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DUBLIN--(BUSINESS WIRE)--The "Gas Engine Market Forecast to 2028 - COVID-19 Impact and Global Analysis By Fuel Type, Power Output, and End-User" report has been added to ResearchAndMarkets.com's offering.


The gas engine market was valued at US$ 3,930.0 million in 2020 and is projected to reach US$ 6,354.4 million by 2028; it is expected to grow at a CAGR of 6.19% from 2020 to 2028.

The gas engine manufacturing industry is continuously evolving with innovations in natural gas engines offerings to support emission targets. Rising demand for low-emission, fuel-efficient engines to reduce air pollution, and the advent of special gas engines in the manufacturing, utilities, and remote generation application sectors are the key factors propelling the gas engine market growth. Also, biogas-powered engines with improved electric efficiency and low emissions are creating substantial growth opportunities for the market players.

The gas engine manufacturers are focusing on offering advanced products to address the rising demand for high power outputs, meeting diesel engine standards. Major heavy industries, remote power plants, and manufacturing companies are selecting high-power gas engines due to enhanced electric efficiency and reduced fuel costs. The use of natural gas in gas engines combustion technology can resolve the emission problems, along with assisting customers in meeting new regulatory norms. There is an increase in adoption of gas engines in South America, Africa, and Asia, while North America and Europe are focusing on adopting solar and wind energy.

With the outbreak of the COVID-19 worldwide, several business organizations have been pushed to reduce their operations owing to lockdowns announced by several governments across the globe. The lockdowns have drastically affected businesses. The lockdowns announced by various governments across the globe resulted in temporary shutdown of offices, schools, cinema halls, manufacturing plants, and venues. This had negatively impacted the market for gas engines. For instance, according to the International Energy Agency (IEA), the global demand for electricity has been decreased by 2.5% in first quarter of 2020. However, in the second half of 2020, with the relaxation of lockdown, the demand has again spiked due to the implementation of advanced technologies by the power generation plants to maintain power supply.

Market Dynamics

Drivers

  • Increasing Focus on Development of Efficient Fuel Engines
  • Rise in Production of Natural Gas

Restraints

  • Escalating Popularity of Renewable Energy Alternatives and Technological Drawbacks in Several Countries

Opportunities

  • Surging Adoption of Gas Engines in Developing Countries

Future Trends

  • Distributed Gas Generation

Companies Mentioned

  • NNIO Jenbacher GmbH & Co OG
  • Caterpillar Inc.
  • Cummins Inc
  • Fairbanks Morse, LLC
  • Kawasaki Heavy Industries, Ltd.
  • Liebherr
  • MAN SE
  • Mitsubishi Heavy Industries, Ltd.
  • R Schmitt Enertec GmbH
  • Wartsila Corporation
  • MTU (Rolls-Royce Power Systems AG)
  • 2G ENERGY AG

For more information about this report visit https://www.researchandmarkets.com/r/d0m8ez


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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CENTRAL ISLIP, N.Y.--(BUSINESS WIRE)--CVD Equipment Corporation (NASDAQ: CVV), a leading provider of chemical vapor deposition systems and materials, today announced its second quarter 2021 financial results.


CVD second quarter 2021 revenue was $4.0 million as compared to $3.7 million in the second quarter of 2020, an increase of $.3 million or 8.5%. Net income for the second quarter was $1.5 million, or $.22 per diluted share, as compared to a net loss of $1.1 million, or $.17 per diluted share in the second quarter of 2020. As a result of the COVID-19 pandemic, CVD’s new order bookings substantially decreased commencing in the first quarter of 2020, which reduced revenues in subsequent quarters, resulting in revenue of $7.4 million for the first half of 2021 as compared to $9.8 million in the first half of 2020, a decrease of $2.4 million or 24.1%. Net loss for the first half of 2021 was $35,125, or $.01 per diluted share, as compared to net income of $.5 million, or $.08 per diluted share for the first half of 2020. During the first quarter of 2020, CVD was favorably impacted by the CARES Act which allowed for the carryback of net operating losses and resulted in CVD recognizing an income tax benefit of $1.5 million. CVD’s second quarter and first half results for 2021 were positively impacted by the gain on debt extinguishment in the amount of $2.4 million, which was related to its PPP loan received due to the effects of the COVID-19 pandemic.

Sequentially, CVD’s revenue in the second quarter of 2021 was $4.0 million as compared to $3.4 million in the first quarter 2021, an increase of $.6 million, and the operating loss decreased to $1.1 million in the second quarter of 2021, as compared to an operating loss of $1.6 million in the first quarter of 2021, an improvement of $.5 million. This is the result of the increased revenue and the improvement in product margins.

Thomas McNeill, Executive Vice President and Chief Financial Officer, said “As previously announced, we are pleased to have closed on the sale of our facility located at 555 North Research Place, Central Islip, NY. With a sales price of $24.4 million, we satisfied the associated mortgage debt of approximately $9.1 million outstanding at June 30, 2021, and paid various transaction-related costs. The net proceeds of approximately $14 million dramatically improves our current cash position, which now exceeds $18 million, and provides us with a balance sheet for sustainable growth strategies.

“The Company’s backlog at June 30, 2021 improved by $2.0 million to $8.0 million, as compared to $6.0 million at March 31, 2021. Since the first quarter of 2020, the Company continues to experience significant negative effects due to the COVID-19 pandemic including reductions of new orders. The Company’s order activity has improved in both the first and second quarters of 2021, and, we believe its longer term improvements will be benefited by the anticipated slow recovery in the Aerospace markets, which industry reports indicate will begin to occur in the 2022-2023 timeframe.”

Mr. Lakios added, “As we complete the mid year mark of 2021, we are pleased to inform our shareholders that we shored up our balance sheet, reduced our operating expenses, and that our order rate is returning to a pre-pandemic level.

“The completion of the sale of our 555 Building has significantly increased our cash position, while also having the benefit of reducing the operating expense associated with the building. The proceeds of the sale will be utilized to fund development, short term operations as well as the long-term growth of the Company.

“The increased focus on customer engagement yielded approximately $6M in new orders in Q2 of 2021, increasing our back log horizon for the process equipment group. In addition, we received our first CVD deposition system order to be used in the manufacturing of Electrical Vehicle Battery nano-materials in July of 2021. It is our strategy to continue to focus on production applications for Nano-Materials as well as our Aerospace & Defense Applications.

“Along with the CVD Board of Directors and all our loyal employees we are committed to stay the course of our strategy to achieve profitability, with a focus on growth and return on investment. “

The Company will hold a conference call to discuss its results today at 5:00 pm (Eastern Time). To participate in the live conference call, please dial toll free (877) 407-2991 or International (201) 389-0925. A telephone replay will be available for 7 days following the call. To access the replay, dial (877) 660-6853 or international (201) 612-7415. The replay passcode is 13722319. A live and archived webcast of the call is also available on the company’s website at www.cvdequipment.com/events.

About CVD Equipment Corporation

CVD Equipment Corporation (NASDAQ: CVV) designs, develops, and manufactures a broad range of chemical vapor deposition, gas control, and other state-of-the-art equipment and process solutions used to develop and manufacture materials and coatings for research and industrial applications. This equipment is used by its customers to research, design, and manufacture these materials or coatings for aerospace engine components, medical implants, semiconductors, solar cells, smart glass, carbon nanotubes, nanowires, LEDs, MEMS, and other applications. Through its application laboratory, the Company provides process development support and process startup assistance with the focus on enabling tomorrow’s technologies™. It’s wholly owned subsidiary CVD Materials Corporation provides advanced materials and metal surface treatments and coatings to serve demanding applications in the electronic, biomedical, petroleum, pharmaceutical, and many other industrial markets.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by CVD Equipment Corporation) contains statements that are forward-looking. All statements other than statements of historical fact are hereby identified as “forward-looking statements, “as such term is defined in Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward looking information involves a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those discussed or anticipated by management. Potential risks and uncertainties include, among other factors, market and business conditions, the COVID-19 pandemic, the success of CVD Equipment Corporation’s growth and sales strategies, the possibility of customer changes in delivery schedules, cancellation of, or failure to receive orders, potential delays in product shipments, delays in obtaining inventory parts from suppliers and failure to satisfy customer acceptance requirements. Past performance in not a guaranty of future results.

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2021 and 2020

(In thousands, unaudited)

 
   

Three Months Ended

 

Six Months Ended

   

2021

 

2020

 

2021

 

2020

Revenue

   

$

4,034

 

 

$

3,719

 

 

$

7,400

 

 

$

9,755

 

Gross profit

   

 

846

 

 

 

602

 

 

 

1,164

 

 

 

2,537

 

Operating expenses

   

 

1,929

 

 

 

1,734

 

 

 

3,866

 

 

 

3,561

 

Operating loss

   

 

(1,083

)

 

 

(1,132

)

 

 

(2,702

)

 

 

(1,024

)

Net income (loss)

   

 

1,470

 

 

 

(1,134

)

 

 

(35

)

 

 

524

 

Diluted income ( loss) per share

   

$

0.22

 

 

$

(0.17

)

 

$

(0.01

)

 

$

0.08

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

As of June 30, 2021 and December 31, 2020

(In thousands)

 
   

(Unaudited)

 
   

2021

 

2020

Assets

     

Current Assets

     

Cash and cash equivalents

   

$

5,388

 

$

7,699

Accounts receivable, net

   

 

1,148

 

 

1,048

Contract assets

   

 

1,066

 

 

494

Inventories, net

   

 

1,297

 

 

1,124

Taxes Receivable

   

 

716

 

 

716

Other current assets

   

 

460

 

 

709

Assets held for sale

   

 

16,181

 

 

-

Total Current Assets

   

$

26,256

 

$

11,790

Property, plant and equipment, net

   

 

12,406

 

 

28,843

Other assets

   

 

258

 

 

303

Total Assets

   

$

38,920

 

$

40,936

       

Liabilities and Stockholders' Equity

     

Current Liabilities

   

$

14,717

 

$

3,704

Total Long-Term Liabilities

   

 

-

 

 

13,106

Total Stockholders’ Equity

   

 

24,203

 

 

24,126

Total Liabilities and Stockholders’ Equity

   

$

38,920

 

$

40,936

CVD earnings release should be read in conjunction with the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for fiscal year ended December 31, 2020


Contacts

Thomas McNeill, EVP & CFO
Phone: (631) 981-7081
Fax: (631) 981-7095 Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Argo leads the charge to a sustainable crypto economy and becomes the first Climate Positive cryptocurrency mining company

LONDON--(BUSINESS WIRE)--Argo Blockchain plc (LSE:ARB; OTCQX:ARBKF), (“Argo” or the “Company”), a global leader in sustainable blockchain infrastructure and cryptocurrency mining, today announced it has become the first publicly traded cryptocurrency mining company to report it has become Climate Positive for Scope 1, 2, and 3 Greenhouse Gas (GHG) emissions associated with all of its respective crypto-related operations. Climate Positive means that the company is addressing its own GHG emissions to become carbon neutral, and going even further by mitigating emissions through support of projects outside of Argo. The announcement marks a key milestone in the Company’s Climate Strategy, which includes its ongoing and future initiatives in energy efficiency, reducing e-waste, use of waste heat in partnership with local municipalities, carbon capture, and supporting the industry with sustainability standards.


We are proud to be the first publicly traded cryptocurrency mining company to reach the Climate Positive milestone and remain laser-focused on encouraging other companies to join us – both inside and outside of the industry. Furthermore, we wanted to publicly issue our Climate Strategy in hopes of encouraging collaboration, input and dialogue among all companies on ways to create climate-positive environments,” said Peter Wall, Chief Executive of Argo Blockchain.

Since inception, Argo has been committed to sustainability and believes that cryptocurrency mining can spur renewable power innovation and pave the way to reducing GHG emissions. Over the past year, the Company has built out its Climate Positive Strategy, achieving the below milestones, among many others:

  • Signed UNFCCC Climate Neutral Now Pledge
  • Signed Crypto Climate Accord
  • Purchased Hydro and Wind Renewable Energy Credits (RECs) to address 2020 and projected 2021 scope 2 emissions (electricity use)
  • Prioritized direct renewable power purchases on-site or from a local grid
  • Purchased Verified Emissions Reductions (VERs) for 2020 and projected 2021 scope 3 emissions from the company supply chain (VERs are certified by the American Carbon Registry and Gold Standard)
  • Purchased additional VERs in excess of 2020 and projected 2021 scope 3 emissions to demonstrate commitment to climate action and have a ‘climate positive’ overall impact (VERs are certified by Gold Standard)

Further, Argo is pleased to announce that it is now a participant of the UNFCCC’s Climate Neutral Now Initiative. As a participant, Argo undertakes to measure, reduce, contribute, and report emissions on a yearly basis in order to achieve a Climate Neutral world by 2050.

Guidehouse celebrates this important milestone with Argo as they work to tackle one of their industry’s most critical sustainability issues—Greenhouse Gas emissions in cryptocurrency mining,” says Britt Harter, sustainability lead at Guidehouse, a consultancy and solutions provider that serves as Argo’s climate strategy advisor. “Argo’s efforts are a prime example of how other technology firms can reduce their climate impact to build a sustainable and environmentally secure planet for generations to come.”

Miguel Naranjo, Programme Officer at the UNFCCC secretariat, said: “We are pleased to welcome Argo Blockchain as the first cryptocurrency miner to join Climate Neutral Now, and welcome their support, with other participants, in achieving a Climate Neutral world by 2050.”

The Company is also building the community and partnering and collaborating with competitors, consultants, and councils – including REBA, the Crypto Climate Accord and many others – to ensure the industry can derive solutions faster and more efficiently to create a more sustainable mining industry for the long haul.

Peter Wall added, “Argo believes in preserving our planet – not only because it makes business sense, but because it just makes sense to protect it. We understand the only way to create a sustainable infrastructure and mining operation is to be best-in-class long-term and look forward to continuing to lead the charge and push industry-wide sustainability practices for years to come.”

Argo will continue innovating and prioritizing sustainability on its path to being a climate action leader in the crypto and bitcoin mining world. Moving forward Argo will release an annual Climate Report to overview company developments as well as industry wide changes.

About Argo
Argo Blockchain plc is a global leader in cryptocurrency mining with one of the largest and most efficient operations powered by clean energy. The Company is headquartered in London, UK and its shares are listed on the Main Market of the London Stock Exchange under the ticker: ARB and on the OTCQX Best Market in the United States under the ticker: ARBKF.


Contacts

Carissa Felger/Genevieve Pirrong
Gasthalter & Co.
(212) 257-4170

HOUSTON--(BUSINESS WIRE)--Hess Midstream LP (NYSE: HESM) (“Hess Midstream”) announced today that Jonathan Stein, Chief Financial Officer, and Jennifer Gordon, Vice President, Investor Relations, will meet with investors on August 19, 2021 at the Citi Midstream and Energy Infrastructure Conference.


A presentation has been posted in the “Investors” section of the Hess Midstream website at www.hessmidstream.com.

About Hess Midstream

Hess Midstream is a fee-based, growth-oriented, midstream company that owns, operates, develops and acquires a diverse set of midstream assets to provide services to Hess and third-party customers. Hess Midstream owns oil, gas and produced water handling assets that are primarily located in the Bakken and Three Forks Shale plays in the Williston Basin area of North Dakota. More information is available at www.hessmidstream.com.

Forward Looking Statements

This press release may include forward-looking statements within the meaning of the federal securities laws. Generally, the words “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “believe,” “intend,” “project,” “plan,” “predict,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and current projections or expectations. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the filings made by Hess Midstream with the U.S. Securities and Exchange Commission, which are available to the public. Hess Midstream undertakes no obligation to, and does not intend to, update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.


Contacts

Investor Contact:
Jennifer Gordon

(212) 536-8244

Media Contact:
Robert Young
(713) 496-6076

BLACKWOOD, N.J.--(BUSINESS WIRE)--Vision Solar, one of the fastest growing residential solar companies, announced today that they have partnered with GivePower.


With renewable energy becoming such a critical role in our everyday lives, Vision Solar has recognized the importance of expanding past the workplace. By developing a cooperative commitment to providing clean energy throughout the globe, Vision Solar LLC is representing the impact that is made with the renewable energy movement.

Jonathan Seibert, CEO of Vision Solar added, “We are honored to be a part of this journey. Together we are forever impacting our world and the lives of our neighbors, while truly living out our social responsibility as a company.”

As part of the partnership, a portion of our profits will be donated to GivePower as an effort to provide clean water for kids and families around the globe in underdeveloped countries.

About Vision Solar

Vision Solar is one of the fastest growing solar energy companies in the United States. Their full-service renewable energy company installs solar services for residential homes nationwide. Over the past three years, Vision Solar has grossed over $100 million in revenue, with significant increase in projected growth for 2021. To learn more visit https://visionsolar.com

About GivePower

GivePower is dedicated to providing clean water through clean energy. Through their Solar WaterFarms, they are sustainably creating access to clean water in water-scarce regions around the world. We’ve powered over 2,650 schools across 17 countries and changed the lives of over 400,000 people.


Contacts

John Czelusniak, This email address is being protected from spambots. You need JavaScript enabled to view it.

 

Drivers can find tips, resources and win a FREE Ultimate Road Trip as part of a summer-long celebration of adventure on the road

  • A s part of the campaign, the Mobil 1 brand will introduce a diverse set of ambassadors to help share summer road trip stories and tips – including celebrity travelers Dean Unglert and Caelynn Miller-Keyes, family troupe the Hambrick Family, travel photographer Tiffany Nguyen and car care expert Jason Fenske from Engineering Explained
  • To heighten the celebration, you could win a one-of-a-kind FREE road trip excursion worth more than $20,000
  • Head to Mobil1RoadTrip.com to register for the sweepstakes, enjoy inspiring road trip content and essential tips to get your car ready for the journey

SPRING, Texas--(BUSINESS WIRE)--Whether it's a family beach trip or an off-the-beaten-path journey into the wilderness, this summer, more than ever, the open road is calling. Mobil 1, the world’s leading synthetic motor oil brand, is here to get drivers on the road once again as the Official Motor Oil of Road Trips.



The Mobil 1 brand will be offering all the information drivers need to know before heading out to fun places this summer. Better yet, one lucky traveler will win their very own FREE road trip of their dreams, worth up to $20K. The winner will decide where to visit, and the Mobil 1 team will take care of the rest. The sweepstakes runs through September 30, so enter now for a chance to win.

Mobil 1 synthetic motor oil is trusted by many of the world’s leading car manufacturers, so it’s the perfect fit to protect your vehicle’s engine from the wear and tear of a long trip,” says Bryce Huschka, North America Consumer marketing manager for ExxonMobil. “A lot of people, myself included, have felt cooped up this past year and are itching to get out there and explore. This campaign is all about celebrating a return to travel, a return to adventure, and re-connecting with friends, family, and incredible destinations across the country.”

After entering the sweepstakes at Mobil1RoadTrip.com, visitors can also check out the car care tips tailored to how you travel, so you can be prepared for any journey this summer.

To help bring the spirit of the road trip to life, Mobil 1 motor oil is partnering with influential ambassadors to showcase the range of road trip experiences you can have. This group will be chronicling the sites they see, sharing their favorite road trip hacks and much more – all while traveling where their hearts and vehicles take them.

  • Traveling celebrity couple Dean Unglert and Caelynn Miller-Keyes will be sharing their experiences as they make their way from Las Vegas to the Salt Flats in Utah.
  • The Hambrick Family will show how the whole family can enjoy the road as they trek from Miami to Sarasota, Florida.
  • Travel photographer Tiffany Nguyen will be highlighting her journey from Los Angeles to the Eastern Sierras through the unique perspective of her camera lens.
  • Youtuber Jason Fenske is taking a close look at the science behind motor oil in his road trip experience, producing video content for his channel Engineering Explained.

Road trips can really offer amazing bonding experiences with friends and family, so don’t hesitate to go see what’s waiting for you out there,” says Dean Unglert, former The Bachelorette star and road trip fanatic. “Also, make sure you prepare your car appropriately, so you don’t have to deal with mechanical repairs in some unexpected places. With the Mobil 1 brand, we’ll be offering drivers tips to do just that.”

NO PURCHASE NECESSARY US & DC 18+, ends 9/30/21; rules/odds/prize value go to mobil1roadtrip.com. Limit (2) entries into the Mobil 1 Road Trip Sweepstakes, regardless of the entry form used, or the method of entry.

About Mobil 1

Mobil 1™ motor oil is the world's leading brand of synthetic motor oil. Our advanced technology allows Mobil 1 motor oils to meet or exceed some of the industry’s toughest standards and to provide exceptional protection under even extreme driving conditions. Mobil 1 motor oil is designed to help protect critical engine parts, maximize engine performance, and extend engine life.

For more information, visit Mobil 1 online or on social media, including Facebook, Instagram, and Twitter. Mobil™ and Mobil 1™ are trademarks or registered trademarks of Exxon Mobil Corporation or one of its subsidiaries.


Contacts

ExxonMobil Media Relations, 972-940-6007
Joe Morgan, Weber Shandwick, 636-221-2599

SANTA CLARITA, Calif.--(BUSINESS WIRE)--Black Knight Energy, LLC (“Black Knight” or the “Company”) is pleased to announce it has received an equity commitment in excess of $500 million from funds managed by Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”), including Kayne Private Energy Income Fund II, L.P. (“KPEIF II”) and Kayne Anderson Energy Fund VIII, L.P. (“KAEF VIII”), alongside Black Knight’s management team.


Headquartered in Santa Clarita, California, Black Knight is a private energy company formed to pursue the acquisition and development of large, cash flowing oil and natural gas assets across the lower 48. The Black Knight management team is led by Todd Stevens as Chief Executive Officer, Darren Williams as Chief Operating Officer and Elizabeth DeStephens as Chief Strategy & Sustainability Officer. Prior to the formation of Black Knight, Todd most recently served as President and CEO of California Resources Corp. (“CRC”), a position he held since the company’s spin-off from Occidental Petroleum in 2014. Darren and Elizabeth also held senior management positions at CRC, most recently as Executive Vice President of Operations, Exploration and Development and Vice President of Reserves and Strategic Analytics, respectively.

Todd Stevens commented, “I am excited to be partnering with Kayne Anderson in this new venture. We have assembled a great team at Black Knight, with a disciplined focus on value creation, operating cash flow and margin enhancement through safe, responsible operations. With the right capital partner behind us in Kayne Anderson, we are well positioned for success.”

Mark Teshoian, Managing Partner at Kayne Anderson, said, “The Black Knight team has an exceptional operational and commercial track record having previously managed large-scale operations with a keen focus on environmental stewardship. We are fully confident in Todd and his entire team’s ability to create long-term value for our investors and we are excited to partner with them in the formation of Black Knight.”

ABOUT BLACK KNIGHT ENERGY

Formed in 2021, Black Knight Energy, LLC is a California-based, private energy company focused on the acquisition and development of large, cash flowing oil and natural gas assets across the Lower 48.

ABOUT KAYNE ANDERSON

Kayne Anderson Capital Advisors, L.P., founded in 1984, is a leading alternative investment management firm focused on real estate, credit, infrastructure/energy, renewables, and growth equity. Kayne Anderson’s investment philosophy is to pursue niches, with an emphasis on cash flow, where our knowledge and sourcing advantages enable us to deliver above average, risk-adjusted investment returns. As responsible stewards of capital, Kayne Anderson’s philosophy extends to promoting responsible investment practices and sustainable business practices to create long-term value for our investors. Kayne Anderson manages over $30 billion in assets (as of June 30, 2021) for institutional investors, family offices, high net worth and retail clients and employs over 325 professionals in five core offices across the U.S. For more information, please visit www.kaynecapital.com.


Contacts

Black Knight Energy, LLC
Todd Stevens, Chief Executive Officer
This email address is being protected from spambots. You need JavaScript enabled to view it.

Kayne Anderson Capital Advisors, L.P.
Mark Teshoian, Managing Partner
This email address is being protected from spambots. You need JavaScript enabled to view it.

BAINBRIDGE, Ga.--(BUSINESS WIRE)--Danimer Scientific, Inc. (NYSE: DNMR) (“Danimer” or the “Company”), a leading next generation bioplastics company focused on the development and production of biodegradable materials, announced today its financial results for the second quarter ended June 30, 2021.

Stephen E. Croskrey, Chief Executive Officer of Danimer commented, “During the second quarter 2021, we made further inroads in our mission to create consumer packaging and other biodegradable products which address the global plastic waste crisis. Our team completed the Kentucky debottlenecking initiative to improve our production efficiency for Nodax® based resins, and we substantially strengthened our capital resources to further propel our growth.

“In August, we closed on the previously announced acquisition of Novomer, Inc. We believe this transaction will accelerate our ability to deliver our proprietary packaging products to leading consumer product clients and is a milestone transaction for Danimer. This transaction is expected to create important efficiencies in our manufacturing of biodegradable polymers. As a result, we expect to continue to build on our industry leading capabilities in application development. Our competitive advantage is our decade long experience blending products that enable next generation biopolymers to perform to the standards required by leading consumer product firms. This acquisition will not only allow us to further strengthen this core competency, but it will also enable us to increase the expected overall volume of finished product we will be able to deliver, all while significantly lowering our production costs and capital expenditure per pound produced. We view this as a big win for Danimer, our shareholders, and our customers. I am excited for the immense opportunities ahead to create a broader range of industry-leading solutions to meet the demand from our growing blue-chip customer base.”

Second Quarter 2021 Financial Highlights

  • Revenues increased 22% to $14.5 million, compared to the second quarter of 2020, primarily driven by the scale up of PHA production for Phase 1 of the Winchester, Kentucky facility brought on line in 2020. PHA-based products expanded to 29% of total revenue compared to 7% in the second quarter of 2020. The Company also benefitted from a $1.8 million increase in revenue related to research and development projects, primarily reflecting the addition of several customers, including Mars-Wrigley, Kemira, and Bacardi.
  • Gross profit was $2.0 million compared to $3.4 million in the second quarter of 2020. Adjusted gross profit1 was $4.1 million compared to $4.5 million in the second quarter of 2020. Adjusted gross margin1 was 28% for the second quarter of 2021 and was 38% in the second quarter of 2020, primarily due to elevated fixed-cost absorption as production scales up at the Kentucky facility. The Company expects the average cost per unit to improve as PHA production continues to increase and efficiency measures are implemented. Adjusted gross profit excludes stock-based compensation, depreciation and rent expense.
  • Net income of $39.2 million included a $58.7 million non-cash gain related to the remeasurement of the Company’s private warrants for the second quarter 2021.
  • Adjusted EBITDA1 was negative $2.7 million in the current quarter and was negative $0.4 million in the second quarter of 2020, primarily due to the decline in gross profit as well as an increase in headcount and salaries to support future expansion plans. The second quarter 2021 also included incremental expenses related to being a public company of $1.0 million.
  • Adjusted EBITDAR1, which excludes rent expense primarily associated with the Company’s Kentucky facility and one of the Company's production facilities in Georgia, was negative $2.6 million, and was positive $0.4 million in the comparable prior year quarter.

(1)

An explanation of non-GAAP measures disclosed in this release and a reconciliation of these non-GAAP results to comparable GAAP measures are included in the “Non-GAAP Financial Measures” section of the release.

Acquisition Update

In August 2021, Danimer completed the acquisition of Novomer, Inc. (“Novomer”), a leading developer of carbon efficient conversion catalyst and intelligent process design technology. Novomer leverages its proprietary thermocatalytic conversion technology, Novo22™, to produce chemical intermediates and polymers.

Utilizing Novo22™ conversion technology provides transformable, functional, and low net carbon inputs into the production of PHA-based resins and other biodegradable materials. Novomer develops high-performing, carbon-efficient, cost-effective polymers and chemicals, including poly(3-hydroxypropionate) (“p(3HP)” or “Rinnovo”), a type of polyhydroxyalkanoate (“PHA”), all of which can be sourced from renewable or non-renewable feedstocks. Novomer also has an extensive intellectual property portfolio with more than 100 issued patents and over 140 patents pending.

The addition of Novomer is expected to meaningfully reduce Danimer’s planned capital expenditures on a per-pound basis. Danimer believes that Rinnovo is highly complementary with Danimer’s inputs, and can be incorporated as a component in certain Danimer resins. PHA’s are a broad family of polymers which can be used for a multitude of applications wherein each can provide specific benefits. By incorporating Rinnovo into its customer solutions, Danimer expects to be able to produce its resins at a substantially lower average cost. Danimer expects to use these complementary technologies to meet an even broader range of customer needs and applications.

Business Updates

  • In May, Danimer’s partner, Plastic Suppliers, announced the successful completion of the first commercial run of Nodax® based home compostable packaging film.
  • In June, Danimer helped launch the U.S. Plastics Pact's “Roadmap to 2025,” an aggressive national strategy led by The Recycling Partnership and World Wildlife Fund ("WWF") as part of the Ellen MacArthur Foundation’s global Plastics Pact network.
  • In June, Danimer was awarded a U.S. Patent for a renewable, biodegradable marking wax that serves as an alternative to petrochemical-based paraffin wax.
  • In June, Danimer successfully completed the debottlenecking initiative within its Kentucky facility to improve production efficiency and accelerate production of Nodax® towards its expectation of reaching 100% of the facility’s current annual run rate capacity by the end of 2021.
  • Construction of the Kentucky plant expansion continues on schedule, and phase II is still expected to come online in the second quarter of 2022.
  • Continued planning for state-of-the-art PHA greenfield facility located in Bainbridge, Georgia, on track for groundbreaking expected in the first quarter of 2022 and long lead time items have been ordered.
  • Following the Novomer acquisition, the Company expects to enhance its facility network through the construction of an initial Rinnovo plant, expected to come on-line by the first/second quarter of 2024.

Liquidity and Capital Resources

In April 2021, the Company entered into a new five year $20.0 million variable interest rate asset-based lending arrangement and a $1.0 million capital expenditure line with customary terms and conditions. The facility provides the Company with additional flexibility to invest in growth initiatives.

In June 2021, the Company redeemed all of its outstanding publicly-traded warrants to purchase shares of its common stock at an exercise price of $11.50 per share. The transaction resulted in approximately $138.4 million in gross proceeds, which simplifies the Company’s capital structure and provides additional funding to invest in the ongoing expansion of the business.

At June 30, 2021, the Company had total debt outstanding of $29.9 million and cash of $416.4 million. The Company had 97,732,079 common shares outstanding as of June 30, 2021.

Business Outlook

The Company expects to continue its acceleration of investments in headcount and technology, inclusive of Novomer, to build out the operational platform and infrastructure needed to support its production capacity expansion and sales growth objectives. Additionally, with the completion of the Kentucky debottlenecking initiative in the second quarter of 2021, the Company expects the improved operating rates will contribute to Adjusted EBITDA and cash flow from operations in 2021. Based on the timing of customer product launches, the Company expects its second half 2021 results to be weighted towards the fourth quarter. The Company expects full year capital expenditures to be in the range of $125 million to $150 million inclusive of post-acquisition investments in Novomer.

Webcast and Conference Call

The Company will host a webcast and conference call on Monday, August 16, 2021, at 5:00 p.m. Eastern time to review second quarter 2021 results, discuss recent events and conduct a question-and-answer session. The live webcast will be available at www.danimerscientific.com in the Investor Relations section. The conference call will also be accessible by dialing 1-877-407-9208 (Domestic) and 1-201-493-6784 (International). A replay of the webcast will be available on the Company’s website.

About Danimer

Danimer is a pioneer in creating more sustainable, more natural ways to make plastic products. For more than a decade, its renewable and sustainable biopolymers have helped create plastic products that are biodegradable and compostable and return to nature instead of polluting our lands and waters. Danimer’s technology can be found in a vast array of plastic end products that people use every day. Applications for its biopolymers include additives, aqueous coatings, fibers, filaments, films and injection-molded articles, among others. Danimer now holds more than 390 granted patents and pending patent applications in more than 20 countries for a range of manufacturing processes and biopolymer formulations. For more information, visit www.DanimerScientific.com.

Forward-Looking Statements

Please note that in this press release we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on Management’s expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. The Company cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this release include, but are not limited to, the overall level of consumer demand on its products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the financial strength of the Company's customers; the Company's ability to implement its business strategy, including, but not limited to, its ability to expand its production facilities and plants to meet customer demand for its products and the timing thereof; risks relating to the uncertainty of the projected financial information with respect to the Company; the ability of the Company to execute and integrate acquisitions; changes in governmental regulation, legislation or public opinion relating to its products; the Company’s exposure to product liability or product warranty claims and other loss contingencies; disruptions and other impacts to the Company’s business, as a result of the COVID-19 global pandemic and government actions and restrictive measures implemented in response; stability of the Company’s manufacturing facilities and suppliers, as well as consumer demand for its products, in light of disease epidemics and health-related concerns such as the COVID-19 global pandemic; the impact that global climate change trends may have on the Company and its suppliers and customers; the Company's ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, its information systems; the ability of its information technology systems or information security systems to operate effectively, including as a result of security breaches, viruses, hackers, malware, natural disasters, vendor business interruptions or other causes; its ability to properly maintain, protect, repair or upgrade its information technology systems or information security systems, or problems with its transitioning to upgraded or replacement systems; the impact of adverse publicity about the Company and/or its brands, including without limitation, through social media or in connection with brand damaging events and/or public perception; fluctuations in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations; its ability to utilize potential net operating loss carryforwards; and changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. More information on potential factors that could affect the Company's financial results is included from time to time in the Company's public reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K/A, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release, and speak only as of the date hereof. The Company assumes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.

Danimer Scientific, Inc.
Condensed Consolidated Balance Sheets (Unaudited)

 

 

 

 

 

 

 

(in thousands, except share and per share data)

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Assets:

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

416,355

 

 

$

377,581

 

Accounts receivable, net

 

 

10,069

 

 

 

6,605

 

Inventories

 

 

17,653

 

 

 

13,642

 

Prepaid expenses and other current assets

 

 

4,611

 

 

 

3,089

 

Contract assets

 

 

3,018

 

 

 

1,466

 

Total current assets

 

 

451,706

 

 

 

402,383

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

159,983

 

 

 

106,795

 

Patents, net

 

 

1,819

 

 

 

1,801

 

Right-of-use assets

 

 

16,546

 

 

 

19,387

 

Leverage loans receivable

 

 

13,408

 

 

 

13,408

 

Restricted cash

 

 

524

 

 

 

2,316

 

Loan fees

 

 

1,548

 

 

 

-

 

Other assets

 

 

71

 

 

 

111

 

Total assets

 

$

645,605

 

 

$

546,201

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity:

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

18,970

 

 

$

10,610

 

Accrued liabilities

 

 

5,901

 

 

 

9,220

 

Unearned revenue and contract liabilities

 

 

822

 

 

 

2,455

 

Current portion of lease liability

 

 

2,947

 

 

 

3,000

 

Current portion of long-term debt, net

 

 

333

 

 

 

25,201

 

Total current liabilities

 

 

28,973

 

 

 

50,486

 

 

 

 

 

 

 

 

Private warrants liability

 

 

59,302

 

 

 

82,860

 

Long-term lease liability, net

 

 

20,581

 

 

 

24,175

 

Long-term debt, net

 

 

29,576

 

 

 

31,386

 

Other long-term liabilities

 

 

625

 

 

 

1,250

 

Total liabilities

 

$

139,057

 

 

$

190,157

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Common stock, $0.0001 par value; 200,000,000 shares authorized: 97,732,079 and 84,535,640 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

 

$

9

 

 

$

8

 

Additional paid-in capital

 

 

620,808

 

 

 

414,819

 

Accumulated deficit

 

 

(114,269

)

 

 

(58,783

)

Total stockholders’ equity

 

 

506,548

 

 

 

356,044

 

Total liabilities and stockholders’ equity

 

$

645,605

 

 

$

546,201

 

Danimer Scientific, Inc.
Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

11,294

 

 

$

10,576

 

 

$

22,318

 

 

$

19,755

 

Services

 

 

3,177

 

 

 

1,297

 

 

 

5,334

 

 

 

2,716

 

Total revenue

 

 

14,471

 

 

 

11,873

 

 

 

27,652

 

 

 

22,471

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

12,460

 

 

 

8,441

 

 

 

24,185

 

 

 

15,870

 

Selling, general and administrative

 

 

19,079

 

 

 

2,828

 

 

 

29,199

 

 

 

5,808

 

Research and development

 

 

3,975

 

 

 

2,128

 

 

 

6,594

 

 

 

3,375

 

(Gain) loss on sale of assets

 

 

33

 

 

 

(9

)

 

 

33

 

 

 

(9

)

Total costs and expenses

 

 

35,547

 

 

 

13,388

 

 

 

60,011

 

 

 

25,044

 

Loss from operations

 

 

(21,076

)

 

 

(1,515

)

 

 

(32,359

)

 

 

(2,573

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonoperating income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on remeasurement of private warrants

 

 

58,740

 

 

 

-

 

 

 

(21,957

)

 

 

-

 

Interest expense, net

 

 

(222

)

 

 

(384

)

 

 

(422

)

 

 

(1,097

)

Gain on forgiveness of debt

 

 

1,776

 

 

 

-

 

 

 

1,776

 

 

 

-

 

Loss on loan extinguishment

 

 

-

 

 

 

-

 

 

 

(2,604

)

 

 

-

 

Other income (expense), net

 

 

30

 

 

 

99

 

 

 

80

 

 

 

189

 

Total nonoperating income (expense)

 

 

60,324

 

 

 

(285

)

 

 

(23,127

)

 

 

(908

)

Income (loss) before income taxes

 

 

39,248

 

 

 

(1,800

)

 

 

(55,486

)

 

 

(3,481

)

Income tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net income (loss)

 

$

39,248

 

 

$

(1,800

)

 

$

(55,486

)

 

$

(3,481

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share

 

$

0.44

 

 

$

(0.06

)

 

$

(0.64

)

 

$

(0.12

)

Diluted net income (loss) per share

 

$

0.39

 

 

$

(0.06

)

 

$

(0.64

)

 

$

(0.12

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares used to compute: (1)

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share

 

 

88,806,086

 

 

 

29,005,309

 

 

 

86,760,615

 

 

 

28,386,948

 

Dilutive effect of warrants and stock options

 

 

12,718,858

 

 

 

-

 

 

 

-

 

 

 

-

 

Diluted net income (loss) per share

 

 

101,524,944

 

 

 

29,005,309

 

 

 

86,760,615

 

 

 

28,386,948

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) 2020 Amounts retroactively restated for Business Combination

Danimer Scientific, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)

 

 

Six Months Ended

 

 

 

June 30,

 

(in thousands)

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(55,486

)

 

$

(3,481

)

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

 

 

 

 

 

 

Loss on remeasurement of private warrants

 

 

21,957

 

 

 

-

 

Stock-based compensation

 

 

20,696

 

 

 

302

 

Depreciation and amortization

 

 

4,311

 

 

 

1,809

 

Loss on write-off of deferred loan costs

 

 

1,900

 

 

 

-

 

Amortization of debt issuance costs and debt discounts

 

 

207

 

 

 

852

 

Single lease cost (benefit)

 

 

(806

)

 

 

194

 

Gain on forgiveness of debt

 

 

(1,776

)

 

 

-

 

Other

 

 

66

 

 

 

381

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts payable

 

 

1,967

 

 

 

(592

)

Contract assets

 

 

(1,552

)

 

 

-

 

Unearned revenue and contract liabilities

 

 

(1,633

)

 

 

(907

)

Prepaid expenses and other current assets

 

 

(1,520

)

 

 

(1,879

)

Accounts receivable, net

 

 

(3,464

)

 

 

(1,152

)

Accrued and other long-term liabilities

 

 

(3,537

)

 

 

346

 

Inventories

 

 

(4,011

)

 

 

(5,780

)

Other assets

 

 

40

 

 

 

(482

)

Net cash used in operating activities

 

 

(22,641

)

 

 

(10,389

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(51,906

)

 

 

(19,079

)

Proceeds from sales of property, plant and equipment

 

 

340

 

 

 

9

 

Net cash used in investing activities

 

 

(51,566

)

 

 

(19,070

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from exercise of warrants, net of issuance costs

 

 

138,202

 

 

 

-

 

Proceeds from exercise of stock options

 

 

2,375

 

 

 

-

 

Proceeds from long-term debt

 

 

169

 

 

 

4,015

 

Proceeds from employee stock purchase plan

 

 

92

 

 

 

-

 

Proceeds from issuance of common stock, net of issuance costs

 

 

(890

)

 

 

25,007

 

Cash paid for debt issuance costs

 

 

(1,684

)

 

 

(18

)

Principal payments on long-term debt

 

 

(27,075

)

 

 

(811

)

Net cash provided by financing activities

 

 

111,189

 

 

 

28,193

 

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

 

 

36,982

 

 

 

(1,266

)

Cash and cash equivalents and restricted cash-beginning of period

 

 

379,897

 

 

 

9,278

 

Cash and cash equivalents and restricted cash-end of period

 

$

416,879

 

 

$

8,012

 

Supplemental cash flow information

 

 

 

 

 

 

Cash paid for interest, net of interest capitalized

 

$

242

 

 

$

-

 

Cash paid for operating leases

 

$

1,589

 

 

$

1,270

 

Supplemental non-cash disclosure

 

 

 

 

 

 

Changes in accounts payable and accrued liabilities related to purchase of property, plant and equipment

 

$

5,983

 

 

$

(5,831

)

Non-GAAP Financial Measures

This press release includes the non-GAAP financial measures “Adjusted EBITDA,” “Adjusted EBITDAR,” “Adjusted Gross Profit” and "Adjusted Gross Margin". Danimer management views these metrics as a useful way to look at the performance of its operations between periods and to exclude decisions on capital investment and financing that might otherwise impact the review of profitability of the business based on present market conditions.

Adjusted EBITDA is defined as net income or loss plus net interest expense, income taxes, depreciation and amortization, as adjusted to add back certain charges or gains that Danimer may record each period such as remeasurement of private warrants, stock-compensation expense, as well as non-recurring charges such as (i) asset disposal gains or losses as well as other significant gains or losses such as debt extinguishments; (ii) legal settlements; or (iii) other discrete non-recurring items. Danimer believes these items are not considered an indicator of ongoing performance. Adjusted EBITDA is not a measure of performance defined in accordance with GAAP. The measure is used as a supplement to GAAP results in evaluating certain aspects of Danimer’s business, as described below.

Adjusted EBITDAR is defined as Adjusted EBITDA plus rent expense.

Adjusted Gross Profit is defined as Gross Profit plus depreciation, stock-based compensation and rent expense.

Adjusted Gross Margin is defined as Adjusted Gross Profit divided by total revenue.

Danimer believes that each of Adjusted EBITDA, Adjusted EBITDAR and Adjusted Gross Profit is useful to investors in evaluating the Company’s performance because each measure considers the performance of the Company’s operations, excluding decisions made with respect to capital investment, financing and other non-recurring charges as outlined in the preceding paragraph. Danimer believes these non-GAAP metrics offers additional financial information that, when coupled with the GAAP results and the reconciliation to GAAP results, provides a more complete understanding of its results of operations and the factors and trends affecting its business.

Adjusted EBITDA, Adjusted EBITDAR and Adjusted Gross Profit should not be considered as an alternative to net income or loss as an indicator of its performance or as alternatives to any other measure prescribed by GAAP as there are limitations to using such non-GAAP measures. Although Danimer believes that Adjusted EBITDA, Adjusted EBITDAR and Adjusted Gross Profit may enhance an evaluation of its operating performance based on recent revenue generation and product/overhead cost control because it excludes the impact of prior decisions made about capital investment, financing and other expenses, (i) other companies in Danimer’s industry may define Adjusted EBITDA, Adjusted EBITDAR and Adjusted Gross Profit differently than Danimer does and, as a result, they may not be comparable to similarly titled measures used by other companies in its industry, and (ii) Adjusted EBITDA, Adjusted EBITDAR and Adjusted Gross Profit exclude certain financial information that some may consider important in evaluating Danimer’s performance.


Contacts

Investors
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Phone: 310-787-4807


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Stockholder Vote Scheduled for September 9, 2021

CARNEGIE, Pa.--(BUSINESS WIRE)--Rice Acquisition Corp. (NYSE: RICE) (“RAC”), a special purpose acquisition company focused on the energy transition sector, today announced that it will hold a special meeting of stockholders (the “Special Meeting”) to, among other things, allow its stockholders to approve the proposed business combination (the “Business Combination”) with Aria Energy LLC (“Aria”) and Archaea Energy LLC (“Archaea LLC”), which will create the industry-leading renewable natural gas (“RNG”) platform.


The Special Meeting is scheduled to be held on Thursday, September 9, 2021 at 10:00 a.m., Eastern Time, and will be conducted completely virtually via live webcast. Holders of record of RAC’s common stock at the close of business on the record date of July 29, 2021 may vote at the Special Meeting.

Upon the closing of the Business Combination, the combined company will be named Archaea Energy Inc. (the “Combined Company”). The parties expect that the Combined Company’s Class A common stock and warrants will be listed on the New York Stock Exchange under the ticker symbol “LFG” and “LFG WS,” respectively.

RAC stockholders who need assistance voting or have questions regarding the Special Meeting may contact RAC’s proxy solicitor, D.F. King & Co., Inc., by telephone at (212) 269-5550 (for banks and brokers) or (866) 864-7964 (all others) or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

About Rice Acquisition Corp.

Rice Acquisition Corp. is led by former executives of Rice Energy and EQT, the largest natural gas producer in the U.S. We intend to leverage our expertise building industry-leading energy production companies to develop the world’s clean energy supply.

About Aria Energy LLC

Aria Energy LLC and its subsidiaries provide baseload renewable energy to utilities and other customers across the U.S. Aria is a market leader in the North American landfill gas-to-renewable energy sector, having developed or constructed more than 50 projects over the last 30 years. Aria owns and/or operates a diversified portfolio of 25 energy projects across 13 states, collectively representing 24,880 MMBtu/day of RNG and 115.7 MW of electric capacity. Aria produces and supplies approximately 38 million gallons of RNG annually to fueling stations across the United States. Aria is led by seasoned industry veterans and has over 90 highly skilled operating personnel across the U.S. with a strong safety and environmental track record.

About Archaea Energy LLC

Archaea Energy LLC is an emerging leader in developing renewable natural gas from high-carbon emission processes and industries by capturing recurring emissions from food waste, wastewater, agricultural waste and landfill gas. Archaea LLC builds, operates and manages RNG projects throughout the entire energy life cycle and offers off-take partners the opportunity to purchase RNG from its portfolio of projects under long-term agreements. Archaea LLC delivers pipeline-quality RNG from coast to coast using existing natural gas infrastructure.

Forward Looking Statements

This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “might,” “will,” “would,” “could,” “should,” “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions, although not all forward looking statements contain such identifying words. All statements other than historical facts are forward looking statements. Such statements include, but are not limited to, statements concerning the Business Combination and earnings, performance, strategies, prospects and other aspects of the businesses of RAC, Aria, Archaea LLC and the Combined Company. Forward looking statements are based on current expectations, estimates, projections, targets, opinions and/or beliefs of RAC, Aria and/or Archaea LLC, and such statements involve known and unknown risks, uncertainties and other factors.

The risks and uncertainties that could cause those actual results to differ materially from those expressed or implied by these forward looking statements include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combination and any transactions contemplated thereby; (b) the ability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of the stockholders of RAC or other conditions to closing of the proposed Business Combination; (c) the ability to meet the New York Stock Exchange's listing standards following the consummation of the transactions contemplated by the proposed Business Combination; (d) the risk that the proposed transactions disrupt current plans and operations of Aria, Archaea LLC or their subsidiaries as a result of the announcement and consummation of the proposed Business Combination; (e) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the Combined Company to grow and manage growth profitably and retain its management and key employees; (f) costs related to the proposed Business Combination and related transactions; (g) the possibility that Aria, Archaea LLC or the Combined Company may be adversely affected by other economic, business and/or competitive factors; (h) the Combined Company’s ability to develop and operate new projects; (i) the reduction or elimination of government economic incentives to the renewable energy market; (j) delays in acquisition, financing, construction and development of new projects; (k) the length of development cycles for new projects, including the design and construction processes for the Combined Company’s projects; (l) the Combined Company’s ability to identify suitable locations for new projects; (m) the Combined Company’s dependence on landfill operators; (n) existing regulations and changes to regulations and policies that effect the Combined Company’s operations; (o) decline in public acceptance and support of renewable energy development and projects; (p) demand for renewable energy not being sustained; (q) impacts of climate change, changing weather patterns and conditions, and natural disasters; (r) the ability to secure necessary governmental and regulatory approvals; and (s) other risks and uncertainties indicated in RAC’s definitive proxy statement relating to the Business Combinations, which was filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2021 (the “definitive proxy statement”), including those under "Risk Factors" therein, and other documents filed or to be filed with the SEC by RAC.

The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward looking statements, which speak only as of the date made. RAC, Aria, Archaea LLC and the Combined Company do not undertake or accept any obligation or undertaking to update or revise the forward looking statements set forth herein, whether as a result of new information, future events or otherwise, except as may be required by law.

Important Information about the Business Combination and Where to Find It

In connection with the proposed Business Combination, RAC filed the definitive proxy statement with the SEC on August 12, 2021. This press release does not contain all the information that should be considered concerning the proposed Business Combination, and it is not intended to provide the basis for any investment decision or any other decision regarding the proposed Business Combination. RAC’s stockholders and other interested persons are advised to read the definitive proxy statement, and any amendments or supplements thereto, and any other relevant documents that are filed or furnished or will be filed or will be furnished with the SEC carefully and in their entirety in connection with RAC’s solicitation of proxies for the Special Meeting, as these materials contain important information about the Combined Company, RAC, Aria, Archaea LLC and the proposed Business Combination. The definitive proxy statement is being mailed to the stockholders of RAC as of July 29, 2021, which is the record date for voting on the proposed Business Combination. Stockholders may also obtain copies of the definitive proxy statement on the SEC’s website at http://www.sec.gov.

Participants in the Solicitation

RAC, Aria and Archaea LLC and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies of RAC’s stockholders in connection with the proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of RAC’s stockholders in connection with the proposed Business Combination, including their names and a description of their interests in the proposed combination, is set forth in the definitive proxy statement.

No Offer or Solicitation

This press release is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.


Contacts

Investor Relations
Kyle Derham
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Media Relations
Montieth M. Illingworth
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– Record Quarterly Revenue of approximately $11.9 Million, and First Half Revenue of approximately $21.0 Million –

– Significant Progress on Residential Development Projects –

– Company Expects to be Cash Flow Positive in the Fourth Quarter of 2021 –

– Management to Host Conference Call Today at 4:30 p.m. ET –

NEW YORK--(BUSINESS WIRE)--SG Blocks, Inc. (Nasdaq: SGBX) (“SG Blocks” or the “Company”), a leading designer, innovator and fabricator of modular structures, today reported its financial results for the first quarter ending June 30, 2021.

The second quarter was a momentous one for SG Blocks, as we achieved record quarterly revenues and made great strides in growing our activity across all verticals,” said Paul Galvin, SG Blocks’ Chairman and Chief Executive Officer. “In particular, we made substantial progress in our housing vertical, launching several new development opportunities where we anticipate earning revenue from both our interest in the projects and by fabricating the units at SG Blocks’ own manufacturing facilities. These announcements provide greater visibility into our earnings over the next several quarters and put us on track to achieve positive cash flow in the fourth quarter of 2021.

Our goals over the coming quarters will be to execute at a high level on our existing projects, seek new investment opportunities and partners, and continuously expand our manufacturing capacity to support our accelerating pace of activity. We are capturing the benefits of significant tailwinds in the residential development business by helping to deliver much-needed residential units to alleviate a housing shortage across the country. In our health care vertical, we also continue to provide critical health infrastructure with our modular and rapidly deployable COVID testing modules.

In short, we are making our own destiny and rethinking the way space and buildings are used. We’re continuing to close on developments and launching new projects and ventures each quarter. As our business has grown and our plan is unfolding, we have started to attract interesting, successful and notable partners, employees, and Board Members who share our passion for disrupting real estate and medical testing via safe and green modular solutions. We expect these efforts to pay off for our shareholders as we realize the value of these projects over time.”

Second Quarter 2021 and Subsequent Operational Highlights:

At June 30, 2021, the Company had 14 projects under contract, compared to 16 projects under contract at March 31, 2021. At June 30, 2021, the construction backlog was approximately $21 million, as compared to approximately $22.9 million as of March 31, 2021. The Company’s backlog does not include any projects related to recently launched SG Development Corp. and does not include ongoing medical testing.

As of June 30, 2021, SGB DevCorp. had active residential development projects for a total of 1,752 units.

Concentrated Market Activity

Medical Testing & Services

SG Blocks continues to provide innovative structures, labs, and testing solutions to support the fight against, and recovery from, the COVID-19 pandemic. The Company’s modular solutions can be quickly and efficiently deployed at key locations for much-needed point-of-care patient access, to support the continue reopening and recovery of the U.S. economy.

In May, the Company partnered with Stone Clinical Laboratories to bring COVID-19 testing to Miami’s South Beach area in connection with two events, Food Network’s annual Wine & Food Festival, as well as the Air & Sea Show & Music Explosion.

Also in May, the Company’s Chicago Area Testing subsidiary, in partnership with National Pain Centers, announced an agreement with the Robbins Park District of Robbins, IL to deploy a COVID-19 testing unit to provide health services to the underserved communities of the south suburbs of Chicago.

Manufacturing

After years of outsourcing, SG Blocks is committed to in-house manufacturing excellence. While there are a number of legacy project commitments that will be completed at a cash loss in 2021, going forward, the Company expects to manufacture future projects at a margin of approximately 15%.

SG Development Corporation

The Company formed SGB DevCorp. in February 2021 to deliver single family homes, townhomes, and for-rent apartment units across the country. The launch of SGB DevCorp. is expected to provide a host of benefits to SG Blocks, including: i) keeping manufacturing near 100% capacity to provide a steady and visible flow of manufacturing income, ii) participation in project fees, and; iii) potential profit from asset sales.

In May, SGB DevCorp. acquired a 50+acre site for its previously announced Lago Vista development, on Lake Travis, on the Colorado River in thriving Austin, Texas. The project is expected to consist of up to 225 one- and two-bedroom condominium units, as well as amenities including a community center, marina and health club. Development work is expected to commence in the second quarter of 2022, with an anticipated completion date in the fourth quarter of 2022. SG Blocks expects to capture approximately $25 million in manufacturing revenue over the life of the project. The Company also anticipates that its minority interest in the sale of the units will be no less than approximately $5.0 million as units are sold.

In June, the Company announced that SGB DevCorp. acquired a 50% membership interest to build a 138-unit, 125,000 square foot affordable housing community in East Point, GA within the Atlanta metropolitan area. The community will be known as “Norman Berry Village,” and the units will be constructed at the Company’s manufacturing facilities in Durant, OK and shipped to Atlanta. SGB DevCorp. has partnered with CMC Development Group, ZT Architecture & Land Development, and Community Development Consortium on the project. The Company expects to complete the project at a cost of approximately $15 million – $20 million. SGB DevCorp. will control the planning and construction process, and earn manufacturing revenue, as well as a share of development fees.

In June, the groundbreaking occurred on the previously announced Monticello Mews multifamily development project located in the Catskills region of New York. Upon completion, the development is expected to consist of 187 townhomes with one- and two-bedroom units, with amenities including a clubhouse, gym, and outdoor green spaces. The project is expected to be complete in the second quarter of 2023.

In June, the Company announced that SGB DevCorp. has acquired a 10% non-dilutable equity interest in JDI-Cumberland Inlet, LLC, a Georgia limited liability company, contributing $3,000,000 in capital to develop Cumberland Inlet, a 1,286 acre waterfront parcel in historic downtown St. Marys, Georgia. Modular housing units for the project will be produced at the Company’s manufacturing facilities in Durant, OK, with gross potential manufacturing revenues totaling approximately $180 million, making St. Marys SGB DevCorp.’s largest project to date. The development is expected to commence site work in the fourth quarter of 2021, with initial deliveries of modular units expected in third quarter of 2022.

Second Quarter 2021 Financial Highlights:

  • Revenue for the second quarter 2021 was $11.9 million, compared to approximately $630,000 for the second quarter of 2020. The record revenue was achieved despite having several commercial projects that were previously announced being delayed directly and indirectly by the COVID-19 pandemic.
  • Gross profit for the second quarter 2021 was $2.8 million, compared to a gross profit of approximately $370,000 in the second quarter 2020.
  • Operating expenses for the second quarter 2021 were $2.8 million, compared to approximately $1.2 million in the second quarter 2020. Included in second quarter 2021 are one-time start-up costs associated with the multiple closings as well as increased G&A costs related to the hiring of the talent needed to execute our robust backlog and pipeline.
  • For the second quarter 2021, net loss attributable to common shareholders was $1.5 million, or negative ($0.17) per share, compared to a net loss of approximately $840,000, or negative ($0.16) per share, in the second quarter 2020. The net loss attributable to common shareholders includes the following items:
    • Approximately $465,000 in non-cash depreciation and amortization expenses, non-cash stock compensation expense and litigation expenses as explained in the adjusted EBITDA loss;
  • Adjusted EBITDA loss for the second quarter 2021 was $1.1 million], compared to a loss of $530,000 in the second quarter 2020.
  • At June 30, 2021, the Company had total assets of approximately $25.5 million, compared to approximately $22.3 million at June 30, 2020.
  • The Company had cash and cash equivalents of approximately $2.3 million as of June 30, 2021, compared to approximately $10.5 million at March 31, 2021.
  • The reduction in cash is due to investments in development projects totaling $3.35 million and the acquisition of development land of $3.5 million in the second quarter of 2021.
  • Strong liquidity with cash and accounts receivable (due in less than 30 days) at $6.3 million as of August 13.

Conference Call Information

SG Blocks will host a conference call on Monday, August 16, 2021 at 4:30 p.m. Eastern Time to share its results for the quarter ended June 30, 2021.

Date: Monday, August 16, 2021

Time: 4:30 p.m. ET, 1:30 p.m. PT

Toll-free dial-in number: 1-877-407-9716

International dial-in number: 1-201-493-6779

Conference ID: 13722143

Additionally, a webcast of the conference call will be broadcast live and available for replay at the Investors section of the Company’s website at www.sgblocks.com.

A replay of the conference call will be available after 7:30 p.m. Eastern time through August 30, 2021.

Toll-free replay number: 1-844-512-2921

International replay number: 1-412-317-6671

Replay ID: 13722143

Use of Non-GAAP Financial Information

In addition to its results under GAAP, the Company presents EBITDA and Adjusted EBITDA for historical periods. EBITDA and Adjusted EBITDA are non-GAAP financial measures and have been presented as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. The Company calculates EBITDA as net income (loss) before interest expense, income tax benefit (expense), depreciation and amortization. It calculates Adjusted EBITDA as EBITDA before certain non-recurring adjustments such stock-based compensation expense. EBITDA and Adjusted EBITDA are presented because they are important metrics used by management as one of the means by which it assesses the Company’s financial performance. EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry. These measures, when used in conjunction with related GAAP financial measures, provide investors with an additional financial analytical framework that may be useful in assessing the Company and its results of operations.

EBITDA and Adjusted EBITDA have certain limitations. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (loss), or any other measures of financial performance derived in accordance with GAAP. These measures also should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items for which these non-GAAP measures make adjustments. Additionally, EBITDA and Adjusted EBITDA are not intended to be liquidity measures because of certain limitations, including, but not limited to: i) they do not reflect the Company’s cash outlays for capital expenditures; They do not reflect changes in, or cash requirements for, working capital; and Although depreciation and amortization are non-cash charges, the assets are being depreciated and amortized and may have to be replaced in the future, and these non-GAAP measures do not reflect cash requirements for such replacements.

The non-GAAP information should be read in conjunction with the Company’s consolidated financial statements and related notes.

The following is a reconciliation of EBITDA and Adjusted EBITDA to the nearest GAAP measure, net loss:

In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same or similar to some of the adjustments made in our calculations, and our presentation of EBITDA and Adjusted EBITDA should not be construed to mean that our future results will be unaffected by such adjustment. Management compensates for these limitations by using EBITDA and Adjusted EBITDA as supplemental financial metrics and in conjunction with our results prepared in accordance with GAAP. The non-GAAP information should be read in conjunction with our consolidated financial statements and related notes.

The following is a reconciliation of EBITDA and Adjusted EBITDA to the nearest GAAP measure, net loss:

 

 

Three Months Ended
June 30, 2021

 

 

Three Months Ended
June 30, 2020

 

 

Six Months Ended
June 30, 2021

 

 

Six Months Ended
June 30, 2020

 

Net loss attributable to common stockholders of SG Blocks, Inc.

 

$

(1,541,259

)

 

$

(837,973

)

 

$

(3,575,136

)

 

$

(1,585,400

)

Addback interest expense

 

 

329

 

 

 

3,452

 

 

 

692

 

 

 

6,263

 

Addback interest income

 

 

(13,797

)

 

 

(6,233

)

 

 

(31,267

)

 

 

(11,096

)

Addback depreciation and amortization

 

 

159,227

 

 

 

47,401

 

 

 

301,020

 

 

 

94,802

 

EBITDA (non-GAAP)

 

 

(1,395,500

)

 

 

(793,353

)

 

 

(3,304,691

)

 

 

(1,495,431

)

Addback litigation expense

 

 

60,053

 

 

 

131,102

 

 

 

141,272

 

 

 

267,840

 

Addback stock compensation expense

 

 

246,236

 

 

 

129,750

 

 

 

532,422

 

 

 

168,514

 

Adjusted EBITDA (non-GAAP)

 

$

(1,089,211

)

 

$

(532,501

)

 

$

(2,630,997

)

 

$

(1,059,077

)

About SG Blocks:

SG Blocks, Inc. is a premier innovator in advancing and promoting the use of code-engineered cargo shipping containers for safe and sustainable construction. The firm offers a product that exceeds many standard building code requirements, and also supports developers, architects, builders and owners in achieving greener construction, faster execution, and stronger buildings of higher value. Each project starts with GreenSteelTM, the structural core and shell of an SG Blocks building, and then is customized to client specifications. For more information, visit www.sgblocks.com.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. These forward-looking statements are based on management's expectations and assumptions as of the date of this press release and include statements regarding the Company being on track to achieve positive cash flow in the fourth quarter of 2021, the Company’s efforts paying off for our shareholders as the value of these projects is realized over time, the Company manufacturing future projects at a margin of approximately 15%, the launch of SGB DevCorp. providing a host of benefits to the Company, plans for the Lago Vista development, with development work is expected to commence in the second quarter of 2022 and an anticipated completion date in the fourth quarter of 2022, plans to capture approximately $25 million in manufacturing revenue over the life of the Lago Vista project, the Company’s minority interest in the sale of the Lago Vista project units being no less than approximately $5.0 million as units are sold, plans for Norman Berry Village in the Atlanta metropolitan area, completing at a cost of approximately $15 to 20 million, plans for the Monticello Mews multifamily development project located in the Catskills region of New York, completing the Monticello Mews in the second quarter of 2023, plans for the Cumberland Inlet project, with gross potential manufacturing revenues totaling approximately $180 million, commencing commence site work on the Cumberland Inlet project in the fourth quarter of 2021, with initial deliveries of modular units expected in third quarter of 2022.. While SG Blocks believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to achieve positive cash flow in the fourth quarter of 2021, the Company’s ability realize the value of its projects over time, the Company’s ability to manufacture future projects at a margin of approximately 15%, the Company’s ability to successfully complete its SGB DevCorp. projects, the Company’s ability to complete the Lago Vista development as planned and capture approximately $25 million in manufacturing revenue over the life of the project, the Company’s ability to complete the Norman Berry Village project in the Atlanta metropolitan area as planned, the Company’s ability to complete the Monticello Mews multifamily development project located in the Catskills region of New York as planned, the Company’s ability to complete the Cumberland Inlet project as planned, with gross potential manufacturing revenues totaling approximately $180 million,, the Company’s ability to position itself for future profitability, the Company’s ability to maintain compliance with the NASDAQ listing requirements, and the other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Company’s subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

 

SG BLOCKS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

 

 

June 30,
2021

 

 

December 31,
2020

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,323,599

 

 

$

13,010,356

 

Accounts receivable, net

 

 

2,719,713

 

 

 

2,635,608

 

Contract assets

 

 

2,122,231

 

 

 

1,303,136

 

Inventories

 

 

1,409,915

 

 

 

778,144

 

Prepaid expenses and other current assets

 

 

553,975

 

 

 

570,775

 

Total current assets

 

 

9,129,433

 

 

 

18,298,019

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

7,177,533

 

 

 

2,683,014

 

Goodwill

 

 

1,309,330

 

 

 

1,309,330

 

Right-of-use asset

 

 

1,478,544

 

 

 

1,537,545

 

Long-term note receivable

 

 

701,233

 

 

 

682,637

 

Intangible assets, net

 

 

2,178,879

 

 

 

2,218,609

 

Deferred contract costs, net

 

 

132,552

 

 

 

152,944

 

Investment in and advances to equity affiliates

 

 

3,350,329

 

 

 

 

Total Assets

 

$

25,457,833

 

 

$

26,882,098

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

5,920,137

 

 

$

3,961,961

 

Contract liabilities

 

 

789,068

 

 

 

1,774,740

 

Lease liability, current maturities

 

 

435,608

 

 

 

326,654

 

Due to affiliates

 

 

381,770

 

 

 

965,561

 

Assumed liability

 

 

43,295

 

 

 

200,765

 

Other current liabilities

 

 

5,000

 

 

 

5,000

 

Total current liabilities

 

 

7,574,878

 

 

 

7,234,681

 

 

 

 

 

 

 

 

 

 

Lease liability, net of current maturities

 

 

1,042,232

 

 

 

1,209,594

 

Total liabilities

 

 

8,617,110

 

 

 

8,444,275

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, $1.00 par value, 5,405,010 shares authorized; none issued or outstanding

 

 

 

 

 

 

Common stock, $0.01 par value, 25,000,000 shares authorized; 8,822,489 issued and outstanding as of June 30, 2021 and 8,596,189 issued and outstanding as of December 31, 2020

 

 

88,225

 

 

 

85,962

 

Additional paid-in capital

 

 

41,681,186

 

 

 

40,443,840

 

Accumulated deficit

 

 

(25,851,682

)

 

 

(22,276,546

)

Total SG Blocks, Inc. stockholders’ equity

 

 

15,917,729

 

 

 

18,253,256

 

Non-controlling interest

 

 

922,994

 

 

 

184,567

 

Total stockholders’ equity

 

 

16,840,723

 

 

 

18,437,823

 

Total Liabilities and Stockholders’ Equity

 

$

25,457,833

 

 

$

26,882,098

 

 

SG BLOCKS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

 

 

For the
Three
Months Ended
June 30,

 

For the
Three
Months Ended
June 30,

 

For the
Six
Months Ended
June 30,

 

For the
Six
Months Ended
June 30,

 

 

2021

 

2020

 

2021

 

2020

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Revenue:

 

 

 

 

 

 

 

 

Construction services

$

2,064,438

 

$

534,526

 

$

5,202,153

 

$

623,867

 

Engineering services

 

4,059

 

 

94,423

 

 

98,008

 

 

203,838

 

Medical revenue

 

9,785,490

 

 

 

 

15,741,453

 

 

 

Total

 

11,853,987

 

 

628,949

 

 

21,041,614

 

 

827,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Construction services

 

3,164,695

 

 

193,208

 

 

7,258,235

 

 

265,119

 

Engineering services

 

32,197

 

 

61,508

 

 

41,967

 

 

142,372

 

Medical revenue

 

5,818,051

 

 

 

 

9,694,187

 

 

 

Total

 

9,014,943

 

 

254,716

 

 

16,994,389

 

 

407,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

2,839,044

 

 

374,233

 

 

4,047,225

 

 

420,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Payroll and related expenses

 

801,664

 

 

392,338

 

 

1,629,186

 

 

664,146

 

General and administrative expenses

 

1,888,162

 

 

766,750

 

 

3,349,518

 

 

1,258,064

 

Marketing and business development expense

 

72,438

 

 

30,899

 

 

143,065

 

 

63,237

 

Pre-project expenses

 

847

 

 

25,000

 

 

10,980

 

 

25,000

 

Total

 

2,763,111

 

 

1,214,987

 

 

5,132,749

 

 

2,010,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

75,933

 

 

(840,754

)

 

(1,085,524

)

 

(1,590,233

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(329

)

 

(3,452

)

 

(692

)

 

(6,263

)

Interest income

 

13,797

 

 

6,233

 

 

31,267

 

 

11,096

 

Other income

 

61,024

 

 

 

 

61,024

 

 

 

Total

 

74,492

 

 

2,781

 

 

91,599

 

4,833

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

150,425

 

 

(837,973

)

 

(993,925

)

 

(1,585,400

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

150,425

 

 

(837,973

)

 

(993,925

)

 

(1,585,400

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Add: net income attributable to noncontrolling interests

 

1,691,684

 

 

 

 

2,581,211

 

 

 

Net loss attributable to common stockholders of SG Blocks, Inc.

$

(1,541,259

)

$

(837,973

)

$

(3,575,136

)

$

(1,585,400

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to SG Blocks, Inc. - basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

$

(0.17

)

$

(0.16

)

$

(0.41

)

$

(0.48

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

8,822,278

 

 

5,369,132

 

 

8,783,806

 

 

3,278,913

 

 

SG BLOCKS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

 

 

 

$0.01 Par Value
Common Stock

 

 

Additional
Paid-in

 

 

Accumulated

 

 

 

SG Blocks
Stockholders'

 

 

Noncontrolling

 

 

Total
Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance at March 31, 2021

 

 

8,821,289

 

 

$

88,213

 

 

$

41,431,213

 

 

$

(24,310,423

)

 

$

17,209,003

 

 

$

1,074,094

 

 

$

18,283,097

 

Stock-based compensation

 

 

 

 

 

 

 

 

246,236

 

 

 

 

 

 

246,236

 

 

 

 

 

 

246,236

 

Conversion of warrants to common stock

 

 

1,200

 

 

 

12

 

 

 

3,737

 

 

 

 

 

 

3,749

 

 

 

 

 

 

3,749

 

Noncontrolling interest distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,842,784

)

 

 

(1,842,784

)

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

(1,541,259

)

 

 

(1,541,259

)

 

 

1,691,684

 

 

 

150,425

Balance at June 30, 2021

 

 

8,822,489

 

 

$

88,225

 

 

$

41,681,186

 

 

$

(25,851,682

)

 

$

15,917,729

 

 

$

922,994

 

 

$

16,840,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

8,596,189

 

 

$

85,962

 

 

$

40,443,840

 

 

$

(22,276,546

)

 

$

18,253,256

 

 

$

184,567

 

 

$

18,437,823

 

Stock-based compensation

 

 

 

 

 

 

 

 

532,422

 

 

 

 

 

 

532,422

 

 

 

 

 

 

532,422

 

Conversion of warrants to common stock

 

 

226,300

 

 

 

2,263

 

 

 

704,924

 

 

 

 

 

707,187

 

 

 

 

 

 

707,187

 

Noncontrolling interest distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,842,784

)

 

 

(1,842,784

)

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

(3,575,136

)

 

 

(3,575,136

)

 

 

2,581,211

 

 

 

(993,925

)

Balance at June 30, 2021

 

 

8,822,489

 

 

$

88,225

 

 

$

41,681,186

 

 

$

(25,851,682

)

 

$

15,917,729

 

 

$

922,994

 

 

$

16,840,723

 


Contacts

Investors:
Stephen Swett
(203) 682-8377
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Annual list ranks America’s fastest growing private companies

DALLAS--(BUSINESS WIRE)--#inc5000--Lone Star Analysis, a trusted provider of leading-edge predictive and prescriptive analytics, and guided artificial intelligence solutions, has been named as an honoree on the annual Inc. 5000 list.



“Being recognized as one of the fastest growing companies by Inc. conveys how hard our team continuously works to improve and expand our offerings to meet customer needs,” said Steve Roemerman, chairman and CEO, Lone Star Analysis. “The launch of several solutions throughout the past few years has contributed to and accelerated our growth, and we look forward to continued success.”

Every year, the list recognizes private companies that experience exponential revenue growth in their markets over a three-year period. This year, despite the unprecedented challenges of 2020, the average median three-year growth rate among the 5,000 was 543% and the median revenue reached $11.1 million. Across the board, the selected companies created more than 610,000 jobs throughout the past three years.

As part of their growth strategy, Lone Star launched TruPredict Essentials towards the end of 2020. As the only guided, self-service, price-to-win tool on the market, it allowed them to bring value to their customers while simplifying the government contract bidding process. In 2021, Lone Star Analysis Ltd., a U.K.-based subsidiary, was officially established with a focus on growing the company’s operations throughout Europe, reaching a key market and starting the global expansion process. Additionally in 2021, the real-time asset analytics software suite, MaxUp™, was introduced to help organizations maximize uptime on physical assets. The execution of each project contributed to Lone Star’s rapid growth and its ability to reach a high revenue trajectory.

To learn more about Lone Star Analysis, visit: http://www.Lone-Star.com.

About Lone Star Analysis

Lone Star Analysis is a Dallas-based provider of applied decision intelligence and engineering solutions. We harness predictive and prescriptive analytics, artificial intelligence and inherent knowledge to enhance innovation, create economic strength, and make the world safer. Since 2004, organizations have trusted Lone Star to deliver actionable answers to complex problems in manufacturing, aerospace, defense, energy, logistics, transportation and more.

About Inc. Media

The world’s most trusted business-media brand, Inc. offers entrepreneurs the knowledge, tools, connections, and community to build great companies. Its award-winning multiplatform content reaches more than 50 million people each month across a variety of channels including web sites, newsletters, social media, podcasts, and print. Its prestigious Inc. 5000 list, produced every year since 1982, analyzes company data to recognize the fastest-growing privately held businesses in the United States. The global recognition that comes with inclusion in the 5000 gives the founders of the best businesses an opportunity to engage with an exclusive community of their peers, and the credibility that helps them drive sales and recruit talent. The associated Inc. 5000 Vision Conference is part of a highly acclaimed portfolio of bespoke events produced by Inc. For more information, visit www.inc.com.


Contacts

Elle Collazo
Mod Op for Lone Star Analysis
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LOS ANGELES--(BUSINESS WIRE)--Romeo Power, Inc. (“Romeo Power” or the “Company”) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, today announced its financial results for the second quarter ending June 30, 2021.


Recent Business Highlights

  • Entered into a long-term supply agreement for lithium-ion battery cells with a Tier 1 battery cell and materials manufacturer.
  • Progressed negotiations to validate supply and secure long-term cell supply commitments with additional potential partners, including for future US sourcing.
  • Surpassed 750,000 miles of Romeo Power modules and battery packs being tested on the road.
  • Advanced evaluation of key suppliers’ capability to achieve run-rate volume and economics.
  • Implemented key leadership changes to substantially strengthen the management team and increase public company management experience, including:
    • Named Susan Brennan as President and Chief Executive Officer, a veteran of high volume and complex manufacturing and technology businesses in the automotive and energy solutions industries,
    • Added Kerry Shiba as Chief Financial Officer and Treasurer, a highly experienced financial leader in public companies going through rapid growth and change,
    • Appointed Lauren Webb to become the Chief Strategy and Commercial Officer, a newly created position, to leverage her deep knowledge of the industry and company to drive growth acceleration,
    • Appointed Matthew Sant as General Counsel and Secretary, a seasoned legal executive having significant experience in large public companies,
    • Made other key additions including the positions of Chief Accounting Officer, Vice President of Manufacturing, Vice President of Cell Engineering and Vice President of Global Supply Chain.

Second Quarter Financial Update

  • Generated revenues of $926,000 for the second quarter of 2021
  • Cash, cash equivalents and investments as of June 30, 2021 of $267.7 million

Management Commentary

Romeo Power is building a foundation to shape the future of EV technology. As we look ahead, we have significantly bolstered our position for cell supply while continuing to increase value with our customers. Alongside our strengthened leadership team, I am looking forward to driving and executing on our shared commitment to expanding access to green energy solutions. I am honored to lead the company as it enters its next stage of development,” said Susan Brennan, President and Chief Executive Officer.

We are already accomplishing great work by strategically pursuing key relationships and capabilities. Our pioneering technology and battery solutions have been a dominant force in driving cost effective electrification of heavy-duty fleets. Now, we are entering a pivotal moment as more customers demand safe, effective, affordable and sustainable EV solutions for a wide-range of transportation use-cases. Romeo Power has the institutional knowledge, skills, strength and passion to capitalize on this opportunity. We believe that the company is poised for great success and growth in the months and years ahead.”

Conference call information

Romeo Power will host a conference call at 2:00 p.m. U.S. Pacific Time (5:00 p.m. U.S. Eastern Time) today, August 16, 2021. Participating on the call will be Susan Brennan, President and Chief Executive Officer, Lauren Webb, Chief Strategy and Commercial Officer, and Kerry Shiba, Chief Financial Officer and Treasurer of Romeo Power. To access the conference call, parties should visit the events section of the Investor Relations website at https://investors.romeopower.com/. A recording of the webcast will also be available following the conference call.

Forward Looking Statements

Certain statements in this press release may constitute “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, including, without limitation, express or implied statements concerning the Company’s ability to secure and maintain agreements with cell suppliers and OEMs, the Company’s ability to validate key suppliers, the Company’s expectations regarding its future financial performance, the demand for safe, effective, affordable and sustainable EV products, and the Company’s ability to produce and deliver such products are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Romeo Power’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: Romeo Power’s ability to execute on its plans to develop and market new products and the timing of these development programs; Romeo Power’s estimates of the size of the markets for its products; the rate and degree of market acceptance of Romeo Power’s products; the success of other competing technologies that may become available; Romeo Power’s ability to identify and integrate acquisitions; the performance of Romeo Power’s products and customers; potential litigation involving Romeo Power; demand for battery cells and supply shortages; the potential effects of COVID-19; and general economic and market conditions impacting demand for Romeo Power’s products. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from those implied by our 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 Romeo Power undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Note Regarding Use of Non-GAAP Financial Measures

This press release contains non-GAAP financial measures, including EBITDA and Adjusted EBITDA. “EBITDA” is defined as earnings before interest income and expense, income tax expense or benefit, and depreciation and amortization. “Adjusted EBITDA” has been calculated using EBITDA adjusted for stock-based compensation, change in the fair value of warrants, investment loss, net and forgiveness of portion of shareholder notes receivable. The Company believes that both EBITDA and Adjusted EBITDA provide additional information for investors to use in (1) evaluating our ongoing operating results and trends and (2) comparing our financial performance with those of comparable companies, which may disclose similar non-GAAP financial measures to investors. These non-GAAP measures provide investors with incremental information for the evaluation of our performance after isolation of certain items deemed unrelated to our core business operations. EBITDA and Adjusted EBITDA are presented as supplemental measures to our GAAP measures of performance. When evaluating EBITDA and Adjusted EBITDA, you should be aware that we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Furthermore, our computation of Adjusted EBITDA may not be directly comparable to similarly titled measures computed by other companies, as the nature of the adjustments that other companies may include or exclude when calculating Adjusted EBITDA may differ from the adjustments reflected in our measure. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation, nor should these measures be viewed as a substitute for the most directly comparable GAAP measure, which is net loss. As appropriate, the most directly comparable GAAP financial measures and information reconciling these non-GAAP financial measures to the Company’s financial results prepared in accordance with GAAP are included in this press release.

About Romeo Power, Inc.

Founded in 2016 and headquartered in Los Angeles, California, Romeo Power (NYSE: RMO) is an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications. The Company’s suite of advanced hardware, combined with its innovative battery management system, delivers the safety, performance, reliability and configurability its customers need to succeed. Romeo Power's 113,000 square-foot manufacturing facility brings its flexible design and development process in-house to pack the most energy dense modules on the market. To keep up with everything Romeo Power, please follow the Company on social @romeopowerinc or visit https://romeopower.com.

Financial Statements

 

Romeo Power, Inc.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

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

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2021

 

2020

 

2021

 

2020

Revenues:

 

 

 

 

 

 

 

Product revenues

$

466

 

 

$

458

 

 

$

1,078

 

 

$

2,046

 

Service revenues

460

 

 

671

 

 

902

 

 

1,605

 

Total revenues

926

 

 

1,129

 

 

1,980

 

 

3,651

 

Cost of revenues:

 

 

 

 

 

 

 

Product cost

5,542

 

 

1,737

 

 

9,980

 

 

4,466

 

Service cost

403

 

 

686

 

 

792

 

 

1,589

 

Total cost of revenues

5,945

 

 

2,423

 

 

10,772

 

 

6,055

 

Gross loss

(5,019

)

 

(1,294

)

 

(8,792

)

 

(2,404

)

Operating expenses:

 

 

 

 

 

 

 

Research and development

1,792

 

 

1,594

 

 

5,563

 

 

3,396

 

Selling, general and administrative

22,911

 

 

2,451

 

 

40,910

 

 

5,358

 

Total operating expenses

24,703

 

 

4,045

 

 

46,473

 

 

8,754

 

Operating loss:

(29,722

)

 

(5,339

)

 

(55,265

)

 

(11,158

)

Interest expense

(5

)

 

(264

)

 

(12

)

 

(518

)

Change in fair value of public and private placement warrants

1,995

 

 

 

 

118,120

 

 

 

Investment loss, net

(379

)

 

 

 

(289

)

 

 

Other expense

 

 

(1,386

)

 

 

 

(1,386

)

(Loss) income before income taxes and loss in equity method investments

(28,111

)

 

(6,989

)

 

62,554

 

 

(13,062

)

Loss in equity method investments

(563

)

 

(36

)

 

(1,206

)

 

(732

)

Provision for income taxes

 

 

 

 

(10

)

 

 

Net (loss) income

(28,674

)

 

(7,025

)

 

61,338

 

 

(13,794

)

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

Available-for-sale debt investments:

 

 

 

 

 

 

 

Change in net unrealized losses, net of income taxes

34

 

 

 

 

(308

)

 

 

Net losses reclassified to earnings, net of income taxes

115

 

 

 

 

153

 

 

 

Total other comprehensive income (loss), net of income taxes

149

 

 

 

 

(155

)

 

 

Comprehensive (loss) income

$

(28,525

)

 

$

(7,025

)

 

$

61,183

 

 

$

(13,794

)

 

 

 

 

 

 

 

 

Net (loss) income per share

 

 

 

 

 

 

 

Basic

$

(0.22

)

 

$

(0.09

)

 

$

0.47

 

 

$

(0.18

)

Diluted

$

(0.22

)

 

$

(0.09

)

 

$

0.45

 

 

$

(0.18

)

Weighted average number of shares outstanding

 

 

 

 

 

 

 

Basic

131,059,149

 

 

77,396,263

 

 

129,930,204

 

 

76,021,298

 

Diluted

131,059,149

 

 

77,396,263

 

 

135,021,296

 

 

76,021,298

 

 

Romeo Power, Inc.

Unaudited Condensed Consolidated Balance Sheets

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

 

 

June 30, 2021

 

December 31, 2020

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

44,046

 

 

$

292,442

 

Investments

223,636

 

 

 

Accounts receivable, net of allowance for expected credit loss of $213 and $238 at June 30, 2021 and December 31, 2020, respectively

1,992

 

 

841

 

Inventories, net

7,615

 

 

4,937

 

Insurance receivable

6,000

 

 

6,000

 

Deferred costs

2,217

 

 

 

Prepaid expenses and other current assets

10,158

 

 

1,269

 

Total current assets

295,664

 

 

305,489

 

Restricted cash

1,500

 

 

1,500

 

Property, plant and equipment, net

6,430

 

 

5,484

 

Equity method investments

37,794

 

 

35,000

 

Operating lease right-of-use assets

5,350

 

 

5,469

 

Deferred assets

5,018

 

 

 

Other noncurrent assets

2,716

 

 

3,100

 

Total assets

$

354,472

 

 

$

356,042

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

Current liabilities

 

 

 

Accounts payable

$

8,200

 

 

$

2,900

 

Accrued expenses

4,620

 

 

2,844

 

Contract liabilities

3,123

 

 

815

 

Current maturities of long-term debt

3,307

 

 

2,260

 

Operating lease liabilities, current

855

 

 

853

 

Legal settlement payable

6,000

 

 

6,000

 

Other current liabilities

153

 

 

384

 

Total current liabilities

26,258

 

 

16,056

 

Commitments and contingencies

 

 

 

Long-term debt, net of current portion

34

 

 

1,082

 

Public and private placement warrants

9,852

 

 

138,466

 

Operating lease liabilities, net of current portion

4,597

 

 

4,723

 

Other noncurrent liabilities

32

 

 

17

 

Total liabilities

40,773

 

 

160,344

 

 

 

 

 

Stockholders’ equity

 

 

 

Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2021 and December 31, 2020)

 

 

 

Common stock ($0.0001 par value, 250,000,000 shares authorized, 132,995,060 and 126,911,861 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively)

13

 

 

12

 

Additional paid-in capital

429,946

 

 

373,129

 

Accumulated other comprehensive loss

(155

)

 

 

Accumulated deficit

(116,105

)

 

(177,443

)

Total stockholders’ equity

313,699

 

 

195,698

 

Total liabilities and stockholders’ equity

$

354,472

 

 

$

356,042

 

 
 

Romeo Power, Inc.

Unaudited Condensed Consolidated Statement of Cash Flows

(Dollar amounts in thousands)

 

 

Six Months Ended June 30,

 

2021

 

2020

Cash flows from operating activities:

 

 

 

Net income (loss)

$

61,338

 

 

$

(13,794

)

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

 

 

 

Depreciation and amortization

999

 

 

950

 

Amortization of investment premium paid

990

 

 

 

Stock-based compensation

14,742

 

 

652

 

Inventory provision

1,242

 

 

 

Change in fair value of public and private placement warrants

(118,120

)

 

 

Loss in equity method investments

1,206

 

 

732

 

Non-cash lease expense—operating leases

119

 

 

115

 

Non-cash lease expense—finance leases

142

 

 

140

 

Derivative expense

 

 

1,386

 

Other

20

 

 

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

(1,151

)

 

(65

)

Inventories

(3,920

)

 

(1,245

)

Prepaid expenses and other current assets

(8,377

)

 

344

 

Accounts payable

5,369

 

 

535

 

Accrued expenses

1,776

 

 

907

 

Interest accrued on notes payable

 

 

489

 

Deferred costs

(2,217

)

 

 

Contract liabilities

2,308

 

 

629

 

Operating lease liabilities

(124

)

 

(108

)

Other, net

(102

)

 

 

Net cash used in operating activities

(43,760

)

 

(8,333

)

 

 

 

 

Cash flows from investing activities:

 

 

 

Purchase of investments

(304,868

)

 

 

Proceeds from maturities of investments

78,633

 

 

 

Proceeds from sales of investments

1,300

 

 

 

Equity method investment

(4,000

)

 

 

Capital expenditures

(2,113

)

 

(603

)

Net cash used in investing activities

(231,048

)

 

(603

)

 

 

 

 

Cash flows from financing activities:

 

 

 

Issuance of convertible notes

 

 

1,924

 

Issuance of term notes

 

 

3,750

 

Proceeds from PPP loan

 

 

3,300

 

Issuance of common stock

 

 

5,027

 

Exercise of stock options

5,058

 

 

7

 

Exercise of stock warrants

21,580

 

 

 

Warrant redemption payments

(72

)

 

 

Principal portion of finance lease liabilities

(154

)

 

(138

)

Net cash provided by financing activities

26,412

 

 

13,870

 

Net change in cash, cash equivalents and restricted cash

(248,396

)

 

4,934

 

Cash, cash equivalents and restricted cash, beginning of period

293,942

 

 

1,929

 

Cash, cash equivalents and restricted cash, end of period

$

45,546

 

 

$

6,863

 

 

 

 

 

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:

 

 

 

Cash and cash equivalents

$

44,046

 

 

$

5,363

 

Restricted cash

1,500

 

 

1,500

 

Total cash, cash equivalents and restricted cash

$

45,546

 

 

$

6,863

 

 
 

Romeo Power, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(Dollar amounts in thousands)

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2021

 

2020

 

2021

 

2020

Net (loss) income

$

(28,674

)

 

$

(7,025

)

 

$

61,338

 

 

$

(13,794

)

Interest expense

5

 

 

264

 

 

12

 

 

518

 

Provision for income taxes

 

 

 

 

10

 

 

 

Depreciation and amortization expense

494

 

 

468

 

 

999

 

 

950

 

EBITDA

$

(28,175

)

 

$

(6,293

)

 

$

62,359

 

 

$

(12,326

)

Stock-based compensation

8,189

 

 

375

 

 

14,742

 

 

652

 

Change in fair value of public and private placement warrants

(1,995

)

 

 

 

(118,120

)

 

 

Investment loss, net

379

 

 

 

289

 

 

Forgiveness of portion of stockholder notes receivable

 

 

1,386

 

 

 

1,386

Adjusted EBITDA

$

(21,602

)

 

$

(4,532

)

 

$

(40,730

)

 

$

(10,288

)

 


Contacts

Romeo Power

For Investors
This email address is being protected from spambots. You need JavaScript enabled to view it.

For Media
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Axis, Berry and Select to Serve as Proposed “Stalking Horse” Bidders in Court-Supervised Sale Process

Sale Processes to Be Facilitated Through Voluntary Chapter 11 Filing

FORT WORTH, Texas--(BUSINESS WIRE)--Basic Energy Services, Inc. (OTCQX: BASX) (“Basic” or the “Company”) today announced that it has entered into asset purchase agreements with each of Axis Energy Services Holdings, LLC (“Axis”), Berry Corporation (NASDAQ: BRY) (“Berry”), and Select Energy Services, Inc. (NYSE: WTTR) (“Select”) pursuant to which, if consummated:

  • Axis will acquire substantially all of the Company’s Well Servicing and Completion & Remedial segment assets outside of California.
  • Berry will acquire substantially all of the Company’s assets in California.
  • Select will acquire substantially all of the Company’s Water Logistics segment assets outside of California, including all of the assets of Agua Libre Midstream, LLC.

To facilitate the sales, Basic has commenced voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of Texas. The transactions are being undertaken pursuant to Section 363 of the U.S. Bankruptcy Code, with Axis, Berry and Select serving as the “stalking horse” bidders in the court-supervised sale process. Accordingly, the proposed transactions are subject to higher and better offers, among other conditions.

The Company remains focused on serving customers and fully expects to continue operating without interruption, including paying its employees, during the court-supervised process.

“We believe the asset purchase agreements will enable us to maximize the value of our businesses and create the best path forward for our customers, partners, employees and the communities we serve,” said Keith Schilling, President and Chief Executive Officer of Basic. “The Company has faced extraordinary challenges as a result of the COVID-19 pandemic, and we thank the Basic team for their ongoing hard work and dedication as we continue to provide our customers outstanding service, experienced crews and a wide range of safe and efficient production services.”

If other qualified bids are submitted during the court-supervised sale process, the Company will conduct an auction or auctions with the agreements with Axis, Berry and Select setting the floor for the auction processes.

Basic has received a commitment for $35.0 million in debtor-in-possession (“DIP”) financing from Guggenheim Credit Services, LLC. Upon court approval, this new financing, together with cash generated from the Company’s ongoing operations, is expected to provide sufficient liquidity to support the Company during the court-supervised process.

Basic has filed a number of customary motions seeking court approval to continue operating its business in the normal course during the court-supervised process, including the continued payment of employee wages without interruption, as well as paying vendors and suppliers in full under normal terms for goods and services provided on or after the filing date. The Company expects to receive approval for these requests.

Basic’s vendors and suppliers can access court filings and other information related to the proceedings on a separate website administrated by the Company’s claims agent, Prime Clerk, LLC (“Prime Clerk”), at https://cases.primeclerk.com/basicenergy, by calling Prime Clerk toll-free at (877) 329-2031 (or +1 (917) 994-8420 for calls originating outside of the U.S.), or by sending an email to This email address is being protected from spambots. You need JavaScript enabled to view it..

Weil, Gotshal & Manges LLP is serving as Basic’s legal counsel, Lazard is serving as financial advisor and AlixPartners LLP is serving as restructuring advisor.

About Basic Energy Services

Basic Energy Services provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. The Company’s operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Our operations are focused in prolific basins that have historically exhibited strong drilling and production economics in recent years as well as natural gas-focused shale plays characterized by prolific reserves. Specifically, the Company has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. We provide our services to a diverse group of over 2,000 oil and gas companies. Additional information on Basic Energy Services is available on the Company’s website at www.basices.com.

About Axis Energy Services Holdings, LLC

Axis is a data-driven energy services company committed to continuous improvement across the life of the well by utilizing innovative technologies, employee training, and best-in-class customer service. The proprietary Axis CORE® system is a data acquisition and analytics software platform offered with our services that enables safer, more efficient operations and a data-driven experience for our customers. Formed in 2018, Axis is a private company backed by Lime Rock Partners and B-29 Investments. Our leadership brings decades of experience to provide our customers with necessary service offerings, including completions, workovers, pressure control, and pumping services, as well as BOP equipment rentals, chemical mixing, nitrogen, fishing and rental services, and plug and abandonment services. Axis is headquartered in Longview, Texas with operations in the Bakken, Eagle Ford, Haynesville, Marcellus, Permian, and Utica basins.

About Berry Corporation

Berry is a publicly traded western United States independent upstream energy company focused on creating value for our shareholders through the development and production of conventional, long-lived oil reserves located primarily in the San Joaquin basin of California. Berry has a strong working relationship with the state of California and its regulatory agencies, and is vocal in their commitment to be part of the energy solution in California. Berry believes that locally producing and supplying equitable, affordable and reliable energy is critical to ensuring a safe and healthy future for their communities.

About Select Energy Services

Select Energy Services is a leading provider of sustainable full life cycle water and chemical solutions to the unconventional oil and gas industry in the United States. Select provides for the sourcing and transfer of water, both by permanent pipeline and temporary hose, prior to its use in the drilling and completion activities associated with hydraulic fracturing, as well as complementary water-related services that support oil and gas well completion and production activities, including containment, monitoring, treatment and recycling, flowback, hauling, gathering and disposal. Select also develops and manufactures a full suite of specialty chemicals used in the well completion process and production chemicals used to enhance performance over the producing life of a well. Select currently provides services to exploration and production companies and oilfield service companies operating in all the major shale and producing basins in the United States. For more information, please visit Select's website, http://www.selectenergy.com.

Safe Harbor Statement

This press release contains forward-looking statements that relate to future results and events that are not facts and constitute forward-looking statements. These forward-looking statements are based on the Company’s current expectations, estimates and assumptions and, as such, involve certain risks and uncertainties. The ability of the Company to predict results or the actual effects of its plans and strategies is subject to inherent uncertainty. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact, including statements containing the words “intends,” “believes,” “expects,” “will,” and similar expressions, are statements that could be deemed to be forward-looking statements. In addition, the forward-looking statements represent the Company’s views as of the date as of which they were made. The Company anticipates that subsequent events and developments may cause its views to change. However, although Basic may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.


Contacts

Investors
Trey Stolz
Director of Financial Planning & Analysis
Basic Energy Services, Inc.
817-334-4100

Media
Andrew Siegel / James Golden / Aura Reinhard
Joele Frank Wilkinson Brimmer Katcher
212-355-4449

LAS VEGAS--(BUSINESS WIRE)--$AGH #AP--Ault Global Holdings, Inc. (NYSE American: DPW), a diversified holding company (the “Company”), reminds shareholders and all interested parties that today its Executive Chairman, Milton “Todd” Ault, III, and its CEO, William Horne, will host a conference call via webcast to discuss the financial results for the second quarter 2021 at 2:30 p.m. (PDT). Joining Mr. Ault and Mr. Horne will be Kenneth Cragun, the Company’s CFO.


During the call, Mr. Ault and Mr. Horne will discuss the financial performance and outlook of the Company and its subsidiaries as well as other forward-looking matters. Following the prepared remarks, the Company may answer questions received prior to the conference call and may host a brief Q&A session, if time allows.

Shareholders, investors and interested parties who desire to participate in the webcast must use the following link to register prior to 2:00 p.m. (PDT) today, August 16, 2021:

https://zoom.us/webinar/register/WN_JDwWcCZ-R8G7Zrh3J2EFWQ

For more information on Ault Global Holdings and its subsidiaries, the Company recommends that stockholders, investors and any other interested parties read the Company’s public filings and press releases available under the Investor Relations section at www.AultGlobal.com or available at www.sec.gov.

About Ault Global Holdings, Inc.

Ault Global Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Global Holding’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.AultGlobal.com.

Forward-Looking Statements

This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.AultGlobal.com.


Contacts

This email address is being protected from spambots. You need JavaScript enabled to view it. or 1-888-753-2235

 

SACRAMENTO, Calif.--(BUSINESS WIRE)--#CFP--e-Mission Control, a firm that facilitates credit generation through California’s Low Carbon Fuel Standard (LCFS) program and Oregon’s Clean Fuel Program (CFP), launched its Green Fleet Pioneer designation for partners who participate in the LCFS and CFP. Launched in 2009, the LCFS was designed to reduce greenhouse gas (GHG) emissions in the transportation sector, which is responsible for roughly 50 percent of GHG emissions and 80 percent of ozone‐forming gas emissions. This program also transforms and diversifies the fuel pool in California to reduce petroleum dependency and achieves air quality benefits. In 2016, Oregon passed similar legislation with the goal of reducing the amount of lifecycle greenhouse gas emissions per unit of energy by a minimum of 10% below 2010 levels by 2025.



“Our partners deserve special recognition for doing their part in helping keep California’s air clean and healthy by utilizing battery electric material handling equipment in their operations,” said Todd Trauman, CEO of e-Mission Control. “Since launching our company, we’ve helped generate over 48,000 tons of CO2e worth of LCFS and CFP credit value, and we feel this is something to celebrate.”

All partners qualify for this designation. They will be receiving a logo badge, along with data accumulated throughout their engagement with e-Mission Control, for use in their communications. “Transparency and education are paramount in these programs. Many of our partners have a good understanding of LCFS and CFP and maximize the financial opportunities these programs generate. Oftentimes, they utilize the benefits to expand their operations including zero-emission material handling equipment, and we feel this should be applauded,” he added.

About E-Mission Control

e-Mission Control designs, manages, and executes electricity consumption data products for forward-thinking on- and off-road vehicle fleet operators. At e-Mission Control, we understand that the management and reliability of data shaping transportation incentive programs around the world are extremely important in smoothing the transition to a green economy. Industries most impacted by transportation and mobility-related greenhouse gas emissions are often the ones that need the most support navigating complex regulatory provisions and reporting necessary to participate. This concept underpins our commitment to democratizing access and engagement in these state-administered programs, so that the resulting financial and environmental benefits reach stakeholders who might otherwise be overlooked.


Contacts

Colleen Harrison
(916) 261-6483
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- Year-over-Year Funded Loan Volume Triples to $666 Million in 2Q 2021 -
- Year-over-Year Total Revenue up 162% to $26.9 Million in 2Q 2021 -
- 2Q 2021 Net Income increased to $5.2 Million, up from $(1.2) Million in 2Q 2020 -
- 2Q 2021 Adjusted EBITDA increased to $11.5 Million, up from $0.2 Million in 2Q 2020 -
- Revises Full-Year 2021 Outlook for Key Metrics -

NEW YORK & CHARLOTTE, N.C.--(BUSINESS WIRE)--Sunlight Financial Holdings Inc. (“Sunlight Financial”, "Sunlight" or the “Company”) (NYSE:SUNL), a premier, technology-enabled point-of-sale financing company, today provided financial results for the second quarter ended June 30, 2021.

“Sunlight generated a record level of loan volume in the second quarter of 2021, with funded loans of $666 million, demonstrating our unique ability to meet the growing demand for residential solar with our best-in-class point-of-sale technology platform and our high-quality contractor partnerships," said Matt Potere, Chief Executive Officer of Sunlight. "Our strong funded loan volume led to profitable earnings growth, with Total Revenue up 162% and significant Net Income and Adjusted EBITDA increases relative to the second quarter of 2020.

"We also grew our contractor network by 77% since the second quarter of 2020, bringing our total active contractor base to nearly 1,400, and saw a record-high battery attachment rate of 26%, driving our average solar loan balance up 15% relative to the second quarter of 2020,” added Mr. Potere. "Sunlight is well-positioned to pursue its growth strategy as a public company, continuing to provide frictionless financing and innovative products to homeowners to support the transition to a clean energy future."

All financial and operating results included in this release are for the Sunlight Financial LLC business, and do not give effect to the closing of the business combination with Spartan Acquisition Corp. II (“Spartan”), which occurred on July 9, 2021 (after the close of the quarter ended June 30, 2021).

Second Quarter 2021 Key Financial Metrics

  • Total funded loans of $666 million, tripling from $222 million in the prior-year period
  • Total Revenue of $26.9 million, a 162% increase from $10.3 million in the prior-year period
  • Net Income of $5.2 million, up from a net loss of $(1.2) million in the second quarter of 2020
  • Adjusted EBITDA of $11.5 million, a significant increase from $0.2 million in the prior-year period
  • Adjusted EBITDA Margin of 42.7%, nearly 20x Adjusted EBITDA margin of 2.2% in the second quarter of 2020

Second Quarter 2021 Key Operational Metrics

  • Borrower counts increased to a new quarterly high of 18,572, more than doubling from 6,894 borrowers in the second quarter of 2020
  • New contractor relationships grew 77% relative to the second quarter of 2020, with 46 new solar contractors and 138 new home improvement contractors joining the Sunlight platform in the second quarter of 2021
  • Battery attachment rate of 26%, triple the rate of just under 9% in the prior-year period
  • Average loan balance increased 11% year-over-year to $35,870, with solar loans averaging $39,852 in the second quarter of 2021

Recent Business Highlights

  • Following the successful completion of the business combination with Spartan on July 9, 2021, Sunlight began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “SUNL” on July 12, 2021.
  • As of June 30, 2021, Sunlight had a cumulative funded loan total of $4.8 billion, and is poised to surpass $5 billion in cumulative funded loans in the third quarter of 2021.
  • On August 5, 2021, Sunlight announced innovative and competitive new loan products for residential solar and energy storage systems that provide additional term and pricing options for contractors to enable cost-saving installations for homeowners.

Full-Year 2021 Outlook

Sunlight is revising its previously provided full-year 2021 financial forecast for funded loans, Total Revenue and Adjusted EBITDA to the following ranges:

  • Expected 2021 Total funded loans of $2.6 - $2.8 billion
  • Expected 2021 Total Revenue of $113 - $121 million
  • Expected 2021 Adjusted EBITDA of $46 - $51 million
  • Expected 2021 Adjusted EBITDA Margin of 38% - 42%

Sunlight continues to expect a strong year-over-year increase in funded loans and the business is well-positioned for long-term growth. Near-term forecasts for Total Revenue and Adjusted EBITDA, however, have been impacted both by higher-than-expected costs related to transitioning to, and operating as, a public company, and by lower expectations for Platform Fee Margins resulting from the competitiveness of the market. Each of these drivers account for roughly half of the overall difference in Adjusted EBITDA between Sunlight's previous guidance and the mid-point of this revised guidance. As a result of previously enacted pricing changes, however, Platform Fee Margins are expected to improve from 2Q 2021 levels throughout the second half of 2021.

The mid-points of the updated 2021 outlook reflect robust year-over-year growth of 84% for funded loans, 68% for Total Revenue, and 102% for Adjusted EBITDA relative to full-year 2020 actual results.

Sunlight plans to initiate full-year 2022 guidance on its fourth quarter and full-year 2021 earnings call early next year.

Conference Call Information

Sunlight will host a conference call and webcast to discuss its second quarter 2021 financial and operational results and business outlook at 5:00 PM ET today, August 16, 2021. The conference call will be webcast live from the Company's investor relations website at ir.sunlightfinancial.com. A replay will be available on the investor relations website following the call.

Earnings Presentation

A supplemental earnings presentation is available at ir.sunlightfinancial.com. Additional information is available in the Form 8-K/A, which Sunlight filed with the SEC on August 16, 2021.

About Sunlight Financial

Sunlight is a premier, technology-enabled point-of-sale finance company. Sunlight partners with contractors nationwide to provide homeowners with financing for the installation of residential solar systems and other home improvements. Sunlight’s best-in-class technology and deep credit expertise simplify and streamline consumer finance, ensuring a fast and frictionless process for both contractors and homeowners. For more information, visit www.sunlightfinancial.com.

Forward-Looking Statements

The information included herein and in any oral statements made in connection herewith may include “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, as amended. Forward-looking statements may generally be identified by the use of words such as “could,” “should,” “would,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “continue,” or 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, Sunlight 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 hereof. Sunlight cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Sunlight. Such risks and uncertainties include, among others: risks relating to the uncertainty of the projected operating and financial information with respect to Sunlight; risks related to Sunlight’s business and the timing of expected business milestones or results; the effects of competition and regulatory risks, and the impacts of changes in legislation or regulations on Sunlight’s future business; the expiration, renewal, modification or replacement of the federal solar investment tax credit, rebates and other incentives; the effects of the COVID-19 pandemic on Sunlight’s business or future results; Sunlight’s ability to sustain profitability and to attract and retain its relationships with third parties, including Sunlight’s capital providers and solar contractors; changes in the retail prices of traditional utility generated electricity; the availability of solar panels, batteries and other components and raw materials; and such other risks and uncertainties discussed in the “Risk Factors” section of Sunlight’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission (“SEC”) on July 30, 2021, and other documents of Sunlight filed, or to be filed, with the SEC. Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Sunlight’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Non-GAAP Financial Measures

Some of the operating and financial information and data contained in this press release, such as Total Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Sunlight believes these non-GAAP measures of financial and business results provide useful information to management and the reader regarding certain financial and business trends relating to Sunlight’s financial condition and results of operations. Sunlight further believes that the use of these non-GAAP financial and business measures provides an additional tool for use in evaluating projected operating results and trends and in comparing Sunlight’s financial and operating measures with other similar companies, many of which present similar non-GAAP financial and operating measures to their investors and potential investors. While Adjusted EBITDA, in particular, is relevant and widely used across industries and in the industries in which Sunlight participates, they may contain or exclude adjustments, exclusions and one-time items that third parties may or may not adjust for in connection with such measure, and such measure should not be considered an alternative to any GAAP measures in evaluating the profitability of an investment in, or whether to invest in or consummate a transaction involving, Sunlight. The principal limitation of the Adjusted EBITDA non-GAAP financial measure is that it excludes significant items of income and expense that are required by GAAP to be recorded in Sunlight’s financial statements. In addition, it is subject to inherent limitations as it reflects the exercise of judgment by Sunlight’s management about which items of income and expense are excluded or included in determining this non-GAAP financial measure. The Adjusted EBITDA non-GAAP financial measure and other metrics used herein, including Adjusted EBITDA Margin, should not be relied on or considered an alternative to any GAAP measures or other measures related to the liquidity, financial condition or financial results of Sunlight. Reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the accompanying tables to this release.

SUNLIGHT FINANCIAL LLC

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

 

 

 

June 30, 2021

 

December 31, 2020

 

 

(Unaudited)

 

 

Assets

 

 

 

 

Cash and cash equivalents

 

$

62,521

 

 

$

49,583

 

Restricted cash

 

3,861

 

 

3,122

 

Advances (net of allowance for credit losses of $211 and $121)

 

40,768

 

 

35,280

 

Financing receivables (net of allowance for credit losses of $111 and $125)

 

4,707

 

 

5,333

 

Property and equipment, net

 

5,693

 

 

5,725

 

Due from affiliates

 

1,839

 

 

 

Other assets

 

4,340

 

 

7,030

 

Total assets

 

$

123,729

 

 

$

106,073

 

 

 

 

 

 

Liabilities, Temporary Equity, and Members' Equity

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

Accounts payable and accrued expenses

 

$

18,873

 

 

$

15,782

 

Funding commitments

 

22,164

 

 

18,386

 

Debt

 

20,613

 

 

14,625

 

Distributions payable

 

 

 

7,522

 

Due to affiliates

 

761

 

 

 

Warrants, at fair value

 

9,708

 

 

5,643

 

Other liabilities

 

1,076

 

 

1,502

 

Total liabilities

 

73,195

 

 

63,460

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

Temporary Equity

 

 

 

 

Preferred class A-3 unit members' capital; 403,946 and 376,395 units authorized, issued, and outstanding as of June 30, 2021 and December 31,2020, respectively

 

338,620

 

 

260,428

 

Preferred class A-2 unit members' capital; 242,512 and 225,972 units authorized, issued, and outstanding as of June 30, 2021 and December 31,2020, respectively

 

213,218

 

 

154,286

 

Preferred class A-1 unit members' capital; 317,989 and 296,302 units authorized, issued, and outstanding as of June 30, 2021 and December 31,2020, respectively

 

279,554

 

 

202,045

 

Common unit members' capital; 78,717 units authorized, issued, and outstanding as of June 30, 2021 and December 31,2020

 

68,296

 

 

47,757

 

 

 

 

 

 

Members' Equity

 

 

 

 

Other ownership interests' capital

 

1,457

 

 

1,439

 

Accumulated deficit

 

(850,611

)

 

(623,342

)

Total members' equity

 

(849,154

)

 

(621,903

)

Total liabilities, temporary equity, and members' equity

 

$

123,729

 

$

106,073

 

SUNLIGHT FINANCIAL LLC

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)

 

 

For the Three Months
Ended June 30,

 

For the Six Months
Ended June 30,

 

2021

 

2020

 

2021

 

2020

Revenue

$

26,203

 

$

10,199

 

$

50,990

 

$

23,272

 

Costs and Expenses

 

 

 

 

Cost of revenues (exclusive of items shown separately below)

5,337

 

2,300

 

10,191

 

5,247

 

Compensation and benefits

8,108

 

6,273

 

16,120

 

12,723

 

Selling, general, and administrative

1,204

 

542

 

3,120

 

1,822

 

Property and technology

1,420

 

1,065

 

2,628

 

2,048

 

Depreciation and amortization

801

 

815

 

1,610

 

1,618

 

Provision for losses

436

 

354

 

1,172

 

478

 

Management fees to affiliate

100

 

100

 

200

 

200

 

 

17,406

 

11,449

 

35,041

 

24,136

 

Operating income

8,797

 

(1,250

)

15,949

 

(864

)

Other Income (Expense), Net

 

 

 

 

Interest income

112

 

119

 

253

 

276

 

Interest expense

(317

)

(169

)

(572

)

(328

)

Change in fair value of warrant liabilities

(1,451

)

(13

)

(4,065

)

29

 

Change in fair value of contract derivatives, net

69

 

184

 

(787

)

455

 

Realized gains on contract derivatives, net

719

 

89

 

2,986

 

121

 

Other income (expense)

209

 

(114

)

621

 

(390

)

Business combination expenses

(2,895

)

 

(6,482

)

 

 

(3,554

)

96

 

(8,046

)

163

 

Net Income (Loss)

$

5,243

 

$

(1,154

)

$

7,903

 

$

(701

)

SUNLIGHT FINANCIAL LLC

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

 

 

For the Six Months Ended
June 30,

 

2021

 

2020

Cash Flows From Operating Activities

 

 

Net income (loss)

$

7,903

 

$

(701

)

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

 

 

Depreciation and amortization

1,698

 

1,677

 

Provision for losses

1,172

 

478

 

Change in fair value of warrant liabilities

4,065

 

(29

)

Change in fair value of contract derivatives, net

787

 

(455

)

Other expense (income)

(621

)

390

 

Unit-based payment arrangements

18

 

97

 

Increase (decrease) in operating capital:

 

 

Increase in advances

(5,673

)

(3,964

)

Increase in due from affiliates

(1,839

)

 

Decrease (increase) in other assets

2,190

 

(364

)

Increase in accounts payable and accrued expenses

2,664

 

147

 

Increase (decrease) in funding commitments

3,779

 

(7,487

)

Increase in due to affiliates

761

 

 

Increase (decrease) in other liabilities

202

 

(6

)

Net cash provided by (used in) operating activities

17,106

 

(10,217

)

 

 

 

Cash Flows From Investing Activities

 

 

Return of investments in loan pool participation and loan principal repayments

832

 

625

 

Payments to acquire loans and participations in loan pools

(1,170

)

(1,487

)

Payments to acquire property and equipment

(1,066

)

(1,614

)

Net cash used in investing activities

(1,404

)

(2,476

)

 

 

 

Cash Flows From Financing Activities

 

 

Proceeds from borrowings under line of credit

20,746

 

5,064

 

Repayments of borrowings under line of credit

(14,758

)

(5,898

)

Payment of capital distributions

(7,522

)

(1,987

)

Payment of debt issuance costs

(491

)

 

Net cash used in financing activities

(2,025

)

(2,821

)

 

 

 

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash

13,677

 

(15,514

)

 

 

 

Cash, Cash Equivalents, and Restricted Cash, Beginning of Period

52,705

 

51,656

 

 

 

 

Cash, Cash Equivalents, and Restricted Cash, End of Period

$

66,382

 

$

36,142

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

Cash paid during the period for interest

$

537

 

$

278

 

 

 

 

Noncash Investing and Financing Activities

 

 

Preferred dividends, paid in-kind

$

55,702

 

$

7,139

 

Change in temporary equity redemption value

179,470

 

(22,025

)

RECONCILIATION OF GAAP MEASURES TO ADJUSTED FINANCIAL MEASURES

ADJUSTED EBITDA AND FREE CASH FLOW RECONCILIATION

(dollars in thousands)

 

 

For the Three Months Ended
June 30,

 

For the Six Months Ended
June 30,

 

2021

 

2020

 

2021

 

2020

Net Income (Loss)

$

5,243

 

$

(1,154

)

$

7,903

 

$

(701

)

Adjustments for adjusted EBITDA

 

 

 

 

Depreciation and amortization

801

 

815

 

1,610

 

1,618

 

Interest expense

317

 

169

 

572

 

328

 

Income taxes

 

 

 

 

Non-cash change in financial instruments

1,173

 

(57

)

4,232

 

(94

)

Equity-based compensation

7

 

20

 

18

 

97

 

Fees paid to brokers

1,059

 

429

 

2,169

 

1,258

 

Expenses from the Business Combination

2,895

 

 

6,482

 

 

Adjusted EBITDA

11,495

 

222

 

22,986

 

2,506

 

Adjustments for net cash provided by (used in) operating activities

 

 

 

 

Interest expense

(317

)

(169

)

(572

)

(328

)

Income taxes

 

 

 

 

Fees paid to brokers

(1,059

)

(429

)

(2,169

)

(1,258

)

Expenses from the Business Combination

(2,895

)

 

(6,482

)

 

Provision for losses

436

 

354

 

1,172

 

478

 

Changes in operating capital and other

(1,054

)

(8,410

)

2,171

 

(11,615

)

Net Cash Provided by (Used in) Operating Activities

6,606

 

(8,432

)

17,106

 

(10,217

)

Adjustments for free cash flow

 

 

 

 

Capital expenditures

(357

)

(749

)

(1,066

)

(1,614

)

Changes in advances, net of funding commitments

2,654

 

9,427

 

1,799

 

11,341

 

Changes in restricted cash

915

 

217

 

(125

)

(682

)

Payments of Business Combination costs

2,012

 

 

6,482

 

 

Other changes in working capital

(566

)

386

 

(199

)

537

 

Free Cash Flow

$

11,264

 

$

849

 

$

23,997

 

$

(635

)

TOTAL REVENUE RECONCILIATION

(dollars in thousands)

 

 

 

For the Three Months Ended
June 30,

 

For the Six Months Ended
June 30,

 

 

2021

 

2020

 

2021

 

2020

Revenue

 

$

26,203

 

 

$

10,199

 

 

$

50,990

 

 

$

23,272

 

(+) Realized gain on contract derivatives, net

 

719

 

 

89

 

 

2,986

 

 

121

 

Total Revenue

 

$

26,922

 

 

$

10,288

 

 

$

53,976

 

 

$

23,393

 

ADJUSTED NET INCOME RECONCILIATION

(dollars in thousands)

 

 

 

For the Three Months Ended
June 30,

 

For the Six Months Ended
June 30,

 

 

2021

 

2020

 

2021

 

2020

Net Income (Loss)

 

$

5,243

 

 

$

(1,154

)

 

$

7,903

 

 

$

(701

)

Non-cash change in financial instruments

 

1,173

 

 

(57

)

 

4,232

 

 

(94

)

Expenses from the Business Combination

 

2,895

 

 

 

 

6,482

 

 

 

Adjusted Net Income

 

$

9,311

 

 

$

(1,211

)

 

$

18,617

 

 

$

(795

)

 


Contacts

Investor Relations
Lucia Dempsey, Sunlight Financial
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888.315.0822

Public Relations
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Nation’s largest public fast charging network for EVs debuts kWh and time-of-use pricing in CA, new EVgo Plus plan and EVgo Rewards nationwide to deliver more benefits for loyal EVgo Customers

LOS ANGELES--(BUSINESS WIRE)--EVgo Inc. (NASDAQ: EVGO), the nation’s largest public fast charging network for electric vehicles (EVs) and first powered by 100% renewable electricity, today announced new pricing plans, a new loyalty program called EVgo Rewards™, and statewide kilowatt-hour (kWh) and time-of-use (TOU) pricing pilots in California. The company is also rolling out location-based pricing for customers in San Francisco and Los Angeles.


Next month, the updated Member plans and the new EVgo Plus™ subscription will take effect nationwide, and EVgo’s fast chargers in California will switch from per-minute rates to kWh pricing with three time-of-use windows: early-bird (12am-8am), on-peak (4pm-9pm), and off-peak (8am-4pm and 9pm-12am).

The new EVgo Plus subscription plan unlocks deeper discounted rates and other benefits for heavy users. EVgo will be expanding the EVgo Rewards program nationwide and enrolling all active customers into the loyalty program. Drivers can earn 5 points for every dollar spent on charging sessions with EVgo, with additional opportunities to earn points towards free charging sessions. Through these new innovative benefits, the more drivers charge with EVgo, the more they can save.

EVgo’s expansion of customer pricing options to suit different driving patterns is taking place as the company also accelerates growth in station deployment, expands into new geographies, maintains a 98% network uptime and a 24/7 customer service call center. By charging by the kWh with TOU and location-based pricing, drivers will pay for the energy they use at a rate that reflects the costs related to that location, local utility rates, EVgo network congestion, and time of day.

EVgo has designed a pricing structure that provides flexibility and customer choice. The California TOU program is the first statewide time-of-use pricing pilot in the industry and data from this initial California rollout will help inform how EVgo implements innovative pricing in other markets in the future.

EVgo’s transition to TOU rates reflects the role of EV charging in power grid load management and the importance of the EV charging industry working in concert with utilities to support the growth of clean sources of electricity. EVgo’s location-based pricing pilot will explore additional options for aligning pricing with other station attributes, including environmental and social justice considerations (based on California’s CalEnviroScreen), traffic congestion, and other market dynamics. Prices for each station will be visible in all relevant locations, including the EVgo App and on PlugShare and customers can find more details on EVgo’s new pricing page.

“As we rapidly expand our charging network, EVgo continues to invent and innovate,” said Cathy Zoi, EVgo’s CEO. “With EVgo rolling out new super high power fast chargers in anticipation of the improved battery capacities of new EV models, shifting to kWh and time of use rates will better reflect the value delivered by fast charging while also benefitting the grid and our ongoing environmental justice efforts. I’m also extremely excited about EVgo Rewards, another software innovation to deliver free charging and other goodies to loyal EV drivers and enhance the driver experience for our more than 275,000 EVgo customer accounts.”

EVgo now has more than 800 public fast charging locations across the U.S. ranging from 50 kW through 350 kW and more than 2,000 new chargers in Active Engineering & Construction Pipeline stages.

About EVgo

EVgo (Nasdaq: EVGO) is the nation’s largest public fast charging network for electric vehicles, and the first to be powered by 100% renewable energy. With more than 800 fast charging locations, EVgo’s owned and operated charging network serves over 68 metropolitan areas across 35 states and more than 275,000 customer accounts. Founded in 2010, EVgo leads the way on transportation electrification, partnering with automakers; fleet and rideshare operators; retail hosts such as hotels, shopping centers, gas stations and parking lot operators; and other stakeholders to deploy advanced charging technology to expand network availability and make it easier for drivers across the U.S. to enjoy the benefits of driving an EV. As a charging technology first mover, EVgo works closely with business and government leaders to accelerate the ubiquitous adoption of EVs by providing a reliable and convenient charging experience close to where drivers live, work and play, whether for a daily commute or a commercial fleet.


Contacts

EVgo

For Investors:
Ted Brooks, VP of Investor Relations
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310-954-2943

For Media:
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HOUSTON--(BUSINESS WIRE)--#DNOW--NOW Inc. (NYSE:DNOW) has scheduled a conference call to discuss the results for the third quarter of 2021 on Wednesday, November 3, 2021 at 8:00 am (US Central Time). Financial results for the third quarter ending on September 30, 2021 are expected to be released that morning before the market opens.


The call will be broadcast through the Investor Relations link on NOW Inc.’s web site at ir.dnow.com on a listen-only basis. Listeners should log in prior to the start of the call to register for the webcast. A replay of the call will be available online for thirty days following the conference. Participants may also join the conference call by dialing 1-800-446-1671 within North America or 1-847-413-3362 outside of North America five to ten minutes prior to the scheduled start time and ask for the “NOW Inc. Earnings Conference Call” or the “DistributionNOW Earnings Conference Call.”

NOW Inc. is one of the largest distributors to energy and industrial markets on a worldwide basis, with a legacy of over 150 years. NOW Inc. operates primarily under the DistributionNOW and DNOW brands. Through its network of approximately 195 locations and 2,450 employees worldwide, NOW Inc. offers a comprehensive line of products and solutions for the upstream, midstream and downstream energy and industrial sectors. Our locations provide products and solutions to exploration and production companies, energy transportation companies, refineries, chemical companies, utilities, manufacturers and engineering and construction companies.


Contacts

NOW Inc.
Mark Johnson, (281) 823-4754
Senior Vice President and Chief Financial Officer

– Record 2Q Revenue of $5.9 Million, Compared to $0.9 Million For the Prior-Year Period, Increasing 580% Year-Over-Year –

– Sales of 37 Zero Emission Vehicles and Powertrain Systems, Increasing Over 300% Year-Over-Year –

– Announced Strategic Partnership with Forest River Valued Up To $850M –

LOVELAND, Colo.--(BUSINESS WIRE)--Lightning eMotors, Inc. (“Lightning eMotors”, “Lightning”, or the “Company”), a leading provider of commercial electric vehicles for fleets, today announced consolidated results for the second quarter ending June 30, 2021.


Tim Reeser, chief executive officer of Lightning eMotors said, “Lightning’s record second quarter performance continued on our strong Q1 momentum with robust vehicle sales and revenue growth. Customer demand is growing, as demonstrated by our strategic partnership with Forest River for up to 7,500 vehicles and associated charging infrastructure products and services with up to $850 million of revenue. We are excited about the significant opportunity ahead.”

Reeser continued, “In Q2 we were able to mitigate several supply chain constraints and sell 37 vehicles and powertrain systems. Our Q2 revenue was constrained by supply chain challenges, which we are now working to remedy through the addition of new suppliers. Notably, we are in the final stages of negotiations and technical integration and validation with one of the largest worldwide battery suppliers, which we believe will mitigate our supply constraints in 2022. Further, with the design of our first purpose-built chassis, we have a path for addressing the industry chassis shortage with our own Lightning-branded stripped chassis and cab-chassis products. While 2021 has been a challenging year, we are thrilled with the demand outlook. Importantly, while we are seeing orders being pushed to 2022 due to unexpected chassis production disruptions and COVID related delays, none of those orders have been cancelled. Further we are taking decisive action to help address the supply chain issues which we believe will allow us to fulfill customer demand and drive substantial vehicle sales and revenue growth in the years ahead.”

Key Company Highlights
Lightning recently announced a strategic customer relationship with Forest River. We continue to develop relationships with other leading vocational vehicle OEMs and suppliers:

Lightning eMotors is a leading electric vehicle designer and manufacturer, providing complete electrification solutions for commercial fleets, including Class 3 cargo vans, refrigerated vans, passenger vans, and ambulances, Class 6 work trucks, and Class 7 city buses. The Company is committed to eradicating commercial fleet emissions, one of the top contributors of greenhouse gas emissions in the transportation sector, by providing a full suite of zero emission Class 3 to 7 battery electric vehicles, fuel cell electric vehicles and infrastructure solutions to commercial fleet customers. Our ongoing focus has been on reducing emissions and improving energy efficiency.

Second Quarter 2021 Financial Results
Revenues were $5.9 million, compared to $0.9 million for the prior-year period an increase of 580% year-over-year, primarily driven by record sales of 36 complete commercial electric vehicles and one powertrain system, compared to the sale of nine complete commercial electric vehicles in the prior year period.

Gross loss was $1.1 million compared to $0.6 million in the prior-year period. Gross margin improved to -19.0% from -63.4% in the prior year period. The improvement in gross margin was largely driven by an increase in revenues, improved product mix, fixed cost leverage, and reductions in direct manufacturing cost through technology and process improvements.

Operating expenses were $16.8 million compared to $2.2 million in the prior-year period, primarily due to non-recurring expenses related to the business combination with GigCapital3, new public company costs, and increased payroll expense due to higher headcount in administration and sales to support the growing sales, backlog and production.

Loss from operations was $17.9 million, compared to $2.7 million during the same period in the prior year.

Net loss was $46.1 million, compared to net loss of $2.8 million during the prior-year period. Basic and diluted net loss per share was $0.79, compared to $0.10 in the prior year period.

Adjusted loss from operations was $8.7 million, compared to $2.7 million during the same period in the prior year. Adjusted net loss was $12.6 million and $2.8 million during the same period in the prior year. Adjusted loss from operations and adjusted net loss are non-GAAP measures. See explanatory language and reconciliation to the GAAP measures below.

First Six Months 2021 Financial Results
Revenues were $10.5 million, compared to $1.6 million for the prior-year period, an increase of 571% year-over-year, primarily driven by record sales of 67 complete commercial electric vehicles and 2 powertrain systems compared to the sale of 10 complete commercial electric vehicles and 5 powertrain systems in the prior year period. Revenue was broad based, stemming from a variety of segments including, Class 3 cargo vans and shuttle buses, Class 3 ambulances, Class 3 refrigerated vans, Class 4 Cargo trucks and shuttles buses, Class 5 shuttle buses, Class 3 and 4 powertrains for repower and new OEM applications, telematics and analytics subscriptions, and charging systems and accessories.

Gross loss was $1.9 million compared to $0.7 million in the prior year period. Gross margin improved to -17.6% from -45.3% in the prior year period. The improvement in gross margin was largely driven by an increase in revenues, improved product mix, fixed cost leverage, and reductions in direct manufacturing cost through technology and process improvements.

Operating expenses were $21.3 million compared to $4.7 million during the same period in the prior year, primarily due to the increase in non-recurring expenses related to the business combination with GigCapital3, and increased payroll expense due to higher headcount in administration and sales to support the growing sales, backlog and production.

Loss from operations was $23.2 million, compared to $5.4 million during the same period in the prior year.

Net loss was $73.5 million, compared to net loss of $5.6 million during the same period in the prior year. Basic and diluted net loss per share was $1.60, compared to $0.20 in the prior year period.

Adjusted loss from operations was $13.9 million, compared to $5.4 million during the same period in the prior year. Adjusted net loss was $19.4 million and $5.8 million during the same period in the prior year. Adjusted loss from operations and adjusted net loss are non-GAAP measures. See explanatory language and reconciliation to the GAAP measures below.

We ended the quarter with $201.9 million in cash and cash equivalents on the balance sheet.

Backlog and Awarded Orders
As of June 30, 2021, the Company had an order backlog including full vehicle powertrain system conversions, powertrain systems to be sold directly to customers, and charging systems of approximately 1,600 units valued at $168.4 million, up 508% and 502%, respectively, from the prior year period. The increase in backlog orders reflects continued robust demand for the Company’s vehicle conversions, powertrain systems, analytics, and telematics subscriptions, charging and energy systems, and accessories.

The Company’s sales pipeline remains strong at $1,290 million and is expected to grow further in 2021 due to favorable news at the local, state and federal level that suggests broad support for commercial fleet electrification, as well as an expanding sales force. Sales pipeline may not be indicative of future sales and can vary significantly from period to period.

Guidance
Primarily because of unexpected chassis production disruptions and COVID related delays, Lightning is withdrawing its prior guidance for the 2021 year. Although the Company no longer expects to meet full year guidance, and is only providing guidance for one quarter out at this time, no orders have been cancelled and the Company expects to fulfill those orders in future quarters. Based on current business conditions, business trends and other factors, for the quarter ending September 30, 2021, the Company expects:

  • Revenues of $4 million to $6 million.
  • Vehicle and powertrain sales of 28 units to 40 units.
  • Loss from operations of $12.5 million to $13.6 million.
  • Adjusted loss from operations of $12 million to $13 million.

Webcast and Conference Call Information
Company management will host a webcast and conference call on August 16, 2021, at 5:00 p.m. Eastern Time, to discuss the Company's financial results.

Interested investors and other parties can listen to a webcast of the live conference call and access the Company’s first quarter update presentation by logging onto the Investor Relations section of the Company's website at https://ir.lightningemotors.com/.

The conference call can be accessed live over the phone by dialing 1-877-407-9039 (domestic) or +1-201-689-8470 (international). A telephonic replay will be available approximately two hours after the call by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The conference ID for the live call and pin number for the replay is 13721941. The replay will be available until 11:59 p.m. Eastern Time on August 30, 2021.

About Lightning eMotors
Lightning eMotors has been providing specialized and sustainable fleet solutions since 2009, deploying complete zero-emission-vehicle (ZEV) solutions for commercial fleets since 2018 – including Class 3 cargo and passenger vans, Class 4 and 5 cargo vans and shuttle buses, Class 6 work trucks, school buses, Class 7 city buses, and Class A motor coaches. The Lightning eMotors’ team designs, engineers, customizes, and manufactures zero-emission vehicles to support the wide array of fleet customer needs including school buses and ambulances, with a full suite of control software, telematics, analytics, and charging solutions to simplify the buying and ownership experience and maximize uptime and energy efficiency. Lightning eMotors also offers charging technologies and “Charging as a Service” (CaaS) to commercial and government fleets via its Lightning Energy division. To learn more, visit https://lightningemotors.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the financial statements of Lightning eMotors, its product and customer developments, its expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future revenues and expenses, its expectations regarding the availability and timing of components and supplies and the business plans of Lightning eMotors’ management team. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyses made by the management of Lightning eMotors considering their respective experience and perception of historical trends, current conditions and expected future developments and their potential effects on Lightning eMotors as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting Lightning eMotors will be those anticipated. These forward-looking statements contained in this press release are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or outcomes to be materially different from any future results or outcomes expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions and other factors include, but are not limited to: (i) those related to our operations and business and financial performance; (ii) our ability to have access to an adequate supply of motors, chassis and other critical components for our vehicles on the timeline we expect (iii) our ability to attract and retain customers; (iv) our ability to up-sell and cross-sell to customers; (v) the success of our customers' development programs which will drive future revenues; (vi) our ability to execute on our business strategy; (vii) our ability to compete effectively; (viii) our ability to manage growth; (ix) the ability of the Company to maintain the New York Stock Exchange’s listing standards, (x) the potential severity, magnitude and duration of the COVID-19 pandemic as it affects our business operations, global supply chains, financial results and position and on the U.S. and global economy; (xi) current market conditions and federal, state, and local laws, regulations and government incentives, particularly those related to the commercial electric vehicle market; (xii) the volatility in the price of our securities due to a variety of factors, including changes in the competitive industries in which the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the capital structure; (xiii) planned and potential business or asset acquisitions or combinations; (xiv) the size and growth of the markets in which we operate; (xv) the mix of products utilized by the Company’s customers and such customers’ needs for these products; (xvi) market acceptance of new product offerings; and (xvii) our funding and liquidity plans. Moreover, we operate in a competitive and rapidly changing environment, and new risks may emerge from time to time. You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise, except as may be required under applicable securities laws.

Lightning Systems, Inc.

Consolidated Statements of Operations

(in thousands, except shares)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2021

 

2020

 

2021

 

2020

Revenues

 

$

5,923

 

 

$

871

 

 

$

10,514

 

 

$

1,566

 

Cost of revenues

 

 

7,048

 

 

 

1,423

 

 

 

12,366

 

 

 

2,275

 

Gross loss

 

 

(1,125

)

 

 

(552

)

 

 

(1,852

)

 

 

(709

)

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

743

 

 

 

212

 

 

 

1,391

 

 

 

455

 

Selling, general, and administrative

 

 

16,026

 

 

 

1,966

 

 

 

19,946

 

 

 

4,215

 

Total operating expenses

 

 

16,769

 

 

 

2,178

 

 

 

21,337

 

 

 

4,670

 

Loss from operations

 

 

(17,894

)

 

 

(2,730

)

 

 

(23,189

)

 

 

(5,379

)

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

3,940

 

 

 

46

 

 

 

5,551

 

 

 

380

 

Loss (gain) from change in fair value of warrant liabilities

 

 

7,597

 

 

 

(4

)

 

 

28,135

 

 

 

(170

)

Loss (gain) from change in fair value of derivative

 

 

4,267

 

 

 

 

 

 

4,267

 

 

 

 

Loss (gain) from change in fair value of earnout liability

 

 

12,376

 

 

 

 

 

 

12,376

 

 

 

 

Other income, net

 

 

(16

)

 

 

 

 

 

(24

)

 

 

(1

)

Total other expenses

 

 

28,164

 

 

 

42

 

 

 

50,305

 

 

 

209

 

Net loss

 

$

(46,058

)

 

$

(2,772

)

 

$

(73,494

)

 

$

(5,588

)

Net loss per share

 

$

(0.79

)

 

$

(0.10

)

 

$

(1.60

)

 

$

(0.20

)

Weighted-average shares outstanding, basic and diluted

 

 

58,560,799

 

 

 

28,972,560

 

 

 

45,924,370

 

 

 

28,153,498

 

Lightning Systems, Inc.

Consolidated Balance Sheets

(in thousands, except shares)

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

2021

 

2020

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

201,890

 

 

$

460

 

Accounts receivable, net

 

 

8,438

 

 

 

4,122

 

Inventories

 

 

9,125

 

 

 

5,743

 

Prepaid expenses and other current assets

 

 

7,159

 

 

 

3,999

 

Total current assets

 

 

226,612

 

 

 

14,324

 

Property and equipment, net

 

 

3,710

 

 

 

2,615

 

Operating lease right-of-use asset

 

 

8,999

 

 

 

7,881

 

Other assets

 

 

145

 

 

 

45

 

Total assets

 

$

239,466

 

 

$

24,865

 

Liabilities and stockholders’ equity (deficit)

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

3,005

 

 

$

2,599

 

Accrued expenses and other current liabilities

 

 

4,637

 

 

 

2,762

 

Accrued expenses - related party

 

 

 

 

 

128

 

Warrant liabilities

 

 

1,508

 

 

 

21,155

 

Current portion of long-term debt

 

 

 

 

 

7,954

 

Current portion of long-term debt - related party

 

 

 

 

 

6,225

 

Current portion of operating lease obligation

 

 

2,100

 

 

 

1,769

 

Current portion of finance lease obligation

 

 

 

 

 

54

 

Total current liabilities

 

 

11,250

 

 

 

42,646

 

Long-term debt, convertible note net of debt discount

 

 

64,634

 

 

 

 

Long-term debt, net of current portion and debt discount - related party

 

 

2,952

 

 

 

1,649

 

Operating lease obligation, net of current portion

 

 

8,441

 

 

 

7,265

 

Derivative Liability

 

 

21,330

 

 

 

 

Earnout Liability

 

 

91,337

 

 

 

 

Other long-term liabilities

 

 

 

 

 

 

Total liabilities

 

 

199,944

 

 

 

51,560

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

 

 

 

 

 

Preferred stock, par value $.0001, 1,000,000 shares authorized no shares issued and outstanding as of June 30, 2021 and December 31, 2020

 

 

 

 

 

 

Common stock, $.0001 par value, 250,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 73,248,111 and 32,949,507 shares issued and outstanding as of June 30, 2021 and December 31, 2020

 

 

7

 

 

 

3

 

Additional paid-in capital

 

 

193,804

 

 

 

54,097

 

Accumulated (deficit)

 

 

(154,289

)

 

 

(80,795

)

Total stockholders’ equity (deficit)

 

 

39,522

 

 

 

(26,695

)

Total liabilities and stockholders’ equity (deficit)

 

$

239,466

 

 

$

24,865

 

Lightning Systems, Inc.

Consolidated Statements of Cash Flows

(in thousands, except shares)

 

 

 

 

 

 

 

 

Six Months Ended

 

 

June 30,

 

 

2021

 

2020

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(73,494

)

 

$

(5,588

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

350

 

 

 

169

 

Provision for doubtful accounts

 

 

142

 

 

 

 

Gain on disposal of fixed asset

 

 

(9

)

 

 

 

Change in fair value of warrant liability

 

 

28,135

 

 

 

(170

)

Change in fair value of earnout liability

 

 

4,267

 

 

 

 

Change in fair value of derivative liability

 

 

12,376

 

 

 

 

Stock-based compensation

 

 

196

 

 

 

6

 

Amortization of debt discount

 

 

2,522

 

 

 

7

 

Non-cash impact of operating lease right of use lease asset

 

 

1,224

 

 

 

541

 

Issuance of common stock warrants for services performed

 

 

433

 

 

 

 

Changes in operating assets and liabilities that (used) provided cash:

 

 

 

 

 

 

Accounts receivable

 

 

(4,458

)

 

 

(306

)

Inventories

 

 

(3,382

)

 

 

(1,529

)

Prepaid expenses and other current assets and other assets

 

 

(8,775

)

 

 

680

 

Accounts payable

 

 

562

 

 

 

(299

)

Accrued expenses and other current liabilities

 

 

7,134

 

 

 

448

 

Net cash used in operating activities

 

 

(32,777

)

 

 

(6,041

)

Cash flows from investing activities

 

 

 

 

 

 

Purchase of property and equipment

 

 

(1,445

)

 

 

(1,077

)

Proceeds from disposal of property and equipment

 

 

9

 

 

 

 

Net cash used in investing activities

 

 

(1,436

)

 

 

(1,077

)

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from term loan and working capital facility

 

 

 

 

 

1,000

 

Proceeds from convertible notes payable, net of issuance costs paid

 

 

95,000

 

 

 

3,000

 

Proceeds from Business combination and PIPE Financing, net of issuance costs paid

 

 

142,796

 

 

 

 

Proceeds from facility borrowings

 

 

7,000

 

 

 

 

Repayments of facility borrowings

 

 

(11,500

)

 

 

 

Proceeds as part of a redemption of convertible notes payable and Series C redeemable convertible preferred stock and warrants

 

 

 

 

 

3,000

 

Proceeds from the exercise of Series C redeemable convertible preferred warrants

 

 

3,100

 

 

 

 

Proceeds from exercise of common warrants

 

 

157

 

 

 

 

Proceeds from issuance of Series C convertible preferred stock

 

 

 

 

 

225

 

Payments on operating lease obligation

 

 

(897

)

 

 

 

Payments on finance lease obligations

 

 

(54

)

 

 

(19

)

Proceeds from exercise of stock options

 

 

41

 

 

 

 

Net cash provided by financing activities

 

 

235,643

 

 

 

7,206

 

Net increase in cash

 

 

201,430

 

 

 

88

 

Cash - Beginning of year

 

 

460

 

 

 

1,297

 

Cash - End of period

 

$

201,890

 

 

$

1,385

 

Supplemental cash flow information - Cash paid for interest

 

$

1,649

 

 

$

187

 

Significant noncash transactions

 

 

 

 

 

 

Earnout liability at inception

 

$

78,960

 

 

$

 

Warrant liability at inception

 

 

1,253

 

 

 

 

Derivative liability at inception

 

 

17,063

 

 

 

 

Conversion of convertible notes for common stock

 

 

9,679

 

 

 

 

Conversion of warrant liabilities for common stock

 

 

37,580

 

 

 

 

Conversion of convertible notes payable into Series C redeemable convertible preferred stock

 

 

 

 

 

3,000

 

Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP financial information among other operational metrics to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

Because of these limitations described below, adjusted loss from operations and adjusted net loss should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using adjusted loss from operations and adjusted net loss on a supplemental basis. You should review the reconciliation of adjusted loss from operations and adjusted net loss below and not rely on any single financial measure to evaluate our business.

Adjusted Loss from Operations
Adjusted loss from operations is defined as loss from operations before stock-based compensation and other non-recurring costs determined by management, such as Business Combination related expenses. Adjusted loss from operations is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. We believe that using adjusted loss from operations provides an additional tool for investors to use in evaluating ongoing operating results and trends while comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors.


Contacts

Investor Relations:
1-800-223-0740
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News Media:
1-800-223-0740
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HOUSTON--(BUSINESS WIRE)--Permianville Royalty Trust (NYSE: PVL, the “Trust”) today announced a cash distribution to the holders of its units of beneficial interest of $0.013000 per unit, payable on September 15, 2021 to unitholders of record on August 31, 2021. The net profits interest calculation represents reported oil production for the month of May 2021 and reported natural gas production during April 2021. The calculation includes accrued costs incurred in June 2021.

This month, after the Trust’s repayment of prior administrative expense advances, income from the distributable net profits interest was approximately $0.5 million.

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

 

 

Underlying Sales Volumes

 

Average Price

 

 

Oil

 

Natural Gas

 

Oil

 

Natural Gas

 

 

Bbls

 

Bbls/D

 

Mcf

 

Mcf/D

 

(per Bbl)

 

(per Mcf)

Current Month

 

35,650

 

1,150

 

313,309

 

10,444

 

$

64.46

 

$

2.55

Prior Month

 

44,962

 

1,499

 

246,964

 

7,967

 

$

59.37

 

$

2.81

Recorded oil cash receipts from the oil and gas properties underlying the Trust (the “Underlying Properties”) totaled $2.3 million for the current month on realized wellhead prices of $64.46/Bbl, down $0.4 million from the prior month distribution period.

Recorded natural gas cash receipts from the Underlying Properties totaled $0.8 million for the current month on realized wellhead prices of $2.55/Mcf, an increase of $0.1 million from the prior month.

Total accrued operating expenses for the period remained consistent with the prior month at $2.1 million. Capital expenditures increased $0.1 million from the prior period to $0.4 million.

About Permianville Royalty Trust

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

Forward-Looking Statements and Cautionary Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. These forward-looking statements include the amount and date of any anticipated distribution to unitholders, expected expenses, including capital expenditures. The anticipated distribution is based, in large part, on the amount of cash received or expected to be received by the Trust from COERT Holdings 1 LLC (the “Sponsor”) with respect to the relevant period. The amount of such cash received or expected to be received by the Trust (and its ability to pay distributions) has been and will continue to be directly affected by the volatility in commodity prices, which have experienced significant fluctuation since the beginning of 2020 in response to the economic effects of the COVID-19 pandemic and the actions taken by Russia and the members of the Organization of Petroleum Exporting Countries regarding production levels. Low oil and natural gas prices will reduce profits to which the Trust is entitled, which will reduce the amount of cash available for distribution to unitholders and in certain periods could result in no distributions to unitholders. Other important factors that could cause actual results to differ materially include expenses of the Trust, reserves for anticipated future expenses and the effect, impact, potential duration or other implications of the COVID-19 pandemic. In addition, future monthly capital expenditures may exceed the average levels experienced in 2020 and prior periods. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither the Sponsor nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in units issued by the Trust is subject to the risks described in the Trust’s filings with the SEC, including the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 23, 2021. The Trust’s quarterly and other filed reports are or will be available over the Internet at the SEC’s website at http://www.sec.gov.


Contacts

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

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