• Generates 4Q20 EPS of $0.69 (GAAP), $0.74 (non-GAAP); up 8% and 4% respectively vs. 4Q19
• Produces 2020 EPS of $2.91 (GAAP), $3.03 (non-GAAP); up 14% and 16% respectively vs. 2019
• Reports record quarterly and annual revenue: $557 million in 4Q20, more than $2.1 billion in 2020
• Increases quarterly dividend 11% to $0.21 per share
• Achieves low-double-digit compounded non-GAAP EPS growth compared with 2017 results
• Issues 2021 guidance: non-GAAP EPS range of $3.05 to $3.20 on low-single digit consolidated revenue growth

LYNCHBURG, Va.--(BUSINESS WIRE)--$BWXT #earnings--BWX Technologies, Inc. (NYSE: BWXT) ("BWXT", "we", "us" or the "Company") reported record revenue in the fourth quarter 2020 at $557 million, an 11% increase compared with $501 million in the fourth quarter 2019. GAAP net income for the fourth quarter 2020 was $65.7 million, or $0.69 per diluted share, compared with GAAP net income of $61.4 million, or $0.64 per diluted share, in the prior-year period. Non-GAAP net income for the fourth quarter 2020 was $70.9 million, or $0.74 per diluted share, compared with non-GAAP net income of $67.9 million, or $0.71 per diluted share, in the prior-year period.

Revenue in 2020 established a new record at over $2.1 billion, a 12% increase compared to $1.9 billion in 2019. GAAP net income in 2020 was $279 million, or $2.91 per diluted share, compared with GAAP net income of $244 million, or $2.55 per diluted share, in 2019. Non-GAAP net income in 2020 was $290 million, or $3.03 per diluted share, compared with non-GAAP net income of $251 million, or $2.62 per diluted share, in 2019. A reconciliation of non-GAAP results is detailed in Exhibit 1.

“We demonstrated operational and financial strength across the business, resulting in the achievement of the long-term EPS guidance that we established over three years ago,” said Rex D. Geveden, president and chief executive officer. “We remain well-positioned for long-term growth with stable and expanding core businesses combined with exciting nuclear opportunities in new markets with new applications.”

“Although 2020 presented the business with some extraordinary pressures owing to the pandemic,” Geveden continued, “we have persisted with rigorous procedures, practices, and policy to protect our workforce and our business. Accordingly, we remain cautiously optimistic as we continue to navigate a challenging environment in 2021.”

“While we expect modest growth in 2021, we remain focused on edifying BWXT’s premier position as the manufacturer of naval nuclear reactors through outstanding execution, while completing the capacity expansion campaign for the Navy’s growing demand for our products. We expect 2021 to provide incremental validation of our progress against significant long-term opportunities, including achieving significant milestones in our disruptive Technetium-99m generator product line, continued rebuilding of the Department of Energy site management and environmental remediation portfolio, and developing a strong presence in the nuclear microreactor market,” said Geveden.

Segment Results

Nuclear Operations Group (NOG) segment revenue was $426 million for the fourth quarter 2020, a 15% increase from the prior-year period, driven by higher long-lead material and fuel volume. Full-year 2020 segment revenue was over $1.6 billion, a 15% increase compared with 2019 revenue, as a result of higher long-lead material, fuel, and downblending volume.

NOG operating income was $81.3 million in the fourth quarter 2020, a 13% increase compared with the prior-year period, primarily driven by higher revenue. Full-year segment operating income was $326 million, a 9% increase compared with the prior year, driven by higher revenue, partially offset by fewer positive adjustments to backlog contracts compared with the prior-year. Fourth quarter and full-year 2020 segment operating margins were 19.1% and 19.8%, respectively.

Nuclear Power Group (NPG) segment revenue was $107 million for the fourth quarter 2020, a 10% increase from the prior-year period, due to the Laker Energy acquisition, higher outage service volume and higher fuel production, partially offset by lower component volume. Full-year segment revenue was $371 million, a 5% increase compared with the prior year, primarily from the Laker Energy acquisition, higher outage service volume and higher fuel production, partially offset by lower component volume.

NPG GAAP and non-GAAP operating income was $13.2 million and $13.6 million, respectively, in the fourth quarter 2020, a $4.2 million and a $6.1 million respective decrease from the prior-year period, driven primarily from the absence of a reduction in an asset retirement obligation that occurred in the prior-year period and lower component volume, partially offset from the Laker Energy acquisition and funds received under the Canadian Emergency Wage Subsidy (CEWS) program for COVID-19 economic relief to offset incurred expenses related to the headwinds created by the pandemic. Full-year segment GAAP and non-GAAP operating income was $52.0 million and $54.2 million, respectively, a 3% and a 4% respective decrease compared with the prior year, driven by negative cost impacts related to COVID-19, an unfavorable shift in product mix, and the absence of a reduction in an asset retirement obligation that occurred in 2019, partially offset by funds received in 2020 under the CEWS program of $20.4 million to offset incurred expenses related to the headwinds created by the pandemic. Fourth quarter and full-year 2020 GAAP segment operating margins were 12.3% and 14.0%, respectively. Fourth quarter and full-year 2020 non-GAAP segment operating margins were 12.7% and 14.6%, respectively.

Nuclear Services Group (NSG) segment operating income was $8.4 million in the fourth quarter of 2020, compared with $5.6 million GAAP operating income and $8.2 million non-GAAP operating income for the fourth quarter of 2019. Better contract performance and lower costs were partially offset by higher business development expense and lower income from completed contracts. Full-year segment GAAP and non-GAAP operating income was $26.4 million and $27.4 million, respectively, significantly higher than the $14.2 million GAAP operating income and $17.1 million non-GAAP operating income reported in 2019, primarily driven by increased income from U.S. commercial nuclear services prior to divestiture.

Cash and Capital Returned to Shareholders

The Company generated $48.3 million of cash from operating activities in the fourth quarter 2020, compared with $188 million of cash generated from operating activities in the fourth quarter of 2019 with the primary difference driven by the receipt of a single $88.7 million cash payment on January 4, 2021, the first business day of the 2021 fiscal year, that historically was received before the end of the fiscal year. The Company generated $196 million of cash from operating activities for the full year 2020. At the end of 2020, the Company’s cash balance, net of restricted cash, was $42.6 million.

The Company returned $20.0 million to shareholders during the fourth quarter 2020, bringing the total to $94.9 million of cash returned for the full year, including $22.0 million in share repurchases and $72.9 million in dividends. As of December 31, 2020, total remaining share repurchase authorization was $143 million and expires on November 6, 2021.

On February 19, 2021, the BWXT Board of Directors declared a quarterly cash dividend of $0.21 per common share, representing an 11% increase from the prior quarterly cash dividend. The dividend will be payable on March 26, 2021, to shareholders of record on March 10, 2021.

2021 Guidance

• Non-GAAP EPS range of $3.05 – $3.20 (excludes pension and post-retirement benefits mark-to-market)
• Consolidated revenue growth of low-single digits vs. 2020 results
  • NOG revenue up slightly
  • NPG revenue growth of ~6%
• Non-GAAP operating income and margin
  • NOG operating margin of “high teens” with upside from CAS pension reimbursement
  • NPG operating margin of ~13%
  • NSG operating income range of $25-30 million
• Capital expenditures of ~$250 million

The Company does not provide GAAP guidance because it is unable to reliably forecast most of the items that are excluded from GAAP to calculate non-GAAP results. These items could cause GAAP results to differ materially from non-GAAP results. See reconciliation of non-GAAP results in Exhibit 1 for additional information.

Conference Call to Discuss Fourth Quarter and Full Year 2020 Results
Date: Tuesday, February 23, 2021, at 9:00 a.m. EST
Live Webcast: Investor Relations section of website at www.bwxt.com

Full Earnings Release Available on BWXT Website

A full version of this earnings release is available on our Investor Relations website at http://investors.bwxt.com/q42020-release.

BWXT may use its website (www.bwxt.com) as a channel of distribution of material Company information. Financial and other important information regarding BWXT is routinely accessible through and posted on our website. In addition, you may elect to automatically receive e-mail alerts and other information about BWXT by enrolling through the “Email Alerts” section of our website at http://investors.bwxt.com.

Forward-Looking Statements

BWXT cautions that this release contains forward-looking statements, including, without limitation, statements relating to backlog, to the extent they may be viewed as an indicator of future revenues; our plans and expectations for the NOG, NPG and NSG segments including the expectations, timing and revenue of our strategic initiatives, such as medical radioisotopes; disruptions to our supply chain and/or operations, changes in government regulations and other factors, including any such impacts of, or actions in response to the COVID-19 health crisis; and our expectations and guidance for 2021 and beyond. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, our ability to execute contracts in backlog; the lack of, or adverse changes in, federal appropriations to government programs in which we participate; the demand for and competitiveness of nuclear products and services; capital priorities of power generating utilities; the impact of COVID-19 on our business and our employees, contractors, suppliers, customers and other partners and their business activities; the extent to which the length and severity of the COVID-19 health crisis exceeds our current expectations; the potential recurrence of subsequent waves or strains of COVID-19 or similar diseases; adverse changes in the industries in which we operate; and delays, changes or termination of contracts in backlog. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see BWXT’s filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended December 31, 2020. BWXT cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

About BWXT

At BWX Technologies, Inc. (NYSE: BWXT), we are People Strong, Innovation Driven. Headquartered in Lynchburg, Va., BWXT provides safe and effective nuclear solutions for national security, clean energy, environmental remediation, nuclear medicine and space exploration. With approximately 6,700 employees, BWXT has 12 major operating sites in the U.S. and Canada. In addition, BWXT joint ventures provide management and operations at more than a dozen U.S. Department of Energy and NASA facilities. Follow us on Twitter at @BWXTech and learn more at www.bwxt.com.

Investor Contact:
Mark Kratz
Director, Investor Relations
980-365-4300
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Media Contact:
Jud Simmons
Director, Media and Public Relations
434-522-6462
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DALLAS--(BUSINESS WIRE)--Matador Resources Company (NYSE: MTDR) (“Matador” or the “Company”) today announced that its Board of Directors (the “Board”) adopted a dividend policy pursuant to which the Company intends to pay quarterly cash dividends on its common stock of $0.025 per share. Pursuant to this policy, the Board declared Matador’s first quarterly cash dividend of $0.025 per share of common stock payable on March 31, 2021 to shareholders of record as of March 24, 2021.

Joseph Wm. Foran, Matador’s Chairman and CEO, commented, “We are pleased to initiate a quarterly cash dividend policy and announce the payment of Matador’s first cash dividend, which marks another significant step for Matador in returning value to our shareholders and also indicates our confidence in Matador’s financial strength and ability to generate sustained free cash flow going forward. The Board adopted this dividend policy while at the same time Matador repaid $35 million in borrowings outstanding under the Company’s reserves-based credit facility during the fourth quarter of 2020 and repaid an additional $10 million in borrowings outstanding under the Company’s reserves-based credit facility in January 2021.

“Additionally, in recognition of our desire to provide value to Matador’s shareholders and the challenges faced during 2020, the rest of the Company’s Executive Officers and I have elected to forego receiving any bonuses for 2020 performance under Matador’s Annual Cash Incentive Plan, despite the Independent Directors of the Board certifying that Matador met or exceeded each of the maximum performance goals under the plan. The rest of the Company’s Executive Officers and I are committed to continuing to generate profitable growth at a measured pace, and we have elected to forego these bonuses to assist in the strengthening of our balance sheet and the adoption of the dividend policy.

“The Board and I would like to commend the entire Matador team for their positive and professional response to the challenges faced during 2020. We look forward to providing additional information tomorrow regarding our operational and financial results for the fourth quarter and full year 2020 as well as our plans for continued growth and return of value to shareholders in 2021. We remain confident in Matador’s future outlook, especially of our drilling and production inventory. We are excited to have reached this noteworthy point in the Company’s history with the adoption of a dividend policy and payment of our first cash dividend in March 2021 and look forward to the declaration of additional dividends in the future.”

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 natural gas cryogenic processing plant; the timing and operating results of the buildout by the Company’s midstream joint venture of oil, natural gas and water gathering and transportation systems and the drilling of any additional produced water disposal wells; and other important factors which could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. For further discussions of risks and uncertainties, you should refer to Matador’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of Matador’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Matador undertakes no obligation to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.

Mac Schmitz
Capital Markets Coordinator
(972) 371-5225
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HOUSTON--(BUSINESS WIRE)--Magnolia Oil & Gas Corporation (“Magnolia,” “we,” “our,” or the “Company”) (NYSE: MGY) today announced its financial and operational results for the fourth quarter and full year 2020.

Fourth Quarter and Full Year 2020 Highlights:

• Magnolia reported fourth quarter 2020 net income attributable to Class A Common Stock of $27.7 million, or $0.16 per share. Fourth quarter 2020 total net income was $42.0 million and adjusted net income was $39.3 million, or $0.15 per diluted share.

• Adjusted EBITDAX for full year 2020 was $338.6 million with total drilling and completions (“D&C”) capital representing 58% of adjusted EBITDAX, and in line with our business model which is committed to capital discipline. Adjusted EBITDAX was $98.1 million during the fourth quarter of 2020.

• D&C capital during the fourth quarter of $39.6 million represented 40% of adjusted EBITDAX, and better than our earlier guidance due to improved efficiencies at our Giddings asset as well as stronger than expected product prices.

• Net cash provided by operating activities was $79.1 million during the fourth quarter and $310.1 million during full-year 2020 and the Company generated free cash flow⁽¹⁾ of $44.3 million during the fourth quarter and $87.4 million during full-year 2020.

• Total production in the fourth quarter 2020 increased 12% sequentially to 60.6 thousand barrels of oil equivalent per day (“boe/d”), and above the high-end of our guidance range due to better-than expected performance from new wells completed in the Giddings area.

• Production at Giddings achieved record levels in the fourth quarter with total volumes of 28.3 Mboe/d and oil production of 8.5 Mbbl/d increasing sequentially by 39% and 70%, respectively.

• Magnolia brought online 6 new wells in the initial core development area bringing the total well count here to 20 wells. Production for the 6 new wells is outperforming the average of the earlier core area wells increasing the 90-day production rate for this 70,000-acre area by 4% to 1,621 Boe/d (52% oil).

• During the fourth quarter, Magnolia brought 2 additional wells online that were approximately 20 miles from the initial core area. These wells, which were expected to be gassier, had average 90-day production rates of 543 Bbl/d of oil and 7.3 MMcf/d of natural gas per well.

• During the fourth quarter, the Company purchased 2.4 million shares of its Class A Common Stock, or about 1% of the total share count, for $15.7 million as part of our ongoing share repurchase program. Repurchases during full-year 2020 totaled 4.5 million shares for $28.7 million, and our Board recently increased the repurchase authorization by 10 million shares.

• Magnolia expects to begin paying a cash dividend during 2021.

• Magnolia added 30.4 MMboe of proved developed reserves, excluding acquisitions and price-related revisions, representing the reserve additions from our 2020 drilling program and replaced 135% of the 2020 production. These proved developed additions provide an organic proved developed Finding & Development (“F&D”) cost of $6.41/boe⁽³⁾.

• Magnolia ended the quarter with approximately $192.6 million of cash on its balance sheet and remains undrawn on its $450.0 million revolving credit facility. The Company has no debt maturities until 2026 and has no plans to increase its debt levels.

“Magnolia ended 2020 with very strong fourth quarter operational and financial performance. Despite last year’s challenging environment, our policy of low financial leverage, commitment to capital discipline and high-quality assets allowed us to exit 2020 in better shape than when we entered,” said Magnolia Chairman, President and CEO, Steve Chazen. “We increased our quarterly production by nearly 12% sequentially while spending only 40% of our adjusted EBITDAX and, repurchasing 2.4 million Magnolia shares or roughly 1% of the outstanding shares. We achieved all this while building our year-end cash position to more than $190 million.

“While we had numerous accomplishments last year, none were more meaningful than the significant strides made in advancing the Giddings assets from appraisal mode to multi-well pad development. Including the 6 new wells completed during the fourth quarter, our 90-day average production rate in our initial core development area has increased 4% to 1,621 Boe/d with an average oil rate of 846 Bbl/d. We also completed 2 additional successful wells that were 20 miles outside of this core area which may provide for additional high-return development potential over time.

“Importantly, we have lowered our overall well costs in Giddings to approximately $6 million from $8.5 million during 2019 as a result of improved efficiencies and our ability to drill wells nearly twice as fast. The impact of our success in Giddings has resulted in improved capital efficiency, lower F&D costs and higher pretax margins for the overall business.

“We entered 2021 in a strong financial position and with considerable operational momentum driven by our Giddings asset. Our capital spending plan for the year is expected to be no more than 60% of our Adjusted EBITDAX, and consistent with our business model. We expect that this level of spending and activity to provide full-year 2021 production growth of between 5% to 8% compared to 2020 volumes.

“Most of the remaining 40% of unallocated cash flow after capital and interest expense will be dedicated to small, bolt-on property acquisitions and share repurchases. The intent of these actions is to enhance the value of the stock by improving our metrics on a per share basis. We expect to reduce our outstanding shares by roughly 1% per quarter through share repurchases, which should result in annual production per share growth of approximately 10%. In addition to these value enhancing activities, Magnolia intends to begin paying a cash dividend in mid-2021.”

Operational Update

Fourth quarter total company production averaged 60.6 Mboe/d, an increase of 12% from third quarter 2020 levels and exceeding the high end of our guidance range. The higher production outcome was a result of stronger than expected results from the 8 Giddings wells Magnolia brought online during the quarter. Giddings and Other production averaged 28.3 Mboe/d representing a 39% increase in sequential volumes. Oil production at Giddings averaged 8.5 Bbl/d, an increase of 70% sequentially. Production in the Karnes area averaged 32.3 Mboe/d during the fourth quarter of 2020, a decline of 5% sequentially, as we did not complete any operated wells during the period.

Magnolia continues to operate one rig drilling multi-well pads in our Giddings area. Total well costs associated with drilling, completion and hook up have recently declined to $6.2 million per well as operating efficiencies continue to improve. At the current pace of drilling, a single rig can drill approximately 20 to 24 wells per year as drilling days per well continue to decline.

During the fourth quarter, Magnolia brought online 8 wells, 6 of which were located in the 70,000-acre initial core area. The company has now drilled and completed a total of 20 wells in this area. The 6 new wells exceeded the average of the prior 14 wells bringing the updated 90-day average for the 20 total wells to 846 Bbl/d and 4.7 MMcf/d.

Magnolia also brought online a 2-well pad located approximately 20 miles outside the initial core area and were expected to be gassier than the average Giddings well in the core area. These wells had a 90-day average production rate of 543 Bbl/d of oil and 7.3 MMcf/d of natural gas per well, which were ahead of our expectations.

Updated Guidance

For 2021, Magnolia expects to spend approximately 50% to 60% of our adjusted EBITDAX for drilling and completing wells, which is consistent with our business model. Should product prices remain at current levels, we estimate our capital spending to be in the lower half of the expected range. The 2021 activity plan consists of operating a one rig program at Giddings, drilling multi-well pads primarily in our initial core area. In the Karnes area, we plan to complete 10 drilled but uncompleted wells (“DUCs”), most of which should be brought online during the first half of the year. Non-operated activity at Karnes is expected to increase compared to the 2020 levels. Our 2021 capital and activity plan is expected to deliver mid-single digit production growth on a year-over-year basis.

Looking at the first quarter of 2021, D&C capital should be approximately 50% of our adjusted EBITDAX, at elevated product prices. Operated activity will continue to focus on Giddings and, we expect to begin completing some of the Karnes DUCs in the latter part of the quarter. Production in the first quarter of 2021 is forecast to be relatively flat compared to fourth quarter levels, which incorporates a rough estimate of recent cold weather-related outages in the field. Oil price differentials are anticipated to be roughly a $3 per barrel discount to Magellan East Houston (“MEH”) during the first quarter.

2020 Oil and Gas Reserves Replacement and F&D Costs

Magnolia’s total proved developed reserves at year-end 2020 were 85.8 MMboe. The company added 30.4 MMboe of proved developed reserves during the year, excluding acquisitions and price related revisions and replacing 135% of 2020 production. Total costs incurred excluding property acquisition costs, exploration costs and asset retirement obligation costs were $194.9 million in 2020 resulting in organic proved developed F&D costs of $6.41 per boe.

Total 2020 proved reserves increased to 112.3 MMboe from 109.3 MMboe at year end 2019 and replaced 113% of 2020 production. Magnolia books only one year of proved undeveloped reserves and as a result, 76% of its 2020 proved reserves were developed.

Annual Report on Form 10-K

Magnolia's financial statements and related footnotes will be available in its Annual Report on Form 10-K for the year ended December 31, 2020, which is expected to be filed with the U.S. Securities and Exchange Commission (“SEC”) on February 23, 2021.

Conference Call and Webcast

Magnolia will host an investor conference call on Tuesday, February 23, 2021 at 10:00 a.m. Central (11:00 a.m. Eastern) to discuss these operating and financial results. Interested parties may join the webcast by visiting Magnolia's website at www.magnoliaoilgas.com/investors/events-and-presentations and clicking on the webcast link or by dialing 1-844-701-1059. A replay of the webcast will be posted on Magnolia's website following completion of the call.

About Magnolia Oil & Gas Corporation

Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders through steady production growth, strong pre-tax margins, and free cash flow. For more information, visit www.magnoliaoilgas.com.

Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Magnolia cautions 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 the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward looking statements contained in this press release are subject to the following factors: (i) the length, scope and severity of the ongoing coronavirus disease 2019 (“COVID-19”) pandemic, including the effects of related public health concerns and the impact of continued actions taken by governmental authorities and other third parties in response to the pandemic and its impact on commodity prices, supply and demand considerations, and storage capacity; (ii) the outcome of any legal proceedings that may be instituted against Magnolia; (iii) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (iv) changes in applicable laws or regulations; and (v) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is expected to be filed with the SEC on February 23, 2021. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Contacts for Magnolia Oil & Gas Corporation
Investors
Brian Corales
(713) 842-9036
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Media
Art Pike
(713) 842-9057
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1. Xos, a leading original equipment manufacturer (OEM) in the $100 billion medium- and heavy-duty last-mile commercial electric vehicle market, is merging with NextGen Acquisition Corp. (Nasdaq: NGAC).
2. The combined company has an implied pro forma market capitalization of $2.0 billion. The transaction includes a $220 million oversubscribed and fully committed common stock PIPE anchored by Janus Henderson Investors, as well as a consortium of truck dealers led by Thompson Truck Centers.
3. Xos vehicles have been deployed in field operations since 2019, with a customer base that includes UPS, Loomis, Lonestar, and Wiggins; 6,000+ unit backlog of contracted and optional orders.
4. Xos is expected to deliver industry-leading total cost of ownership (TCO) through proprietary purpose-built battery and powertrain systems, integrated vehicle software and controls, and a modular OEM powertrain architecture built on the adaptable X-Platform.
5. Multi-year manufacturing partnership with Metalsa, a leading Tier 1 supplier and strategic investor in Xos, for purpose-built frame rails and chassis components.
6. Xos Co-Founder & CEO Dakota Semler, Co-Founder & COO Giordano Sordoni, and NextGen Co-Founder & Co-Chairman George Mattson will join a newly formed board of directors.
7. The transaction is expected to close in the second quarter of 2021 and the combined company will be listed on The Nasdaq Stock Market under the symbol “XOS”.

LOS ANGELES & BOCA RATON, Fla.--(BUSINESS WIRE)--Xos, Inc., a leading manufacturer of fully electric Class 5 to Class 8 commercial vehicles ("Xos" or the "Company") and NextGen Acquisition Corp. (Nasdaq: NGAC) ("NextGen"), a publicly traded special purpose acquisition company, announced today that they have entered into a definitive business combination agreement that will result in Xos becoming a publicly listed company. The combined company is expected to be traded on The Nasdaq Stock Market under “XOS”.

Dakota Semler, Co-Founder and CEO of Xos, stated, “In 2016, my co-founder and I set out to build a company whose mission was to decarbonize transportation through the design, engineering and development of purpose-built commercial vehicles. Our aim was to provide customers a superior alternative to traditional fossil fuel vehicles. As former fleet operators, we gained a deep appreciation for the challenges of operating and maintaining commercial fleets, particularly in light of accelerating emissions requirements. Xos developed its technology and product portfolio in close collaboration with established fleet operators who have provided invaluable ongoing feedback that has informed every aspect of our vehicle design, product engineering, commercial manufacturing and service strategy. As a result, we have developed commercial EV solutions that uniquely incorporate customer requirements.”

“Since 2019, we have had vehicles on the road and in the hands of our customers, which include UPS, Wiggins, Lonestar and Loomis, validating our durable and low-cost sustainable design. Today’s announcement represents a major milestone that allows Xos to expand its vehicle and battery manufacturing capacity, advance our next generation battery and vehicle control systems, and put thousands more Xos vehicles on the road,” said Xos’ Co-Founder and COO, Giordano Sordoni.

Xos developed its vehicles to meet the demands and extended life cycles of last-mile, on-highway and vocational vehicles. Xos believes it is well positioned to capitalize on the electrification of the $100 billion total addressable market for medium- and heavy-duty last-mile commercial electric vehicles. The Company’s more than 6,000-unit backlog of contracted and optional orders underscores robust market opportunities for Xos’ vehicle products.

Demand in the last-mile commercial EV market is expected to grow at a 35% CAGR through 2040 as electric vehicles replace traditional fossil fuel vehicles, driven by new emissions standards, continued growth of e-commerce and the relocation of fulfillment centers to areas closer to consumers. Xos’ trucks are powered by its proprietary technology, developed to meet the needs of commercial fleets, and designed to achieve a TCO that is lower than traditional fossil fuel vehicles and other electric vehicle alternatives.

The Company offers Fleet-as-a-Service—a bundled package that provides vehicle ownership services to fleet operators for a fixed monthly fee—in coordination with partners such as DLL Group (financing services) and Dickinson Fleet Services (vehicle maintenance). The Fleet-as-a-Service package aggregates otherwise fragmented fleet service offerings and is projected to significantly increase Xos’ lifetime revenue per vehicle.

"The strong secular tailwinds of climate change and e-commerce anchor our investment conviction in Xos," said George Mattson, Co-Founder and Co-Chairman of NextGen. "Climate change is one of the world’s greatest challenges, and commercial trucks are the largest emitters per capita of greenhouse gases in the transportation industry. Simultaneously, last-mile e-commerce delivery is growing, accelerated by changes in consumer purchasing behaviors post-COVID. The dual drivers of strong underlying industry growth and the imperative to transition traditional fossil fuel vehicles to zero emission vehicles, set the backdrop for strong underlying growth for years to come. Xos has successfully commercialized its cost competitive proprietary product offering and is now poised to scale delivery of its customer-validated vehicles with the growth capital that NextGen will provide."

“NextGen reviewed over a hundred potential merger opportunities and conducted in-depth evaluations of several companies in the EV and automotive technology sectors,” added Gregory Summe, Co-Founder and Co-Chairman of NextGen. “Based on our work, we believe that Xos is best-positioned to capture the rapidly growing demand for commercial electrical vehicles with a compelling customer offering. We look forward to working with Xos' leadership team by providing strategic, operating and governance experience to help Xos realize its vision of decarbonizing commercial transportation."

In addition to Dakota Semler and Giordano Sordoni, Xos will continue to be led by its existing management team including Chief Technology Officer, Robert Ferber, and Chief Financial Officer, Kingsley Afemikhe.

Transaction Overview

The business combination values the combined company at a $2.0 billion pro forma equity value, at a price of $10.00 per NextGen share and assuming no redemptions by NextGen shareholders. The transaction will provide $575 million of gross proceeds to the company, assuming no redemptions, including a $220 million oversubscribed and fully committed common stock PIPE at $10.00 per share anchored by Janus Henderson Investors, as well as a consortium of truck dealers led by Thompson Truck Centers.

The boards of directors of both Xos and NextGen have each unanimously approved the proposed business combination, which is expected to be completed in the second quarter of 2021, subject to, among other things, the approval by NextGen’s shareholders of the business combination, the concurrent PIPE transaction, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the registration statement on Form S-4 and the proxy statement/prospectus, the receipt of certain regulatory approvals, and approval by The Nasdaq Stock Market to list the securities of the combined company.

Advisors

BofA Securities is serving as exclusive financial advisor to Xos, and Cooley LLP is serving as legal advisor to Xos. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and lead capital markets advisor to NextGen and as sole placement agent for the PIPE transaction. Rothschild & Co is acting as additional financial advisor to NextGen. Credit Suisse LLC is serving as additional capital markets advisor to NextGen. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to NextGen.

Conference Call and Webcast Information

Investors may listen to a pre-recorded call discussing the proposed business combination later today, February 22, 2021 at 8:00 AM EST. The call may be accessed by dialing 1-877-407-9716 (domestic callers) or 1-201-493-6779 (international callers) and entering the conference ID number 13716356. A live webcast and replay of the call will be available here and can also be accessed at https://xostrucks.com/investors. A telephone replay of the call will also be available until 11:59 pm EST on March 8, 2021. The replay may be accessed by dialing 1-844-512-2921 (domestic callers) or 1-412-317-6671 (international callers) and entering the conference ID number 13716356.

About Xos, Inc.

Xos, Inc. is an electric mobility company dedicated to making fleets more efficient. Xos designs and develops fully electric battery mobility systems specifically for commercial fleets. The company’s primary focus is on medium- and heavy-duty commercial vehicles that travel on “last mile” routes (i.e. predictable routes that are less than 200 miles per day). The company leverages its proprietary technologies to provide commercial fleets zero emission vehicles that are easier to maintain and more cost-efficient on a total cost of ownership (TCO) basis than their internal combustion engine and commercial EV counterparts. For more information, please visit www.xostrucks.com.

About NextGen

NextGen Acquisition Corporation is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. NextGen is led by George Mattson, a former Partner at Goldman, Sachs & Co., and Gregory Summe, former Chairman and CEO of Perkin Elmer and Vice Chairman of the Carlyle Group. NextGen is listed on NASDAQ under the ticker symbol "NGAC." For more information, please visit www.nextgenacq.com.

Additional Information and Where to Find It

This press release relates to a proposed transaction between Xos and NextGen. This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Xos, the combined company or NextGen, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. NextGen intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of NextGen, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all NextGen shareholders. NextGen also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of NextGen are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by NextGen through the website maintained by the SEC at www.sec.gov.

The documents filed by NextGen with the SEC also may be obtained free of charge at NextGen’s website at https://www.nextgenacq.com/investor-info.html#filings or upon written request to 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431.

Participants in the Solicitation

NextGen and Xos and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from NextGen’s shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of NextGen and information regarding their interests in the business combination is set forth in NextGen’s registration statement on Form S-1 (File No. 333-248921) filed with the SEC on October 7, 2020. Additional information regarding the interests of such persons will be contained in the registration statement and the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Xos and NextGen, including statements regarding the benefits of the transaction, the anticipated timing of the transaction and the products and markets of Xos. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of NextGen’s securities, (ii) the risk that the transaction may not be completed by NextGen’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by NextGen, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of NextGen, the availability of the minimum amount of cash available in the trust account in which substantially all of the proceeds of NextGen's initial public offering and private placements of its warrants have been deposited following redemptions by NextGen’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Xos’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Xos and potential difficulties in Xos employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Xos or against NextGen related to the Merger Agreement or the proposed transaction, (x) the ability to maintain the listing of NextGen’s securities on a national securities exchange, (xi) the price of NextGen’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which NextGen plans to operate or Xos operates, variations in operating performance across competitors, changes in laws and regulations affecting NextGen’s or Xos’s business, Xos’s inability to implement its business plan or meet or exceed its financial projections and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive electric vehicle industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of NextGen’s registration statement on Form S-1 (File No. 333-248921), the registration statement on Form S-4 discussed above, the proxy statement/prospectus and other documents filed or that may be filed by NextGen from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Xos and NextGen assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Xos nor NextGen gives any assurance that either Xos or NextGen, or the combined company, will achieve its expectations.

Xos Investor Relations
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Important note: On February 29, 2020, Gardner Denver Holdings, Inc. closed on the acquisition of Ingersoll-Rand plc’s Industrial segment (“the Transaction”) and assumed the name Ingersoll Rand Inc. “Reported results” reflect the respective contributions from each company based on the close of the Transaction. For comparative purposes, management has also presented herein Supplemental Financial Information as if the Transaction was completed on January 1, 2018. All comparisons provided are on a year-over-year basis unless otherwise noted.

Fourth-Quarter 2020 Highlights

• Reported revenues of $1.5 billion
• Reported net income attributable to Ingersoll Rand Inc. of $152 million, or earnings per share of $0.36, including $179 million of pre-tax amortization, restructuring and related business transformation costs, acquisition-related expenses and other adjustments
  • Adjusted net income of $226 million, or $0.53 per share
• Adjusted EBITDA of $344 million with a margin of 22.8%
• Reported operating cash flow of $412 million and free cash flow of $397 million, both including Transaction-related outflows of $17 million
• Liquidity of $2.7 billion as of December 31, 2020, including $1.8 billion of cash on hand and undrawn capacity of $1.0 billion under available credit facilities; finished the year at 2.0x net debt to supplemental Adjusted EBITDA leverage¹
• Executed a total of approximately $175 million of annualized Transaction-related cost synergies, including approximately $115 million of in-year 2020 savings; increasing expectation for total cost synergies by $50 million to $300 million by the end of year three post Transaction close²
• Strong performance and transformation fueled by Ingersoll Rand Execution Excellence (IRX)

Portfolio Optimization

• Made significant strides in transforming portfolio
  • Announced the agreement to sell a majority interest in High Pressure Solutions Segment (“HPS”) to American Industrial Partners in February 2021; Ingersoll Rand will receive approximately $300 million in cash at closing (representing a 24x multiple of 2020 HPS Segment Adjusted EBITDA) and retain a 45% common equity interest in the business
  • Completed the acquisition of Tuthill Vacuum and Blower Systems for $184 million in January 2021, strengthening the Industrial Technologies and Services product offering

2021 Guidance

• Full-year 2021 Adjusted EBITDA expected to be $1,230 to $1,260 million

DAVIDSON, N.C.--(BUSINESS WIRE)--Ingersoll Rand Inc. (NYSE: IR) reported fourth-quarter revenues of $1.5 billion up 149% versus prior year as reported revenues, due primarily to the Transaction. Compared to supplemental adjusted revenues of $1.6 billion in 2019, reported revenues declined 5%. Reported net income attributable to Ingersoll Rand in the quarter was $152 million, or earnings per share of $0.36, based on share count of 425 million, compared to prior year as reported net income attributable to Ingersoll Rand of $26 million, or $0.12 per share, based on share count of 209 million. Adjusted net income was $226 million, or $0.53 per share, based on share count of 425 million, compared to prior year Supplemental Further Adjusted net income of $184 million, or $0.44 per share, based on share count of 421 million. Adjusted EBITDA was $344 million, up 10% from prior year Supplemental Adjusted EBITDA of $314 million and Adjusted EBITDA as a percentage of revenues was 22.8%.

Total revenues for 2020 were $4.9 billion, up 100% versus prior year as reported revenues, due primarily to the Transaction. Total supplemental adjusted revenues of $5.4 billion in 2020 compared to $6.2 billion in 2019, a decline of 13%. Reported net loss attributable to Ingersoll Rand for the year was $33 million, or a loss of $0.09 per share, based on share count of 383 million, compared to prior year as reported net income attributable to Ingersoll Rand of $159 million, or $0.76 per share, based on share count of 209 million. Supplemental Further Adjusted net income was $630 million, or $1.49 per share, based on share count of 423 million, compared to prior year Supplemental Further Adjusted net income of $691 million, or $1.64 per share, based on share count of 420 million. Supplemental Adjusted EBITDA was $1,078 million, down 10% from prior year Supplemental Adjusted EBITDA of $1,197 million and Supplemental Adjusted EBITDA as a percentage of revenues was 20.0%.

“We are proud of our strong fourth-quarter performance. Despite challenges posed by the COVID-19 resurgence, we continued to successfully navigate the pandemic and deliver shareholder value through our focus on customers, the continued proliferation of IRX, and our employees’ unwavering commitment amid an uncertain environment,” said Vicente Reynal, chief executive officer. “We delivered on our commitments in 2020. Our $150 million employee equity grant along with our strategic commitment of becoming a leader in sustainability has strengthened our employee resolve and continues to differentiate us as an employer of choice. We closed on the transformational Ingersoll Rand Industrial business transaction in March and delivered better than expected Year 1 synergy benefits. We continue to reshape our portfolio with the recent acquisition of Tuthill Vacuum and Blower Systems and the agreement to sell a majority interest in the High Pressure Solutions Segment, which will materially reduce our upstream oil and gas exposure. While we are motivated by our progress, there is more work to do to fuel long-term growth and position Ingersoll Rand, and our shareholders, for continued success.”

Fourth-Quarter 2020 Segment Review

(All comparisons against the fourth quarter of 2019 unless otherwise noted.)

Industrial Technologies and Services Segment: broad range of compressor, vacuum and blower solutions as well as fluid transfer equipment, loading systems, power tools and lifting equipment

• Reported Revenues of $1,012 million, up 123% as compared to prior year reported revenues primarily due to the Transaction, and down 5% (8% excluding the impact of FX) as compared to prior year supplemental adjusted revenues due to the impact of COVID-19
• Reported Orders of $997 million, up 155% as compared to prior year reported orders primarily due to the Transaction and up 4% (2% excluding the impact of FX) as compared to prior year supplemental adjusted orders
• Reported Segment Adjusted EBITDA of $264 million, up 132% as compared to prior year reported segment Adjusted EBITDA primarily due to the Transaction and up 12% as compared to prior year supplemental segment Adjusted EBITDA
• Reported Segment Adjusted EBITDA Margin of 26.1%, up 100 basis points as compared to prior year reported segment Adjusted EBITDA margin and up 400 basis points as compared to prior year supplemental segment Adjusted EBITDA margin, fueled by IRX to drive execution and realization of Transaction synergies
• Core industrial end markets saw continued sequential improvement across Americas, EMEIA and AP with orders up 10%, as compared to the third quarter; orders for total compressor offerings, which represents approximately 65% of the total segment, were up mid-single digits as compared to prior year.

Precision and Science Technologies Segment: highly specialized gas, fluid management systems, liquid and precision syringe pumps and compressors

• Reported Revenues of $207 million, up 179% as compared to prior year reported revenues primarily due to the Transaction, and down 3% (6% excluding the impact of FX) as compared to prior year supplemental adjusted revenues
• Reported Orders of $220 million, up 203% as compared to prior year reported orders primarily due to the Transaction and up 10% (6% excluding the impact of FX) as compared to prior year supplemental adjusted orders
• Reported Segment Adjusted EBITDA of $64 million, up 180% as compared to prior year reported segment Adjusted EBITDA primarily due to the Transaction and up 7% as compared to prior year supplemental segment Adjusted EBITDA
• Reported Segment Adjusted EBITDA Margin of 30.8%, up 10 basis points as compared to prior year reported segment Adjusted EBITDA margin and up 290 basis points as compared to prior year supplemental segment Adjusted EBITDA margin, driven by favorable mix coupled with IRX to drive strong daily management execution, cost management and integration synergies
• Strong orders momentum driven by double-digit growth in both medical pumps as well as the Dosatron product line, which serve niche end markets such as lab/life-sciences, water and animal health, and continued strong momentum on funnel for hydrogen fueling applications

Specialty Vehicle Technologies Segment: Club Car® golf, utility and consumer low-speed vehicles

• Reported Revenues³ of $246 million, up 9% (8% excluding the impact of FX), as compared to prior year supplemental adjusted revenues
• Reported Orders³ of $274 million, up 21% with minimal impact from FX, as compared to prior year supplemental adjusted orders
• Reported Segment Adjusted EBITDA of $46 million, up 40% as compared to prior year supplemental segment Adjusted EBITDA of $33 million
• Reported Segment Adjusted EBITDA Margin was 18.7%, up 420 basis points as compared to prior year supplemental segment Adjusted EBITDA margin, driven by favorable product mix and the use of IRX to accelerate productivity initiatives
• Orders increase driven by continued strength in consumer vehicles, as well as growth in golf and aftermarket product offerings

High Pressure Solutions Segment: diverse range of positive displacement pumps, integrated systems, consumables and associated aftermarket parts and services largely for use in the upstream oil and gas market

• Reported Revenues of $46 million, down 42% with minimal impact from FX
• Reported Orders of $39 million, down 51% with minimal impact from FX
• Reported Segment Adjusted EBITDA of $3 million, down 84%
• Reported Segment Adjusted EBITDA Margin was 5.4%, down 14.9 percentage points as compared to prior year segment Adjusted EBITDA margin and down 14.9 percentage points as compared to prior year supplemental segment Adjusted EBITDA margin
• Business continues to generate positive Adjusted EBITDA despite revenue decline versus prior year, driven by ongoing productivity improvements and proactive restructuring efforts taken throughout the year

Transaction Integration Update

The company value of ‘Think and Act Like an Owner’ took hold across the entire employee base following Ingersoll Rand’s all-employee equity grant in the third quarter of 2020. With nearly 16,000 employee-shareholders, the company over delivered synergy-related cost savings in 2020. To date, approximately $175 million of annualized cost actions have been executed and the company is increasing its synergy-related cost savings target to $300 million by the end of year three post Transaction close.⁴

Balance Sheet and Cash Flow

The company remains in a strong financial position with ample liquidity of $2.7 billion, which is an increase of approximately $425 million from the end of the third quarter. Free cash flow continues to increase. On a reported basis, Ingersoll Rand generated $412 million of cash flow from operating activities and invested $15 million in capital expenditures, resulting in free cash flow of $397 million, compared to cash flow from operating activities of $99 million and free cash flow of $90 million in the prior year period. Operating cash flows in the fourth quarter of 2020 include outflows of approximately $17 million related to synergy delivery costs and stand-up related outflows. Net debt to Supplemental Adjusted EBITDA leverage was 2.0x for the fourth quarter, which was a 0.5x improvement as compared to prior quarter.

2021 Guidance, Excluding HPS Segment

The company expects continued improving demand trends in 2021. As a result, the expectation for the Industrial Technologies and Services, Precision and Science Technologies and Specialty Vehicle Technologies Segments is mid-single digit organic revenue growth. FX is expected to be a low-single digit tailwind for the total company. In addition, the recent Tuthill Vacuum and Blower Systems acquisition is expected to deliver approximately $60 million in revenue for the Industrial Technologies and Services Segment. High Pressure Solutions is not included in the company 2021 guidance due to the recently announced agreement to sell the majority interest in the Segment.

In total, the company expects to see full-year 2021 revenue growth of high-single to low-double digits and Adjusted EBITDA of $1,230 to $1,260 million, up 14% to 17% over prior year.

Conference Call

Ingersoll Rand will host a live earnings conference call to discuss the fourth-quarter and total year results on Tuesday, February 23, 2021 at 8 a.m. (Eastern Time). To participate in the call, please dial 1-833-502-0496, domestically, or 1-778-560-2573, internationally, and use conference ID, 8431426, or ask to be joined into the Ingersoll Rand call. A real-time audio webcast of the presentation can be accessed via the Events and Presentations section of the Ingersoll Rand Investor Relations website (https://investors.irco.com), where related materials will be posted prior to the conference call. A replay of the webcast will be available after conclusion of the conference and can be accessed on the Ingersoll Rand Investor Relations website.

¹ Components of liquidity do not add up to total due to rounding.
² The company expects to incur approximately $450 million of expense in connection with both achieving these cost synergies and the associated stand-up of the combined company.
³ Prior year comparisons for Specialty Vehicle Technologies Segment not available on a reported basis.
⁴ The company expects to incur approximately $450 million of expense in connection with both achieving these cost synergies and the associated stand-up of the combined company.

Forward-Looking Statements

This news release contains “forward-looking statements” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the completed Transaction (the “Transaction”) between Ingersoll-Rand plc’s Industrial segment (“Ingersoll Rand Industrial”) and the Company (f/k/a Gardner Denver Holdings, Inc. or “Gardner Denver”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “on track to” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected benefits of the Transaction, including future financial and operating results and strategic benefits, the tax consequences of the Transaction, the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, the future impact of the ongoing coronavirus (COVID-19) pandemic on the Company’s business, the proposed transaction to sell a majority interest in the High Pressure Solutions segment and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on Ingersoll Rand’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from these current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) the impact on the Company’s business, suppliers and customers and global economic conditions of the COVID-19 pandemic (2) unexpected costs, charges or expenses resulting from the Transaction; (3) uncertainty of the expected financial performance of the combined company following completion of the Transaction; (4) failure to realize the anticipated benefits of the Transaction, including as a result of delay in integrating the businesses of Gardner Denver and Ingersoll Rand Industrial; (5) the ability of the combined company to implement its business strategy; (6) difficulties and delays in the combined company achieving revenue and cost synergies; (7) inability of the combined company to retain and hire key personnel; (8) risks and uncertainties with respect to the proposed transaction to sell a majority interest in the High Pressure Solutions segment, including, without limitation, that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, or that the proposed transaction may not be completed on the terms or in the time frame expected by the Company, or at all; (9) evolving legal, regulatory and tax regimes; (10) changes in general economic and/or industry specific conditions; (11) actions by third parties, including government agencies; and (12) adverse impact on our operations and financial performance due to natural disaster, catastrophe, pandemic or other event events outside of our control. Additional factors that could cause Ingersoll Rand’s results to differ materially from those described in the forward-looking statements can be found under the section entitled “Risk Factors” in its most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as updated in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, as such factors may be updated from time to time in its periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this release. Ingersoll Rand undertakes no obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

About Ingersoll Rand Inc.

Ingersoll Rand Inc. (NYSE:IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to helping make life better for our employees, customers and communities. Customers lean on us for our technology-driven excellence in mission-critical flow creation and industrial solutions across 40+ respected brands where our products and services excel in the most complex and harsh conditions. Our employees develop customers for life through their daily commitment to expertise, productivity and efficiency. For more information, visit www.IRCO.com.

Non-U.S. GAAP Measures of Financial Performance

In addition to consolidated GAAP financial measures, Ingersoll Rand reviews various non-GAAP financial measures, including “Adjusted EBITDA,” “Supplemental Adjusted EBITDA,” “Adjusted Net Income,” “Supplemental Further Adjusted Net Income,” “Supplemental Further Adjusted Diluted EPS,” “Adjusted Diluted EPS,” “Free Cash Flow,” “Supplemental Revenue” and “Incrementals/Decrementals.”

Ingersoll Rand believes Supplemental Revenue, Supplemental Further Adjusted Net Income, Supplemental Further Adjusted Diluted EPS and Supplemental Adjusted EBITDA are helpful supplemental measures to assist management and investors in evaluating the Company’s operating results as they provide supplemental information about the Company’s financial performance on a combined basis as if the Transaction had occurred on January 1, 2018. Ingersoll Rand believes Adjusted EBITDA, Supplemental Adjusted EBITDA, Adjusted Net Income, Supplemental Further Adjusted Net Income, Supplemental Further Adjusted Diluted EPS, Adjusted Diluted EPS and Supplemental Revenue are helpful supplemental measures to assist management and investors in evaluating the Company’s operating results as they exclude certain items that are unusual in nature or whose fluctuation from period to period do not necessarily correspond to changes in the operations of Ingersoll Rand’s business. Adjusted EBITDA represents net income before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. Supplemental Adjusted EBITDA represents Adjusted EBITDA as if the Transaction had occurred on January 1, 2018. Adjusted Net Income is defined as net income including interest, depreciation and amortization of non-acquisition related intangible assets and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions. Supplemental Further Adjusted Net Income represents Adjusted Net Income as if the Transaction had occurred on January 1, 2018. Ingersoll Rand believes that the adjustments applied in presenting Adjusted EBITDA, Supplemental Adjusted EBITDA, Adjusted Net Income and Supplemental Further Adjusted Net Income are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that the Company does not expect to continue at the same level in the future. Adjusted Diluted EPS is defined as Adjusted Net Income divided by Adjusted Diluted Average Shares Outstanding. Supplemental Further Adjusted Diluted EPS is defined as Supplemental Further Adjusted Net Income divided by Adjusted Diluted Average Shares Outstanding as if the Transaction had occurred on January 1, 2018. Supplemental Revenue represents revenue for the Company as if the Transaction had occurred on January 1, 2018. Incrementals/Decrementals are defined as the change in Adjusted EBITDA versus the prior year period divided by the change in revenue versus the prior year period.

Ingersoll Rand uses Free Cash Flow to review the liquidity of its operations. Ingersoll Rand measures Free Cash Flow as cash flows from operating activities less capital expenditures. Ingersoll Rand believes Free Cash Flow is a useful supplemental financial measure for management and investors in assessing the Company’s ability to pursue business opportunities and investments and to service its debt. Free Cash Flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities.

Management and Ingersoll Rand’s board of directors regularly use these measures as tools in evaluating the Company’s operating and financial performance and in establishing discretionary annual compensation. Such measures are provided in addition to, and should not be considered to be a substitute for, or superior to, the comparable measures under GAAP. In addition, Ingersoll Rand believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Incrementals/Decrementals and Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.

Media:
Misty Zelent
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Investor Relations:
Vikram Kini
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Acquisition Expands Production Operations in the United States

Conference Call Scheduled for Today at 11:00 am EST

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 it has acquired UltraCell LLC (“UltraCell”), the fuel cell division of Bren-Tronics, Inc. (“Bren-Tronics”). The acquisition closed on February 18, 2021.

UltraCell is a leader in lightweight fuel cells for the portable power market with mature products and cutting-edge technology. The portable battery chargers produced by UltraCell are the only NATO approved fuel cell products Made in the USA (and one of the only two across NATO), with units already deployed in the field by military and security agencies. Three additional NATO allies are currently testing UltraCell systems. UltraCell’s fuel cell products have also been recognized and presented in multiple global NATO events.

UltraCell’s technology can use hydrogen or liquid fuels to deliver reliable power at a fraction of the weight of batteries. An UltraCell system is 3x-25x lighter in weight than the equivalent battery solution (depending on the application and use case). Furthermore, the systems have been deployed with excellent performance in stringent and challenging conditions and climates. UltraCell’s fuel cells rely on Advent’s high-temperature MEAs for delivering on the “any-fuel, anywhere” promise.

UltraCell’s fuel cell innovations will complement the development of Advent’s next-generation lightweight systems for the mobility market (with emphasis on the commercial drone, aviation, and heavy-duty automotive industries). Advent plans to retain and expand current UltraCell operations and capabilities in the Livermore, California area, in parallel to its Boston operations and continue to deliver on its “Made in the USA” promise.

Dr. Vasilis Gregoriou, Advent’s CEO & Founder, commented: “We are excited to welcome our long-time partners from UltraCell to the Advent family. The two teams share the same DNA and focus on innovation and have worked together for years, so we expect this to be a very successful combination. Our strategy is very clear, and we have put the plan in action immediately after our public listing. We believe our next-generation HT-PEM technology that we co-develop with the US Department of Energy, combined with UltraCell’s expertise and lightweight stack innovations, is an unbeatable combination. Together, we can bring to the market industry-leading products that will benefit various end markets. The next step in our plan is to partner with strategic Tier1 and OEM companies and forge a path to mass-market adoption.”

Bill Hunter, Advent’s CFO & President added: “This is a high-value acquisition to extend our range in the fuel cell market. One of the first principles in technology deals is having the right people, and the two teams in this transaction know and respect each other well. The UltraCell operation is very active with its product development and is expected to bring quality revenue to Advent. Our decision to retain and expand the facilities in Livermore, California, is a testament to our Made in the USA plan.”

Ian Kaye, Founder & General Manager of UltraCell added: “We are excited to join an ambitious public company that has a plan to revolutionize the fuel cell industry. I believe together with our new colleagues, we can bring to the global market products that make fuel cells affordable and ideal for the mobility industry.” Mr. Kaye will also take a leading role in Advent’s future plans as Senior Vice President of Product Development.

Conference Call Information

Advent Technologies will host an investor conference call to discuss the transaction Monday, February 22, 2021 at 11:00 am EST. The webcast will be accompanied by a detailed investor presentation.

Date: Monday, February 22, 2021
Time: 11:00 a.m. Eastern time
Toll-free dial-in number: (888) 753-4238
International dial-in number: (574) 941-1785
Conference ID: 6082445

The conference call will be broadcast live and available for replay here.

Toll-free replay number: (800) 585-8367
Replay ID: 6082445

About Advent Technologies Holdings, Inc.

Advent Technologies Holdings, Inc. is an innovation-driven company in the fuel cell and hydrogen technology space. Our vision is to accelerate electrification through advanced materials, components, and next-generation fuel cell technology. Our technology applies to electrification (fuel cells) and energy storage (flow batteries, hydrogen production) markets, which we commercialize through partnerships with Tier1s, OEMs, and System Integrators. For more information on Advent Technologies Holdings, Inc., please visit the company’s website at https://www.advent.energy/

About UltraCell LLC

UltraCell LLC, a wholly-owned subsidiary of Bren-Tronics Inc., is a leader in fuel cells, with experience in research, product development, manufacturing, and customer applications. The company has developed new technologies and intellectual property in the field of methanol, propane and JP8 - based fuel cells and continues to innovate in this rapidly emerging field. UltraCell was the first to commercialize reformed methanol fuel cell technology to provide clean, renewable energy to power portable electronics. UltraCell’s fuel cell systems were the first systems in the 25-50 watt range to have undergone extensive Military Specification qualification testing and field trials. www.ultracell-llc.com

About Bren-Tronics, Inc.

Bren-Tronics (Commack, NY) is a small business that has been designing and manufacturing portable power solutions for the war fighter since 1973. Bren-Tronics is the world leader in the design and production of military rechargeable batteries, chargers, and power systems.

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 Advent’s acquisition of UltraCell and the impact of such acquisition on Advent including, among others, statements concerning the potential benefits, strategic plans and business expectations associated with the acquisition. 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 successful execution of the plans described in this press release; and the risks identified under the heading "Risk Factors" in the definitive proxy statement / prospectus included in the Registration Statement on Form S-4 filed with the SEC on January 20, 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 press release, 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.

For Advent Technologies
Sloane & Company
Joe Germani / Alex Kovtun / James Goldfarb
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For UltraCell LLC.
Ian Kaye
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For Bren-Tronics, Inc.
Doug Petito
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HOUSTON--(BUSINESS WIRE)--Black Stone Minerals, L.P. (NYSE: BSM) (“Black Stone Minerals,” “Black Stone,” or “the Company”) today announces its financial and operating results for the fourth quarter and full year of 2020 and provides guidance for 2021.

Fourth Quarter 2020 Highlights

• Mineral and royalty production for the fourth quarter of 2020 equaled 32.0 MBoe/d, an increase of 3% over the prior quarter; total production, including working interest volumes, was 39.0 MBoe/d for the quarter.
• Net income and Adjusted EBITDA for the quarter was $30.3 million and $72.3 million, respectively.
• Distributable cash flow was $65.9 million for the fourth quarter, resulting in distribution coverage for all units of 1.8x based on the announced cash distribution of $0.175 per unit.
• Total debt at the end of the quarter was $121 million; total debt to trailing twelve-month Adjusted EBITDA was 0.4x at year-end.

Full Year Financial and Operational Highlights

• Achieved full year 2020 production of 41.6 MBoe/d; mineral and royalty volumes in 2020 decreased 8% over the prior year to average 33.4 MBoe/d.
• Reported 2020 net income and Adjusted EBITDA of $121.8 million and $281.3 million, respectively.
• Lowered total general and administrative expenses in 2020 by 32% over prior-year levels
• Reduced total debt outstanding by $273 million in 2020 through a combination of retained cash flows and proceeds from asset sales

Management Commentary

Thomas L. Carter, Jr., Black Stone Minerals’ Chief Executive Officer and Chairman commented, “We navigated unprecedented challenges in 2020 and have emerged as a leaner, more focused company with even greater financial flexibility. We made significant progress in our strategic priorities to attract additional activity onto our existing acreage footprint and to strengthen our balance sheet, both of which will drive long-term value for our unitholders."

Quarterly Financial and Operating Results

Production

Black Stone Minerals reported mineral and royalty volume was 32.0 MBoe/d (71% natural gas) for the fourth quarter of 2020, compared to 31.1 MBoe/d for the third quarter of 2020. Royalty production was 35.1 MBoe/d for the fourth quarter of 2019.

Working interest production for the fourth quarter of 2020 was 7.0 MBoe/d, and represents an increase of 1% from the 6.9 MBoe/d for the quarter ended September 30, 2020 and a decrease of 37% from the 11.1 MBoe/d for the quarter ended December 31, 2019. The year-over-year decline in working interest volumes is consistent with the Company's decision to farm out its working-interest participation to third-party capital providers.

Total reported production averaged 39.0 MBoe/d (82% mineral and royalty, 75% natural gas) for the fourth quarter of 2020. Total production was 37.9 MBoe/d and 46.2 MBoe/d for the quarters ended September 30, 2020 and December 31, 2019, respectively.

Realized Prices, Revenues, and Net Income

The Company’s average realized price per Boe, excluding the effect of derivative settlements, was $22.21 for the quarter ended December 31, 2020. This is an increase of 22% from $18.18 per Boe from the third quarter of 2020 and a 11% decrease compared to $25.02 for the fourth quarter of 2019. Realized oil prices as a percentage of the WTI benchmark price improved to 94% in the fourth quarter of 2020 from 88% in the third quarter of 2020.

Black Stone reported oil and gas revenue of $79.7 million (46% oil and condensate) for the fourth quarter of 2020, an increase of 26% from $63.4 million in the third quarter of 2020. Oil and gas revenue in the fourth quarter of 2019 was $106.3 million.

The Company reported a loss on commodity derivative instruments of $3.6 million for the fourth quarter of 2020, composed of a $14.6 million gain from realized settlements and a non-cash $18.2 million unrealized loss due to the change in value of Black Stone’s derivative positions during the quarter. Black Stone reported a loss on commodity derivative instruments of $21.1 million and $17.2 million for the quarters ended September 30, 2020 and December 31, 2019, respectively.

Lease bonus and other income was $1.4 million for the fourth quarter of 2020, primarily related to leasing activity in the Haynesville and Permian plays. Lease bonus and other income for the quarters ended September 30, 2020 and December 31, 2019 was $1.4 million and $14.0 million, respectively.

There was no impairment for the quarters ended December 31, 2020 and December 31, 2019.

The Company reported net income of $30.3 million for the quarter ended December 31, 2020, compared to net income of $23.7 million in the preceding quarter. For the quarter ended December 31, 2019, net income was $40.0 million.

Adjusted EBITDA and Distributable Cash Flow

Adjusted EBITDA for the fourth quarter of 2020 was $72.3 million, which compares to $65.5 million in the third quarter of 2020 and $100.0 million in the fourth quarter of 2019. Distributable cash flow for the quarter ended December 31, 2020 was $65.9 million. For the quarters ended September 30, 2020 and December 31, 2019, distributable cash flow was $58.8 million and $90.2 million, respectively.

2020 Proved Reserves

Estimated proved oil and natural gas reserves at year-end 2020 were 56.0 MMBoe, a decrease of 18% from 68.5 MMBoe at year-end 2019, and were approximately 72% natural gas and 97% proved developed producing. The standardized measure of discounted future net cash flows was $493.5 million at the end of 2020 as compared to $847.9 million at year-end 2019.

Netherland, Sewell and Associates, Inc., an independent, third-party petroleum engineering firm, evaluated Black Stone Minerals’ estimate of its proved reserves and PV-10 at December 31, 2020. These estimates were prepared using reference prices of $39.54 per barrel of oil and $1.99 per MMBTU of natural gas in accordance with the applicable rules of the Securities and Exchange Commission (as compared to prompt month prices of $59.24 per barrel of oil and $3.07 per MMBTU of natural gas as of February 19, 2021). These prices were adjusted for quality and market differentials, transportation fees, and in the case of natural gas, the value of natural gas liquids. A reconciliation of proved reserves is presented in the summary financial tables following this press release.

Financial Position and Activities

As of December 31, 2020, Black Stone Minerals had $1.8 million in cash and $121.0 million outstanding under its credit facility. The Company paid down $26 million of debt during the fourth quarter of 2020 and $273 million of debt during the full year. The ratio of total debt at year-end to 2020 Adjusted EBITDA was 0.4x. The Company’s borrowing base at December 31, 2020 was $400 million, and the Company's next regularly scheduled borrowing base redetermination is set for April 2021. Black Stone is in compliance with all financial covenants associated with its credit facility.

As of February 19, 2021, $99.0 million was outstanding under the credit facility and the Company had $4.6 million in cash.

During the fourth quarter of 2020, the Company made no repurchases of units under the Board-approved $75 million unit repurchase program and issued no units under its at-the-market offering program.

Fourth Quarter 2020 Distributions

As previously announced, the Board approved a cash distribution of $0.175 for each common unit attributable to the fourth quarter of 2020. The quarterly distribution coverage ratio attributable to the fourth quarter of 2020 was approximately 1.8x. These distributions will be paid on February 23, 2021 to unitholders of record as of the close of business on February 16, 2021.

Activity Update

Rig Activity

As of December 31, 2020, Black Stone had 38 rigs operating across its acreage position, a 31% increase to rig activity on the Company's acreage as of September 30, 2020 and below the 95 rigs operating on the Company's acreage as of December 31, 2019.

Shelby Trough Development Update

As announced in June 2020, Black Stone entered into an incentive agreement with XTO Energy Inc. ("XTO"). The agreement allowed for royalty relief on 13 existing drilled but uncompleted wells ("DUCs") in San Augustine County, Texas provided the wells were turned to sales by March 31, 2021. As of January 18, 2021, XTO had turned all 13 DUCs to sales. Black Stone is also working with XTO on a mutually beneficial agreement that will help facilitate Black Stone attracting another operator to develop its acreage in San Augustine.

In Angelina County, Texas, Aethon Energy (“Aethon”) has successfully spud the initial two program wells under the development agreement signed in May of 2020. Under the terms of that agreement, Aethon will drill a minimum of four wells on Black Stone acreage in the first program year ending in September 2021, escalating to a minimum of 15 wells per program year starting with the third program year.

Austin Chalk Update

Black Stone is currently working with several operators to test and develop areas of the Austin Chalk in East Texas where the Company has significant acreage positions. Recent drilling results have shown that advances in fracturing and other completion techniques can dramatically improve well performance from the Austin Chalk formation. In February of 2021, Black Stone entered into an agreement with a large, publicly traded independent operator by which the operator will undertake a program to drill, test, and complete wells in the Austin Chalk formation on certain of the Company’s acreage in East Texas. If successful, the operator has the option to expand its drilling program over a significant acreage position owned and controlled by the Company.

Black Stone is also working with existing operators across its East Texas Austin Chalk position to encourage new development utilizing current completion techniques.

Summary 2021 Guidance

Following are the key assumptions in Black Stone Minerals’ 2021 guidance, as well as comparable results for 2020:

Production

Black Stone expects royalty production to decline by approximately 13% in 2021, primarily due to continued lower levels of drilling activity across its acreage. This expectation assumes: (i) the rig count in the Permian Basin stays relatively flat to the depressed levels of 2020, (ii) the natural decline in producing wells in the Shelby Trough with limited new production volumes in advance of the expected ramp in activity from the 2020 development agreement with Aethon, (iii) little new drilling activity on the Company’s Bakken Three Forks acreage, and (iv) a continuation of the low activity levels across Black Stone’s remaining plays. The production guidance also incorporates the full-year impact from the Permian properties sold in July of 2020.

Working interest production is expected to decline by approximately 27% in 2021 as a result of Black Stone's decision to farm-out participation in its working interest opportunities.

Distributions

Under the current outlook for commodity prices and drilling activity, management anticipates recommending quarterly distributions for 2021 of approximately $0.175 per unit, or $0.70 per unit for the full year, consistent with the distribution announced with respect to the fourth quarter of 2020.

Hedge Position

Black Stone has commodity derivative contracts in place covering portions of its anticipated production for 2021. The Company's hedge position as of December 31, 2020, is summarized in the following tables: