)
  • 12-month Pipeline of $1.43 billion
  • Contracted Backlog increased to $221 million driven by strong year-over-year bookings growth of 150%

John Carrington, Chief Executive Officer of Stem, commented, “We are excited to announce strong first quarter results following the recent completion of our business combination with Star Peak. Revenue exceeded the high end of our guidance range, coupled with strong gross margin and Adjusted EBITDA performance. Our contracted backlog grew more than 20% sequentially, reflecting strong commercial momentum particularly in the Front of the Meter (“FTM”) segment and a quickly growing end market. Looking forward, our sales, product development and operations teams continue to drive toward achieving our 2021 guidance and building momentum into 2022 and beyond. As the first publicly traded pure-play smart storage company, our experience, industry-leading software, robust service offerings, and strong balance sheet will continue to differentiate Stem in this rapidly expanding market.”

Key metrics

$ millions unless otherwise noted

 

Three Months Ended

March 31,

2021

2020

 

Financial metrics

Revenue

$15.4

$4.1

Gross Margin (GAAP)

($0.1)

($1.4)

Gross Margin (GAAP, %)

-1%

-34%

Non-GAAP Gross Margin

$2.9

$0.0

Non-GAAP Gross Margin (%)

19%

1%

Net Loss

($82.6)

($17.5)

Adjusted EBITDA

($4.1)

($9.7)

 

Operating metrics*

Contracted AUM (GWh)

1.10

0.48

12 Month Pipeline ($ billions)

$1.43

**

Contracted Backlog

$221

**

 

* at period end

** not available

First Quarter 2021 Financial and Operating Results

Financial Results

For the first quarter ended March 31, 2021, revenues increased 275% to $15.4 million versus $4.1 million in the same quarter last year. Higher hardware revenue from FTM partnership agreements, and more services revenue from host customer arrangements, drove the year-over year increase.

Gross Margin (GAAP) was $(0.1) million or (1)% versus $(1.4) million or (34)% in the same quarter last year. Non-GAAP Gross Margin was $2.9 million or 19% versus $0.0 million or 1% in the same quarter last year. The year-over-year increase in Non-GAAP Gross Margin resulted from an increased mix of software service revenues and higher-margin hardware deliveries.

Net Loss increased to $(82.6) million versus $(17.5) million in the same period last year. The larger loss was primarily due to a $66 million non-cash charge from the revaluation of warrants tied to an increase in the value of the underlying stock, partially offset by higher margins and lower operating expenses.

Adjusted EBITDA was $(4.1) million compared to $(9.7) million in the same quarter last year. The improved Adjusted EBITDA results were driven by higher gross margins and lower operating expenses, reflecting the success in Stem’s channel strategy driving lower customer acquisition costs.

Operating Results

Contracted Assets Under Management (“AUM”) more than doubled year-over-year to 1.10 GWh, driven by increased commercial activity and the addition of the 345 megawatt hour (MWh) Electrodes Holdings, LLC portfolio. Contracted AUM increased by 10% sequentially as new systems came in service.

The Company’s 12-month forward Pipeline was $1.43 billion as of March 31, 2021 representing significant year-over-year growth. The Gross Pipeline was $1.27 billion as of March 31, 2020. The Company updated its definition of Pipeline from “Gross” to “12-month forward” during 2020.

Contracted Backlog increased 20% sequentially, from $184 million as of December 31, 2020 to $221 million as of March 31, 2021. The increase in contracted backlog resulted from strong bookings of $51 million tied to increased commercial activity, particularly in the FTM market, which more than offset recognized revenue. The growth in bookings represents a 150% year over year increase from the $20M recorded in the quarter ended March 31, 2020.

Business Highlights

On April 28, 2021, Stem completed its business combination with Star Peak, and on April 29, 2021 began trading under the ticker symbol “STEM” on the New York Stock Exchange (NYSE). All prior Stem shareholders rolled 100% of their equity holdings into the new public company.

On April 14, 2021, Stem announced it had completed six months of successful operation of the 345 MWh energy storage portfolio owned by Electrodes. Customers in the 86-site portfolio realized more than 30% greater monthly energy savings compared to the previous software provider. Stem seamlessly onboarded the portfolio to its AthenaTM smart energy storage software within two months of being awarded the exclusive contract.

On March 2, 2021, Stem announced the installation of its largest Massachusetts “solar plus storage” site. Located in Haverhill, MA, the 9 MWh battery will generate revenues from multiple value streams by enabling Stem’s partner Kearsarge Energy’s storage system to participate in the Solar Massachusetts Renewable Target (SMART) program, New England wholesale energy markets, and Massachusetts’s Clean Peak Energy Standard program.

Outlook

The Company reaffirms its previously issued guidance, which includes revenue of $147 million and Adjusted EBITDA of $(25) million for the full year 2021. Consistent with prior guidance, Stem reaffirms the remaining expected 2021 quarterly revenue as follows: 2Q 5-15%, 3Q 20-30%, 4Q 50-60%.

The Company has contracted for sufficient supply chain commitments to meet its 2021 revenue goal and will continue to diversify its supply chain, adopt alternative technologies, and utilize its balance sheet to meet the significant growth in customer demand.

Use of Non-GAAP Financial Measures

The Company has presented certain non-GAAP financial measures in this release, such as Non-GAAP Gross Margin and Adjusted EBITDA. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States, or GAAP. Reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the accompanying tables to this release. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions, and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

The Company uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and facilitate period-to-period comparisons. The Company believes that these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business.

About Stem, Inc.

Stem, Inc. (NYSE: STEM) provides solutions that address the challenges of today’s dynamic energy market. By combining advanced energy storage solutions with Athena™, a world-class AI-powered analytics platform, Stem enables customers and partners to optimize energy use by automatically switching between battery power, onsite generation and grid power. Stem’s solutions help enterprise customers benefit from a clean, adaptive energy infrastructure and achieve a wide variety of goals, including expense reduction, resilience, sustainability, environmental and corporate responsibility and innovation. Stem also offers full support for solar partners interested in adding storage to standalone, community or commercial solar projects – both behind and in front of the meter. For more information, visit www.stem.com.

Forward-Looking Statements

Certain statements in this communication may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. For example, projections of future revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Stem and its management, depend upon inherently uncertain factors that may cause actual results to differ materially from current expectations, including, but not limited to: Stem’s ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of Stem to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; risks relating to the development and performance of Stem’s energy storage systems and software-enabled services; the possibility that Stem may be adversely affected by other economic, business and/or competitive factors; the ability to maintain the listing of Stem’s securities on the NYSE following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of Stem; changes in applicable laws or regulations; Stem’s estimates of its financial performance; the outcome of any legal proceedings that may be instituted against Stem or others following the consummation of the business combination; the impact of the COVID-19 pandemic and its effect on Stem’s business, financial condition and results of operations; and other risks and uncertainties set forth in the section entitled “Risk Factors” in the definitive proxy statement relating to the business combination filed by Star Peak on March 30, 2021 and other documents Stem files with the SEC in the future. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. We caution you that the foregoing list of factors is not exhaustive, and readers should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Stem does not undertake any duty to update these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

STEM, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share amounts)

 

 

March 31, 2021

December 31, 2020

ASSETS

 

 

Current assets:

 

 

Cash and cash equivalents

$

9,873

 

$

6,942

 

Accounts receivable, net

14,567

 

13,572

 

Inventory, net

22,309

 

20,843

 

Other current assets (includes $1,485 and $123 due from related parties as of March 31, 2021 and December 31, 2020, respectively)

6,587

 

7,920

 

Total current assets

53,336

 

49,277

 

Energy storage systems, net

119,842

 

123,703

 

Contract origination costs, net

10,981

 

10,404

 

Goodwill

1,666

 

1,739

 

Intangible assets, net

12,170

 

12,087

 

Other noncurrent assets

14,395

 

8,640

 

Total assets

$

212,390

 

$

205,850

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

 

 

Current liabilities:

 

 

Accounts payable

$

21,721

 

$

13,749

 

Accrued liabilities

17,084

 

16,072

 

Accrued payroll

6,512

 

5,976

 

Notes payable, current portion

36,182

 

33,683

 

Convertible promissory notes (includes $45,385 and $45,271 due to related parties as of March 31, 2021 and December 31, 2020, respectively)

68,868

 

67,590

 

Financing obligation, current portion

18,052

 

14,914

 

Deferred revenue, current

38,762

 

36,942

 

Other current liabilities (includes $321 and $399 due to related parties as of March 31, 2021 and December 31, 2020, respectively)

1,069

 

1,589

 

Total current liabilities

208,250

 

190,515

 

Deferred revenue, noncurrent

16,640

 

15,468

 

Asset retirement obligation

4,150

 

4,137

 

Notes payable, noncurrent

6,418

 

4,612

 

Financing obligation, noncurrent

70,059

 

73,128

 

Warrant liabilities

161,486

 

95,342

 

Lease liability, noncurrent

41

 

57

 

Total liabilities

467,044

 

383,259

 

Commitments and contingencies (Note 13)

 

 

Convertible preferred stock, $0.00001 par value; 409,351,021 shares authorized as of March 31, 2021 and December 31, 2020; 175,528,225 and 175,437,783 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively; (liquidation preference of $258,084 and $257,947 as of March 31, 2021 and December 31, 2020, respectively)

220,955

 

220,563

 

Stockholders’ Deficit:

 

 

Series 1 convertible preferred stock, $0.00001 par value; 4,305 shares authorized as of March 31, 2021 and December 31, 2020; 2,961 shares issued and outstanding as of March 31, 2021 and December 31, 2020

 

 

Common stock, $0.000001 par value; 474,728,323 shares authorized as of March 31, 2021 and December 31, 2020; 17,694,228 and 11,228,371 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively

 

 

Additional paid-in capital

14,726

 

10,061

 

Accumulated other comprehensive income (loss)

59

 

(192

)

Accumulated deficit

(490,394

)

(407,841

)

Total stockholders’ deficit

(475,609

)

(397,972

)

Total liabilities, convertible preferred stock and stockholders’ deficit

$

212,390

 

$

205,850

 

STEM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except share and per share amounts)

 

 

Three Months Ended March 31,

 

2021

2020

Services revenue

$

4,881

 

$

3,393

 

Hardware revenue

10,539

 

718

 

Total revenue

15,420

 

4,111

 

Cost of service revenue

6,905

 

4,762

 

Cost of hardware revenue

8,632

 

751

 

Total cost of revenue

15,537

 

5,513

 

Gross margin

(117

)

(1,402

)

Operating expenses:

 

 

Sales and marketing

2,667

 

4,397

 

Research and development

4,407

 

3,395

 

General and administrative

2,692

 

3,004

 

Total operating expenses

9,766

 

10,796

 

Loss from operations

(9,883

)

(12,198

)

Other income (expense), net:

 

 

Interest expense

(6,233

)

(4,369

)

Change in fair value of warrants and embedded derivative

(66,397

)

1,009

 

Other expenses, net

(40

)

(1,913

)

Total other income (expense)

(72,670

)

(5,273

)

Loss before income taxes

(82,553

)

(17,471

)

Income tax expense

 

 

Net loss

$

(82,553

)

$

(17,471

)

Net loss per share attributable to common shareholders, basic and diluted

$

(6.73

)

$

(2.97

)

Weighted-average shares used in computing net loss per share, basic and diluted

12,263,160

 

9,075,646

 

STEM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

 

Three Months Ended March 31,

 

2021

2020

OPERATING ACTIVITIES

 

 

Net loss

$

(82,553

)

$

(17,471

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Depreciation and amortization expense

5,079

 

3,994

 

Non-cash interest expense, including interest expenses associated with debt issuance costs

3,902

 

2,116

 

Stock-based compensation

760

 

456

 

Change in fair value of warrant liability and embedded derivative

66,397

 

(1,009

)

Noncash lease expense

160

 

141

 

Accretion expense

50

 

114

 

Impairment of energy storage systems

613

 

237

 

Changes in operating assets and liabilities:

 

 

Accounts receivable

(955

)

206

 

Inventory

(1,466

)

(5,104

)

Other assets

(4,690

)

(2,660

)

Contract origination costs

(779

)

(742

)

Accounts payable and accrued expenses

8,640

 

1,081

 

Deferred revenue

2,992

 

8,016

 

Lease liabilities

(176

)

(152

)

Other liabilities

199

 

107

 

Net cash used in operating activities

(1,827

)

(10,670

)

INVESTING ACTIVITIES

 

 

Purchase of energy storage systems

(1,525

)

(1,911

)

Capital expenditures on internally-developed software

(1,238

)

(1,399

)

Net cash used in investing activities

(2,763

)

(3,310

)

FINANCING ACTIVITIES

 

 

Proceeds from exercise of stock options and warrants

2,894

 

21

 

Proceeds from financing obligations

2,732

 

3,912

 

Repayment of financing obligations

(3,369

)

(1,860

)

Proceeds from issuance of convertible notes, net of issuance costs of $8 and $238 for the three months ended March 31, 2021 and 2020, respectively

1,118

 

14,050

 

Proceeds from issuance of notes payable

3,879

 

 

Repayment of notes payable

(161

)

(3,968

)

Net cash provided by financing activities

7,093

 

12,155

 

Effect of exchange rate changes on cash and cash equivalents

428

 

(184

)

Net increase (decrease) in cash and cash equivalents

2,931

 

(2,009

)

Cash and cash equivalents, beginning of year

6,942

 

12,889

 

Cash and cash equivalents, end of period

$

9,873

 

$

10,880

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

Cash paid for interest

$

1,480

 

$

1,895

 

Cash paid for taxes

$

 

$

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

Change in asset retirement costs and asset retirement obligation

$

37

 

$

4

 

Purchases of energy storage systems in accounts payable

$

1,260

 

$

66

 

Conversion of accrued interest into outstanding note payable

$

256

 

$

 

Settlement of warrant liability into preferred stock due to exercise

$

253

 

$

 

Stock-based compensation capitalized to internal-use software

$

24

 

$

 

STEM, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, except percentages; unaudited)

The following table provides a reconciliation of Net loss to Adjusted EBITDA:

 

Three Months Ended March 31,

 

2021

2020

 

(in thousands)

Net loss

$

(82,553

)

$

(17,471

)

Adjusted to exclude the following:

 

 

Depreciation and amortization

5,079

 

3,994

 

Interest expense

6,233

 

4,369

 

Stock-based compensation

760

 

456

 

Change in fair value of warrants and embedded derivative

66,397

 

(1,009

)

Adjusted EBITDA

$

(4,084

)

$

(9,661

)

The following table provides a reconciliation of Gross Margin (GAAP) to Non-GAAP Gross Margin:

$ millions unless otherwise noted

 

Three Months Ended

March 31,

2021

2020

 

Revenue

$15.4

$4.1

Cost of Good Sold

($15.5)

($5.5)

Gross Margin (GAAP)

($0.1)

($1.4)

Gross Margin (GAAP) (%)

-1%

-34%

 

Adjustments to Gross Margin

Amortization of Capitalized Software

$1.2

$0.9

Impairments

$0.9

$0.5

Other Adjustments

$0.9

$0.0

Non-GAAP Gross Margin

$2.9

$0.0

Non-GAAP Gross Margin (%)

19%

1%

The following table provides a reconciliation of current backlog to prior quarter backlog:

$ millions

 

Period ending 4Q20

$184

Add: Bookings

$51

Less: Revenue

($15)

Other

$1

Period ending 1Q21

$221

Key Definitions:

Item

Definition

12-Month Pipeline

Total value of uncontracted, potential hardware and software revenue from opportunities currently in process by Stem direct salesforce and channel partners which have a reasonable likelihood of contract execution within 12 months

  • Market participation revenue is excluded from pipeline

Gross Pipeline

Total value of uncontracted, potential hardware and software revenue from opportunities currently in process by Stem direct salesforce and channel partners

  • Market participation revenue is excluded from pipeline

Bookings

Total value of executed customer agreements, as measured during a given period (e.g. quarterly booking or annual booking)

  • Customer contracts are typically executed 6-12 months ahead of installation
  • Booking amount typically includes:
    1. Hardware revenue, which is typically recognized at delivery of system to customer,
    2. Software revenue, which represents total nominal software contract value recognized ratably over the contract period,
    3. Market participation revenue is excluded from booking value

Contracted Backlog

Total value of bookings in dollars, as reflected on a specific date

  • Backlog increases as new contracts are executed (bookings)
  • Backlog decreases as integrated storage systems are delivered and recognized as revenue

Contracted AUM

Total MWh of systems in operation or under contract

Source: Stem, Inc.


Contacts

Stem Investor Contacts
Ted Durbin, Stem
Marc Silverberg, ICR
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(847) 905-4400

Stem Media Contacts
Cory Ziskind, ICR
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BOSTON--(BUSINESS WIRE)--XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a leading provider of fleet electrification solutions for commercial vehicles in North America, today announced first quarter 2021 financial results.


First Quarter 2021 and Recent Highlights

  • Generated revenue for first quarter of 2021 of $0.7 million, compared to $1.2 million in the prior year
  • Exited first quarter of 2021 with cash balance of $404 million as of March 31, 2021
  • Achieved over 4,300 cumulative hybrid and plug-in hybrid systems sold through first quarter of 2021
  • Appointed Cielo Hernandez, an accomplished financial executive with over 25 years of experience, as CFO of XL Fleet
  • Announced acquisition of World Energy Efficiency Services, LLC (“World Energy”) to accelerate fleet electrification adoption and expand XL Grid charging infrastructure offering

Management Commentary

“As we anticipated, the first quarter was challenging, with OEM delays continuing to impact the entirety of the automotive supply chain,” said Dimitri Kazarinoff, Chief Executive Officer of XL Fleet. “While near-term uncertainty remains in place, we continue to position our company for accelerated growth, adding key leadership and scaling our organization to meet the increasing demand for vehicle electrification. We exited the first quarter with more than $400 million of cash on hand, allowing us to remain opportunistic in executing on our organic and inorganic growth strategy, including today’s announcement of our strategic World Energy acquisition.”

“As a market leader in fleet electrification, we continue to benefit as customers accelerate their electrification decisions while remaining focused on the reliability and zero downtime nature that our customers’ applications require,” said Tod Hynes, Founder & President of XL Fleet. “With over 4,300 systems and more than 154 million miles on the road today, we gain more knowledge about our customers’ application needs by the day, informing the continued and future development of our growing suite of fleet electrification solutions. We are particularly excited to announce the highly complementary acquisition of World Energy, which we believe will enable our customers to deploy more charging infrastructure at their facilities more rapidly and with a lower total cost of ownership. This acquisition will also accelerate the build out, expansion and capabilities of our XL Grid division.”

Outlook

“Demand for our electrified solutions continues to increase and customer engagement remains robust,” added Mr. Kazarinoff. “However, the previously discussed supply chain issues stemming from the ongoing impacts of COVID-19 and wide scale shortages of key materials remain in place across the broader automotive industry during the second quarter. This dynamic continues to significantly interrupt our customers’ ability to acquire the new vehicles on which our systems are installed.”

“While these factors continue to cause near-term uncertainty, we have seen modest improvement in demand visibility for the second half of the year,” continued Mr. Kazarinoff. “Many municipal customers have new budgets beginning in July, and we believe that the desire to improve the sustainability of fleet operations is gaining momentum across the industry and driving demand growth for our products and services. We expect our seasonality to be more pronounced this year, with a significant majority of our revenue anticipated to be realized in the second half of the year, as COVID-related demand impacts are expected to abate, and commercial customers push for vehicle deliveries ahead of 2022.”

“We believe that our all-electric solutions are currently on track to begin initial shipments beginning in 2022, and we continue to pursue opportunities for expansion into international markets,” concluded Mr. Kazarinoff.

First Quarter 2021 Financial Results

Revenue totaled $0.7 million in the first quarter of 2021 compared to $1.2 million in the first quarter of 2020. Gross loss was $0.7 million for the first quarter of 2021, compared to a gross loss of $0.05 million in the first quarter of 2020. Adjusted EBITDA was ($9.9) million for the first quarter of 2021, compared to ($3.5) million for the first quarter of 2020. Net income was $61.9 million for the first quarter of 2021, compared to net loss of $6.5 million in the first quarter of 2020. Net income for the first quarter of 2021 includes a non-cash gain from the change in fair value of warrant liability of $72.0 million. Adjusted net loss was $10.1 million for the first quarter of 2021, compared to adjusted net loss of $4.9 million in the first quarter of 2020.

Balance Sheet and Capital

Cash and cash equivalents as of March 31, 2021 totaled $404.1 million compared to $329.6 million as of December 31, 2020. Total debt outstanding as of March 31, 2021 was approximately $0.1 million. XL Fleet has approximately 139.1 million shares of Common Stock outstanding as of March 31, 2021.

Operating Summary

Since the beginning of 2020, the Company shipped a total of 1,506 systems, of which, 31 systems were shipped during the first quarter of 2021. Systems shipped since the beginning of 2020 include XL Fleet’s hybrid and plug-in hybrid systems. XL Fleet is currently developing all electric systems, and remains on track to begin shipments in the fourth quarter of 2021.

XL Fleet Acquires World Energy Efficiency Services

Today, XL Fleet announced the acquisition of World Energy Efficiency Services, a Northeast leader in the delivery of turnkey energy efficiency, renewable technology, electric vehicle charging station and other cutting edge energy solutions for small to mid-sized facilities. The acquisition accelerates XL Fleet’s suite of fleet electrification solutions, enables customers to charge more vehicles at their existing facilities which have power constraints, and expands the capabilities and capacity of the Company’s XL Grid division.

We believe that the bolt-on acquisition expands XL Fleet’s EV charging infrastructure capabilities, unlocks additional energy management and savings services for its customers, and enables additional sales opportunities for existing and potential XL Fleet customers.

World Energy generated $18 million of total revenue and was free cash flow positive for full-year 2020. Total consideration for the acquisition is approximately $16 million. The transaction was approved by both companies' Boards of Directors and was completed effective May 17, 2021.

First Quarter 2021 and Recent Operational & Business Updates

  • In April 2021, XL Fleet appointed Cielo M. Hernandez as Chief Financial Officer of XL Fleet. Ms. Hernandez is a finance professional with more than 25 years of experience, with an extensive track record of leading global teams and strategies for publicly traded and private companies. Prior to joining XL Fleet, she served as Senior Vice President and Chief Financial Officer of South Jersey Industries, Inc., a publicly traded energy utility company.
  • In April 2021, XL Fleet and Dickinson Fleet Services (“Dickinson”) announced a partnership to expand XL Fleet’s nationwide service capacity to support the Company’s growth of electrified vehicle deployments over the past year, and its anticipated acceleration in 2021 and beyond.
  • In April 2021, XL Fleet and Apex Clean Energy announced that XL Fleet is electrifying Apex’s vehicle fleet as part of a comprehensive effort to reduce its carbon emissions.
  • In March 2021, XL Fleet opened its newest commercial fleet electrification technology center, an approximately 25,000 square-foot engineering facility located in the Metro Detroit region. The state-of-the-art facility is strategically located with access to world-class automotive and engineering talent, and will be utilized for the design, development, testing and production of electrification solutions.
  • In March 2021, XL Fleet completed the redemption of its Public Warrants, resulting in an additional approximately $86 million of cash proceeds and further streamlining the Company’s capital structure.
  • In February 2021, XL Fleet reached a strategic partnership with UBS Arena and the New York Islanders, with the opportunity to explore the deployment and operation of 1,000 EV charging stations at UBS Arena. XL Fleet intends to support this project through the development, deployment and management of a robust suite of electrification infrastructure, including solar power generation, energy storage and vehicle charging stations.
  • In February 2021, XL Fleet announced a partnership with Curbtender to develop all-electric, plug-in hybrid and hybrid electric refuse trucks beginning in 2021. The agreement also includes the joint development of plug-in hybrid electric versions of the vehicle, as well as a range of Class 3 to Class 8 vehicle solutions for the waste management industry.

Conference Call Information

The XL Fleet management team will host a conference call to discuss its first quarter 2021 financial results and the World Energy acquisition on Monday, May 17, 2021 at 5:00 p.m. Eastern Time. The call can be accessed live over the telephone by dialing 855-327-6837, or for international callers, 631-891-4304 and referencing XL Fleet. Alternatively, the call can be accessed via a live webcast accessible on the Events & Presentations page in the Investor Relations section of The Company’s website at www.xlfleet.com. A replay will be available shortly after the call and can be accessed by dialing 844-512-2921, or for international callers, 412-317-6671. The passcode for the replay is 10014684. The replay will be available until May 31, 2021. An archive of the webcast will be available for a period of time shortly after the call on the Investor Relations section of the Company’s website at www.xlfleet.com.

Restatement of 2020 Financials

In response to guidance provided by the SEC on April 12, 2021 regarding the accounting and reporting of warrants issued by SPACs, XL Fleet has restated its consolidated financial statements to change the accounting treatment of its warrants. The restatement is isolated to XL Fleet's historical accounting for its public warrants and private placement warrants issued in connection with its business combination and has no impact on the historical or forward-looking cash flow and operations of the Company. These warrants had been accounted for as equity. XL Fleet restated its fourth quarter and full-year 2020 financial statements to account for the warrants as liabilities which the Company believes to be consistent with the April, 2021 SEC guidance. The warrants will be marked-to-market with non-cash fair value adjustments. During the first quarter of 2021, the public warrants were exercised by their holders, and as such, no public warrants remain outstanding at March 31, 2021. The impacts of these restatements was entirely non-cash and is expected to have no impact on XL Fleet’s ongoing business operations or future plans.

About XL Fleet

XL Fleet is a leading provider of fleet electrification solutions for commercial vehicles in North America, with more than 150 million miles driven by customers such as The Coca-Cola Company, Verizon, Yale University and the City of Boston. XL Fleet’s hybrid and plug-in hybrid electric drive systems can increase fuel economy up to 25-50 percent and reduce carbon dioxide emissions up to 20-33 percent, decreasing operating costs and meeting sustainability goals while enhancing fleet operations. XL Fleet’s plug-in hybrid electric drive system was named one of TIME magazine's best inventions of 2019. For additional information, please visit www.xlfleet.com.

About World Energy Efficiency Services

World Energy Efficiency Services is an industry leader in the delivery of turnkey energy efficiency, renewable technology, electric vehicle charging station and other cutting-edge energy solutions. Our organization is focused on improving the overall energy efficiency of our clients, translating directly into significant bottom-line savings. By making energy-efficiency upgrades and adding sophisticated controls to lighting, heating, ventilation, air conditioning, refrigeration, and process equipment, clients can expect a material reduction in energy use, a 30-60% decrease in monthly utility costs, and a smaller carbon footprint. By combining comprehensive energy-efficiency solutions with utility incentive programs, project management and financing, World Energy Efficiency Services removes the barriers which can deter its customers from becoming more energy efficient, adopting solar solutions, and/or implementing electric vehicle charging stations.

Forward Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including but not limited to failure to realize the anticipated benefits from the business combination; the effects of pending and future legislation; the highly competitive nature of the Company’s business and the commercial vehicle electrification market; litigation, complaints, product liability claims and/or adverse publicity; cost increases or shortages in the components or chassis necessary to support the Company’s products and services; the introduction of new technologies; the impact of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, regulatory compliance and customer experience; the potential loss of certain significant customers; privacy and data protection laws, privacy or data breaches, or the loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability to convert its sales opportunity pipeline into binding orders; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the availability of capital; and the other risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 31, 2021, as amended and supplemented by the 10-K/A filed May 17, 2021, and other documents that the Company files with the SEC in the future. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements.

Use of Non-GAAP Financial Information

To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), XL Fleet Corp. reports EBITDA, Adjusted EBITDA, and Adjusted Net Income (Loss) which are non-GAAP financial measures. EBITDA is determined by taking net income and adding interest, depreciation and amortization. Adjusted EBITDA is determined by taking EBITDA and adding loss on extinguishment of debt, change in fair value of warrant liability and loss on extinguishment of convertible notes derivative liabilities. Adjusted Net Income (Loss) is determined by taking Net Income (Loss) and adding Loss on extinguishment of debt, change in fair value of warrant liability, and change in fair value of convertible notes payable derivative liabilities. This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. GAAP with respect to forward looking financial information. We believe that these non-GAAP measures, viewed in addition to and not in lieu of our reported GAAP results, provides useful information to investors by providing a more focused measure of operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. EBITDA, Adjusted EBITDA and Adjusted Net Income (Loss) has been reconciled to the nearest GAAP measure in the tables within these this press release.

XL Fleet Corp.

Unaudited Consolidated Statements of Operations

For the Three Months Ended March 31, 2021 and March 31, 2020

 

Three Months Ended March 31,

(In thousands, except per share and share amounts)

2021

 

2020

Revenues

$

675

 

$

1,232

 

Cost of revenues

 

1,391

 

 

1,284

 

Gross profit (loss)

 

(716

)

 

(52

)

Operating expenses:
Research and development

 

1,412

 

 

1,014

 

Selling, general, and administrative expenses

 

7,958

 

 

2,491

 

Loss from operations

 

(10,086

)

 

(3,557

)

Other (income) expense:
Interest expense, net

 

11

 

 

1,296

 

Loss on extinguishment of debt

 

-

 

 

1,038

 

Change in fair value of warrant liability

 

(72,005

)

 

-

 

Change in fair value of convertible notes payable derivative liability

 

-

 

 

563

 

Other income

 

(6

)

 

-

 

Net income (loss)

$

61,914

 

$

(6,454

)

Net income (loss) per share, basic

$

0.46

 

$

(0.08

)

Net income (loss) per share, diluted

$

0.42

 

$

(0.08

)

Weighted-average shares outstanding, basic

 

135,575,145

 

 

82,165,241

 

Weighted-average shares outstanding, diluted

 

148,571,379

 

 

82,165,241

 

XL Fleet Corp.

Reconciliation of Non-GAAP Financial Measures

For the Three Months Ended March 31, 2021 and March 31, 2020

 

Three Months Ended March 31,

(In thousands, except per share and share amounts)

2021

 

2020

Reconciliation of Net Income (Loss) to Adjusted EBITDA
Net income (loss)

$

61,914

 

$

(6,454

)

Interest expense, net

 

11

 

 

1,296

 

Depreciation and amortization

 

219

 

 

56

 

EBITDA

 

62,144

 

 

(5,102

)

Loss on extinguishment of debt

 

-

 

 

1,038

 

Change in fair value of warrant liability

 

(72,005

)

 

-

 

Change in fair value of convertible notes payable derivative liabilities

 

-

 

 

563

 

Adjusted EBITDA

$

(9,861

)

 

$

(3,501

)

 

XL Fleet Corp.

Reconciliation of Non-GAAP Financial Measures

For the Three Months Ended March 31, 2021 and March 31, 2020

 

Three Months Ended March 31,

(In thousands, except per share and share amounts)

2021

 

2020

Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)
Net income (loss)

$

61,914

 

$

(6,454

)

Loss on extinguishment of debt

 

-

 

 

1,038

 

Change in fair value of warrant liability

 

(72,005

)

 

-

 

Change in fair value of convertible notes payable derivative liabilities

 

-

 

 

563

 

Adjusted Net Income (Loss)

$

(10,091

)

$

(4,853

)

XL Fleet Corp.

Unaudited Condensed Consolidated Balance Sheets

As of March 31, 2021 and December 31, 2020

 

March 31,

 

December 31,

(In thousands, except share and per share amounts)

2021

 

2020

(audited)
(restated)
Assets
Current assets:
Cash and cash equivalents

$

404,132

 

$

329,641

 

Restricted cash

 

150

 

 

150

 

Accounts receivable

 

7,572

 

 

10,559

 

Inventory, net

 

7,196

 

 

3,574

 

Prepaid expenses and other current assets

 

1,375

 

 

1,396

 

Total current assets

 

420,425

 

 

345,320

 

Property and equipment, net

 

1,880

 

 

579

 

Intangible assets, net

 

448

 

 

593

 

Right-of-use asset

 

4,224

 

 

-

 

Goodwill

 

489

 

 

489

 

Other assets

 

44

 

 

32

 

Total assets

$

427,510

 

$

347,013

 

Liabilities and stockholders' equity (deficit)
Current liabilities:
Current portion of long-term debt, net of debt discount and issuance costs

$

88

 

$

110

 

Accounts payable

 

3,063

 

 

4,372

 

Lease liability, current

 

757

 

 

-

 

Accrued expenses and other current liabilities

 

7,122

 

 

4,601

 

Total current liabilities

 

11,030

 

 

9,083

 

Long-term debt, net of current portion

 

80

 

 

98

 

Deferred revenue

 

305

 

 

305

 

Lease liability, non-current

 

3,479

 

 

-

 

Warrant liabilities

 

23,537

 

 

143,295

 

Contingent consideration

 

-

 

 

924

 

New market tax credit obligation(1)

 

4,428

 

 

4,412

 

Total liabilities

 

42,859

 

 

158,117

 

 
Commitments and contingencies
 
Stockholders' equity (deficit)
 
Common stock, $0.0001 par value; 350,000,000 shares authorized at March 31, 2021 and December 31, 2020; 139,105,704 and 131,365,254 issued and outstanding at March 31, 2021 and December 31, 2020, respectively.

 

14

 

 

13

 

Additional paid-in capital

 

450,924

 

 

317,084

 

Accumulated deficit

 

(66,287

)

 

(128,201

)

Total stockholders' equity (deficit)

 

384,651

 

 

188,896

 

Total liabilities and stockholders' equity (deficit)

$

427,510

 

$

347,013

 

 

(1) Held by variable interest entity.


Contacts

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PLANO, Texas--(BUSINESS WIRE)--Vine Energy Inc. (NYSE: VEI) (“Vine” or the “Company”) today reported first-quarter 2021 results and provided full-year 2021 guidance and select guidance for the second-quarter 2021.


Highlights

  • Completed IPO on March 17, 2021, raising net proceeds of approximately $322 million
  • Issued $950 million of 8-year, 6.75% senior unsecured notes to retire predecessor company notes; projected to save nearly $20 million per year in cash interest expense
  • Closed on a new reserves-based lending facility (“RBL”) with an initial borrowing base of $350 million

The highlights presented below reflect select financial metrics from the unaudited financial statements for the three months ended March 31, 2021 and 2020, and include the results of the predecessor Vine Oil & Gas LP for the entire period and the results of Brix Oil & Gas Holdings LP and Harvest Royalties Holdings LP from March 17, 2021, the effective date of the combination resulting from the corporate reorganization in connection with the initial public offering.

First-Quarter 2021 Select Financial Highlights

 

 

Q1 2021

 

Q1 2020

 

Change

($ millions, except per share metrics)

 

 

 

 

 

 

Production (MMcfd)

 

 

 

724

 

 

 

622

 

 

 

102

Revenue, w/derivatives

 

$

 

118

 

$

 

130

 

$

 

(12

)

Operating Income

 

$

 

(23

)  

$

 

3

 

$

 

(26

)

Operating Cash Flow

 

$

 

105

 

$

 

100

 

$

 

5

Net Income

 

$

 

(58

)  

$

 

(27

)  

$

 

(31

)

Net Income attributable to Vine

 

$

 

(16

)  

 

 

 

Earnings per share

 

$

 

(3.95

)  

 

 

 

The unaudited financial statements are presented in their entirety in the appendix of this release.

To facilitate a clearer representation of first-quarter 2021 performance, all results presented hereinafter are pro forma for the combination resulting from the corporate reorganization and initial public offering as if the transactions occurred on January 1, 2020.

Financial and Operational Highlights

  • Generated $145 million of adjusted EBITDAX and $20 million of Adjusted Free Cash Flow
  • Incurred capital of $98 million, or 68% of adjusted EBITDAX
  • Announced 2021 capital guidance, which is projected to yield average annual production of approximately 1 Bcf per day (net) while generating substantial Adjusted Free Cash Flow
  • Continued to demonstrate progress toward the Company’s objective to reduce methane and greenhouse gas intensity

Reflecting on the quarter, Eric Marsh, Chairman, President and Chief Executive Officer, commented, “Our initial public offering begins a sequel in Vine’s short but exciting history, and it was undoubtedly the most transformational quarter since 2014 when the company was created by the acquisition of our Haynesville asset. Following the combination of three successful companies, Vine today holds a strategic position in the Haynesville Basin and we have the size, scale and balance sheet to generate significant levered free cash flow and return capital to our shareholders, while concurrently upholding our longstanding commitment to safety and environmental stewardship.”

Mr. Marsh continued, “Though there are many new things about us, our core identity hasn’t changed. Most notably, we have about 25 years of high-quality inventory that supports our ability to create free cash flow longevity, and our operating team is one of the most highly skilled, technical collection of professionals in the industry. We harbor the institutional knowledge and technology which allows us to drill some of the most economic natural gas wells in North America. We believe we can eclipse past milestones as we reach new drilling and completion efficiencies, drive down capital intensity and operating expenses, and deliver on our expectations. Along the way, I believe improving natural gas fundamentals will hasten our bid to substantially increase the value of the company while holding production steady.”

First-Quarter 2021 Select Financial Highlights (Pro Forma)

 

 

Q1 2021 

 

Q1 2020

 

Change 

($ millions, except for per unit metrics)

 

 

 

 

 

 

Production (MMcfd)

 

 

945

 

 

859

 

 

86

 

Average Realized Price, w/realized derivatives ($/Mcf)

 

$

2.34

 

$

2.39

 

$

(0.05

)

Operating Expenses ($/Mcf)

 

$

0.63

 

$

0.66

 

$

(0.03

)

Adjusted EBITDAX

 

$

145

 

$

136

 

$

9

 

Capital Incurred

 

$

98

 

$

99

 

$

(1

)

Adjusted Free Cash Flow

 

$

20

 

$

12

 

$

8

 

Production increased 86 MMcfd compared to the prior year quarter due to new wells brought online, improved operational efficiencies and exceptional PDP performance. However, production was negatively impacted by 28 MMcfd averaged over the first quarter due to winter storm Uri in February 2021 that forced temporary well curtailments.

Average realized price, including realized gain/loss on derivatives, was $2.34 per Mcf, $0.05 per Mcf lower compared to the prior year quarter, as follows:

 

 

Q1 2021 

 

Q1 2020

 

Change 

NYMEX settlement price (MMBtu) (1)

 

$

2.69

 

 

$

1.95

 

 

$

0.74

 

Basis differential, including firm sales

 

 

(0.13

)

 

 

(0.18

)

 

 

0.05

 

Fuel component of gathering

 

 

(0.07

)

 

 

(0.05

)

 

 

(0.02

)

BTU factor

 

 

(0.09

)

 

 

(0.07

)

 

 

(0.02

)

Prior-period adjustments and non-operated sales

 

 

(0.04

)

 

 

(0.01

)

 

 

(0.03

)

Average realized price, excluding derivatives (Mcf)

 

$

2.36

 

 

$

1.64

 

 

$

0.72

 

Realized gain/(loss) on derivatives

 

 

(0.02

)

 

 

0.75

 

 

 

(0.77

)

Average realized price, including derivatives (Mcf)

 

$

2.34

 

 

$

2.39

 

 

($

0.05

)

(1)

 

Based on posted futures settlement

Total operating expense, excluding DD&A, strategic and exploration expense, and the non-cash gain on the gathering liability, decreased $0.03 per Mcf compared to the prior year quarter. Lease operating expense was impacted by costs related to winter storm Uri and higher produced water volume, while cash gathering expense benefited from a step down in the contractual rate in September 2020. G&A expense was lower by $0.02 due to the June 2020 reduction in force and operating leverage on higher production volume.

per Mcf

 

Q1 2021

 

Q1 2020

 

Change 

Lease operating

 

$

0.22

 

$

0.20

 

$

0.02

 

Gathering & treating, excluding non-cash gain

 

 

0.31

 

 

0.32

 

 

(0.01

)

Prod & ad-valorem taxes

 

 

0.06

 

 

0.06

 

 

0.00

 

General & administrative

 

 

0.05

 

 

0.07

 

 

(0.02

)

Total (may not foot due to rounding)

 

$

0.63

 

$

0.66

 

$

(0.03

)

Adjusted EBITDAX in the first-quarter 2021 was $145 million compared to $136 million in the prior year quarter, or approximately 73% of revenue, excluding unrealized derivative losses, in both periods. The increase was largely due to higher production volume, partially offset by lower average realized prices. With the sum of capital incurred and cash interest essentially flat year-over-year, Adjusted Free Cash Flow was $20 million compared to $12 million in the prior year quarter.

Refer to “Non-GAAP Financial Measures” in the appendix of this release for a definition of Adjusted EBITDAX and Adjusted Free Cash Flow and related disclaimers.

Operating Results

Development and completion capital incurred in the first-quarter 2021 was $92 million to drill 7 gross (6.2 net) wells and complete 11 gross (10.4) net wells, while other field capital was $6 million related to the buildout of the Company’s water gathering and disposal infrastructure, midstream, leasing and other miscellaneous investments.

Q1 2021

 

Haynesville

 

Mid-Bossier

 

Total

 

 

Gross

 

Net 

 

Gross

 

Net 

 

Gross 

 

Net 

Wells Drilled

 

3

 

2.9

 

4

 

3.3

 

7

 

6.2

Wells Turned-In-Line (TIL)

 

9

 

8.4

 

2

 

2.0

 

11

 

10.4

Completed Lateral (ft)

 

 

 

 

 

 

 

 

 

87,993

 

83,010

Guidance: Prioritizing Free Cash Flow Generation and Debt Reduction

Vine’s 2021 guidance was developed to prioritize free cash flow generation and debt reduction. Average annual production is expected to be 10 – 12% higher compared to 2020 as the Company targets a one-time step-up to its optimal, long-term production goal of 1 Bcf per day.

Approximately 60% of expenditures associated with the 2021 capital program are expected to be incurred in the first six months of 2021. The program is expected to target 250,000 to 260,000 net feet of completed lateral while drilling and completion costs are expected in the range of $1,180 to $1,210 per lateral foot.

 

 

2021 (1) 

 

2nd quarter 2021 

Average Production

 

985 – 1,005 MMcfd

 

1,050 – 1,060 MMcfd

Adjusted Free Cash Flow (2)

 

$145 – $155 million

 

 

Capital Spending (incurred)

 

$340 – $350 million

 

 

Lease operating expense, per Mcf

 

$0.19 – $0.20

 

 

Gathering & treating, per Mcf

 

$0.29 – $0.30

 

 

Production & ad-valorem taxes, per Mcf

 

$0.06 – $0.07

 

 

General & administrative, per Mcf (3)

 

$0.06 – $0.07

 

 

Cash interest (4)

 

$88 – $90 million

 

$20 – $22 million

Cash income taxes (5)

 

$22 – $24 million

 

$5.0 – $5.5 million

(1)

 

Includes 1st quarter 2021 pro forma results for combined entity

(2)

 

Based on NYMEX futures on April 30, 2021; refer to the appendix for Vine’s definition of Adjusted Free Cash Flow

(3)

 

Excludes non-cash stock compensation

(4)

 

Excludes call premiums on retirement of Vine Oil & Gas LP unsecured notes

(5)

 

Includes tax distributions to original owners (financing cash flow)

Financial Position and Liquidity

As of March 31, 2021, total debt outstanding was $1.1 billion, consisting of $28 million outstanding under the 1st lien RBL, $150 million outstanding under the 2nd lien term loan, and $910 million of legacy unsecured notes issued by Vine Oil & Gas LP as the predecessor entity. Settlement of the newly issued $950 million, 6.75% 2029 senior unsecured notes did not occur until April 7, 2021. Liquidity was $389 million, in the form of cash on hand and availability under the Company’s $350 million RBL, less a $26 million letter of credit.

As of April 30, 2021, total debt outstanding was $1.2 billion, consisting of $73 million outstanding under the 1st lien RBL, $150 million outstanding under the 2nd lien term loan, and $950 million of 6.75% senior unsecured notes due 2029. Liquidity was $334 million.

In early May 2021, liquidity was enhanced by $13 million following the partial release (50%) of an outstanding letter of credit.

Hedging Update

Vine routinely utilizes commodity swaps and options to protect its development program and increase the predictability of future cash flows. As of March 31, 2021, approximately 90% of forecasted average production for April to December 2021 is hedged at a weighted average price of $2.53 per MMBtu.

The Company also engages in firm sales agreements with high-quality counterparties to effectively hedge the price received for natural gas sales at local gathering hubs. Approximately 55% of forecasted average production for April to December 2021 is presold, as follows: 30% at a weighted average price of $0.16 per MMBtu under NYMEX and 25% at $0.01 per MMBtu over Columbia Mainline.

Refer to appendix of this release for a quarterly schedule of the Company’s commodity derivative and firm sales portfolios.

Environmental, Social and Governance

Vine is committed to operating in a manner that protects the welfare of people, the environment, wildlife, and local communities. The Company proudly produces 100% natural gas to meet global demand for cleaner, sustainable, and reliable energy, while concurrently preserving ecosystems for future generations. Since 2017, Vine predecessors have reduced methane intensity by 62% and greenhouse gas intensity by 35%, with plans to realize further reductions. To learn more about Vine’s ESG leadership, visit www.vineenergy.com/commitment.

Conference Call

Date: May 17, 2021
Time: 9am Central time

Securities analysts may access an open line by dialing (844) 912-3900 (domestic U.S.) or (236) 714-3354 (international) using conference ID 5188044.

All others are encouraged to access the live webcast in listen-only mode by navigating to the following link: https://www.vineenergy.com/investors/events-and-presentations/. Note: registration required. Please access the link at least 5 minutes prior to the start of the call.

A replay of the webcast will be archived for one-year at the web address noted above.

About Vine Energy Inc.

Vine Energy Inc. (NYSE: VEI) is an energy company focused exclusively on the development of natural gas properties in the stacked Haynesville and Mid-Bossier shales in the Haynesville Basin of Northwest Louisiana. The company employs a relentless focus on generating free cash flow and shareholder returns while demonstrating environmental, social and governance leadership. For more information, visit our website at www.VineEnergy.com.

Forward-Looking Statements

The information in this Notice includes “forward-looking statements.” All statements, other than statements of historical fact included in this Notice, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Notice, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production and sale of natural gas. These risks include, but are not limited to, commodity price volatility, lack of availability of drilling and production equipment and services, costs for drilling and completion and production services, drilling and other operating risks, environmental risks, regulatory changes, the uncertainty inherent in estimating natural gas reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and other risks.

FINANCIAL STATEMENTS OF VINE ENERGY INC.

(U.S. GAAP)

 

VINE ENERGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share—Unaudited)

 

 

For the Three Months
Ended March 31,

 

2021

 

2020

Revenue:

 

 

 

 

Natural gas sales

 

$

153,986

 

 

$

92,543

 

Realized (loss) gain on commodity derivatives

 

 

(760

)

 

 

42,044

 

Unrealized loss on commodity derivatives

 

 

(35,103

)

 

 

(4,639

)

Total revenue

 

 

118,123

 

 

 

129,948

 

Operating Expenses:

 

 

 

 

Lease operating

 

 

14,960

 

 

 

12,995

 

Gathering and treating

 

 

20,601

 

 

 

16,382

 

Production and ad valorem taxes

 

 

3,982

 

 

 

4,149

 

General and administrative

 

 

2,583

 

 

 

3,331

 

Monitoring fee

 

 

2,077

 

 

 

1,738

 

Depletion, depreciation and accretion

 

 

97,072

 

 

 

82,324

 

Exploration

 

 

 

 

 

75

 

Strategic

 

 

 

 

 

562

 

Write-off of deferred IPO costs

 

 

 

 

 

5,787

 

Total operating expenses

 

 

141,275

 

 

 

127,343

 

Operating Income

 

 

(23,152

)

 

 

2,605

 

Interest Expense:

 

 

 

 

Interest

 

 

(29,792

)

 

 

(29,351

)

Loss on extinguishment of debt

 

 

(4,883

)

 

 

 

Total interest expense

 

 

(34,675

)

 

 

(29,351

)

Income before income taxes

 

 

(57,827

)

 

 

(26,746

)

Income tax provision

 

 

(165

)

 

 

(150

)

Net Income

 

$

(57,992

)

 

$

(26,896

)

Net income attributable to Predecessor

 

 

(28,939

)

 

 

Net income attributable to noncontrolling interest

 

 

(13,144

)

 

 

Net income attributable to Vine Energy Inc

 

 

(15,909

)

 

 

Net income per share attributable to Vine Energy Inc

 

 

 

 

Basic

 

$

(3.95

)

 

 

Diluted

 

$

(3.95

)

 

 

Weighted average shares outstanding:

 

 

 

 

Basic

 

 

4,032,450

 

 

 

Diluted

 

 

4,032,450

 

 

 

 

VINE ENERGY INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands—Unaudited)

 

 

March 31,
2021

 

December 31,
2020
 

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

92,528

 

 

$

15,517

 

Accounts receivable

 

 

91,161

 

 

 

77,129

 

Joint interest billing receivables

 

 

17,625

 

 

 

18,280

 

Prepaid and other

 

 

1,417

 

 

 

3,626

 

Total current assets

 

 

202,731

 

 

 

114,552

 

Natural gas properties (successful efforts):

 

 

 

 

Proved

 

 

3,162,572

 

 

 

2,722,419

 

Unproved

 

 

89,993

 

 

 

 

Accumulated depletion

 

 

(1,475,582

)

 

 

(1,380,065

)

Total natural gas properties, net

 

 

1,776,983

 

 

 

1,342,354

 

Other property and equipment, net

 

 

8,828

 

 

 

7,936

 

Other

 

 

12,233

 

 

 

2,921

 

Total assets

 

$

2,000,775

 

 

$

1,467,763

 

Liabilities and Stockholders’ Equity / Partners’ Capital

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

7,908

 

 

$

20,986

 

Accrued liabilities

 

 

141,468

 

 

 

90,004

 

Revenue payable

 

 

29,121

 

 

 

37,552

 

Derivatives

 

 

78,529

 

 

 

19,948

 

Total current liabilities

 

 

257,026

 

 

 

168,490

 

Long-term liabilities:

 

 

 

 

New RBL

 

 

28,000

 

 

 

 

Prior RBL

 

 

 

 

 

183,569

 

Second lien credit facility

 

 

143,664

 

 

 

142,947

 

Unsecured debt

 

 

899,435

 

 

 

898,225

 

Asset retirement obligations

 

 

23,467

 

 

 

21,889

 

TRA liability

 

 

6,985

 

 

 

 

Derivatives

 

 

31,447

 

 

 

38,341

 

Other

 

 

 

 

 

4,241

 

Total liabilities

 

 

1,390,024

 

 

 

1,457,702

 

Commitments and contingencies

 

 

 

 

Stockholders’ Equity / Partners’ Capital

 

 

 

 

Partners’ capital

 

 

 

 

 

10,061

 

Class A common stock, $0.01 par value, 350,000,000 shares authorized, 41,040,721 issued and outstanding at March 31, 2021

 

 

410

 

 

 

 

Class B common stock, $0.01 par value, 150,000,000 shares authorized, 34,218,535 issued and outstanding at March 31, 2021

 

 

342

 

 

 

 

Additional paid-in capital

 

 

348,406

 

 

 

 

Retained earnings

 

 

(15,909

)

 

 

Total stockholders’ equity attributable to Vine Energy Inc

 

 

333,249

 

 

 

10,061

 

Noncontrolling interest

 

 

277,502

 

 

 

 

Total stockholders’ equity / partners’ capital

 

 

610,751

 

 

 

10,061

 

Total liabilities and stockholders’ equity / partners’ capital

 

$

2,000,775

 

 

$

1,467,763

 

 

VINE ENERGY INC

CONSOLIDATED STATEMENTS OF CASH FLOW

(Amounts in thousands—Unaudited)

 

 

For the Three Months
Ended March 31,
 

 

 

2021

 

2020

Operating Activities

 

 

 

 

Net income

 

$

(57,992

)

 

$

(26,896

)

Adjustments to reconcile net income to operating cash flow:

 

 

 

 

Depletion, depreciation and accretion

 

 

97,072

 

 

 

82,324

 

Amortization of financing costs

 

 

2,909

 

 

 

4,361

 

Non-cash loss on extinguishment of debt

 

 

4,883

 

 

 

 

Non-cash write-off of deferred IPO costs

 

 

 

 

 

5,787

 

Unrealized loss on commodity derivatives

 

 

35,103

 

 

 

4,639

 

Volumetric and production adjustment to gas gathering liability

 

 

 

 

 

(2,567

)

Other

 

 

33

 

 

 

(6

)

Changes in assets and liabilities:

 

 

 

 

Accounts receivable

 

 

11,294

 

 

 

9,549

 

Joint interest billing receivables

 

 

10,084

 

 

 

(5,041

)

Accounts payable and accrued expenses

 

 

25,182

 

 

 

34,428

 

Revenue payable

 

 

(21,815

)

 

 

(6,967

)

Other

 

 

(1,442

)

 

 

530

 

Operating cash flow

 

 

105,311

 

 

 

100,141

 

Investing Activities

 

 

 

 

Cash received in acquisition of the Brix Companies

 

 

19,858

 

 

 

 

Capital expenditures

 

 

(78,013

)

 

 

(86,005

)

Investing cash flow

 

 

(58,155

)

 

 

(86,005

)

Financing Activities

 

 

 

 

Repayment of Brix Credit Facility

 

 

(127,500

)

 

 

 

Proceeds from New RBL

 

 

28,000

 

 

 

45,000

 

Payments on Prior RBL

 

 

(190,000

)

 

 

 

Proceeds from issuance of Class A common stock, net of fees

 

 

327,422

 

 

 

 

Deferred financing costs

 

 

(8,067

)

 

 

(3,848

)

Financing cash flow

 

 

29,855

 

 

 

41,152

 

Net increase in cash and cash equivalents

 

 

77,011

 

 

 

55,288

 

Cash and cash equivalents at beginning of period

 

 

15,517

 

 

 

18,286

 

Cash and cash equivalents at end of period

 

$

92,528

 

 

$

73,574

 

FINANCIAL STATEMENTS OF VINE ENERGY INC.
(Pro Forma)

To facilitate a clearer representation of first-quarter 2021 performance, all schedules presented hereinafter are pro forma for the combination resulting from the corporate reorganization and initial public offering as if the transactions occurred on January 1, 2020.  

VINE ENERGY INC.

UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

 

 

For the Three Months
Ended March 31,

 

 

2021

 

2020

Revenue:

 

 

 

 

Natural gas sales

 

$

200,927

 

 

$

128,296

 

Realized gain (loss) on derivatives

 

 

(2,348

)

 

 

58,305

 

Unrealized loss on derivatives

 

 

(37,949

)

 

 

(5,437

)

Total revenue

 

 

160,630

 

 

 

181,164

 

Operating Expenses:

 

 

 

 

Lease operating

 

 

18,693

 

 

 

15,725

 

Gathering and treating

 

 

26,296

 

 

 

22,654

 

Production and ad valorem taxes

 

 

4,757

 

 

 

4,951

 

General and administrative

 

 

3,954

 

 

 

5,453

 

Depletion, depreciation and accretion

 

 

106,505

 

 

 

93,457

 

Exploration

 

 

1

 

 

 

75

 

Strategic costs

 

 

 

 

 

717

 

Write-off of deferred IPO expenses

 

 

 

 

 

5,787

 

Total operating expenses

 

 

160,206

 

 

 

148,819

 

Operating Income

 

 

424

 

 

 

32,345

 

Interest expense

 

 

(34,249

)

 

 

(27,284

)

Income Before Income Taxes

 

 

(33,825

)

 

 

5,061

 

Income tax provision

 

 

(165

)

 

$

(150

)

Net Income

 

$

(33,990

)

 

$

4,911

 

Net income attributable to non-controlling interests

 

 

(15,390

)

 

 

2,303

 

Net Income Attributable to Vine Energy Inc

 

 

(18,600

)

 

 

2,608

 

Net Income per Share:

 

 

 

 

Basic

 

$

(0.45

)

 

$

0.06

 

Diluted

 

$

(0.45

)

 

$

0.06

 

Weighted Average Shares Outstanding:

 

 

 

 

Basic

 

 

41,040,721

 

 

 

41,040,721

 

Diluted

 

 

41,040,721

 

 

 

41,040,721

 

VINE ENERGY INC

SELECT PRO FORMA PRODUCTION AND UNIT COSTS STATISTICS

 

 

For the Three Months
Ended Mar 31,
 

 

 

2021

 

2020

Production data:

 

 

 

 

Natural gas (MMcf)

 

 

85,035

 

 

78,207

 

Average daily production (MMcfd)

 

 

945

 

 

859

 

Average sales prices per Mcf:

 

 

 

 

Before effects of derivatives

 

$

2.36

 

$

1.64

 

After effects of derivatives

 

 

2.34

 

 

2.39

 

Costs per Mcf:

 

 

 

 

Lease operating

 

$

0.22

 

$

0.20

 

Cash gathering and treating

 

 

0.31

 

 

0.32

 

Production and ad valorem taxes

 

 

0.06

 

 

0.06

 

General and administrative

 

 

0.05

 

 

0.07

 

Total cash operating expenses

 

$

0.63

 

$

0.66

 

Exploration

 

 

0.00

 

 

0.00

 

Depreciation, depletion and accretion

 

 

1.25

 

 

1.19

 

Strategic

 

 

 

 

0.01

 

Non-cash gain on gathering liability

 

 

 

 

(0.03

)

Non-cash writeoff of deferred IPO costs

 

 

 

 

0.07

 

Total (may not foot due to rounding)

 

$

1.88

 

$

1.90

 

VINE ENERGY INC.

NATURAL GAS SWAPS

 

 

Natural Gas
Swaps

 

Weighted Avg
Swap Price

Period

 

(MMBtud) 

 

($ / MMBtu) 

2021

 

 

 

 

Second Quarter

 

832,871

 

$

2.52

Third Quarter

 

845,333

 

$

2.53

Fourth Quarter

 

848,887

 

$

2.55

2022

 

 

 

 

First Quarter

 

866,797

 

$

2.56

Second Quarter

 

348,859

 

$

2.54

Third Quarter

 

409,853

 

$

2.54

Fourth Quarter

 

604,935

 

$

2.53

2023

 

 

 

 

First Quarter

 

528,652

 

$

2.48

Second Quarter

 

65,470

 

$

2.45

Third Quarter

 

45,954

 

$

2.44

Fourth Quarter

 

125,092

 

$

2.50

2024

 

 

 

 

First Quarter

 

313,512

 

$

2.53

Second Quarter

 

11,957

 

$

2.31

Third Quarter

 

7,366

 

$

2.31

Fourth Quarter

 

70,761

 

$

2.58

2025

 

 

 

 

First Quarter

 

137,667

 

$

2.58

VINE ENERGY INC.
FIRM SALES

Period

 

Firm Sales:
NYMEX Index
(MMBtud)

 

Weighted Avg Price
(NYMEX less)
($ / MMBtu)

 

Firm Sales:
ML Index
(MMBtud)
 

 

Weighted Avg Price
(ML plus)
($ / MMBtu) 

2021

 

 

 

 

 

 

 

 

Second Quarter

 

405,067

 

$

(0.163

)

 

467,171

 

$

0.012

Third Quarter

 

310,000

 

$

(0.163

)

 

355,202

 

$

0.013

Fourth Quarter

 

310,000

 

$

(0.163

)

 

138,401

 

$

0.014

2022

 

 

 

 

 

 

 

 

First Quarter

 

310,000

 

$

(0.163

)

 

30,000

 

$

0.015

Second Quarter

 

100,000

 

$

(0.150

)

 

30,000

 

$

0.015

Third Quarter

 

100,000

 

$

(0.150

)

 

30,000

 

$

0.015

Fourth Quarter

 

33,333

 

$

(0.150

)

 

30,000

 

$

0.015

2023

 

 

 

 

 

 

 

 

First Quarter

 

 

 

 

 

30,000

 

$

0.015

FINANCIAL STATEMENTS OF VINE ENERGY INC.
(Reconciliation)

NON-GAAP FINANCIAL MEASURES

We define Adjusted EBITDAX as our net income before interest expense, income taxes, depreciation, depletion and accretion, unrealized gains and losses on commodity derivatives, exploration expense, strategic expense, and other non-cash operating items. We believe Adjusted EBITDAX is a useful performance measure because it allows for an effective valuation of our operating performance when compared against our peers, without regard to our financing methods, corporate form, or capital structure.


Contacts

Investor Contact Information
David Erdman
Director, Investor Relations
Phone: 469-605-2480
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.


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