Cytokinetics Announces COURAGE-ALS Met Criteria for Futility at Second Interim Analysis

Company Plans to Discontinue the Phase 3 Clinical Trial of Reldesemtiv

After Data Monitoring Committee Found No Effect on Primary or Key Secondary Endpoints

Cytokinetics to Host Conference Call and Webcast Today at 8:30 am Eastern Time

SOUTH SAN FRANCISCO, Calif., March 31, 2023 (GLOBE NEWSWIRE) — Cytokinetics, Incorporated (Nasdaq: CYTK) today announced that the Data Monitoring Committee (DMC) for COURAGE-ALS (Clinical Outcomes Using Reldesemtiv on ALSFRS-R in a Global Evaluation in ALS), recently convened to conduct the second planned interim analysis of this Phase 3 clinical trial.

The DMC reviewed unblinded data from COURAGE-ALS and recommended the discontinuation of the clinical trial due to futility, as it found no evidence of effect in patients treated with reldesemtiv relative to placebo on the primary endpoint of change from baseline to 24 weeks in ALSFRS-R or in key secondary endpoints. Given these results, study conduct in COURAGE-ALS will be concluding. In addition, Cytokinetics plans to discontinue treatment with reldesemtiv in all patients including those in the open-label extension study, COURAGE-ALS OLE.

“We are extremely disappointed with this outcome and would like to thank the people with ALS, caregivers, investigators and clinical trial staff for their participation in COURAGE-ALS,” said Robert I. Blum, Cytokinetics’ CEO and President. “Cytokinetics has been committed to the ALS community for more than a decade and recognizes the urgency to bring new potential medicines to the forefront for this grievous disease. In the coming months, we will assess next steps relating to our neuromuscular development programs.”

The second interim analysis was triggered 24 weeks after at least one third of the planned sample size was randomized in COURAGE-ALS. At the interim analysis, approximately 460 patients had been randomized and over 200 had reached the 24-week assessment of the trial endpoints. This interim analysis assessed the primary and key secondary endpoints for potential futility as well as provided for a potential fixed increase in total enrollment, if it had been deemed necessary to augment the statistical power of the trial, or to continue the trial to its conclusion as planned. Cytokinetics intends to notify all regulatory agencies and clinical trial investigators involved in COURAGE-ALS of these interim findings. The full data set from this trial is being analyzed and more details will be presented at an upcoming medical meeting.

Conference Call and Webcast

Cytokinetics will host a conference call today, March 31, 2023 at 8:30 AM Eastern Time that will be simultaneously webcast and can be accessed from the homepage and in the Investors & Media section of Cytokinetics’ website at www.cytokinetics.com. The live audio of the event can also be accessed by telephone by registering in advance at the following link: COURAGE-ALS Update Call. Upon registration, participants will receive a dial-in number and a unique passcode to access the call.

COURAGE-ALS & COURAGE-ALS OLE: Trial Design

COURAGE-ALS was a Phase 3, multi-center, double-blind, randomized, placebo-controlled trial of reldesemtiv designed to enroll approximately 555 patients with ALS. Patients were randomized 2:1 to receive 300 mg of reldesemtiv or matching placebo dosed orally twice daily for 24 weeks, followed by a 24-week period in which all patients received 300 mg of reldesemtiv twice daily. Eligible patients were within the first two years of their first symptom of muscle weakness, had a vital capacity of ≥65% predicted, and a screening ALS Functional Rating Scale – Revised (ALSFRS-R) ≤44. Patients taking stable doses of edaravone and/or riluzole were permitted to enroll, and randomization was stratified accordingly. The primary efficacy endpoint was change from baseline to 24 weeks in ALSFRS-R. Secondary endpoints included combined assessment of ALSFRS-R total score, time to onset of respiratory insufficiency and survival time up to week 24 using a joint rank test; change from baseline to 24 weeks for vital capacity; ALSAQ-40; and bilateral handgrip strength. The trial included two planned unblinded interim analyses conducted by the Data Monitoring Committee. The first interim analysis assessed for futility, 12 weeks after approximately one-third or more of the planned sample size were randomized. The second interim analysis assessed for futility with the option for a fixed increase in total enrollment, if it had been deemed necessary, to augment the statistical power of the trial.

An open-label extension trial, COURAGE-ALS OLE, has enrolled people who completed participation in COURAGE-ALS. In COURAGE-ALS OLE, participants received 300 mg of reldesemtiv dosed orally twice daily for 48 weeks after which they were eligible to transition into the Managed Access Program, a program designed to provide access to reldesemtiv for patients diagnosed with ALS who have completed a prior Cytokinetics clinical trial with reldesemtiv or tirasemtiv.

About

Reldesemtiv

Skeletal muscle contractility is driven by the sarcomere, the fundamental unit of skeletal muscle contraction and a highly ordered cytoskeletal structure composed of several key proteins. Skeletal muscle myosin is the motor protein that converts chemical energy into mechanical force through its interaction with actin. A set of regulatory proteins, which includes tropomyosin and the troponin complex, make the actin-myosin interaction dependent on changes in intracellular calcium levels. Reldesemtiv is an investigational, selective, small molecule fast skeletal muscle troponin activator (FSTA) arising from Cytokinetics’ skeletal muscle contractility program. Reldesemtiv was designed to slow the rate of calcium release from the regulatory troponin complex of fast skeletal muscle fibers, which sensitizes the sarcomere to calcium, leading to an increase in skeletal muscle contractility.

The development program for reldesemtiv assessed its potential for the treatment of ALS and includes FORTITUDE-ALS, a completed Phase 2 trial, and COURAGE-ALS, the Phase 3 clinical trial designed to evaluate the effect of treatment with reldesemtiv compared to placebo on measures of disease progression, functional outcomes and survival.

About ALS

Amyotrophic lateral sclerosis (ALS) is a progressive neurodegenerative disease that afflicts approximately 27,000 people in the United States and a comparable number of patients in Europe. Approximately 6,300 new cases of ALS are diagnosed each year in the United States. The average life expectancy of a person with ALS is approximately two to four years and only approximately 10 percent of people with ALS survive for more than 10 years. Death is usually due to respiratory failure because of diminished strength in the skeletal muscles responsible for breathing. Few treatment options exist for these patients, resulting in a high unmet need for new therapies to address functional deficits and disease progression.

About Cytokinetics

Cytokinetics is a late-stage biopharmaceutical company focused on discovering, developing and commercializing first-in-class muscle activators and next-in-class muscle inhibitors as potential treatments for debilitating diseases in which muscle performance is compromised. As a leader in muscle biology and the mechanics of muscle performance, the company is developing small molecule drug candidates specifically engineered to impact muscle function and contractility. Cytokinetics is developing aficamten, a next-in-class cardiac myosin inhibitor, currently the subject of SEQUOIA-HCM, the Phase 3 clinical trial of aficamten in patients with symptomatic obstructive hypertrophic cardiomyopathy (HCM). Aficamten is also being evaluated in non-obstructive HCM and the company plans to begin a Phase 3 trial later this year. Cytokinetics is also developing omecamtiv mecarbil, a cardiac muscle activator in patients with heart failure. In 2023, Cytokinetics is celebrating its 25-year history of pioneering innovation in muscle biology and related pharmacology focused to diseases of muscle dysfunction and conditions of muscle weakness.

For additional information about Cytokinetics, visit www.cytokinetics.com and follow us on Twitter, LinkedIn, Facebook and YouTube.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the “Act”). Cytokinetics disclaims any intent or obligation to update these forward-looking statements and claims the protection of the Act’s Safe Harbor for forward-looking statements. Examples of such statements include, but are not limited to, statements, express or implied, relating to our future plans for our neuromuscular development programs. Such statements are based on management’s current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to, potential difficulties or delays in the development, testing, regulatory approvals for trial commencement, progression or product sale or manufacturing, or production of Cytokinetics’ drug candidates that could slow or prevent clinical development or product approval; Cytokinetics’ drug candidates may have adverse side effects or inadequate therapeutic efficacy; the FDA or foreign regulatory agencies may delay or limit Cytokinetics’ ability to conduct clinical trials; Cytokinetics may be unable to obtain or maintain patent or trade secret protection for its intellectual property; standards of care may change, rendering Cytokinetics’ drug candidates obsolete; and competitive products or alternative therapies may be developed by others for the treatment of indications Cytokinetics’ drug candidates and potential drug candidates may target. For further information regarding these and other risks related to Cytokinetics’ business, investors should consult Cytokinetics’ filings with the Securities and Exchange Commission.

CYTOKINETICS® and the CYTOKINETICS and C-shaped logo are registered trademarks of Cytokinetics in the U.S. and certain other countries.

Contact:
Cytokinetics
Diane Weiser
Senior Vice President, Corporate Communications, Investor Relations
(415) 290-7757



Bioventus Reports Fourth Quarter and Full-Year 2022 Financial Results

DURHAM, N.C., March 31, 2023 (GLOBE NEWSWIRE) — Bioventus Inc. (Nasdaq: BVS) (“Bioventus” or “the Company”), a global leader in innovations for active healing, today reported financial results for the year ended December 31, 2022.


Q4 Financial Summary & Recent Highlights:

  • Net Sales of $125.8 million, down $4.6 million, or (3.5%), year-over-year as reported ((2.9%) constant currency* and down (9.5%) organically* (9.0%) constant currency*)
  • Net Loss of $44.9 million, compared to Net Loss of $1.9 million in prior-year period
  • Adjusted EBITDA* of $15.2 million, compared to $28.5 million in prior-year period
  • Loss per share of Class A common stock of $0.52, compared to $0.01 in prior-year period
  • Non-GAAP loss per share* of $0.06, compared to Non-GAAP earnings per share of $0.26 in prior-year period


FY 2022 Financial Summary & Recent Highlights:

  • Net Sales of $512.1 million, up $81.2 million, or 18.8%, year-over-year as reported (19.6% constant currency*) and up 0.7% organically* (1.3% constant currency*)
  • Net Loss of $213.4 million, compared to Net Income of $9.6 million in prior-year period
  • Adjusted EBITDA* of $66.3 million, compared to $80.8 million in prior-year period
  • Loss per share of Class A common stock of $2.59, compared to $0.15 in prior-year period
  • Non-GAAP earnings per share* of $0.17, compared to $0.75 in prior-year period
  • Executed Settlement Agreement on February 28, 2023 that removed $350.0 million of liabilities and a release of future claims related to the CartiHeal Acquisition
  • Amended 2019 Credit Agreement on March 31, 2023 to provide covenant relief

“We have significantly improved our liquidity profile with the removal of our CartiHeal obligations and the amendment of our debt agreement to provide covenant flexibility,” commented Ken Reali, Bioventus’ chief executive officer. “Our results reflect additional pressure in our Pain Treatments vertical, primarily due to additional rebate claims previously not billed to us from a private payer, which offset the double-digit growth we are seeing in the Surgical Solutions vertical. Despite recent challenges, we maintain a strong, diversified business with market tailwinds and are focused on improving our execution and regaining investor confidence in 2023.”


Fourth Quarter 2022 Financial Results:

The following table represents net sales by geographic region, and by vertical, for the three months ended December 31, 2022 and 2021, respectively:

  Three Months Ended   Change as Reported   Constant Currency* Change
  December 31, 2022   December 31, 2021   $   %   %
U.S.                  
Pain Treatments $ 41,891   $ 56,189   $ (14,298 )   (25.4 %)    
Restorative Therapies   31,739     31,520     219     0.7 %    
Surgical Solutions   34,942     27,462     7,480     27.2 %    
Total U.S. net sales   108,572     115,171     (6,599 )   (5.7 )%    
International                  
Pain Treatments   6,367     6,549     (182 )   (2.8 )%   5.2 %
Restorative Therapies   6,490     5,245     1,245     23.7 %   31.2 %
Surgical Solutions   4,405     3,449     956     27.7 %   28.4 %
Total International net sales   17,262     15,243     2,019     13.2 %   19.6 %
Total net sales $ 125,834   $ 130,414   $ (4,580 )   (3.5 )%   (2.9 )%

Total net sales were $125.8 million compared to $130.4 million for the fourth quarter of 2021, a decrease of $4.6 million, or 3.5%, year-over-year, due to a decline in the Pain Treatments vertical, primarily driven by a decline in price resulting from higher than expected rebate claims, mostly offset with growth within the Surgical Solutions vertical. International net sales for the fourth quarter of 2022 increased 13.2% year-over-year, or 19.6% on a constant currency* basis primarily due to growth within the Surgical Solutions vertical and acquisitions.

Gross profit was $74.2 million, or 59.0% of net sales, compared to $87.8 million, or 67.3% of net sales, for the fourth quarter of 2021, a decrease of $13.6 million year-over-year. Non-GAAP gross profit* was $89.6 million, or 71.2% of net sales, compared to $99.6 million, or 76.3% of net sales, for the fourth quarter of 2021, a decrease of $10.0 million year-over-year.

Operating loss was $25.4 million, compared to operating loss of $3.2 million for the fourth quarter of 2021, a change of $22.3 million, year-over-year. This loss was primarily related to restructuring and compensation related costs as well as an increase in depreciation and amortization due to acquisitions. Operating margin was (20.2%) of net sales, compared to (2.4%) of net sales for the fourth quarter of 2021. Non-GAAP operating income* was $11.8 million, compared to $22.3 million for the fourth quarter of 2021, a decrease of $10.5 million year-over-year. Non-GAAP operating margin* was 9.4% of net sales, compared to 17.1% of net sales for the fourth quarter of 2021.

Net loss was $44.9 million, compared to net loss of $1.9 million for the fourth quarter of 2021, a change of $43.0 million, year-over-year. Non-GAAP net loss* was $9.2 million, compared to Non-GAAP net income of $17.6 million, for the fourth quarter of 2021, a decrease of $26.8 million, year-over-year.

Adjusted EBITDA* was $15.2 million, compared to $28.5 million for the fourth quarter of 2021, a decrease of $13.3 million year-over-year.

Loss per share of Class A common stock was $0.52, compared to $0.01 for the fourth quarter of 2021.

Non-GAAP earnings per share* was ($0.06), compared to $0.26 for the fourth quarter of 2021.


Full Year 2022 Financial Results:

The following table represents net sales by geographic region, and by vertical, for the years ended December 31, 2022 and 2021, respectively:

  Years Ended   Change as Reported   Constant Currency* Change
  December 31, 2022   December 31, 2021   $   %   %
U.S.                  
Pain Treatments $ 194,830   $ 201,068   $ (6,238 )   (3.1 %)    
Restorative Therapies   134,214     103,009     31,205     30.3 %    
Surgical Solutions   126,207     83,476     42,731     51.2 %    
Total U.S. net sales   455,251     387,553     67,698     17.5 %    
International                  
Pain Treatments   21,495     20,539     956     4.7 %   12.9 %
Restorative Therapies   20,420     18,563     1,857     10.0 %   16.3 %
Surgical Solutions   14,951     4,243     10,708     NM   NM
Total International net sales   56,866     43,345     13,521     31.2 %   39.4 %
Total net sales $ 512,117   $ 430,898   $ 81,219     18.8 %   19.6 %

Total net sales were $512.1 million compared to $430.9 million for the year ended of 2021, an increase of $81.2 million, or 18.8%, year-over-year, primarily due to acquisitions and volume growth within the Surgical Solutions vertical partially offset with a decline in organic net sales within the Restorative Therapies and Pain Treatments verticals. International net sales for the year ended of 2022 increased 31.2% year-over-year, or 39.4% on a constant currency* basis.

Gross profit was $331.1 million, or 64.6% of net sales, compared to $302.7 million, or 70.3% of net sales, for the year ended of 2021, an increase of $28.4 million, year-over-year. Non-GAAP gross profit* was $382.3 million, or 74.7% of net sales, compared to $334.1 million, or 77.5% of net sales, for the year ended of 2021, an increase of $48.2 million year-over-year.

Operating loss was $251.0 million, compared to operating income of $12.1 million for the year ended of 2021, a change of $263.1 million, year-over-year. This loss was primarily related to a $189.2 million non-cash impairment charge due to the decline in our market capitalization. In addition, restructuring, higher compensation related costs as well as an increase operational costs expenses related to acquisitions contributed to lower operating results. Operating margin was (49.0%) of net sales, compared to 2.8% of net sales for the year ended of 2021. Non-GAAP operating income* was $48.0 million, compared to $85.4 million for the year ended of 2021, a decrease of $37.4 million year-over-year. Non-GAAP operating margin* was 9.4% of net sales, compared to 19.8% of net sales for the year ended of 2021.

Net loss was $213.4 million, compared to net income of $9.6 million for the year ended of 2021, a decrease of $223.0 million year-over-year. Non-GAAP net income* was $7.4 million, compared to $67.1 million, for the year ended of 2021, a decrease of $59.7 million, year-over-year.

Adjusted EBITDA* was $66.3 million, compared to $80.8 million for the year ended of 2021, a decrease of $14.4 million, year-over-year.

Loss per share of Class A common stock was ($2.59), compared to ($0.15) for the year ended of 2021.

Non-GAAP earnings per share* was $0.17, compared to $0.75 for the year ended of 2021.


Balance Sheet:

As of December 31, 2022, the Company had $31.8 million in cash and cash equivalents and $418.1 million in debt obligations, compared to $43.9 million in cash and cash equivalents and $357.7 million in debt obligations as of December 31, 2021.


Presentation:
This press release presents historical results, for the periods presented, of Bioventus Inc., including Bioventus LLC, the predecessor of Bioventus Inc. for financial reporting purposes.


Fourth Quarter and Fiscal 2022 Earnings Conference Call:

Management will host a conference call to discuss the Company’s financial results and provide a business update, with a question and answer session, at 8:30 a.m. Eastern Time on March 31, 2023. Those who would like to participate may dial 1-833-636-0497 (domestic) or +1-412-902-4241 (international) and refer to the Bioventus Inc. conference call.

A live webcast of the call and any accompanying materials will also be provided on the investor relations section of the Company’s website at https://ir.bioventus.com/.

The webcast will be archived on the Company’s website at https://ir.bioventus.com/ and available for replay until March 30, 2024.

About Bioventus

Bioventus delivers clinically proven, cost-effective products that help people heal quickly and safely. Its mission is to make a difference by helping patients resume and enjoy active lives. The Innovations for Active Healing from Bioventus include offerings for pain treatments, restorative therapies and surgical solutions. Built on a commitment to high quality standards, evidence-based medicine and strong ethical behavior, Bioventus is a trusted partner for physicians worldwide. For more information, visit www.bioventus.com, and follow the Company on LinkedIn and Twitter. Bioventus and the Bioventus logo are registered trademarks of Bioventus LLC.

Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements concerning our financial guidance (including expected MOTYS Costs) and expected financial performance; our business strategy, position and operations; expected sales trends, opportunities, market position and growth; our integration plans; and expected impacts of the COVID-19 pandemic. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause our actual results to differ materially from those contemplated in this press release include, but are not limited to, the risk that the material weakness we identified or a new material risk could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner; we might not be able to continue to fund our operations for at least the next twelve months as a going concern; we might not meet certain of our debt covenants under our Credit Agreement and might be required to repay our indebtedness; we maintain cash at financial institutions, often in balance that exceed federally insured limits; we are subject to securities class action litigation and may be subject to similar or other litigation in the future, which will require significant management time and attention, result in significant legal expenses and may result in unfavorable outcomes; our ability to complete acquisitions or successfully integrate new businesses, products or technologies in a cost-effective and non-disruptive manner; we are highly dependent on a limited number of products; our long-term growth depends on our ability to develop, acquire and commercialize new products, line extensions or expanded indications; we may be unable to successfully commercialize newly developed or acquired products or therapies in the United States; demand for our existing portfolio of products and any new products, line extensions or expanded indications depends on the continued and future acceptance of our products by physicians, patients, third-party payers and others in the medical community; the proposed down classification of non-invasive bone growth stimulators, including our Exogen system, by the U.S. Food and Drug Administration (FDA) could increase future competition for bone growth stimulators and otherwise adversely affect the Company’s sales of Exogen; failure to achieve and maintain adequate levels of coverage and/or reimbursement for our products or future products, the procedures using our products, such as our hyaluronic acid (HA) viscosupplements, or future products we may seek to commercialize; pricing pressure and other competitive factors; governments outside the United States might not provide coverage or reimbursement of our products; we compete and may compete in the future against other companies, some of which have longer operating histories, more established products or greater resources than we do; the reclassification of our HA products from medical devices to drugs in the United States by the FDA could negatively impact our ability to market these products and may require that we conduct costly additional clinical studies to support current or future indications for use of those products; our ability to maintain our competitive position depends on our ability to attract, retain and motivate our senior management team and highly qualified personnel; our failure to properly manage our anticipated growth and strengthen our brands; risks related to product liability claims; fluctuations in demand for our products; issues relating to the supply of our products, potential supply chain disruptions and the increased cost of parts and components used to manufacture our products due to inflation; our reliance on a limited number of third-party manufacturers to manufacture certain of our products; if our facilities are damaged or become inoperable, we will be unable to continue to research, develop and manufacture our products; failure to maintain contractual relationships; security breaches, unauthorized disclosure of information, denial of service attacks or the perception that confidential information in our possession is not secure; failure of key information technology and communications systems, process or sites; risks related to international sales and operations; risks related to our debt and future capital needs; failure to comply with extensive governmental regulation relevant to us and our products; we may be subject to enforcement action if we engage in improper claims submission practices and resulting audits or denials of our claims by government agencies could reduce our net sales or profits; the FDA regulatory process is expensive, time-consuming and uncertain, and the failure to obtain and maintain required regulatory clearances and approvals could prevent us from commercializing our products; if clinical studies of our future products do not produce results necessary to support regulatory clearance or approval in the United States or elsewhere, we will be unable to expand the indications for or commercialize these products; legislative or regulatory reforms; our business may continue to experience adverse impacts as a result of the COVID-19 pandemic; risks related to intellectual property matters; and the other risks identified in the Risk Factors section of the Company’s public filings with the Securities and Exchange Commission (SEC), including Bioventus’ Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent Forms10-Q, such as factors that may be updated from time to time in Bioventus’ other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investor Relations page of Bioventus’ website at https://ir.bioventus.com. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ materially from those set forth in the forward-looking statements.

BIOVENTUS INC.
 
Consolidated balance sheets
As of December 31, 2022 and December 31, 2021
(Amounts in thousands, except share amounts) (unaudited)
       
  December 31, 2022   December 31, 2021
Assets      
Current assets:      
Cash and cash equivalents $ 31,814     $ 43,933  
Restricted cash   23       5,280  
Accounts receivable, net   136,645       124,963  
Inventory   85,408       61,688  
Prepaid and other current assets   18,685       27,239  
Total current assets   272,575       263,103  
Restricted cash, less current portion         50,000  
Property and equipment, net   27,647       22,985  
Goodwill   13,759       147,623  
Intangible assets, net   1,038,724       695,193  
Operating lease assets   17,308       17,186  
Deferred tax assets         481  
Investment and other assets   2,636       29,291  
Total assets $ 1,372,649     $ 1,225,862  
Liabilities and Stockholders’ Equity      
Current liabilities:      
Accounts payable $ 37,549     $ 16,915  
Accrued liabilities   111,954       131,473  
Accrued equity-based compensation         10,875  
Current portion of long-term debt   33,056       18,038  
Current portion of deferred consideration   117,615        
Other current liabilities   3,843       3,558  
Total current liabilities   304,017       180,859  
Long-term debt, less current portion   385,010       339,644  
Deferred income taxes   154,001       133,518  
Deferred consideration   79,269        
Contingent consideration   84,682       16,329  
Other long-term liabilities   25,338       21,723  
Total liabilities   1,032,317       692,073  
Stockholders’ Equity:      
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued      
Class A common stock, $0.001 par value, 250,000,000 shares authorized as of December 31, 2022 and December 31, 2021, 62,063,014 and 59,548,504 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively   62       59  
Class B common stock, $0.001 par value, 50,000,000 shares authorized, 15,786,737 shares issued and outstanding as of December 31, 2022 and December 31, 2021   16       16  
Additional paid-in capital   481,919       465,272  
Accumulated deficit   (165,306 )     (6,602 )
Accumulated other comprehensive (loss) income   (110 )     179  
Total stockholders’ equity attributable to Bioventus Inc.   316,581       458,924  
Noncontrolling interest   23,751       74,865  
Total stockholders’ equity   340,332       533,789  
Total liabilities and stockholders’ equity $ 1,372,649     $ 1,225,862  

BIOVENTUS INC.
 
Consolidated statements of operations and comprehensive (loss) income
(Amounts in thousands, except share and per share data, unaudited)
 
  Three Months Ended

(2)
  Year Ended
  December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Net sales $ 125,834     $ 130,414     $ 512,117     $ 430,898  
Cost of sales (including depreciation and amortization of $15,389
and $8,980, $45,622, $26,471 respectively)
  51,645       42,646       181,037       128,192  
Gross profit   74,189       87,768       331,080       302,706  
Selling, general and administrative expense   77,668       80,881       332,606       254,253  
Research and development expense   6,807       7,103       25,941       19,039  
Restructuring costs   4,620       689       6,779       2,487  
Change in fair value of contingent consideration   2,768       (463 )     6,452       829  
Depreciation and amortization   7,761       2,708       21,153       8,363  
Impairment of goodwill               189,197        
Impairment of variable interest entity assets                     5,674  
Operating (loss) income   (25,435 )     (3,150 )     (251,048 )     12,061  
Interest expense, net   14,873       960       25,795       1,112  
Other expense (income)   9,406       508       (12,944 )     3,329  
Other expense   24,279       1,468       12,851       4,441  
(Loss) income before income taxes   (49,714 )     (4,618 )     (263,899 )     7,620  
Income tax benefit   (4,841 )     (2,725 )     (50,508 )     (1,966 )
Net (loss) income   (44,873 )     (1,893 )     (213,391 )     9,586  
Loss attributable to noncontrolling interest   12,943       1,529       54,687       9,789  
Net (loss) income attributable to Bioventus Inc. $ (31,930 )   $ (364 )   $ (158,704 )   $ 19,375  
               
Net (loss) income $ (44,873 )   $ (1,893 )   $ (213,391 )   $ 9,586  
Other comprehensive (loss) income, net of tax              
Change in prior service cost and unrecognized gain (loss) for defined benefit plan adjustment   133       60       133       60  
Change in foreign currency translation adjustments   1,411       (399 )     (501 )     (1,318 )
Comprehensive (loss) income   (43,329 )     (2,232 )     (213,759 )     8,328  
Comprehensive loss attributable to noncontrolling interest   12,629       1,300       54,766       9,789  
Comprehensive (loss) income attributable to Bioventus Inc. $ (30,700 )   $ (932 )   $ (158,993 )   $ 18,117  
               
Loss per share of Class A common stock(1):              
Basic and Diluted $ (0.52 )   $ (0.01 )   $ (2.59 )   $ (0.15 )
Weighted-average shares of Class A common stock
  outstanding(1):
             
Basic and diluted   61,931,586       54,733,783       61,389,107       45,472,483  
               
(1) Per share information for the year ended December 31, 2021 represents loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding from February 16, 2021 through December 31, 2021, the period following Bioventus Inc.’s initial public offering (IPO) and related transactions completed in connection with the IPO as described in the Company’s SEC filings.
(2) The three months ended December 31, 2022 and 2021 covered the periods beginning October 2, 2022 and October 3, 2021, respectively.

BIOVENTUS INC.
 
Consolidated condensed statements of cash flows
(Amounts in thousands, unaudited)
 
  Three Months Ended   Year Ended
  December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Operating activities:              
Net (loss) income $ (44,873 )   $ (1,893 )   $ (213,391 )   $ 9,586  
Adjustments to reconcile net (loss) income to net cash from operating activities:              
Depreciation and amortization   23,160       11,690       66,803       34,875  
Equity-based compensation   3,432       6,109       17,585       (4,512 )
Change in fair value of contingent consideration   2,768       (463 )     6,452       829  
Change in fair value of Equity Participation Rights                     (2,774 )
Change in fair value of interest rate swap   22       (1,339 )     (6,396 )     (2,730 )
Revaluation gain on previously held equity interest in CartiHeal               (23,709 )      
Impairment of goodwill and asset impairment charges   10,285             199,482        
Impairments related to variable interest entity                     7,043  
Loss on debt retirement and modification         2,162             2,162  
Deferred income taxes   (5,638 )     (8,053 )     (52,792 )     (9,756 )
Unrealized (gain) loss on foreign currency fluctuations   (1,543 )     (752 )     1,383       472  
Other, net   1,538       804       5,578       1,073  
Changes in working capital   16,093       4,852       (14,532 )     (13,277 )
Net cash from operating activities   5,244       13,117       (13,537 )     22,991  
Investing activities:              
Acquisitions, net of cash acquired         (216,080 )     (104,841 )     (262,870 )
Purchase of property and equipment   (3,403 )     (2,802 )     (10,042 )     (7,370 )
Investments and acquisition of distribution rights         (2,396 )     (1,478 )     (13,520 )
Other               (75 )      
Net cash from investing activities   (3,403 )     (221,278 )     (116,436 )     (283,760 )
Financing activities:              
Proceeds from issuance of Class A common stock sold
  in initial public offering, net of underwriting discounts
  and offering costs
                    107,777  
Proceeds from issuance of Class A and B common stock   1,083       886       5,822       1,633  
Registration fees for Class A common stock to purchase Misonix         (1,838 )           (1,838 )
Tax withholdings on equity-based compensation               (3,352 )      
Borrowing on revolver         20,000       25,000       20,000  
Payment on revolver         (20,000 )     (25,000 )     (20,000 )
Proceeds from the issuance of long-term debt, net of issuance costs         257,453       79,659       257,453  
Payments on long-term debt   (6,510 )     (80,000 )     (20,038 )     (91,250 )
Distributions to members         (184 )           (367 )
Other, net   (11 )     (9 )     (15 )     (37 )
Net cash from financing activities   (5,438 )     176,308       62,076       273,371  
Effect of exchange rate changes on cash   1,052       149       521       (228 )
Net change in cash, cash equivalents and restricted cash   (2,545 )     (31,704 )     (67,376 )     12,374  
Cash, cash equivalents and restricted cash at the beginning of the period   34,382       130,917       99,213       86,839  
Cash, cash equivalents and restricted cash at the end of the period $ 31,837     $ 99,213     $ 31,837     $ 99,213  


Use of Non-GAAP Financial Measures

Organic Revenue Growth

The Company defines the term “organic revenue” as revenue in the stated period excluding the impact from business acquisitions and divestitures. The Company uses the related term “organic revenue growth” to refer to the financial performance metric of comparing the stated period’s organic revenue with the reported revenue of the corresponding period in the prior year. The Company believes that these non-GAAP financial measures, when taken together with GAAP financial measures, allow the Company and its investors to better measure the Company’s performance and evaluate long-term performance trends. Organic revenue growth also facilitates easier comparisons of the Company’s performance with prior and future periods and relative comparisons to its peers. The Company excludes the effect of acquisitions and divestitures because these activities can have a significant impact on the Company’s reported results, which the Company believes makes comparisons of long-term performance trends difficult for management and investors.

Adjusted EBITDA, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expenses, Non-GAAP R&D, Non-GAAP Operating Margin, Non-GAAP Net Income, and Non-GAAP Earnings per share of Class A Common Stock

We present Adjusted EBITDA, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expenses, Non-GAAP R&D, Non-GAAP Operating Margin, Non-GAAP Net Income, and Non-GAAP Earnings per share of Class A common stock, all non-GAAP financial measures, to supplement our GAAP financial reporting, because we believe these measures are useful indicators of our operating performance. We revised our prior year presentation of our Non-GAAP measures to condense the adjustments in order to simplify the presentation. Prior periods have been recast to conform to the current periods.

We define Adjusted EBITDA as net (loss) income from continuing operations before depreciation and amortization, provision of income taxes and interest expense (income), net, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include acquisition and related costs, remeasurement gains and losses on investments, impairments on goodwill, restructuring and succession charges, equity compensation expense, equity loss in unconsolidated investments, foreign currency impact, and other items. See the table below for a reconciliation of net (loss) income to Adjusted EBITDA. Our management uses Adjusted EBITDA principally as a measure of our operating performance and believes that Adjusted EBITDA is useful to our investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections.

Our management uses Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expenses, Non-GAAP R&D, Non-GAAP Operating Margin and Non-GAAP Net Income principally as measures of our operating performance and believes that these non-GAAP financial measures are useful to better understand the long term performance of our core business and to facilitate comparison of our results to those of peer companies. Our management also uses these non-GAAP financial measures for planning purposes, including the preparation of our annual operating budget and financial projections.

We define Non-GAAP Gross Profit as gross profit, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization included in the cost of goods sold and acquisition and related costs in the cost of goods sold. We define Non-GAAP Gross Margin as Non-GAAP Gross Profit divided by net sales. See the table below for a reconciliation of gross profit and gross margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin.

We define Non-GAAP Operating Income as operating income, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, acquisition and related costs, remeasurement gains and losses on investments, impairments on goodwill, restructuring and succession charges, and other items. Non-GAAP Operating Margin is defined as Non-GAAP Operating Income divided by net sales. See the table below for a reconciliation of operating (loss) income and operating margin to Non-GAAP Operating Income and Non-GAAP Operating Margin.

We define Non-GAAP Operating Expense as operating expenses, adjusted to exclude certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, acquisition and related costs, remeasurements gains and losses on investments, impairments on goodwill, restructuring and succession charges, and other items. See the table below for a reconciliation of operating expenses to Non-GAAP Operating Expenses.

We define Non-GAAP R&D as research and development, adjusted to exclude certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, acquisition and related costs, restructuring and succession charges, and other items. See the table below for a reconciliation of operating expenses to Non-GAAP R&D.

We define Non-GAAP Net Income as Net Income, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, acquisition and related costs, restructuring and succession charges, other items, and the tax effect of adjusting items. Starting in the fourth quarter of 2021, we revised our presentation of Non-GAAP Net Income to include the income tax effect of adjusting items. The income tax effect was calculated by applying management’s expectation of a long-term normalized effective tax rate to the adjusting items. Prior period presentation has been recast to conform to current period presentation. See the table below for a reconciliation of Net (Loss) Income to Non-GAAP Net Income.

We define Non-GAAP Earnings per Class A share as Earnings per Class A share, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, acquisition and related costs, restructuring and succession charges, other items, and the tax effect of adjusting items divided by weighted average number of shares of Class A common stock outstanding during the period. Starting in the fourth quarter of 2021, we revised our presentation of Non-GAAP Earnings per Class A share to include the income tax effect of adjusting items. The income tax effect was calculated by applying management’s expectation of a long-term normalized effective tax rate to the adjusting items. Prior period presentation has been recast to conform to current period presentation. See the table below for a reconciliation of loss per Class A share to Non-GAAP Earnings per Class A share.

Net Sales, International Net Sales Growth and Organic Revenue Growth on a Constant Currency Basis

Net Sales, International Net Sales Growth and Organic Revenue Growth on a Constant Currency Basis are non-GAAP measures, which are calculated by translating current and prior year results at the same foreign currency exchange rate. Constant currency can be presented for numerous GAAP measures, but is most commonly used by management to facilitate the comparison sales in foreign currencies to prior periods and analyze net sales performance without the impact of changes in foreign currency exchange rates.

Limitations of the Usefulness of Non-GAAP Measures

Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for, or as superior to, the financial information prepared and presented in accordance with GAAP. These measures might exclude certain normal recurring expenses. Therefore, these measures may not provide a complete understanding of the Company’s performance and should be reviewed in conjunction with the GAAP financial measures. Additionally, other companies might define their non-GAAP financial measures differently than we do. Investors are encouraged to review the reconciliation of the non-GAAP measures provided in this press release, including in the tables below, to their most directly comparable GAAP measures.

Reconciliation of Net (Loss) Income to Adjusted EBITDA (unaudited)
 
  Three Months Ended   Years Ended
($, thousands) December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021
Net (loss) income $ (44,873 )   $ (1,893 )   $ (213,391 )   $ 9,586  
Interest expense, net   14,873       960       25,795       1,112  
Income tax benefit, net   (4,841 )     (2,725 )     (50,508 )     (1,966 )
Depreciation and amortization(a)   23,160       11,690       66,803       34,875  
Acquisition and related costs(b)   6,789       8,920       27,081       22,964  
Gain on remeasurement of CartiHeal Investment(c)               (23,709 )      
Restructuring and succession charges(d)   4,606       1,575       7,453       3,717  
Equity compensation(e)   3,432       6,109       17,585       (4,512 )
Equity loss in unconsolidated investments(f)         548       1,003       1,868  
Foreign currency impact(g)   (872 )     179       250       132  
Impairment of goodwill(h)               189,197        
Asset impairment charges(i)   10,285             10,285        
Impairments related to variable interest entity(j)                     7,043  
Other items(k)   2,669       3,124       8,465       5,940  
Adjusted EBITDA $ 15,228     $ 28,487     $ 66,309     $ 80,759  

(a) 
Includes for the
three months ended December 31, 2022
and
December 31, 2021
and the
years ended
December 31, 2022
and
December 31, 2021
, respectively, depreciation and amortization of
$15,389
,
$8,980
,
$45,622
and
$26,471
in cost of sales and
$7,771
,
$2,710
,
$21,181
and
$8,404
in operating expenses presented in the consolidated statements of operations and
comprehensive (loss) income
.

(b) 
Includes acquisition and integration costs related to completed acquisitions, amortization of inventory step-up associated with acquired entities, and changes in fair value of contingent consideration.

(c) 
Represents the gain on remeasurement of the Company’s equity method investment in CartiHeal based upon the fair value of consideration transferred for the CartiHeal acquisition.

(d) 
Costs incurred were the result of adopting restructuring plans to reduce headcount, reorganize management structure, and to consolidate certain facilities, and costs related to executive transitions.

(e) 
The
year ended
and the three months ended
December 31, 2022
and the
three months ended
December 31, 2021
include compensation expense resulting from awards granted under the Company’s equity-based compensation plans in effect after its IPO. The
year ended
December 31, 2021
also includes the expense and the change in fair value of the liability-classified awards granted under the compensation plans in effect prior to the Company’s IPO.

(f) 
Represents CartiHeal equity investment losses.

(g) 
Includes realized and unrealized gains and losses from fluctuations in foreign currency.

(h) 
Represents a non-cash impairment charge due to the decline in the Company’s market capitalization.

(i) 
Represents asset impairment charges on Trice Medical, Inc.

(j) 
Represents the loss on impairment of Harbor Medtech Inc.’s (Harbor) long-lived assets and the Company’s investment in Harbor.

(k) 
Other items primarily includes charges associated with strategic transactions, such as potential acquisitions; public company preparation costs, which primarily includes accounting and legal fees; and MOTYS Costs (as defined below). During the second quarter of 2022, prior to obtaining the results from our Phase 2 trial, we elected to discontinue the development of MOTYS, to focus our resources on other priorities, including the integration of our acquisitions and our expanded R&D and product development portfolio we inherited with these acquisitions. We incurred
$1.8 million
and
$4.3 million
during the
three months ended
and
year ended
December 31, 2022
, respectively, and we expect to incur approximately
$5.0 million
to
$6.0 million
exclusively to fulfill our remaining regulatory obligations related to our Phase 2 trial (MOTYS Costs).


Reconciliation


of Other


Reported


GAAP Measures to Non-GAAP Measures
 

Three Months Ended December 31, 2022
Gross Profit   Operating Expenses

(a)
  R&D   Operating (Loss)/Income   Net Loss   EPS

(j)
Reported GAAP measure $ 74,189     $ 92,817   $ 6,807   $ (25,435 )   $ (44,873 )   $ (0.52 )
Reported GAAP margin   59.0 %           (20.2 )%        
Depreciation and amortization   15,389       7,761     10     23,160       23,160       0.30  
Acquisition and related costs(b)         6,788         6,788       6,789       0.09  
Restructuring and succession charges(d)         4,606         4,606       4,606       0.06  
Asset impairment charges(g)                       10,285       0.13  
Other items(h)         876     1,793     2,669       2,669       0.03  
Tax effect of adjusting items(i)                       (11,796 )     (0.15 )
Non-GAAP measure $ 89,578     $ 72,786   $ 5,004   $ 11,788     $ (9,160 )   $ (0.06 )
Non-GAAP margin   71.2 %             9.4 %        
  Non-GAAP Gross Margin   Non-GAAP Operating Expenses   Non-GAAP R&D   Non-GAAP Operating Income   Non-GAAP Net Income   Adjusted EPS


Three Months Ended December 31, 2021
Gross Profit   Operating Expenses

(a)
  R&D   Operating (Loss)/Income   Net (Loss)/Income   EPS

(j)
Reported GAAP measure $ 87,768     $ 83,815   $ 7,103   $ (3,150 )   $ (1,893 )   $ (0.01 )
Reported GAAP margin   67.3 %           (2.4 )%        
Depreciation and amortization   8,980       2,708     2     11,690       11,690       0.16  
Acquisition and related costs(b)   2,804       6,116         8,920       8,920       0.12  
Restructuring and succession charges(d)         1,575         1,575       1,575       0.02  
Other items(h)         3,252         3,252       3,124       0.05  
Tax effect of adjusting items(i)                       (5,778 )     (0.08 )
Non-GAAP measure $ 99,552     $ 70,164   $ 7,101   $ 22,287     $ 17,638     $ 0.26  
Non-GAAP margin   76.3 %             17.1 %        
  Non-GAAP Gross Margin   Non-GAAP Operating Expenses   Non-GAAP R&D   Non-GAAP Operating Income   Non-GAAP Net Income   Adjusted EPS

Year Ended December 31, 2022 Gross Profit   Operating Expenses

(a)
  R&D   Operating (Loss)/Income   Net (Loss)/Income   EPS

(j)
Reported GAAP measure $ 331,080     $ 556,187   $ 25,941   $ (251,048 )   $ (213,391 )   $ (2.59 )
Reported GAAP margin   64.6 %           (49.0 )%        
Depreciation and amortization   45,622       21,153     28     66,803       66,803       0.87  
Acquisition and related costs(b)   5,607       21,474         27,081       27,081       0.35  
Gain on remeasurement of CartiHeal Investment(c)                       (23,709 )     (0.31 )
Restructuring and succession charges(d)         7,453         7,453       7,453       0.10  
Impairment of goodwill(e)         189,197         189,197       189,197       2.45  
Asset impairment charges(g)                       10,285       0.13  
Other items(h)         4,130     4,335     8,465       8,465       0.11  
Tax effect of adjusting items(i)                       (64,813 )     (0.94 )
Non-GAAP measure $ 382,309     $ 312,780   $ 21,578   $ 47,951     $ 7,371     $ 0.17  
Non-GAAP margin   74.7 %             9.4 %        
  Non-GAAP Gross Margin   Non-GAAP Operating Expenses   Non-GAAP R&D   Non-GAAP Operating Income   Non-GAAP Net Income   Adjusted EPS

Year Ended December 31, 2021 Gross Profit   Operating Expenses

(a)
  R&D   Operating Income   Net Income   EPS

(j)
Reported GAAP measure $ 302,706     $ 271,606   $ 19,039   $ 12,061     $ 9,586     $ (0.15 )
Reported GAAP margin   70.3 %             2.8 %        
Depreciation and amortization   26,471       8,363     41     34,875       34,875       0.59  
Acquisition and related costs(b)   4,910       18,054         22,964       22,964       0.39  
Restructuring and succession charges(d)         3,717         3,717       3,717       0.06  
Impairments related to variable interest entity(f)         5,674         5,674       7,043       0.02  
Other items(h)         6,068         6,068       5,940       0.10  
Tax effect of adjusting items(i)                       (17,017 )     (0.26 )
Non-GAAP measure $ 334,087     $ 229,730   $ 18,998   $ 85,359     $ 67,108     $ 0.75  
Non-GAAP margin   77.5 %             19.8 %        
  Non-GAAP Gross Margin   Non-GAAP Operating Expenses   Non-GAAP R&D   Non-GAAP Operating Income   Non-GAAP Net Income   Adjusted EPS

(a) 
The “Reported GAAP Measure” under the “Operating Expenses” column is a sum of all GAAP operating expense line items, excluding research and development.

(b) 
C
onsi
sts of acquisition related items such as integration costs, amortization of inventory step-up and changes in fair value of contingent consideration.

(c) 
Represents the gain on remeasurement of the Company’s equity method investment in CartiHeal based upon the fair value of consideration transferred for the CartiHeal acquisition.

(d) 
Costs incurred were the result of adopting restructuring plans to reduce headcount, reorganize management structure, and to consolidate certain facilities, and costs related to executive transitions.

(e) 
Represents a non-cash impairment charge due to the decline in the Company’s market capitalization.

(f) 
Represents loss on impairment of Harbor’s long-lived assets and the Company’s investment in Harbor.

(g) 
Represents asset impairment charges on Trice Medical, Inc.

(h) 
Other items primarily includes charges associated with strategic transactions, such as potential acquisitions; public company preparation costs, which primarily includes accounting and legal fees; and MOTYS Costs.

(i) 
Includes
$40.9
million of tax impact related to the impairment of goodwill, and an estimated tax impact of the remaining adjustments to Non-GAAP Net Income, calculated by applying a normalized statutory rate of
24.8%
and
22.8%
to those adjustments
for the three months ended and
years ended
December 31, 2022
and
2021
, respectively. The tax effect on adjustments to EPS is normalized to exclude the effect of the non-controlling ownership interest.

(j) 
Adjustments are pro-rated to exclude the weighted average non-controlling interest ownership of
20.4%
and
23.5%
, respectively, for the
years ended
December 31, 2022
and
2021
.

Investor Inquiries and Media:

Dave Crawford
Bioventus
[email protected]



Ascent Industries Reports Fourth Quarter and Full Year 2022 Results

Ascent Industries Reports Fourth Quarter and Full Year 2022 Results

Second Consecutive Year of Growth in Net Sales and Net Income Year-Over-Year, Reflecting Continued Improvements Across the Organization

Ascent Chemicals Continues to Outperform with Year-Over-Year Growth in Net Sales, Net Income, and Adjusted EBITDA for Full Year 2022

Fourth Quarter Net Income of $0.1 Million and Adjusted EBITDA of Negative $2.0 Million Includes Net Loss of $8.9 Million and Adjusted EBITDA of Negative $7.4 million Attributable to its Munhall Facility1

OAK BROOK, Ill.–(BUSINESS WIRE)–
Ascent Industries Co. (Nasdaq: ACNT) (“Ascent” or the “Company”), an industrials company focused on the production and distribution of industrial tubular products and specialty chemicals, is reporting its results for the fourth quarter and full year ended December 31, 2022.

Fourth Quarter 2022 Summary

(in millions, expect per share and margin)

Q4 2022

Q4 2021

Change

Net Sales

$81.6

$95.7

-14.7%

Gross Profit

$1.6

$19.9

-92.0%

Gross Profit Margin

2.0%

20.8%

-1880bps

Net Income

$0.1

$8.1

-98.4%

Diluted Earnings per Share

$0.01

$0.84

-98.5%

Adjusted EBITDA

$(2.0)

$14.9

-113.2%

Adjusted EBITDA Margin

(2.4)%

15.5%

-1790bps

Full Year 2022 Summary

(in millions, except per share and margin)

2022

2021

Change

Net Sales

$414.1

$334.7

23.7%

Gross Profit

$56.5

$60.8

-7.0%

Gross Profit Margin

13.7%

18.2%

-450bps

Net Income

$22.1

$20.2

9.0%

Diluted Earnings per share

$2.12

$2.14

-1.0%

Adjusted EBITDA

$36.0

$44.3

-18.7%

Adjusted EBITDA Margin

8.7%

13.2%

-450bps

 ________________________________
1 Company management has previously articulated its intent to reduce operations at the Company’s facility in Munhall, PA, specifically its galvanized pipe and tube operations. The majority of the galvanized reduction has been completed as of March 31, 2023, and the Company is currently evaluating strategic alternatives for the operations at this facility.

Management Commentary

“Although we certainly faced some challenges during the last two quarters of the year, I don’t want that to take away from the progress we made throughout 2022 towards operational excellence,” said Chris Hutter, president and CEO of Ascent. “This year proved to be another step in the right direction as we made tangible progress in growing Ascent Chemicals, rebranded our entire organization for a more seamless go-to-market strategy and made significant investments to improve internal processes that we believe will further streamline our operations. While these efforts are ongoing, we believe our top-down approach to eliminating inherited inefficiencies and more purposefully rebuilding the operational mindset of the organization is positioning Ascent for long-term success.

“As expected, specific items within our tubular products segment negatively impacted our consolidated financial results to close out the year. That said, the bulk of the financial issues were contained to our Munhall, PA facility where we have previously expressed our frustration with the galvanized business we inherited and our belief that this product line is not a meaningful part of our long-term business plan. As we began the process of evaluating strategic alternatives for the Munhall facility, we significantly reduced our galvanized business there, which led to the facility becoming meaningfully unprofitable in the fourth quarter. As of today, we are no longer producing galvanized products at Munhall and, excluding this facility, our consolidated results were in-line with expectations.

“Ascent Chemicals remained a stalwart during the fourth quarter with year-over-year growth across the top line and a minimal decline in the bottom line as the pricing environment continued to stabilize. We are pleased with the overall profile of this segment given its stable customer base and high margin, recurring revenue that we believe can provide a solid base for us to meaningfully grow over the long-term. Our sales pipeline for Ascent Chemicals in 2023 remains strong, and we believe the foundation we have built more easily allows us to incorporate adjacent products and new offerings as the broader M&A landscape begins to open up. We believe that our specialty chemicals segment has significant long-term growth potential, and we are confident in the ability of our team to seize these opportunities.

“Overall, we believe we are on a path toward sustained profitable growth over the long-term. To achieve this, we will focus on providing best-in-class products and services, investing in technology and automation to improve efficiencies, and pursuing strategic acquisitions within the specialty chemicals segment that meet our return thresholds. Our dedicated team remains steadfast in their commitment to delivering long-term value to our shareholders through a culture of hard work and performance-based results.”

Fourth Quarter 2022 Financial Results

Net sales were $81.6 million compared to $95.7 million in the prior year period, primarily attributable to a reduction in low-margin sales within the tubular products segment, partially offset by year-over-year growth in the specialty chemicals segment.

Gross profit was $1.6 million, or 2.0% of net sales, compared to $19.9 million, or 20.8% of net sales, in the fourth quarter of 2021. The decrease is primarily attributable to the aforementioned decline in net sales within the tubular products segment, along with increased input and labor costs and a slightly unfavorable product mix over the prior year.

Net income was $0.1 million, or $0.01 diluted earnings per share, compared to $8.1 million, or $0.84 diluted earnings per share, in the fourth quarter of 2021. The decline is primarily attributable to the aforementioned lower gross profit, accelerated depreciation and amortization charges related to the strategic reassessment of certain operations within the tubular products segment, and an increase in corporate expenses to optimize internal processes, partially offset by an income tax benefit associated with the ceased Palmer operations.

Adjusted EBITDA was $(2.0) million compared to $14.9 million in the fourth quarter of 2021. Adjusted EBITDA margin was (2.4)% compared to 15.5% in the prior year period. The decrease is primarily attributable to the aforementioned lower net sales, the bulk of which were contained in one operating site that the Company is in the process of meaningfully contracting, and an increase in corporate expenses.

Full Year 2022 Financial Results

Net sales increased 24% to $414.1 million compared to $334.7 million in 2021. The increase was primarily attributable to a more favorable pricing environment in the first half of the year, partially offset by a lower volume of products shipped due to product mix shifts to meet long-term profitability objectives.

Gross profit was $56.5 million, or 13.7% of net sales, compared to $60.8 million or 18.2% of net sales in 2021. The modest decrease was primary attributable to an increase in raw materials and freight costs.

Net income increased 9% to $22.1 million, or $2.12 diluted earnings per share, compared to $20.2 million, or $2.14 diluted earnings per share in 2021. The increase was primarily attributable to the aforementioned increase in net sales and an income tax benefit that wasn’t recognized in the prior year period.

Adjusted EBITDA was $36.0 million compared to $44.3 million in 2021. Adjusted EBITDA as a percentage of net sales was 8.7% compared to 13.2% in the prior year. The slight decline is primarily attributable to lower operating margins in the tubular products segment compared to the prior year.

Segment Results

Ascent Tubularnet sales in the fourth quarter of 2022 were $58.1 million compared to $73.8 million in the fourth quarter of 2021. Operating loss in the fourth quarter was $4.3 million compared to operating income of $11.8 million in the prior year period. Adjusted EBITDA in the fourth quarter was $(1.6) million compared to $13.8 million in the prior year period. As a percentage of segment net sales, adjusted EBITDA was (2.8)% compared to 18.7% in the fourth quarter of 2021.

Net sales in 2022 increased 15% to $306.6 million compared to $267.2 million in 2021. Operating income in 2022 was $27.6 million compared to $33.6 million in the prior year. Adjusted EBITDA in 2022 was $35.8 million compared to $43.0 million in the prior year. As a percentage of segment net sales, adjusted EBITDA was 11.7% compared to 16.1% in 2021.

Ascent Chemicalsnet sales in the fourth quarter of 2022 increased 7% to $23.5 million compared to $21.9 million in the fourth quarter of 2021. Operating income in the fourth quarter was $0.9 million compared to $1.7 million in the prior year period. Adjusted EBITDA in the fourth quarter was $2.0 million compared to $2.5 million in the prior year period. As a percentage of segment net sales, adjusted EBITDA was 8.6% compared to 11.7% in the fourth quarter of 2021.

Net sales in 2022 increased 59% to $107.5 million compared to $67.5 million in 2021. Operating income in 2022 increased significantly to $7.0 million compared to $3.7 million in the prior year. Adjusted EBITDA in 2022 increased 80% to $11.8 million compared to $6.5 million in the prior year. As a percentage of segment net sales, adjusted EBITDA increased 120 basis points to 10.9% compared to 9.7% in 2021.

Liquidity

As of December 31, 2022, total debt was $71.5 million under the Company’s revolving credit facility, compared to $70.4 million at December 31, 2021. As of the end of 2022, the Company had $37.6 million of remaining available borrowing capacity under its revolving credit facility, compared to $39.4 million at December 31, 2021.

For the year ended December 31, 2022, the Company repurchased 110,404 shares at an average cost of $12.16 per share for approximately $1.3 million.

Conference Call

Ascent will conduct a conference call today at 8:30 a.m. Eastern time to discuss its results for the fourth quarter and full year ended December 31, 2022.

Ascent management will host the conference call, followed by a question and answer period.

Date: Friday, March 31, 2023

Time: 8:30 a.m. Eastern time

Live Call Registration Link: Here

Webcast Registration Link: Here

To access the call by phone, please register via the live call registration link above or here and you will be provided with dial-in instructions and details. If you have any difficulty connecting with the conference call, please contact Gateway Group at 1-949-574-3860.

The conference call will also be broadcast live and available for replay via the webcast registration link above or here. The webcast will be archived for one year in the investor relations section of the Company’s website at www.ascentco.com.

About Ascent Industries Co.

Ascent Industries Co. (Nasdaq: ACNT) is a company that engages in a number of diverse business activities including the production of stainless steel and galvanized pipe and tube, the master distribution of seamless carbon pipe and tube, and the production of specialty chemicals. For more information about Ascent, please visit its web site at www.ascentco.com.

Forward-Looking Statements

This press release may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal securities laws. All statements that are not historical facts are forward-looking statements. Forward looking statements can be identified through the use of words such as “estimate,” “project,” “intend,” “expect,” “believe,” “should,” “anticipate,” “hope,” “optimistic,” “plan,” “outlook,” “should,” “could,” “may” and similar expressions. The forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements and to review the risks as set forth in more detail in Ascent Industries Co.’s Securities and Exchange Commission filings, including our Annual Report on Form 10-K, which filings are available from the SEC or on our website. Ascent Industries Co. assumes no obligation to update any forward-looking information included in this release.

Non-GAAP Financial Information

Financial statement information included in this earnings release includes non-GAAP (Generally Accepted Accounting Principles) measures and should be read along with the accompanying tables which provide a reconciliation of non-GAAP measures to GAAP measures.

Adjusted EBITDA is a non-GAAP financial measure that the Company believes is useful to investors in evaluating its results to determine the value of a company. An item is excluded in the measure if its periodic value is inconsistent and sufficiently material that not identifying the item would render period comparability less meaningful to the reader or if including the item provides a clearer representation of normalized periodic earnings. The Company excludes in Adjusted EBITDA two categories of items: 1) Base EBITDA components, including: interest expense (including change in fair value of interest rate swap), income taxes, depreciation and amortization, and 2) Material transaction costs including: goodwill impairment, asset impairment, gain on lease modification, stock-based compensation, non-cash lease cost, acquisition costs and other fees, proxy contest costs and recoveries, shelf registration costs, loss on extinguishment of debt, earn-out adjustments, realized and unrealized (gains) and losses on investments in equity securities and other investments, retention costs and restructuring & severance costs from net income.

Management believes that these non-GAAP measures are useful because they are key measures used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions as well as allow readers to compare the financial results between periods. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company’s results or financial condition as reported under GAAP.

Ascent Industries Co.

Condensed Consolidated Balance Sheets

($ in thousands) 

 

 

 

 

 

December 31, 2022

 

December 31, 2021

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

1,441

 

 

$

2,021

 

Accounts receivable, net of allowance for credit losses of $1,250 and $216, respectively

 

45,120

 

 

 

50,126

 

Inventories, net

 

114,452

 

 

 

103,249

 

Prepaid expenses and other current assets

 

8,982

 

 

 

3,728

 

Assets held for sale

 

380

 

 

 

855

 

Total current assets

 

170,375

 

 

 

159,979

 

Property, plant and equipment, net

 

42,346

 

 

 

43,720

 

Right-of-use assets, operating leases, net

 

29,224

 

 

 

30,811

 

Goodwill

 

11,389

 

 

 

12,637

 

Intangible assets, net

 

10,387

 

 

 

14,382

 

Deferred income taxes

 

1,353

 

 

 

 

Deferred charges, net

 

203

 

 

 

302

 

Other non-current assets, net

 

3,766

 

 

 

4,171

 

Total assets

$

269,043

 

 

$

266,002

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

22,731

 

 

$

32,318

 

Accounts payable – related parties

 

 

 

 

2

 

Accrued expenses and other current liabilities

 

6,560

 

 

 

12,407

 

Current portion of note payable

 

387

 

 

 

 

Current portion of long-term debt

 

2,464

 

 

 

2,464

 

Current portion of earn-out liabilities

 

 

 

 

1,961

 

Current portion of operating lease liabilities

 

1,056

 

 

 

1,104

 

Current portion of finance lease liabilities

 

280

 

 

 

233

 

Total current liabilities

 

33,478

 

 

 

50,489

 

Long-term debt

 

69,085

 

 

 

67,928

 

Long-term portion of operating lease liabilities

 

30,911

 

 

 

32,059

 

Long-term portion of finance lease liabilities

 

1,242

 

 

 

1,414

 

Deferred income taxes

 

 

 

 

2,433

 

Other long-term liabilities

 

68

 

 

 

89

 

Total non-current liabilities

 

101,306

 

 

 

103,923

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

Common stock, par value $1 per share; authorized 24,000,000 shares; issued 11,085,103 shares

 

11,085

 

 

 

11,085

 

Capital in excess of par value

 

47,021

 

 

 

46,058

 

Retained earnings

 

85,146

 

 

 

63,080

 

 

 

143,252

 

 

 

120,223

 

Less: cost of common stock in treasury – 924,504 and 918,471 shares, respectively

 

(8,993

)

 

 

(8,633

)

Total shareholders’ equity

 

134,259

 

 

 

111,590

 

Total liabilities and shareholders’ equity

$

269,043

 

 

$

266,002

 

Note: The condensed consolidated balance sheets at December 31, 2022 and 2021 have been derived from the audited consolidated financial statements at that date.

Ascent Industries Co.

Condensed Consolidated Statements of Income – Comparative Analysis (Unaudited)

($ in thousands, except per share data)

 

 

Three Months Ended

December 31,

 

Year Ended

December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Net sales

 

 

 

 

 

 

 

Tubular Products

$

58,087

 

 

$

73,799

 

 

$

306,605

 

 

$

267,238

 

Specialty Chemicals

 

23,473

 

 

 

21,868

 

 

 

107,542

 

 

 

67,477

 

 

$

81,560

 

 

$

95,667

 

 

$

414,147

 

 

$

334,715

 

Operating income (loss)

 

 

 

 

 

 

Tubular Products

$

(4,323

)

 

$

11,767

 

 

$

27,607

 

 

$

33,561

 

Specialty Chemicals

 

860

 

 

 

1,658

 

 

 

6,971

 

 

 

3,656

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

Unallocated corporate expenses

 

(2,761

)

 

 

(1,690

)

 

 

(12,997

)

 

 

(6,828

)

Acquisition costs and other

 

(363

)

 

 

(800

)

 

 

(1,200

)

 

 

(1,001

)

Proxy contest costs and recoveries

 

 

 

 

 

 

 

 

 

 

(168

)

Earn-out adjustments

 

 

 

 

(442

)

 

 

7

 

 

 

(1,872

)

Total Corporate

 

(3,124

)

 

 

(2,932

)

 

 

(14,190

)

 

 

(9,869

)

Operating income (loss)

 

(6,587

)

 

 

10,493

 

 

 

20,388

 

 

 

27,348

 

Interest expense

 

1,104

 

 

 

418

 

 

 

2,742

 

 

 

1,486

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

223

 

Change in fair value of interest rate swap

 

 

 

 

 

 

 

 

 

 

(2

)

Other, net

 

(34

)

 

 

(10

)

 

 

(209

)

 

 

143

 

Income (loss) before income taxes

 

(7,657

)

 

 

10,085

 

 

 

17,855

 

 

 

25,498

 

Income tax provision (benefit)

 

(7,784

)

 

 

2,018

 

 

 

(4,211

)

 

 

5,253

 

Net income

$

127

 

 

$

8,067

 

 

$

22,066

 

 

$

20,245

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

Basic

$

0.01

 

 

$

0.85

 

 

$

2.16

 

 

$

2.17

 

Diluted

$

0.01

 

 

$

0.84

 

 

$

2.12

 

 

$

2.14

 

 

 

 

 

 

 

 

 

Average shares outstanding

 

 

 

 

 

 

 

Basic

 

10,213

 

 

 

9,518

 

 

 

10,230

 

 

 

9,340

 

Diluted

 

10,416

 

 

 

9,617

 

 

 

10,410

 

 

 

9,456

 

 

 

 

 

 

 

 

 

Other data:

 

 

 

 

 

 

 

Adjusted EBITDA1

$

(1,964

)

 

$

14,861

 

 

$

36,021

 

 

$

44,308

 

1The term Adjusted EBITDA is a non-GAAP financial measure that the Company believes is useful to investors in evaluating its results to determine the value of a company. An item is excluded in the measure if its periodic value is inconsistent and sufficiently material that not identifying the item would render period comparability less meaningful to the reader or if including the item provides a clearer representation of normalized periodic earnings. The Company excludes in Adjusted EBITDA two categories of items: 1) Base EBITDA components, including: interest expense (including change in fair value of interest rate swap), income taxes, depreciation and amortization, and 2) Material transaction costs including: goodwill impairment, asset impairment, gain on lease modification, stock-based compensation, non-cash lease cost, acquisition costs and other fees, proxy contest costs and recoveries, loss on extinguishment of debt, earn-out adjustments, realized and unrealized (gains) and losses on investments in equity securities and other investments, retention costs and restructuring & severance costs from net income. For a reconciliation of this non-GAAP measure to the most comparable GAAP equivalent, refer to the Reconciliation of Net Income (Loss) to Adjusted EBITDA.

Ascent Industries Co.

Consolidated Statements of Cash Flows (Unaudited)

($ in thousands)

 

 

Year Ended December 31,

 

 

2022

 

 

 

2021

 

Operating activities

 

 

 

Net income

$

22,066

 

 

$

20,245

 

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

 

 

 

Depreciation expense

 

8,722

 

 

 

7,547

 

Amortization expense

 

3,995

 

 

 

2,794

 

Amortization of debt issuance costs

 

99

 

 

 

95

 

Asset impairments

 

 

 

 

233

 

Loss on extinguishment of debt

 

 

 

 

223

 

Deferred income taxes

 

(4,211

)

 

 

(2,071

)

Earn-out adjustments

 

(7

)

 

 

1,872

 

Payments of earn-out liabilities in excess of acquisition date fair value

 

(662

)

 

 

(138

)

Provision for (reduction of) losses on accounts receivable

 

1,034

 

 

 

(398

)

Provision for losses on inventories

 

3,052

 

 

 

1,649

 

Loss (gain) on disposal of property, plant and equipment

 

27

 

 

 

(848

)

Non-cash lease expense

 

414

 

 

 

481

 

Non-cash lease termination loss

 

 

 

 

5

 

Change in fair value of interest rate swap

 

 

 

 

(2

)

Payments for termination of interest rate swap

 

 

 

 

(46

)

Issuance of treasury stock for director fees

 

364

 

 

 

132

 

Stock-based compensation expense

 

1,407

 

 

 

799

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

 

3,972

 

 

 

(16,185

)

Inventories

 

(13,779

)

 

 

(18,873

)

Other assets and liabilities

 

(12

)

 

 

(55

)

Accounts payable

 

(10,277

)

 

 

10,835

 

Accounts payable – related parties

 

(2

)

 

 

2

 

Accrued expenses

 

(2,702

)

 

 

1,506

 

Accrued income taxes

 

(7,923

)

 

 

9,253

 

Net cash provided by operating activities

 

5,577

 

 

 

19,055

 

Investing activities

 

 

 

Purchases of property, plant and equipment

 

(5,074

)

 

 

(1,497

)

Proceeds from disposal of property, plant and equipment

 

99

 

 

 

1,400

 

Acquisitions, net of cash acquired

 

 

 

 

(32,564

)

Net cash (used in) provided by investing activities

 

(4,975

)

 

 

(32,661

)

Financing activities

 

 

 

Borrowings from long-term debt

 

443,363

 

 

 

215,528

 

Proceeds from note payable

 

967

 

 

 

 

Proceeds from the issuance of common stock related to Rights Offering

 

 

 

 

10,010

 

Proceeds from the exercise of stock options

 

175

 

 

 

109

 

Payments on long-term debt

 

(442,206

)

 

 

(206,505

)

Payments on note payable

 

(580

)

 

 

 

Principal payments on finance lease obligations

 

(266

)

 

 

(92

)

Payments on earn-out liabilities

 

(1,292

)

 

 

(3,494

)

Repurchase of common stock

 

(1,343

)

 

 

 

Payments for deferred financing costs

 

 

 

 

(165

)

Net cash used in financing activities

 

(1,182

)

 

 

15,391

 

(Decrease) increase in cash and cash equivalents

 

(580

)

 

 

1,785

 

Cash and cash equivalents, beginning of period

 

2,021

 

 

 

236

 

Cash and cash equivalents, end of period

$

1,441

$

2,021 

Ascent Industries Co.

Non-GAAP Financial Measures Reconciliation

Reconciliation of Net Income to Adjusted EBITDA (Unaudited)

($ in thousands)

 

 

 

 

 

 

 

 

 

Three Months Ended

December 31,

 

Year Ended

December 31,

($ in thousands)

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Consolidated

 

 

 

 

 

 

 

Net income

$

127

 

 

$

8,067

 

 

$

22,066

 

 

$

20,245

 

Adjustments:

 

 

 

 

 

 

 

Interest expense

 

1,104

 

 

 

418

 

 

 

2,742

 

 

 

1,486

 

Change in fair value of interest rate swap

 

 

 

 

 

 

 

 

 

 

(2

)

Income taxes

 

(7,784

)

 

 

2,018

 

 

 

(4,211

)

 

 

5,253

 

Depreciation

 

2,343

 

 

 

2,088

 

 

 

8,722

 

 

 

7,547

 

Amortization

 

1,407

 

 

 

754

 

 

 

3,995

 

 

 

2,794

 

EBITDA

 

(2,803

)

 

 

13,345

 

 

 

33,314

 

 

 

37,323

 

Acquisition costs and other

 

363

 

 

 

800

 

 

 

1,200

 

 

 

1,001

 

Proxy contest costs and recoveries1

 

 

 

 

 

 

 

 

 

 

168

 

Shelf registration costs

 

12

 

 

 

 

 

 

12

 

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

223

 

Earn-out adjustments

 

 

 

 

442

 

 

 

(7

)

 

 

1,872

 

Loss on investment in equity securities and other investments

 

 

 

 

 

 

 

 

 

 

363

 

Asset impairments

 

 

 

 

 

 

 

 

 

 

233

 

Gain on lease modification

 

 

 

 

 

 

 

(2

)

 

 

 

Stock-based compensation

 

308

 

 

 

103

 

 

 

1,016

 

 

 

799

 

Non-cash lease expense

 

92

 

 

 

108

 

 

 

414

 

 

 

481

 

Retention expense

 

 

 

 

6

 

 

 

 

 

 

500

 

Restructuring and severance costs

 

64

 

 

 

57

 

 

 

74

 

 

 

1,345

 

Adjusted EBITDA

$

(1,964

)

 

$

14,861

 

 

$

36,021

 

 

$

44,308

 

% sales

 

(2.4

)%

 

 

15.5

%

 

 

8.7

%

 

 

13.2

%

1Proxy contest costs and recoveries for the year months ended December 31, 2021 are reimbursements of documented, out-of-pocket costs to Privet and UPG partially offset by insurance recoveries for costs related to the 2020 shareholder activism.

Ascent Industries Co.

Non-GAAP Financial Measures Reconciliation

Reconciliation of Net Income to Adjusted EBITDA (Unaudited)

($ in thousands)

 

 

 

 

 

 

 

 

 

Three Months Ended

December 31,

 

Year Ended

December 31,

($ in thousands)

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Tubular Products

 

 

 

 

 

 

 

Net income (loss)

$

(4,392

)

 

$

11,335

 

 

$

27,644

 

 

$

31,893

 

Adjustments:

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

1

 

 

 

 

Depreciation expense

 

1,375

 

 

 

1,293

 

 

 

4,814

 

 

 

5,485

 

Amortization expense

 

1,217

 

 

 

680

 

 

 

3,092

 

 

 

2,721

 

EBITDA

 

(1,800

)

 

 

13,308

 

 

 

35,551

 

 

 

40,099

 

Acquisition costs and other

 

96

 

 

 

 

 

 

96

 

 

 

 

Earn-out adjustments

 

 

 

 

442

 

 

 

(7

)

 

 

1,872

 

Stock-based compensation

 

36

 

 

 

54

 

 

 

100

 

 

 

129

 

Retention expense

 

 

 

 

6

 

 

 

 

 

 

500

 

Restructuring and severance costs

 

20

 

 

 

 

 

 

20

 

 

 

363

 

Tubular Products Adjusted EBITDA

$

(1,648

)

 

$

13,810

 

 

$

35,760

 

 

$

42,963

 

% segment sales

 

(2.8

)%

 

 

18.7

%

 

 

11.7

%

 

 

16.1

%

 

 

 

 

 

 

 

 

Specialty Chemicals

 

 

 

 

 

 

 

Net income

$

852

 

 

$

1,588

 

 

$

6,935

 

 

$

3,589

 

Adjustments:

 

 

 

 

 

 

 

Interest expense

 

9

 

 

 

9

 

 

 

36

 

 

 

11

 

Depreciation expense

 

949

 

 

 

768

 

 

 

3,846

 

 

 

1,932

 

Amortization expense

 

191

 

 

 

73

 

 

 

903

 

 

 

73

 

EBITDA

 

2,001

 

 

 

2,438

 

 

 

11,720

 

 

 

5,605

 

Acquisition costs and other

 

 

 

 

61

 

 

 

 

 

 

61

 

Asset impairments

 

 

 

 

 

 

 

 

 

 

233

 

Stock-based compensation

 

12

 

 

 

(8

)

 

 

41

 

 

 

165

 

Non-cash lease expense

 

 

 

 

 

 

 

2

 

 

 

 

Restructuring and severance costs

 

8

 

 

 

57

 

 

 

8

 

 

 

484

 

Specialty Chemicals Adjusted EBITDA

$

2,021

 

 

$

2,548

 

 

$

11,771

 

 

$

6,548

 

% segment sales

 

8.6

%

 

 

11.7

%

 

 

10.9

%

 

 

9.7

%

 

Company Contact

Aaron Tam

Chief Financial Officer

1-630-884-9181

Investor Relations

Cody Slach and Cody Cree

Gateway Group, Inc.

1-949-574-3860

[email protected]

KEYWORDS: United States North America Illinois

INDUSTRY KEYWORDS: Chemicals/Plastics Manufacturing Steel

MEDIA:

Belden Appoints Vivie “YY” Lee to Board of Directors

Belden Appoints Vivie “YY” Lee to Board of Directors

ST. LOUIS–(BUSINESS WIRE)–
Belden Inc. (NYSE: BDC), a leading global supplier of specialty networking solutions, announced that with immediate effect, it has appointed Vivie “YY” Lee as a Director and member of the Audit Committee.

Ms. Lee brings over 30 years of experience in the software industry, including her experience in senior operational roles as a chief executive officer and chief operations officer. Ms. Lee most recently served as Chief Strategy Officer for Anaplan, a company specializing in subscription cloud-based business planning software. Her previous experience includes the CEO role at FirstRain, Inc., which was acquired by Ignite Technologies. She previously held management and product leadership positions with Cadence Design Systems, Aqueduct Software, Synopsys Inc., 8×8 Inc. and AT&T Bell Laboratories. Ms. Lee currently serves as a member of the board of directors for Synaptics Incorporated and Commvault Systems, Inc.

Ashish Chand, President and CEO of Belden Inc., said, “We are excited to welcome YY Lee to Belden’s Board of Directors. Her impressive executive leadership experience with trusted solutions organizations will provide enormous value to Belden.”

About Belden

Belden Inc. delivers the infrastructure that makes the digital journey simpler, smarter and secure. We’re moving beyond connectivity, from what we make to what we make possible through a performance-driven portfolio, forward-thinking expertise and purpose-built solutions. With a legacy of quality and reliability spanning 120-plus years, we have a strong foundation to continue building the future. We are headquartered in St. Louis and have manufacturing capabilities in North America, Europe, Asia, and Africa. For more information, visit us at www.belden.com; follow us on Facebook, LinkedIn and Twitter.

Aaron Reddington, CFA

Vice President, Investor Relations

317-219-9359

[email protected]

KEYWORDS: Missouri United States North America

INDUSTRY KEYWORDS: Technology Web3 Wearables/Mobile Technology IOT (Internet of Things) Carriers and Services Security Other Technology Telecommunications Software VoIP Networks 5G Internet Mobile/Wireless Hardware Data Management Consumer Electronics

MEDIA:

Logo
Logo

Lithium Americas Reports 2022 Full Year and Fourth Quarter Results

VANCOUVER, British Columbia, March 31, 2023 (GLOBE NEWSWIRE) — Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) (“Lithium Americas or the Company”) has reported financial and operating results for the fourth quarter and year ended December 31, 2022.

HIGHLIGHTS

Argentina


Caucharí-Olaroz

  • Construction is substantially complete and on track to deliver first production by end of H1 2023.
    • Caucharí-Olaroz expects to ramp up in H2 2023 and reach full production rate of 40,000 tonnes per annum (“tpa”) of lithium carbonate by Q1 2024.
    • Commissioning of the solvent exchange and purification plants are underway with additional purification necessary to achieve battery-quality expected to be completed in H2 2023 following the start of pre-commercial production. Ponds and liming plant are fully operational.
  • As of March 30, 2023, the Company expects its remaining funding requirement to be less than $50 million for capital costs, valued added taxes and working capital to reach production and positive cash flow.
    • The Company’s portion of funding in Q1 2023 was $38 million.
  • Capital cost estimates and funding requirements have been updated to reflect current production schedule, increased operating costs and inflationary environment in Argentina.
    • Total capital costs, on a 100% basis, have been updated to $979 million at the official Argentina exchange rate from $852 million previously, and compared to an estimated $645 million at the realized market-based exchange rate.
    • Substantially all of the increase in capital costs since the 2020 feasibility study has been offset by realization of higher market-based exchange rate for Argentine pesos.
  • Development planning for Stage 2 expansion of at least 20,000 tpa of lithium carbonate continues to progress to align with completion of Stage 1.


Pastos Grandes Basin

  • The Company continues to advance the Pastos Grandes’ $30 million development plan, targeting completion of the plan and a construction decision in Q4 2023.
  • On December 20, 2022, the Company entered into a definitive arrangement agreement to acquire Arena Minerals Inc. (“Arena Minerals”) for $227 million in shares (on a 100% basis) with a view to consolidating the highly prospective Pastos Grandes basin. The transaction is expected to close in April 2023.

United States


Thacker Pass

  • On March 2, 2023, the Company announced the start of construction activities at Thacker Pass following receipt of notice to proceed from the Bureau of Land Management (“BLM”).
    • Major earthworks are expected to commence in H2 2023 and support the target to commence production in the second half of 2026.
  • On February 22, 2023, the Company announced that it received a Letter of Substantial Completion from the U.S. Department of Energy (“DOE”) Loans Program Office for its application for the DOE’s Advanced Technology Vehicles Manufacturing Loan Program (“ATVM Loan Program”).
    • The Company expects the DOE ATVM Loan Program process to be completed in 2023 and if approved, to fund up to 75% of the total capital costs for construction for Phase 1.
    • The Company has approved a construction budget of $125 million to Q3 2023 with increased spending expected following completion of the DOE ATVM Loan Program process.
  • On February 6, 2023, the US District Court, District of Nevada (“Federal Court”) ruled favorably for the Company in the appeal filed against the BLM by declining to vacate the Record of Decision (“ROD”).
    • The Federal Court ordered the BLM to consider one issue under the mining law relating to the area designated for waste storage and tailings which is not expected to impact the overall construction timeline.
  • On January 31, 2023, the Company released an independent National Instrument 43-101 feasibility study (the “Thacker PassFeasibility Study”) and continues to advance the Thacker Pass construction plan targeting 80,000 tpa of battery-quality lithium carbonate production capacity in two phases (“Phase 1” and “Phase 2”) of 40,000 tpa, respectively.
  • On January 31, 2023, mineral reserves and mineral resource estimates were updated with a measured and indicated (“M&I”) mineral resource estimate of 16.1 million tonnes (“Mt”) lithium carbonate equivalent (“LCE”) at an average grade of 2,070 parts per million lithium (“ppm Li”), and proven and probable mineral reserves of 3.7 Mt LCE at an average grade of 3,160 ppm Li.
  • In Q4 2022, Bechtel Corporation was awarded the engineering, procurement and construction management (“EPCM”) contract for Thacker Pass Phase 1, Aquatech International LLC was awarded the contract for the magnesium sulfate and lithium carbonate chemical plants, and EXP Global Inc. received the contract for the sulfuric acid plant.

Corporate

  • As at December 31, 2022, the Company had $352 million in cash and cash equivalents and short-term bank deposits, with an additional $75 million in available credit.
    • As of March 30, 2023, following the receipt of $320 million from a first tranche investment by General Motors (NYSE: GM) (“GM”), the Company has approximately $600 million in cash and cash equivalents and short-term bank deposits.
  • On January 30, 2023, Lithium Americas entered into a purchase agreement with GM whereby GM agreed to make a $650 million equity investment in the Company and receive exclusive access to Phase 1 production at Thacker Pass through a binding supply agreement.
    • On February 16, 2023, the initial tranche of $320 million closed with GM’s purchase of 15 million Lithium Americas’ common shares at $21.34 per share. GM is now Lithium Americas largest shareholder and offtake partner.
    • The second tranche of $330 million is contemplated to be invested into the Company’s U.S. business following the proposed separation of its U.S. and Argentine businesses.
  • On November 3, 2022, the Company announced that it intended to advance a reorganization that will result in the separation of its U.S. and Argentine business units into two independent public companies (the “Separation”). The Company continues to advance the execution plan for the Separation, targeting completion in H2 2023.

TECHNICAL INFORMATION

The Technical Information in this news release has been reviewed and approved by Rene LeBlanc, PhD, SME, Chief Technical Officer of Lithium Americas, and a Qualified Person as defined by National Instrument 43-101.

FINANCIAL RESULTS

Selected consolidated financial information is presented as follows:

(in US$ million except per share information) Year ended December 31,
  2022     2021  
  $     $  
Expenses (163.4 )   (46.1 )
Net loss (93.6 )   (38.5 )
Loss per share – basic (0.70 )   (0.32 )

(in US$ million) As at December 31, 2022     As at December 31, 2021  
  $     $  
Cash, cash equivalents and short-term bank deposits 352.1     510.6  
Total assets 1,016.5     817.3  
Total long-term liabilities (212.9 )   (272.8 )
           

During the year ended December 31, 2022, expenses and net loss increased primarily due to increased share of loss of the Caucharí-Olaroz project mainly as a result of foreign exchange revaluation of intercompany loans, increases in exploration and evaluation expenditures as result of the timing of Lithium Nevada project development activities and other items.

In 2022, total assets increased primarily due to the acquisition of Millennial Lithium Corp. Total long-term liabilities decreased due to a decrease in the fair value of the convertible senior notes derivative liability, offset by accrued interest on convertible senior notes, and the repayment of the subordinate loan facility in early 2022.

This news release should be read in conjunction with Lithium Americas’ consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2022, which are available on SEDAR. All amounts are in U.S. dollars unless otherwise indicated.

ABOUT LITHIUM AMERICAS

Lithium Americas is focused on advancing lithium projects in Argentina and the United States to production. In Argentina, Caucharí-Olaroz is advancing towards first production and Pastos Grandes represents regional growth. In the United States, Thacker Pass has received its Record of Decision and commenced construction. The Company trades on both the Toronto Stock Exchange and on the New York Stock Exchange, under the ticker symbol “LAC”.

For further information contact:
Investor Relations
Telephone: 778-656-5820
Email: [email protected]
Website: www.lithiumamericas.com

FORWARD-LOOKING STATEMENTS

This news release contains “forward-looking information” and “forward-looking statements” (which we refer to collectively as forward-looking information) under the provisions of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking information. Examples of forward-looking information in this news release include, among other things, statements related to: successful development of the Caucharí-Olaroz project and the Thacker Pass project, including timing, progress, construction, milestones, scale, anticipated production, results thereof including with respect to Caucharí-Olaroz project Stage 2 expansion plans; plans for the Caucharí-Olaroz project to prioritize commissioning and the expected timing to complete deferred construction items as a result of such prioritization; expected initial capital costs for Stage 1 of the Caucharí-Olaroz project and the expected amount of the Company’s share of remaining funding requirements for the initial capital costs, including in light of inflationary and other economic conditions; the expected timing to complete a development plan and to make a construction decision for the Pastos Grandes project; successful completion of the acquisition of Arena Minerals, including anticipated timing, ability to meet conditions to closing, including receipt of court, Arena Minerals securityholders and stock exchange approvals, and expected benefits from such transaction, including successful consolidation of the Pastos Grandes basin; the outcome of the Company’s loan application filed under the DOE ATVM Loan Program, and the expected amount of funding for the Thacker Pass project expected to be provided thereunder; the Company’s ability to fund its development programs through debt or equity financing; the expected impact of ongoing litigation on the construction schedule for the Thacker Pass project, and the outcome of such litigation; timing and anticipated closing of the second tranche investment by GM, and the expected benefits of the GM investment; and the proposed Separation, timeline for completion and announcement of an execution plan for the Separation, and the successful completion of the Separation, including the receipt of necessary approvals related thereto.

Forward-looking information is based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such information. Such information reflects the Company’s current views with respect to future events and is necessarily based upon a number of assumptions that, while considered reasonable by the Company today, are inherently subject to significant uncertainties and contingencies. These assumptions include, among others, the following: the Company’s ability to fund, advance and develop its projects, including results therefrom and timing thereof; capital costs, operating costs, and sustaining capital requirements of the Caucharí-Olaroz project and the Thacker Pass project, significant increases to such estimates and ability to finance any such increases; successful closing of second tranche of the GM investment to advance the Thacker Pass project; successfully operating under co-ownership arrangements and the Company maintaining cordial business relationships with key strategic partners and contractors; ability of the Company to secure additional debt or equity funding as needed to advance its projects; uncertainties relating to maintaining mining, exploration, environmental and other permits or approvals in Nevada and Argentina, and the outcome of any litigation or regulatory processes concerning such permits; realizing on the expected benefits from transactions with existing partners; stable and supportive legislative, regulatory and community environments in the jurisdictions where the Company operates; demand for lithium, including that such demand is supported by continued growth in the electric vehicle market; the Company’s ability to produce battery grade lithium products; the impact of increasing competition in the lithium business, and the Company’s competitive position in the industry; currency exchange and interest rates; general economic conditions, including inflationary conditions and their impact on the Company’s projects, contractors and suppliers; the feasibility and costs of proposed project designs and plans; availability of technology, including low carbon energy sources and water rights, on acceptable terms to advance the Thacker Pass project; stability and inflation of the Argentinian peso, including any foreign exchange or capital controls which may be enacted in respect thereof, and the effect of current or any additional regulations on the Company’s operations; the impact of unknown financial contingencies, including costs of litigation and regulatory processes, on the Company’s operations; gains or losses, in each case, if any, from short-term investments in Argentine bonds and equities; estimates of and unpredictable changes to the market prices for lithium products; technological advancements and changes; estimates of mineral resources and mineral reserves, including whether mineral resources not included in current mineral reserves will ever be developed into mineral reserves; reliability of technical data; that pending patent applications are approved; government regulation of mining operations and M&A activity, and treatment under governmental, regulatory and taxation regimes; accuracy of development budget and construction estimates; successful integration of newly acquired businesses, and realization of expected benefits from investments made in third parties; changes to the Company’s current and future business plans and the strategic alternatives available to the Company; and stock market and economic conditions generally.

Forward-looking information also involves known and unknown risks that may cause actual results to differ materially. These risks include, among others, inherent risks in the development of capital intensive mineral projects (including as co-owners), variations in mineral resources and mineral reserves, changes in budget estimation, global demand for lithium, recovery rates and lithium pricing, risks associated with successfully securing adequate financing, including the outcome of the Company’s loan application with the U.S. Department of Energy, changes in project parameters and funding thereof, risks related to growth of lithium markets and pricing for products thereof, changes in legislation, governmental or community policy, changes in public perception concerning mining projects generally and opposition thereto, political risk associated with foreign operations, including co-ownership arrangements with foreign domiciled partners and risks of enhanced political involvement in the lithium and critical minerals industries, permitting risk, including receipt of new permits and maintenance of existing permits, outcomes of litigation and regulatory processes concerning the Company’s projects, title and access risk, cost overruns, unpredictable weather and maintenance of natural resources, risks associated with climate change and its impact on the Company’s projects and operations, unanticipated delays, intellectual property risks, currency and interest rate fluctuations, competitive industry risks, operational risks, health and safety risks, information technology and cybersecurity risks, economic conditions and economic uncertainty flowing from the COVID-19 pandemic, the Russian war in the Ukraine and inflationary conditions, dependency on key personnel and talent risks, and volatility in general market and industry conditions. Additional risks, assumptions and other factors are set out in the Company’s most recent annual management discussion analysis and annual information form, copies of which are available under the Company’s profile on SEDAR at www.sedar.com and on the SEC website at www.sec.gov.

Although the Company has attempted to identify important risks and assumptions, given the inherent uncertainties in such forward-looking information, there may be other factors that cause results to differ materially. Forward-looking information is made as of the date hereof and the Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Accordingly, readers are cautioned not to place undue reliance on such forward-looking information. 



P3 Health Partners Announces Fourth Quarter and Full-Year 2022 Results

P3 Health Partners Announces Fourth Quarter and Full-Year 2022 Results

Affirming 2023 guidance – introducing year-end medical margin guidance

Anticipates reaching Adjusted EBITDA positive in early 2024

Management to Host Conference Call and Webcast March 31, 2023 at 8:30 AM ET

HENDERSON, Nev.–(BUSINESS WIRE)–
P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced its financial results for the fourth quarter and full year ended December 31, 2022.

“Results for 2022 are a testament to the strength of the P3 team and its commitment to improving clinical outcomes,” said Dr. Sherif Abdou, CEO of P3 Health Partners. “We achieved revenue growth and a network contribution improvement of 65% versus 2021. 2023 is an inflection point for P3, as we shift to a higher percentage of persistent lives than new, reduce operating expenses and provide a clear path to reach Adjusted EBITDA positive results in early 2024.

Fourth Quarter 2022 Financial Results

  • Capitated revenue was $254.0 million, an increase of 40% compared to $181.4 million in the fourth quarter of the prior year
  • Net loss was $532.3 million compared to a net loss of $118.2 million in the fourth quarter of the prior year, primarily due to a goodwill impairment charge of $463.5 million in the fourth quarter of 2022
  • Net loss PMPM was $1,766, compared to a net loss of $587.1 in the prior year, due to a goodwill impairment charge of $463.5 million in the fourth quarter of 2022
  • Adjusted EBITDA loss(1) was $40.1 million compared to an Adjusted EBITDA loss of $35.6 million in the fourth quarter of the prior year
  • Adjusted EBITDA PMPM(1) loss was $133, an improvement of $44 PMPM compared to the fourth quarter of the prior year

In order to provide a greater level of insight into our model and comparability with other companies in our industry, we are introducing two additional non-GAAP financial metrics, medical margin and network contribution. For more information regarding the Company’s use of non-GAAP financial measures, please see the section titled “Non-GAAP Financial Measures.”

Full-Year 2022 Financial Results

  • At-risk Medicare Advantage membership at December 31, 2022 of 100,400, an increase of approximately 50% compared to 67,000 in the prior year(2)
  • Capitated revenue was $1.0 billion, an increase of 66% compared to $625.0 million in the prior year
  • Operating loss for full-year 2022 was $1.6 billion compared to $187.9 million in the prior year(1)
  • Full-year 2022 medical margin was $62.1 million, an improvement of 428% compared to the prior year(1)
  • Full-year network contribution of ($7.8) million improved by 65% compared to the prior year(1)
  • Net loss was $1.6 billion compared to a net loss of $204.3 million in the prior year, primarily due to a goodwill impairment charge of $1.3 billion in 2022
  • Net loss PMPM was $1,296.1, an increased loss of $1,041.9 primarily due to a goodwill impairment charge
  • Adjusted EBITDA loss was $127.9 million compared to an Adjusted EBITDA loss of $95.5 million in the prior year (1)
  • Adjusted EBITDA loss PMPM was $106, a significant improvement compared to $119 PMPM in the prior year(1)

“We announced today that we have secured financing of approximately $90 million and believe this provides a solid path to profitability,” said Dr. Sherif Abdou, CEO of P3. “The new financing, along with our expected shift to a higher percentage of persistent lives, a focused reduction in operating expenses, and measured and disciplined growth in 2023 make us confident that we will have the resources necessary to reach Adjusted EBITDA profitability in 2024.”

Mary Tolan, Founder and Managing Partner of Chicago Pacific Founders said, “The values and mission of P3 closely align with those of Chicago Pacific. We believe that value-based-care is the future of healthcare and that P3 has the right model to bring high-quality services to patients while lowering the overall cost of care. We are proud to partner with them on this journey.”

Fiscal 2023 Guidance
 
Year Ended
December 31, 2023
Low High
Medicare Advantage Members

 

115,000

 

 

120,000

 

Total Revenues (in millions)

$

1,200

 

$

1,250

 

Medical Margin(3) (in millions)

$

155

 

$

175

 

Medical Margin(3)PMPM

$

120

 

$

130

 

Adjusted EBITDA(3) Loss (in millions)

$

(60

)

$

(40

)

(3)The Company is not able to provide a quantitative reconciliation of guidance for Adjusted EBITDA loss and medical margin to net income (loss) and operating loss the most directly comparable GAAP measures, respectively, and has not provided forward-looking guidance for net income (loss) or operating loss because of the uncertainty around certain items that may impact net income (loss) or operating loss that are not within our control or cannot be reasonably predicted without unreasonable effort. For more information regarding the non-GAAP financial measures discussed in this press release, please see “Non-GAAP Financial Measures” below.

The foregoing 2023 Outlook statement represents management’s current estimate as of the date of this release. Actual results may differ materially depending on a number of factors. Investors are urged to read the Cautionary Note Regarding Forward-Looking Statements included in this release. Management does not assume any obligation to update these estimates.

Conference Call and Webcast

Management will host a conference call and webcast at 8:30 AM ET on March 31st to provide a corporate and financial update.

Title & Webcast

P3 Health Fourth-Quarter and Full-Year 2022 Earnings Conference Call

Date & Time

March 31, 2023, 8:30 a.m. Eastern Time

Conference Call Details

Toll-Free 1-877-270-2148 (US)

International 1-412-902-6510

Ask to be joined into the P3 Health Partners call

The conference call will also be webcast live in the “Events & Presentations” section of the Investor page of the P3 website (ir.p3hp.org). The Company’s press release will be available on the Investor page of P3’s website in advance of the conference call. An archived recording of the webcast will be available on the Investor page of P3’s website for a period of 90 days following the conference call.

(1) Adjusted EBITDA, Adjusted EBITDA per member, per month (“PMPM”), medical margin and network contribution are non-GAAP financial measures. For reconciliations of these measures to the most directly comparable GAAP measures and more information regarding the Company’s use of non-GAAP financial measures, please see the section titled “Non-GAAP Financial Measures.”

(2) See “Key Performance Metrics” for additional information on how the Company defines “at-risk Medicare Advantage members.”

(3)The Company is not able to provide a quantitative reconciliation of guidance for Adjusted EBITDA loss to net income (loss), the most directly comparable GAAP measure, and has not provided forward-looking guidance for net income (loss), because of the uncertainty around certain items that may impact net income (loss) that are not within our control or cannot be reasonably predicted without unreasonable effort. For more information regarding the non-GAAP financial measures discussed in this press release, please see “Non-GAAP Financial Measures” below.

About P3 Health Partners (NASDAQ: PIII):

P3 Health Partners Inc. is a leading population health management company committed to transforming healthcare by improving the lives of both patients and providers. Founded and led by physicians, P3 has an expansive network of more than 2,800 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 15 counties across five states. P3 supports primary care providers with value-based care coordination and administrative services that improve patient outcomes and lower costs. Through partnerships with these local providers, the P3 care team creates an enhanced patient experience by navigating, coordinating, and integrating the patient’s care within the healthcare system. For more information, visit www.p3hp.org and follow us on @p3healthpartners and Facebook.com/p3healthpartners.

Presentation of Financial Results

As a result of the business combination consummated on December 3, 2021, the Company was deemed to be the acquirer and successor for accounting purposes, and P3 Health Group Holdings, LLC, which is the business conducted prior to the closing of the business combination, was deemed to be the acquiree and accounting predecessor. The Company’s financial results are distinguished between two distinct periods, the period prior to the business combination closing date (the “Predecessor” period) and the period after the closing date through December 31, 2022 (the “Successor” period), which reflects a new basis of accounting that is based on the fair value of net assets acquired. The financial results for the quarter and year ended December 31, 2021, presented in this release combine these two periods.

Non-GAAP Financial Measures

In addition to the financial results prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), this press release contains certain non-GAAP financial measures as defined by the SEC rules, including Adjusted EBITDA and Adjusted EBITDA PMPM, medical margin and network contribution. EBITDA is defined as GAAP net income (loss) before (i) interest, (ii) income taxes and (iii) depreciation and amortization. Adjusted EBITDA is defined as EBITDA, further Adjusted to exclude the effect of certain expenses, such as (i) mark-to-market warrant gain/loss, (ii) premium deficiency reserves, (ii) equity-based compensation expense and (vi) certain other items that we believe are not indicative of our core operating performances. Adjusted EBITDA PMPM is defined as Adjusted EBITDA divided by the number of at-risk Medicare Advantage members each month divided by the number of months in the period. We believe these non‐GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other similar companies. Medical margin represents the amount earned from capitation revenue after medical claims expenses are deducted. Medical claims expenses represent costs incurred for medical services provided to our members. As our platform grows and matures over time, we expect medical margin to increase in absolute dollars; however, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM. Furthermore, in light of COVID-19, we continue to evaluate the ultimate impact of the pandemic on medical margin. We define network contribution as total operating revenue less the sum of: (i) medical claims expenses and (ii) other medical expenses including physician compensation expense related to surplus sharing and bonuses and other direct medical expenses incurred to improve care for our members. We believe this metric provides insight into the economics of the P3 Care Model, as it includes all medical claims expense associated with our members’ care as well as partner compensation and additional medical costs we incur as part of our aligned partnership model. Other medical expenses are largely variable and proportionate to the level of surplus in each respective market, among other cost factors. We do not consider these non‐GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non‐GAAP financial measures. In addition, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. The tables at the end of this press release present a reconciliation of Adjusted EBITDA to net income (loss) and Adjusted EBITDA PMPM to net income (loss) PMPM, and medical margin and network contribution to operating income (loss) which are the most directly comparable financial measures calculated in accordance with GAAP.

Key Performance Metrics

In addition to our GAAP and non-GAAP financial information, the Company also monitors “at-risk members” to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. At-risk membership represents the approximate number of Medicare Advantage members for whom we receive a fixed PMPM fee under capitation arrangements as of the end of a particular period.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” or “will,” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements address various matters, including the Company’s future expected growth strategy and operating performance; current expectations regarding the ; the Company’s liquidity condition, outlook as to revenue, at-risk Medicare Advantage membership and Adjusted EBITDA loss for the full year 2023; and our expectation to achieve Adjusted EBITDA profitability in 2024, all of which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements 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 the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to our services; our ability to fund our growth and expand our operations; changes in laws and regulations applicable to our business; our ability to maintain our relationships with health plans and other key payers; the impact of COVID-19, including the impact of new variants of the virus, or another pandemic, epidemic or outbreak of infectious disease on our business and results of operation; increased labor costs; our ability to recruit and retain qualified team members and independent physicians; and other factors discussed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023, and in the Company’s other filings with the SEC. All information in this press release is as of the date hereof, and we undertake no duty to update or revise this information unless required by law. You are cautioned not to place undue reliance on any forward-looking statements contained in this press release.

P3 HEALTH PARTNERS INC and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

December 31,

2022

2021

ASSETS
CURRENT ASSETS:
Cash $

17,537

$

140,478

Restricted cash

920

356

Health plan receivable

72,092

50,251

Clinic fees and insurance receivable, net

822

1,090

Other receivable

6,678

727

Prepaid expenses and other current assets

2,643

6,959

TOTAL CURRENT ASSETS

100,692

199,861

LONG-TERM ASSETS:
Property and equipment, net

8,839

8,048

Goodwill

1,309,750

Intangible assets, net

751,050

835,839

Other long-term assets

15,990

10,611

TOTAL LONG-TERM ASSETS

775,879

2,164,248

TOTAL ASSETS (1) $

876,571

$

2,364,109

LIABILITIES, MEZZANINE EQUITY, and STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable $

11,542

$

5,469

Accrued expenses and other current liabilities

16,647

12,261

Accrued payroll

8,224

6,304

Health plan settlements payable

13,608

22,549

Claims payable

151,207

101,958

Premium deficiency reserve

26,375

37,836

Accrued interest

14,061

8,771

Current portion of long-term debt

46

Short-term debt

3,579

TOTAL CURRENT LIABILITIES

241,664

198,773

LONG-TERM LIABILITIES:
Operating lease liability

11,516

6,297

Warrant liabilities

1,517

11,383

Contingent consideration

4,794

3,487

Long-term debt, net

94,421

80,000

TOTAL LONG-TERM LIABILITIES

112,248

101,167

TOTAL LIABILITIES (1)

353,912

299,940

COMMITMENTS AND CONTINGENCIES (NOTE 17 AND NOTE 21)
MEZZANINE EQUITY
Redeemable non-controlling interest

516,805

1,790,617

STOCKHOLDERS’ EQUITY:
Class A common stock, $0.0001 par value; 800,000,000 shares authorized; 41,578,890 shares issued and outstanding as of December 31, 2022 and 2021

4

4

Class V common stock, $0.0001 par value; 205,000,000 shares authorized; 201,592,012 and 196,553,523 shares issued and outstanding as of December 31, 2022 and 2021, respectively

20

20

Additional paid in capital

315,375

312,946

Accumulated deficit

-309,545

-39,418

TOTAL STOCKHOLDERS’ EQUITY

5,854

273,552

TOTAL LIABILITIES, MEZZANINE EQUITY, and STOCKHOLDERS’ EQUITY $

876,571

$

2,364,109

Unaudited Consolidated Statements of Operations

(in millions, except per share amounts)

Successor

Three Months Ended

December 31, 2022

Successor

Three Months Ended

December 31, 2021

Successor

Year Ended

December 31, 2022

Successor

December 3, 2021

through

December 31, 2021

Predecessor

January 1, 2021

through

December 2, 2021

Combined

Year Ended

December 31, 2021

Operating Revenue:
Capitated Revenue

$

254.0

 

$

181.4

 

$

1,034.8

 

$

57.2

 

$

567.7

 

$

625.0

 

Other Patient Service Revenue

 

4.2

 

 

3.9

 

 

14.7

 

 

1.5

 

 

10.9

 

 

12.4

 

Total Operating Revenue

 

258.2

 

 

185.3

 

 

1,049.5

 

 

58.8

 

 

578.6

 

 

637.4

 

Operating Expenses (Income):
Medical Expenses

 

269.2

 

 

201.0

 

 

1,057.2

 

 

66.9

 

 

592.5

 

 

659.3

 

Premium Deficiency Reserve

 

(1.3

)

 

33.2

 

 

(11.5

)

 

26.3

 

 

11.6

 

 

37.8

 

Corporate, General and Administrative Expenses

 

39.7

 

 

63.3

 

 

157.3

 

 

17.0

 

 

100.2

 

 

117.2

 

Sales and Marketing Expenses

 

1.7

 

 

1.1

 

 

5.1

 

 

0.4

 

 

1.8

 

 

2.2

 

Goodwill Impairment

 

463.5

 

 

7.1

 

 

1,315.0

 

 

7.1

 

 

 

 

7.1

 

Depreciation and Amortization

 

22.0

 

 

0.4

 

 

87.3

 

 

 

 

1.6

 

 

1.6

 

Total Operating Expenses

 

794.8

 

 

306.2

 

 

2,610.4

 

 

117.7

 

 

707.7

 

 

825.3

 

Operating Loss

 

(536.5

)

 

(120.9

)

 

(1,560.9

)

 

(58.9

)

 

(129.1

)

 

(187.9

)

Other Income (Expenses):
Interest Expense, Net

 

(3.2

)

 

(3.7

)

 

(11.4

)

 

(0.9

)

 

(9.8

)

 

(10.7

)

Mark-To-Market Adjustment For Stock Warrants

 

6.5

 

 

6.7

 

 

9.9

 

 

2.3

 

 

(7.7

)

 

(5.4

)

Other Expense, Net

 

2.8

 

 

(0.3

)

 

2.8

 

 

(0.5

)

 

0.1

 

 

(0.3

)

Total Other Income (Expenses)

 

6.1

 

 

2.7

 

 

1.2

 

 

1.0

 

 

(17.3

)

 

(16.4

)

Loss Before Income Taxes

 

(530.5

)

 

(118.2

)

 

(1,559.7

)

 

(57.9

)

 

(146.4

)

 

(204.3

)

Provision For Income Taxes

 

(1.9

)

 

 

 

(1.9

)

 

 

 

 

 

 

Net Loss

 

(532.3

)

 

(118.2

)

 

(1,561.6

)

 

(57.9

)

 

(146.4

)

 

(204.3

)

Net Loss Attributable To Non-Controlling Interests

 

(438.3

)

 

(47.9

)

 

(1,291.4

)

 

(47.9

)

 

 

 

(47.9

)

Net Loss Attributable To Controlling Interests

($

94.0

)

($

70.3

)

($

270.1

)

($

10.1

)

($

146.4

)

($

156.5

)

NET LOSS PER SHARE (BASIC)

($

2.26

)

($

1.69

)

($

6.5

)

($

0.24

)

NA(1) NA(1)
NET LOSS PER SHARE (DILUTED)

($

2,260.23

)

($

1,690.16

)

($

6.5

)

($

0.24

)

NA(1) NA(1)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC)

 

41.6

 

 

41.6

 

 

41.6

 

 

41.6

 

NA(1) NA(1)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (DILUTED)

 

41.6

 

 

41.6

 

 

41.6

 

 

41.6

 

NA(1) NA(1)
 

(1) The Company analyzed the calculation of net loss per member unit for predecessor periods prior to the Business Combinations

Successor Predecessor
Year Ended
December 31,
2022
December 3, 2021
through December 31,
2021
January 1, 2021
through December 2,
2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss

-1,561,557

-57,938

$

-146,400

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization

87,289

7,150

1,575

Equity-based compensation

19,404

4,635

3,701

Goodwill impairment

1,314,952

Amortization of original issue discount and debt issuance costs

1,798

Accretion of contingent consideration

400

Mark-to-market of stock warrants

-9,865

-2,272

7,665

Premium deficiency reserve

-11,461

26,277

11,559

Changes in operating assets and liabilities:
Health plan receivable

-21,841

3,236

-2,770

Clinic fees, insurance, and other receivables

-5,338

1,467

-1,485

Prepaid expenses and other current assets

4,266

-4,704

4,254

Other long-term assets

100

Accounts payable, accrued expenses, and other current liabilities

6,082

7,732

34,224

Accrued payroll

1,920

3,158

-1,134

Health plan settlements payable

-8,941

-2,592

11,265

Claims payable

49,249

-971

19,097

Accrued interest

5,290

-498

5,216

Operating lease liability

4,032

-22

306

Net cash used in operating activities

-126,019

-15,342

-51,129

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment

-2,233

-120

-3,290

Acquisitions, net of cash acquired

-5,500

-47,879

-4,989

Notes receivable

143

70

Net cash used in investing activities

-7,733

-47,856

-8,209

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from PIPE, net of issuance costs

195,308

Proceeds from long-term debt, net of original issue discount

15,000

25,000

Proceeds from short-term debt

3,377

351

Payment of long-term debt

-46

-8

-186

Payment of debt issuance costs

-375

Payment of short-term debt

-3,579

Net cash provided by financing activities

11,375

198,677

24,790

Net change in cash and restricted cash

-122,377

135,479

-34,548

Cash and restricted cash at beginning of period

140,834

5,355

39,903

Cash and restricted cash at end of period

18,457

140,834

$

5,355

Reconciliation of Non-GAAP Adjusted EBITDA
(in millions)
Three Months Ended
December 31, 2022
Three Months Ended
December 31, 2021
Year Ended
December 31, 2022
Year Ended
December 31, 2021
Net Loss

($532)

($118)

(1,561.6)

($204)

Interest Expense, Net

3

4

11.4

11

Depreciation and Amortization Expense

22

8

87.3

9

Provision for Income Taxes

2

1.9

Goodwill Impairment

464

1,315.0

Mark-To-Market Adjustment of Stock Warrants

(7)

(7)

(9.9)

5

Premium Deficiency Reserve

(1)

33

(11.5)

38

Transaction and Other Related Costs

3

38

14.1

38

Equity-Based Compensation

2

7

19.4

8

Other

4

0

6.0

0

EBITDA, Adjusted

($40.1)

($35.6)

($127.9)

($95.5)

 
Reconciliation of Non-GAAP adjusted EBITDA / PMPM
(in PMPM $)
Three Months Ended
December 31, 2022
Three Months Ended
December 31, 2021
Year Ended
December 31, 2022
Year Ended
December 31, 2021
Net Loss

($532)

($118)

($1,562)

($204)

Interest Expense, Net

3

4

11

11

Depreciation and Amortization Expense

22

8

87

9

Provision for Income Taxes

2

2

Goodwill Impairment

464

1,315

Mark-To-Market Adjustment of Stock Warrants

(7)

(7)

(10)

5

Premium Deficiency Reserve

(1)

33

(12)

38

Transaction and Other Related Costs

3

38

14

38

Stock-Based Compensation

2

7

19

8

Other

4

0

6

0

EBITDA, Adjusted

($40.1)

($35.6)

($127.9)

($95.5)

PMPM

$ (133)

$ (177)

$ (106)

$ (119)

Successor

Predecessor

Year Ended
December 31,
2022
December 3, 2021
through December
31, 2021
January 1, 2021
through December
2, 2021
Capitated revenue $

1,034,800

$

57,224

$

567,735

Less: medical claims expenses

-972,725

-62,344

-550,869

Medical margin $

62,075

$

-5,120

$

16,866

The following table sets forth a reconciliation of our operating loss, the most directly comparable GAAP metric, to medical margin (in thousands):

Successor

Predecessor

Combined

Year Ended
December 31,
2022
December 3, 2021
through December
31, 2021
January 1, 2021
through December
2, 2021
January 1, 2021
through December
31, 2021
Operating loss $

-1,560,913

$

-58,888

$

-129,058

$

-187,946

Other patient service revenue

-14,671

-1,538

-10,867

-12,405

Other medical expenses

84,499

4,533

41,596

46,129

Premium deficiency reserve

-11,461

26,277

11,559

37,836

Corporate, general and administrative expenses

157,284

16,983

100,243

117,226

Sales and marketing expenses

5,096

364

1,818

2,182

Depreciation and amortization

87,289

7,149

1,575

8,724

Goodwill impairment

1,314,952

Medical margin $

62,075

$

-5,120

$

16,866

$

11,746

Successor Predecessor
Year Ended
December 31,
2022
December 3, 2021
through December
31, 2021
January 1, 2021
through December
2, 2021
Total operating revenue $

1,049,471

$

58,762

$

578,602

Less: medical claims expenses

-972,725

-62,345

-550,869

Less: other medical expenses

-84,499

-4,532

-41,596

Network contribution $

-7,753

$

-8,115

$

-13,863

The following table presents our network contribution (dollars in thousands):

Successor Predecessor Combined
Year Ended
December 31,
2022
December 3, 2021
through December
31, 2021
January 1, 2021
through December
2, 2021
January 1, 2021
through December
31, 2021
Operating loss

-1,560,913

$

-58,888

$

-129,058

$

-187,946

Premium deficiency reserve

-11,461

26,277

11,559

37,836

Corporate, general and administrative expenses

157,284

16,983

100,243

117,226

Sales and marketing expenses

5,096

364

1,818

2,182

Depreciation and amortization

87,289

7,149

1,575

8,724

Goodwill impairment

1,314,952

Network contribution

-7,753

$

-8,115

$

-13,863

$

-21,978

 

Investor Relations

Karen Blomquist

Vice President, Investor Relations

P3 Health Partners

[email protected]

Kassi Belz

Executive Vice President, Communications

P3 Health Partners

(904) 415-2744

[email protected]

KEYWORDS: Nevada United States North America

INDUSTRY KEYWORDS: General Health Seniors Consumer Health Managed Care

MEDIA:

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PyroGenesis Announces 2022 Fourth Quarter and Year End Results

MONTREAL, March 31, 2023 (GLOBE NEWSWIRE) — PyroGenesis Canada Inc. (http://pyrogenesis.com) (TSX: PYR) (NASDAQ: PYR) (FRA: 8PY), a high-tech company (hereinafter referred to as the “Company” or “PyroGenesis”), that designs, develops, manufactures and commercializes advanced plasma processes and sustainable solutions which are geared to reduce greenhouse gases (GHG), is pleased to announce today its financial and operational results for the fourth quarter and the fiscal year ended December 31st, 2022.

“The industrial decarbonization policy landscape continues to evolve in ways that we expect to benefit the long-term success of our company,” said Mr. P. Peter Pascali, President and CEO of PyroGenesis. “Forward leaning social sentiment has long been the major input driving public and corporate policy on matters like energy transition. Now, with political, structural, and economic forces quickly catching up, PyroGenesis sees itself in a privileged position of being asked not only to supply merchandise, but also directly help customers uncover new avenues for change and transition. It is why, despite a revenue pullback in 2022, that we continue to be excited for the future, and why we have refined our strategy to better reflect the opportunity to directly impact transformational outputs stemming from heavy industry policy change.”

“In Q4, the Company delivered revenue of $3.3 million, and for the full year 2022, revenue was $19 million. From a revenue perspective, it is disappointing that a slower pace of technology adoption occurred in 2022 than was anticipated – particularly with our aluminum sector prospects, as companies adjusted at various points to shortages of raw materials, soaring energy prices, and ongoing international trade and supply chain volatility – which weighed negatively on our results compared to 2021. The Company acknowledges that it is selling into industries contemplating significant technological change, especially in regard to fuel switching to electricity, and with that may come various ramifications including the possibility for significant time lags as customers conduct lengthy due diligence to counter the types of concerns likely seen only during major paradigm shifts. As such, revenues are likely to be irregular and unpredictable quarter to quarter. These possibilities notwithstanding, a renewed interest in business lines such as waste destruction, along with the implementation of cost and resourcing refinements that allowed the Company to post an exceptional 42.8% full year margin, reinforces management’s overall positive undercurrent,” Mr. Pascali added.

Mr. Pascali continued, “While a level of measured caution will continue to exist for even the most sophisticated of potential customers, the degree of uncertainty around decarbonization was reduced further during 2022. As governments – especially in North America with the US Inflation Reduction Act and the major increases to Canadian green energy investment tax credits – implemented billion-dollar incentive programs toward a low-carbon economy, PyroGenesis was engaged in several industry-requested technology research initiatives. While signed order intake slowed in 2022, customer-partnered studies and research increased substantially. There is no guarantee, but we feel that this level of client interaction at the business development level serves to deepen industry relationships and bodes well for future revenue opportunities,” Mr. Pascali added.

Mr. Pascali concluded, “In 2023, we will remain focused on driving major lines of business toward widespread acceptance, moving newer innovations closer to commercialization, and maintaining high margins. Beyond all else, we will strive to close more deals as a result of the volume of client studies underway. With the introduction and rollout of our refined business strategy, outlined in greater detail further below, we believe this to be possible.”

The information below represents important highlights from the past year, followed by an outline of the company’s strategy and outlook for 2023.

Key Strategic Actions


Major Deliverables and Business Milestones

  • Titanium Powder Commercial Orders: During 2022, the Company announced it had received and completed its first two commercial orders for Titanium powders using its NexGen™ plasma atomization process. The first, for 100kg, was under its mutually exclusive partnership agreement with Aubert & Duval, a major supplier of metal powders for additive manufacturing serving the Aerospace, Energy, Transport, Medical, Defense, and Automotive sectors; the second, also for 100kg, was to a confidential customer.

  • Iron Ore Pelletization Torches: During 2022, the Company continued to progress its major initiative to supply electric plasma torch systems to large iron ore companies for first-ever trials in this important upstream part of the steelmaking process. In July 2022, the first plasma system plus required components was completed and delivered to a client. Subsequent to year-end 2022, in January 2023, four electric plasma torch systems plus required components were delivered to a second client. These clients are two of the largest iron ore companies in the world and each has made a significant financial and logistical commitment over the past two years to test plasma as a possible replacement for the diesel and/or natural gas furnace burners needed for iron ore pellet baking. Live on-site trials and testing will be conducted per client-defined scheduling, based on the Client’s own resourcing and logistical decisions of which the Company has no input.

  • Metal Powder Aerospace Client Qualification: In September 2022, the Company announced it had completed the in-house quality audit of its NexGen™ metal powder production facility and process, which it also later passed subsequent to year-end 2022, by a large global aerospace client. The in-house audit was part of an almost two year long process of qualification by the client, towards an end-goal of being a certified supplier of titanium metal powders to the client, its suppliers, and service centers. With the audit completed, the Company’s powders will be tested per client-defined scheduling and, if successful, contract discussions for the purchase of powders are expected to follow.


Innovations

  • Aluminum Scrap Remelting: In May 2022, the Company announced it had undertaken a joint evaluation with a major manufacturer to test PyroGenesis’ zero-emission plasma torches in the Client’s aluminum scrap remelting and holding furnaces. This was one of several secondary or tertiary aluminum producers who are investigating the Company’s electric plasma torches to replace fossil fuels in recycled aluminum production, holding tank heating, or cast houses.

  • Carbon-anode baking: The Company announced in June 2022 it had undertaken a joint initiative with a premier applied engineering and process optimization firm in the global aluminum industry, focused on utilizing PyroGenesis’ zero-emission plasma torches in carbon anode baking – a vital upstream step in the aluminum production process. Carbon anodes, which are used as an electrical conductor during the aluminum smelting process but constantly consumed, are traditionally produced using natural gas baking; reducing fossil fuel use while optimizing the anode baking process is an objective in the industry for manufacturers of high-grade anodes.

  • Spent-pot linings: The Company continues to progress the previously announced initiative to develop a solution to recover residues of aluminum pot linings, in conjunction with project partner Aluminerie Alouette (co-owned by Rio Tinto and Norsk Hydro), the largest primary aluminum smelter in the Americas. The solution under development is intended to safely recover valuable metals and various compounds from the heavily contaminated carbon-lined cells or “pots” from inside a smelter, which degrade over time and must be removed and safely disposed. The project evolved throughout 2022, with additional technology benchmarks being met, and with the Company and Aluminerie Alouette deepening their relationship with a further commitment.

  • Magnesium Recovery and Valorization: In September 2022, the Company announced it was selected by an international producer of magnesium metal to develop and test two processes: a method to clean and decontaminate particulate matter produced during primary magnesium production, and to process the metal waste stream known as dross, for the purpose of recovering valuable metal. Dross recovery is not widespread in the magnesium industry, due to the complexity of the process and the inherent challenges of working with magnesium – a very combustible and volatile metal that is highly reactive to oxygen. With PyroGenesis’ expertise in recovering high-value metal from dross in other industries (such as aluminum), the Company believes it has the solution to the specific challenges posed by magnesium, potentially opening up a large opportunity for growth, while decreasing the Client’s environmental impact.

  • Turquoise Hydrogen Production: The Company continues to progress the previously announced initiative to produce an environmentally-friendly hydrogen. In November 2022, the Company successfully produced hydrogen from methane using this ZCE hydrogen production technology. Because it uses electricity in the form of plasma rather than combustion of fossil fuels, this hydrogen is typically referred to as “Turquoise Hydrogen”. The process also produces a solid carbon byproduct that has many industrial applications (including the production of car tires, coatings, plastics, and batteries) and is considered an important raw material.


Operational

  • European Metal Powders Production: Throughout 2022, the Company continued to evolve its strategy, first announced in July 2022, for European market expansion for its titanium metal powder line of business – with the goal to eventually build and operate a metal powder production facility in Europe. Subsequent to year-end 2022, in Q1 2023 the Company announced expansion of its strategy team, with the hiring of a key Europe-based executive with a long track-record across sales, marketing, and business process in the metals industry, particularly the aerospace, space, and defense markets.

  • Quality Management Process Certification: In November 2022, the Company passed its annual quality audit for two key international standards: ISO 9001:2015, and AS9100D, the latter being a quality management designation specific to the aerospace industry. The audits encompassed all of PyroGenesis’ facilities for the purpose of meeting compliance with the existing quality management designations. Additionally, as a result of this audit, the Company’s newest facility located at 9371 Wanklyn St. in LaSalle, Quebec, was officially added to the ISO 9001:2015 certification. Separately, the Company continues on its path to become ISO 13485:2016 certified, a Quality Management System designation required by most manufacturers within the medical devices and related services industry.


Financial

  • Private Placement: In October 2022, the Company completed a non-brokered private placement consisting of the issuance and sale of 1,014,600 units of the Corporation at a price of $1.30 per unit, for gross proceeds of $1,318,980 to the Company. The closing price of the common shares of the Company on October 18, 2022, the last trading day prior to the closing of the private placement, was $1.17. Each Unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $1.75 until October 19, 2024. The issued common shares and warrants as well as the common shares underlying the warrants are subject to a statutory hold period of four months and one day from the date of closing, in accordance with applicable securities legislation.

Outlook

Consistent with the Company’s past practice, and in view of the early stage of market adoption of our core lines of business, we are not providing specific revenue or net income (loss) guidance for 2023.

In 2023, we continue our plan to increase sales, marketing, and R&D efforts in-line with– and in some cases ahead of – the growth curve for industrial change related to greenhouse gas reduction efforts. This includes expanded technology offering and capabilities across the industrial value chain, using an updated strategy that sees the Company bundle its solution-set into verticals that represent key economic drivers for heavy industry.

Overall Strategy

PyroGenesis provides technology solutions to heavy industry that leverage off of the Company’s proprietary position and expertise in ultra-high temperature processes. The Company has evolved from its early roots of being a speciality-engineering firm to being a provider of a robust technology eco-system for heavy industry that helps address key strategic goals.

Aligning Business Lines to Economic Drivers

As interest in the Company’s products has increased and the variety of uses for its core technologies has expanded, the Company has evolved its strategy to concentrate its solution set under three categories. These categories represent economic drivers that are key to global heavy industry:

1. Energy Transition & Emission Reduction:

  • fuel switching, utilizing the Company’s electric-powered plasma torches and biogas upgrading technology to help heavy industry reduce fossil fuel use and greenhouse gas emissions.

2. Commodity Security & Optimization:

  • recovery of viable metals, and optimization of production to increase output, to maximize raw materials and improve availability of critical minerals.

3. Waste Remediation:

  • safe destruction of hazardous materials, and the recovery and valorization of underlying substances such as chemicals and minerals.

Within each category the Company offers several solutions at different stages leading up to commercialization, including the partial list in the diagram below:

The Company believes its strategy to be timely, as multiple heavy industries are committing to major carbon and waste reduction targets at the same time as many governments are increasingly funding environmental technologies and infrastructure projects – all while both are making efforts to ensure the availability of critical minerals during the coming decades of increased output demand.

While there can be no guarantee, the Company believes this evolution of its strategy beyond a greenhouse gas emission reduction emphasis, to an expanded focus that encapsulates the key verticals listed above, both improves the Company’s chances for success while also providing a clearer picture of how the Company’s wide array of offerings work in tandem to support heavy industry goals.

PyroGenesis’ market opportunity remains large, as major industries such as aluminum, steelmaking, manufacturing, and government require factory-ready, technology-based solutions to help steer through the paradoxical landscape of increasing demand and tightening regulations and material availability.

As more of the Company’s offerings reach full commercialization, PyroGenesis will remain focused on attracting influential customers in broad markets, and ensuring that operating expenses are controlled to achieve profitable growth.

Financial Summary

Revenues

PyroGenesis recorded revenue of $3.3 million in the fourth quarter of 2022 (“Q4, 2022”), representing a decrease of $3.9 million compared with $7.2 million recorded in the fourth quarter of 2021 (“Q4, 2021”). Revenue for fiscal 2022 was $19.0 million a decrease of $12.1 million over revenue of $31.1 million compared to fiscal 2021.

Revenues recorded in fiscal 2022 were generated primarily from:
  (i) PUREVAP™ related sales of $6,272,697 (2021 – $6,138,111)
  (ii) DROSRITE™ related sales of $1,912,807 (2021 – $7,940,771)
  (iii) support services related to systems supplied to the US Navy $1,288,356 (2021 – $7,522,809)
  (iv) torch related sales of $5,558,210 (2021 – $2,084,511)
  (v) biogas upgrading & pollution controls of $3,347,443 (2021 – $6,800,090)
  (vi) other sales and services $633,990 (2021 – $582,058)

Q4, 2022 revenues decreased by $3.9 million, mainly as a result of:

  • PUREVAP™ related sales decreased by $0.1 million due to the project nearing its completion, with the phase of the project being mainly testing,
  • DROSRITE™ related sales decreased by $1 million due to customer delays in funding for the construction of the onsite facility,
  • Support services related to systems supplied for the US Navy decreased by $1.3 million due to a revision in the cost budget which effects the revenue recognized by percentage completion. As of December 31, 2022, the customer has not provided a firm purchase order for the change in project scope, however, the Company expects to do so in 2023, and
  • Biogas upgrading and pollution controls related sales decreased by $3.1 million due to clients requesting additional modifications prior to installation and commissioning, as well as continuous testing to achieve desired results.

Fiscal 2022 revenues decreased by $12.1 million, mainly as a result of:

  • DROSRITE™ related sales decreased by $6.0 million due to client delays in funding for the construction of the onsite facility,
  • Support services related to systems supplied for the US Navy decreased by $6.2 million due to the project nearing its completion with remaining milestones based largely on inspections and shipment of the equipment, as well as, additional out of scope work costs incurred and not yet reflected in receipt of purchase order modifications, and
  • Biogas upgrading and pollution controls decreased by $3.4 million due to the continuous effort in reaching desired results in order to advance to final steps, such as, commissioning.

PUREVAP™ related sales includes revenue from the sale of technologies in the amount of $3.6 million ($3.3 million in 2021). See note 7 to the 2022 consolidated financial statements.

As of March 30, 2023, revenue expected to be recognized in the future related to backlog of signed and/or awarded contracts is $32.4 million. Revenue will be recognized as the Company satisfies its performance obligations under long-term contracts, which is expected to occur over a maximum period of approximately 3 years.

Cost of Sales and Services and Gross Margins

Cost of sales and services was $2.8 million in Q4, 2022, representing a decrease of 52% compared to $5.9 million in Q4, 2021, primarily due to decreases in subcontracting $0.1 million (Q4, 2021 – $0.2 million), direct materials $1.0 million (Q4, 2021 – $4.5 million), manufacturing overhead & other $0.3 million (Q4, 2021 – $0.4 million), foreign exchange charge on materials $0.2 million, (Q4, 2021 – ($0.3 million), which is largely due to the decrease in product and service-related revenues, as well as being negatively impacted by the foreign exchange charge on materials, and a decrease in investment tax credits ($0.02 million) due to a lower levels of qualifying projects.

Fiscal 2022, cost of sales and services was $10.9 million, representing a decrease of 42% compared to $18.6 million in 2021, primarily due to the decrease of product and service-related revenues in the Company and its subsidiaries. Decreases in direct materials $4.7 million (2021 – $14.3 million) and investment tax credits ($0.07 million) (2021 – ($0.1 million)), were offset by the increases in employee compensation $3.7 million (2021 – $2.6 million), subcontracting $1.3 million (2021 – $0.9 million), manufacturing overhead & other $1.4 million (2021 – $1.1 million), foreign exchange charge on materials ($1.0 million) (2021 – ($0.6 million), totaling an increase of $5.4 million compared to $4.1 million in 2021. The increase in employee compensation, subcontracting, and manufacturing overhead & other is primarily related to an increase in labour intense projects, which require additional engineering hours, as well as specific subcontracting work related to equipment capacity improvements, mainly for torch-related sales, and the increase to manufacturing and other was due to higher utility costs, and equipment rentals, such as cranes and power generators. These increases were offset by the decrease in direct materials and by the foreign exchange charge on materials.

The gross margin for Q4, 2022 was $0.5 million or 14.5% of revenue compared to a gross margin of $1.3 million or 18.1% of revenue for Q4, 2021, the decrease in gross margin was mainly attributable to the negative impact in foreign exchange charge on materials of $0.5 million.

Fiscal 2022, gross margin was $8.1 million or 42.8% of revenue compared to a gross margin of $12.4 million or 40% for fiscal 2021. As a result of the type of contracts being executed, the nature of the project activity, as well as the composition of the cost of sales and services, the mix between labour, materials and subcontracts may be significantly different. The cost of sales and services for 2022 and 2021 are in line with management’s expectations and with the nature of revenue.

Investment tax credits recorded against cost of sales are related to projects that qualify for tax credits from the provincial government of Quebec. Qualifying tax credits decreased in Q4, 2022 to $0.02 million compared to $0.07 million for Q4,2021. In 2022, $0.07 million compared to $0.1 million in 2021. The decrease in fiscal 2022 is primarily related to less contracts being eligible for qualifying tax credits.

The amortization of intangible assets for Q4, 2022 was $0.2 million compared to $0.4 million for Q4, 2021. In 2022, the amortization of intangible assets was $0.9 million compared to $0.5 million for 2021. The increase in 2022, relates mainly to the intangible assets in connection with the Pyro Green-Gas acquisition, patents and deferred development costs. These expenses are non-cash items and will be amortized over the duration of the patent lives.

Selling, General and Administrative Expenses

Included within Selling, General and Administrative expenses (“SG&A”) are costs associated with corporate administration, business development, project proposals, operations administration, investor relations and employee training.

SG&A expenses for Q4, 2022 were $10.4 million, representing a decrease of 13% compared to $11.9 million for Q4, 2021. The decrease is mainly a result of employee compensation decreasing to $2.5 million (Q4, 2021 – 4.6 million), due to lower levels of eligible commissions and bonuses, a decrease in share-based compensation of $3.6 million (a non- cash expense related to a Q4 2021 grant not repeated in 2022), and a decrease in other expenses, which in Q4 2021 comprised of insurances, taxes, interest, and bank charges. Professional fees for Q4 2022 were greater due to an increase in legal fees, accounting fees, investor relation fees and patent expenses. In addition, in Q4 2022 a credit loss of $4.5 million was recorded related to collection of accounts receivable, also a non-cash expense.

SG&A expenses for fiscal 2022 were $29.0 million, representing an increase of 7% compared to $27.2 million for fiscal 2021. The SG&A expense now includes those of Pyro Green-Gas for the full year, versus approximately 5 months for fiscal 2021, increased due to the following:

  i) a decrease of $0.6 million in employee compensation primarily due to a decrease in commissions and bonuses,
  ii) an increase of $1.3 million for professional fees, primarily due to an increase in consulting fees, accounting and audit fees, legal fees, investor relation fees and public listing fees,
  iii) an increase of $0.5 million in office and general expenses, is primarily due to information technology expenses including those related to the new ERP system,
  iv) depreciation on property and equipment increased by $0.2 million due to higher amounts of property and equipment being depreciated,
  v) Bad debt provision increased by $4.5 million, of which $4.2 million is attributable to accounts receivable and $0.3 million related to costs and profits in excess of billings on uncompleted contracts.

Separately, share-based payments decreased to $1.3 million for Q4, 2022 (Q4, 2021 – $4.9 million) and decreased to $5,538,463 in 2022, compared to $9,762,745 over the same period in 2021. This was directly impacted by the vesting structure of the stock option plan with options vesting between 10% and 100% on the grant date requiring an immediate recognition of that cost.

Depreciation on Property and Equipment

During the three months ended December 31, 2022, deprecation on property and equipment increased to $0.2 million compared to $0.1 million for the same period in the prior year. The 54% increase is due to the equipment under construction placed in service.

The depreciation on property and equipment increased to $0.6 million in 2022, compared to $0.4 million in 2021. The 70% increase is due to higher amounts of property and equipment being depreciated.

Research and Development (“R&D”) Expenses

During the three months ended December 31, 2022, the Company incurred $0.7 million of R&D expenses, net of government grants, on internal projects in Q4 2022, a decrease of 36% compared to $1.1 million for the same period in the prior year.

The Company incurred $2.3 million of R&D expenses, net of government grants, on internal projects in 2022, a decrease of 9% compared to $2.5 million in 2021. The decrease in 2022 is due to a decrease in R&D activities, the type of contracts being executed, the nature of the project activity, and the decrease in government grants of $Nil compared to ($0.1 million) reported in 2021.

In addition to internally funded R&D projects, the Company also incurred R&D expenditures during the execution of client-funded projects. These expenses are eligible for Scientific Research and Experimental Development (“SR&ED”) tax credits. SR&ED tax credits on client-funded projects are applied against cost of sales and services (see “Cost of Sales” above).

Financial Expenses

During the three months ended December 31, 2022, financial expenses decreased to $0.03 million compared to $0.3 million for the same period in the prior year. The decrease is due to the various decreases in interest on term loans, penalties, and other interest expenses, not repeated in 2022.

Financial expenses for 2022 totaled $0.6 million as compared with $0.4 million for 2021, representing an increase of $0.1 million year-over-year. The increase in finance costs, is primarily attributable to the increase in accretion on the balance due on business combination and interest on the increased lease liability balance.

Strategic Investments

During the three months ended December 31, 2022, the adjustment to the fair market value of strategic investments resulted in a loss of $0.2 million compared to $11.0 million for the same period in the prior year. The 98% increase is primarily due to the closing share price of the HPQ common shares, used in determining the fair value.

The adjustment to the fair market value of strategic investments in 2022 resulted in a loss of $8.3 million compared to a loss in the amount of $21.4 million in 2021, representing a variation of $13.1 million. The variation is primarily attributable to closing share price of the HPQ common shares, used in determining the fair value of common shares and warrants owned by the Company of HPQ Silicon Inc.

Comprehensive (Loss) Income

The comprehensive loss for 2022 of $32.2 million compared to a loss of $38.4 million, in 2021, represents a decrease of 16% year-over-year. The variation of $6.3 million in the comprehensive loss in 2022 is primarily attributable to the factors described above, which have been summarized as follows, and includes the profit and loss items of Pyro Green-Gas since the acquisition date:

(i) a decrease in product and service-related revenue of $12.1 million arising in 2022,

(ii) a decrease in cost of sales and services of $7.8 million, primarily due to a decrease in direct materials, and investment tax credits,

(iii) an increase in SG&A expenses of $1.8 million arising in 2022 primarily due to an increase in professional fees, office & general, travel, depreciation of property and equipment, depreciation of ROU assets, government grants, other expenses, and the allowance for credit loss of $4.5 million,

(iv) a decrease in R&D expenses of $0.2 million primarily related to the decrease in government grants and an increase in investment tax credits,

(v) a decrease in share-based expenses of $4.2 million,

(vi) a decrease in changes in fair market value of strategic investments and net finance costs of $12.9 million,

(vii) a decrease in income taxes of $815,944.

In Q4 2022, the comprehensive loss is $11.6 million favorable, compared to Q4 2021, due to the reasons detailed above and summarized mainly as the reduction is revenue of $3.9 million, favorable impact of SG&A salaries and share-based expenses, offset by the allowance for credit loss of $4.48 million and an adjustment for change in fair value of strategic investment which is $10.8 million favorable versus Q4 2021.

Liquidity and Capital Resources

As at December 31, 2022, the Company had cash of $3.4 million, included in the net working capital of $1.7 million. Certain working capital items such asBillings in excess of costs and profits on uncompleted contractsdo not represent a direct outflow of cash. The Company expects that with its cash, liquidity position, the proceeds available from the strategic investment and access to capital markets it will be able to finance its operations for the foreseeable future.

The Company’s term loan balance at December 31, 2022 was $389,987, and the increase since January 1, 2022, was mainly attributable to the additional proceeds received on the Economic Development Agency of Canada loan. This loan is interest free and will remain so, until the balance is paid over the 60 month period ending March 2029. The average interest expense on the other term loans was 7.2% in 2022 and in 2021. The Company does not expect changes to the structure of term loans in the next fiscal year. The Company maintained two credit facilities which bear interest at variable rates of 7.45% and 8% at December 31, 2022. The Company expects to reimburse a portion of the credit facilities during 2023, and extending the due date of the remaining balance, while maintaining the similar conditions.

About PyroGenesis Canada Inc.

PyroGenesis Canada Inc., a high-tech company, is a proud leader in the design, development, manufacture and commercialization of advanced plasma processes and sustainable solutions which reduce greenhouse gases (GHG) and are economically attractive alternatives to conventional “dirty” processes. PyroGenesis has created proprietary, patented and advanced plasma technologies that are being vetted and adopted by industry leaders in four massive markets: iron ore pelletization, aluminum, waste management, and additive manufacturing. With a team of experienced engineers, scientists and technicians working out of its Montreal office, and its 3,800 m2 and 2,940 m2 manufacturing facilities, PyroGenesis maintains its competitive advantage by remaining at the forefront of technology development and commercialization. The operations of PyroGenesis are ISO 9001:2015 and AS9100D certified, having been ISO certified since 1997. For more information, please visit: www.pyrogenesis.com.

Cautionary and Forward-Looking Statements

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws, including, without limitation, statements regarding anticipated use of the net proceeds of the Private Placement. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance.

Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the risk factors identified under “Risk Factors” in the Company’s latest annual information form, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities, all of which are available under the Company’s profile on SEDAR at www.sedar.com, or at www.sec.gov. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statement, except as required by applicable securities laws.

Neither the Toronto Stock Exchange, its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) nor the NASDAQ Stock Market, LLC accepts responsibility for the adequacy or accuracy of this press release.


FURTHER INFORMATION

Additional information relating to Company and its business, including the 2022 Financial Statements, the Annual Information Form and other filings that the Company has made and may make in the future with applicable securities authorities, may be found on or through SEDAR at www.sedar.com, EDGAR at www.sec.gov or the Company’s website at www.pyrogenesis.com.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is also contained in the Company’s most recent management information circular for the most recent annual meeting of shareholders of the Company.

For further information please contact:
Rodayna Kafal, Vice President, IR/Comms. and Strategic BD
Phone: (514) 937-0002, E-mail: [email protected]

RELATED LINK: http://www.pyrogenesis.com/

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/e92b6059-abc2-46f8-ab10-1701330ce242



Instil Bio Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update

Instil confirms cash runway beyond 2026

ITIL-306 phase 1 study anticipated to receive CTA clearance from UK MHRA in 2H’2023

Anticipate initial clinical data from ITIL-306 phase 1 program in 2024

DALLAS, March 31, 2023 (GLOBE NEWSWIRE) — Instil Bio, Inc. (“Instil”) (NASDAQ: TIL), a clinical-stage biopharmaceutical company focused on developing tumor infiltrating lymphocyte, or TIL, therapies for the treatment of patients with cancer, today reported its fourth quarter and full-year 2022 financial results and provided a corporate update.

Fourth
Quarter
2022
Highlights and Anticipated Milestones:

  • Instil confirms cash runway beyond 2026 with consolidation of R&D operations to the UK: In January 2023, the Company announced the consolidation of the Phase 1 clinical trial and related manufacturing of CoStAR-TIL™ to its active operations in Manchester, UK leading to an extension of the expected cash runway to beyond 2026. Instil’s Manchester, U.K. operations have extensive experience and success in the manufacture and development of TIL and other cell therapy products since 2011. Instil continues to pursue a potential lease or sale of its commercial manufacturing facility in Tarzana, California. Under the current operating plan, starting in the second half of 2023, we expect quarterly cash burn of less than $10 million through the end of 2024.

  • ITIL-306 phase 1 study in UK anticipated to initiate in 2H’2023: Instil anticipates initiating a phase 1 study of ITIL-306 in the United Kingdom in the second half of 2023 following anticipated Clinical Trial Application, or CTA, clearance from the Medicines and Healthcare products Regulatory Agency, or MHRA. Instil anticipates initial clinical data from the ITIL-306 program in 2024.

  • Prioritization of ITIL-306 after discontinuation of ITIL-168 and subsequent consolidation to the UK for manufacturing: After a voluntary pause of the DELTA-1 trial for ITIL-168 in October 2022 due to a decreased rate of successful manufacturing of ITIL-168, the Company discontinued the program in December 2022 and announced a reduction in U.S. headcount and prioritization of CoStAR-TIL programs, including ITIL-306.

Fourth
Quarter
2022
Financial and Operating Results:

As of December 31, 2022, Instil had $260.9 million in total cash and cash equivalents and marketable securities, comprised of $43.7 million in cash and cash equivalents and $217.2 million in marketable securities, compared to $454.1 million in total cash and cash equivalent and marketable securities, comprised of $37.6 million in cash and cash equivalents and $416.5 million in marketable securities, as of December 31, 2021. Instil expects that its cash, cash equivalents and marketable securities as of December 31, 2022 will enable it to fund its operating plan beyond 2026.

Research and development expenses were $20.7 million and $141.1 million for the fourth quarter and full year ended December 31, 2022, respectively, compared to $42.6 million and $107.3 million for the fourth quarter and full year ended December 31, 2021, respectively.

General and administrative expenses were $12.9 million and $62.2 million for the fourth quarter and full year ended December 31, 2022, respectively, compared to $11.2 million and $48.3 million for the fourth quarter and full year ended December 31, 2021, respectively.

Restructuring and impairment charges were $23.2 million for the fourth quarter and full year ended December 31, 2022.

INSTIL BIO, INC.

SELECTED FINANCIAL DATA

(Unaudited; in thousands, except share and per share amounts)

Statements of Operations

       
  Three Months Ended

December 31,
  Year Ended December 31,
  2022   2021   2022   2021
Operating expenses:              
Research and development $       20,722    $       42,577    $    141,056    $     107,251 
General and administrative          12,910             11,175             62,235             48,309 
Restructuring and impairment charges          23,167                     —            23,167                      —
Total operating expenses          56,799             53,752           226,458           155,560 
Loss from operations        (56,799)          (53,752)        (226,458)        (155,560)
Interest income            1,796                     35              3,655                     80
Interest expense              (745)                    —            (1,883)                     —
Other income (expense), net            1,299                 (573)                (564)             (1,275)
Loss before income tax expense        (54,449)          (54,290)        (225,250)        (156,755)
Income tax benefit (expense)               605            (1,060)              2,073                   (39)
Net loss $     (53,844)   $     (55,350)   $   (223,177)   $   (156,794)
Net loss per share, basic and diluted $         (0.41)   $         (0.43)   $         (1.72)   $          (1.48)
Weighted-average shares used in computing net loss per share, basic and diluted 129,872,810    128,952,362    129,512,610    105,993,230 

Selected Balan
ce Sheet Data
       
  December 31,
2022
  December 31,
2021
Cash, cash equivalents and marketable securities         $         260,920           $         454,099        
Total assets         $         482,128           $         609,983        
Total liabilities         $         118,523           $         54,784        
Convertible preferred stock and stockholders’ equity         $         363,605           $         555,199        



Note Regarding Use of Non-GAAP Financial Measures

In this press release, Instil Bio has presented certain financial information that has not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures include non-GAAP net loss and non-GAAP net loss per share, which are defined as net loss and net loss per share, respectively, excluding non-cash stock-based compensation expense. Instil Bio believes that these non-GAAP financial measures, when considered together with the GAAP figures, can enhance an overall understanding of Instil Bio’s financial performance. The non-GAAP financial measures are included with the intent of providing investors with a more complete understanding of Instil Bio’s operating results. In addition, these non-GAAP financial measures are among the indicators Instil Bio’s management uses for planning purposes and to measure Instil Bio’s performance. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The non-GAAP financial measures used by Instil Bio may be calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies. Please refer to the below reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures.

  Three Months Ended

December 31,
  Year Ended December 31,
  2022   2021   2022   2021
Net loss $     (53,844)   $     (55,350)   $   (223,177)   $   (156,794)
Adjustments:              
Non-cash stock-based compensation expense            6,643              8,904            30,441            26,197
Non-GAAP net loss $     (47,201)   $     (46,446)   $   (192,736)   $   (130,597)
Non-GAAP net loss per share, basic and diluted $         (0.41)   $         (0.43)   $         (1.72)   $          (1.48)
Adjustments              
Non-cash stock-based compensation expense per share              0.05                0.07                0.24                 0.25
Non-GAAP net loss per share, basic and diluted*. $         (0.36)   $         (0.36)   $         (1.48)   $          (1.23)
Weighted-average shares used in computing net loss per share, basic and diluted 129,872,810   128,952,362   129,512,610   105,993,230

* Non-GAAP net loss per share, basic and diluted may not total due to rounding.

About Instil Bio

Instil Bio, Inc. (Nasdaq: TIL) is a clinical-stage biopharmaceutical company focused on developing TIL therapies for the treatment of patients with cancer. Instil has assembled an accomplished management team with a successful track record in the research, development and manufacture of cell therapies. Using its proprietary and optimized manufacturing processes at its in-house manufacturing facilities, Instil is developing a novel class of genetically engineered TIL therapies using its Co-Stimulatory Antigen Receptor, or CoStAR™, platform, including ITIL-306, a next-generation, genetically-engineered TIL therapy using the CoStAR platform, for multiple solid tumors. For more information visit www.instilbio.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” “potential,” “projects,” and “will” or similar expressions are intended to identify forward-looking statements. Forward-looking statements include statements concerning or implying the therapeutic potential of our product candidates, our research, development and regulatory plans for our product candidates, including our expectations of CTA clearance from the MHRA, the timing of our ongoing and potential future clinical trials and studies and the availability of data therefrom, including our expectations concerning the initiation of, and timing of updates, on our ITIL-306 clinical trial in the United Kingdom, the potential for us to make submissions concerning, and for our product candidates to receive, regulatory approval from the FDA, MHRA or equivalent foreign regulatory agencies and whether, if approved, these product candidates will be successfully distributed and marketed, the anticipated sale or lease of our Tarzana, California manufacturing facility, our cash runway and quarterly cash burn, and other statements that are not historical fact. Forward-looking statements are based on management’s current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by such forward-looking statements, including risks and uncertainties associated with the costly and time-consuming cell therapy product development process and the uncertainty of clinical success, including risks related to failure or delays in successfully initiating, enrolling, reporting data from or completing clinical studies, as well as the risks that results obtained in clinical trials to date may not be indicative of results obtained in ongoing or future trials and that Instil’s product candidates may otherwise not be effective treatments in their planned indications; macroeconomic conditions, including as a result of the ongoing COVID-19 pandemic, the ongoing conflict between Russia and Ukraine, bank failures and other factors, which could materially and adversely affect Instil’s business and operations, including Instil’s ability to timely initiate, enroll and complete its ongoing and future clinical trials; the time-consuming and uncertain regulatory approval process; risks inherent in manufacturing and testing of cell therapy products; the sufficiency of Instil’s cash resources, and other risks and uncertainties affecting Instil and its development programs, including those discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 to be filed with the SEC. Additional information will be made available in other filings that we make from time to time with the SEC. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as the date hereof, and we disclaim any obligation to update these statements except as may be required by law.

Contacts:

Investor Relations:

1-972-499-3350


[email protected]



www.instilbio.com

 



VAALCO Energy, Inc. Announces Preliminary Unaudited Fourth Quarter and Full Year 2022 Results and Provides 2023 Guidance

Increased Year-End 2022 Sec Proved Reserves by 149% to 27.9 MMBOE With PV-10 Value Up 529% to $624 Million

HOUSTON, March 31, 2023 (GLOBE NEWSWIRE) — VAALCO Energy, Inc. (NYSE: EGY, LSE: EGY) (“VAALCO” or the “Company”) today reported operational and selected preliminary unaudited financial results for the fourth quarter and full year of 2022. On October 13, 2022, VAALCO completed the business combination with TransGlobe Energy, Inc. (“TransGlobe”); as a result, VAALCO’s fourth quarter and full year preliminary 2022 results include the combined assets from the closing day through the end of 2022.

The financial data presented in this press release for the fourth quarter and year ended December 31, 2022 is preliminary and subject to change in connection with the completion and audit of VAALCO’s financial statements for the year ended December 31, 2022. VAALCO is unable to file its Annual Report on Form 10-K within the prescribed time period, without unreasonable effort and expense. Management continues to work as expeditiously as possible to complete the Form 10-K and believes that it will be in a position to file the report with the SEC and conduct an investor conference call on Thursday, April 6, 2023. 

Highlights and Key Items:

  • Closed the strategic and transformational business combination with TransGlobe on October 13, 2022;
  • Increased quarterly cash dividend by 92% to $0.0625 per share of common stock for the first quarter of 2023 ($0.25 annualized), from $0.0325 per share ($0.13 annualized) in 2022;
  • Returned additional $7.5 million to shareholders through share buybacks from initiation of program in November 2022 through March 31, 2023;
  • Increased full year (“FY) 2022 average daily production by 47% to 10,217 net revenue interest (NRI)(2) barrels of oil equivalent per day (BOEPD), or 12,177 working interest (WI)(2) BOEPD;
         ● Sold 3,677,000 barrels of oil equivalent in 2022;

  • Delivered fourth quarter 2022 production of 14,390 NRI BOEPD, or 18,262 WI BOEPD;



         ● Sold 1,371,000 barrels of oil equivalent in fourth quarter of 2022;

  • Expects to report FY 2022 net income of between $49 and $55 million;
         ● Expects to record fourth quarter 2022 net income of $15 to $21 million;



  • Expects to generate record Adjusted EBITDAX(1) of $186.6 million in FY 2022 and $49.8 million of Adjusted EBITDAX in the fourth quarter of 2022;




  • Funded $159.9 million in cash capital expenditures during 2022 with cash on hand and cash from operations;




  • Increased year-end 2022 SEC proved reserves by 149% to 27.9 million barrels of oil equivalent (“MMBOE) with the standardized measure value up 529% to $624.5 million; 




  • Grew year-end management 2P CPR WI (4) reserves, which also includes Equatorial Guinea, by 292% to 76.4 MMBOE with 2P WI CPR PV-10(4) value up 344% to $815 million, using management assumptions for future commodity pricing;






  • Finalized multiple substantive documents with our partners and the Ministry of Mines & Hydrocarbons in Equatorial Guinea for Block P which includes the Venus development; and







  • Announced 2023 operational and financial guidance including capital expenditure range of $70 to $90 million for full year 2023.



(1 ) Adjusted EBITDAX is a Non-GAAP financial measure and is described and reconciled to the closest GAAP measure in the attached table under Non-GAAP Financial Measures.
(2 ) All NRI production rates are VAALCO’s working interest volumes less royalty volumes, where applicable. 
(3 ) All WI production rates and volumes are VAALCOs working interest volumes.
(4 ) See “Supplemental Non-GAAP Financial Measures” below concerning 2P CPR WI reserves and 2P CPR WI PV-10.

George Maxwell, VAALCO’s Chief Executive Officer commented, “In 2022, we transformed VAALCO into a diversified, multi-country company focused on sustainable growth and returning value to shareholders. We delivered record financial results, completed a major acquisition and successfully executed multiple high-impact operational projects. Production volumes grew 44% in 2022, and coupled with a strong commodity pricing environment, VAALCO was able to generate significant operating cash flow and record Adjusted EBITDAX. This allowed us to fully fund dividend and share buyback programs, a $160 million capital program focused on lowering long-term costs, and growing production while closing on a major acquisition and remaining debt free. We are in a financially stronger position entering 2023 with more reserves, production and future potential than at any other time in our history. We are a diversified, multinational exploration and production company with 2P WI CPR reserves of 76.4 million barrels of oil equivalent.

“This past year, we completed the transformational combination with TransGlobe which has built a business of scale with a stronger balance sheet and a more diversified baseline of production that will underpin VAALCO’s future opportunities for success. We are focused on generating meaningful cash flow to fund our increased stockholder dividends, share buybacks, capital expenditures and potential additional acquisitions. We have achieved the first tranche of synergies related to the acquisition. We now have a streamlined management team and Board and have captured the savings from delisting TGA and eliminating other related duplicative public company costs. We continue to rationalize our operational and G&A costs in 2023 as we look to attain additional synergies beyond what we originally anticipated.

“In Gabon, we are very pleased to have successfully delivered a highly complex, full field reconfiguration, maintenance turnaround and upgraded FSO installation. This project was completed in October despite a difficult global supply chain environment and is a testament to the dedication of our workforce and partners who helped complete the project, underlining VAALCO’s status as a quality operator. The new FSO provides us with additional flexibility and has an effective capacity for storage that is 50% larger than our relinquished FPSO. It also reduces our expected storage and offloading costs by 50% which we believe will lead to an extension of the economic field life, resulting in a corresponding increase in recovery and reserves at Etame. We also completed our 2021/2022 drilling program in Gabon that materially increased production and extended the economic life of the field. We expect full payback on the cost of the program by later this year.

“In March 2023, we held productive meetings with the MMH and our partners in Houston. During these meetings we finalized multiple substantive documents for Block P which includes the Venus development, relating to the Production Sharing Contract. We are working on concluding remaining documents and expect to update the market in the second quarter of 2023. We anticipate a strong, efficient and economic development of this exciting discovery with first oil projected for 2026. We believe that there are clear strategic benefits in further diversifying the revenue generation and country focus of our portfolio. VAALCO has a proven operating track record for a development of this kind and we look forward to demonstrating these capabilities as we progress the Venus discovery into production and further demonstrates the meaningful value of our asset base.

“We are clearly well-positioned for continued success in this current commodity price environment, with no net debt and strong free cash flow generation. We have made significant progress integrating the TransGlobe team and assets into our strategic vision. We are firmly focused on delivering meaningful shareholder returns while continuing to progress our objective of accretive growth.” 

TransGlobe Combination

On July 14, 2022, VAALCO announced that it had entered into a definitive arrangement agreement pursuant to which VAALCO would acquire all of the outstanding common shares of TransGlobe in a stock-for-stock strategic business combination. Following shareholder approval by both companies, on October 13, 2022, VAALCO closed the strategic combination with TransGlobe Energy. The combined Company is trading on the NYSE and LSE under the ticker symbol EGY. The combined Company is a leading African-focused operator with a strong production and reserve base, a diverse portfolio of assets in Gabon, Egypt, Equatorial Guinea and Canada, and significant future growth potential. The impact from the combination is reflected in VAALCO’s fourth quarter 2022 results following the closing on October 13, 2022.

Operational Update

Gabon

2021/2022 Drilling Campaign

VAALCO began its 2021/2022 drilling campaign in December 2021 with the drilling of the Etame 8H-ST development well. The well came online in February 2022. VAALCO moved the contracted jack-up rig to the Avouma platform to drill the Avouma 3H-ST development well. The well was completed and brought online in April 2022 and was another successful development well targeting the Gamba reservoir. 

The third well drilled and completed was the South Tchibala 1HB-ST, which discovered two potential Dentale producing zones, the Dentale D1 sand and the Dentale D9. The second completion was in the shallower D1 which included a hydraulic fracture treatment to increase both the production flow rate and recovery from the D1 interval.

Following the completion of the South Tchibala 1HB-ST well, the rig was mobilized to the Southeast Etame North Tchibala (“SEENT”) Platform to drill the North Tchibala 2H-ST well, targeting the Dentale formation. The North Tchibala 2H-ST well is naturally flowing with no produced water at about 250 gross barrels of oil per day (“BOPD”) and stable reservoir pressure indicating minimal depletion. In the fourth quarter of 2022, the Company performed two workovers, the North Tchibala 1-H well due to a safety valve in the well that required replacement and the South East Etame 4H Well, which restored production of about 1,350 gross BOPD. This well went offline because of an upper electrical submersible pump (“ESP”) failure and VAALCO was unable to restart the upper ESP or the lower ESP to restore production.

The Company estimates the cost of the 2021/2022 drilling program with four wells and two workovers to be $180 million, or $114 million, net to VAALCO’s participating interest. For 2022, the Company incurred approximately $148 million, or about $94 million net to VAALCO’s participating interest. About 82% of that total spend occurred in 2022 and 18% was previously recorded in 2021.

FSO Conversion and Field Reconfiguration

In August 2021, VAALCO and its co-venturers at Etame approved the Bareboat Contract and Operating Agreement with World Carrier Offshore Services Corp to replace the FPSO with an FSO at the Etame Marin block offshore Gabon for up to eight years with additional option periods available. The FPSO contract was set to expire in September 2022, however, on September 9, 2022, VAALCO signed an addendum to the FPSO contract which extended the use of the FPSO through October 4, 2022, and ratified certain decommissioning and demobilization items associated with exiting the contract. VAALCO worked closely with the FPSO charterer regarding timing for commencing shutdown of production, schedule for decommissioning and associated costs to ensure a smooth transition to the FSO. The Teli, a double-hull crude tanker built in 2001, was re-engineered into a FSO for use in the field.

VAALCO announced in October 2022 that all related FSO and field reconfiguration processes were completed. First oil flowed into the Teli FSO and the Company completed the annual field-wide maintenance turnaround concurrently with the FSO and field reconfiguration. Compared to the FPSO agreement, the new FSO is expected to reduce storage and offloading costs. Additionally, we have increased the effective capacity for storage by over 50%, and led to an extension of the economic field life, resulting in a corresponding increased recovery and reserves at Etame. This capital investment is projected to save approximately $20 to $25 million gross per year ($13 to $16 million net to VAALCO) in operational costs through 2030.

Equatorial Guinea

VAALCO owns a working interest in Block P offshore Equatorial Guinea, where there are previously discovered but undeveloped resources as well as additional exploration potential. In March 2023, VAALCO held productive meetings with the MMH and its partners in Houston. During these meetings VAALCO finalized multiple substantive documents for Block P which includes the Venus development, relating to the Production Sharing Contract. The Company is working on concluding remaining documents and expect to update the market in the second quarter of 2023. VAALCO anticipates a strong, efficient and economic development of this exciting discovery with first oil projected for 2026. The Company believes that there are clear strategic benefits in further diversifying the revenue generation and country focus of its portfolio. VAALCO has a proven operating track record for a development of this kind, and it looks forward to demonstrating these capabilities as the Company progresses the Venus discovery into production and further demonstrates the meaningful value of our asset base.

Egypt

In Egypt, as of December 31, 2022, VAALCO’s interests are spread across two regions: the Eastern Desert, which contains the West Gharib, West Bakr and Northwest Gharib merged concessions, and the Western Desert, which contains the South Ghazalat concession. The Eastern Desert merged concession is approximately 45,067 acres and the Western Desert, South Ghazalat concession, is approximately 7,340 acres. VAALCO is the operator and has a 100% working interest in both PSCs. Both of the Company’s Egyptian blocks are PSCs among the Egyptian General Petroleum Corporation (“EGPC”), Egyptian government and VAALCO. The Company’s oil entitlement is the sum of cost oil, profit oil and excess cost oil, if any. The government takes their share of production based on the terms and conditions of the respective contracts. VAALCO’s share of royalties is paid out of the government’s share of production and taxes are captured in the Egyptian government’s net entitlement oil due and therefore there is no additional tax burden to the Company. In December 2022, VAALCO spudded the Arta77 HC well targeting the Nukhul reservoir. The lateral was successfully drilled through reservoir encountering laterally 1,363 meters of good oil and gas shows.

Canada

In Harmattan, Canada, VAALCO owns production and working interests in certain facilities in the Cardium light oil and Mannville liquids-rich gas assets. Harmattan is located approximately 80 kilometers north of Calgary, Alberta. This property produces oil and associated natural gas from the Cardium and Viking zones and liquids-rich natural gas from zones in the Lower Mannville and Rock Creek formations at vertical depths of 1,200 to 2,600 meters. The Harmattan property covers 46,100 gross acres of developed land and 29,300 gross acres of undeveloped land. VAALCO also owns a 100% working interest in a large oil battery and a compressor station where a majority of oil volumes are handled. All gas is delivered to a third party non-operated gas plant for processing.

Year-End 2022 Reserves

VAALCO’s SEC NRI proved reserves at December 31, 2022 increased by 149% to 27.9 MMBOE from 11.2 MMBOE at year-end 2021. Year-end 2022 reserves included 23.6 MMBOE in proved developed reserves and 4.3 MMBOE in proved undeveloped reserves. The Company’s SEC reserves were fully engineered by its third-party independent reserve consultant, Netherland, Sewell & Associates, Inc., (“NSAI”) who has provided annual independent estimates of VAALCO’s year-end SEC reserves for over 15 years, and GLJ Ltd (“GLJ”), who evaluates VAALCO’s Egyptian and Canadian reserves. In 2022, the Company added 18.6 MMBOE of SEC proved reserves through the acquisition of TransGlobe’s assets in Egypt and Canada and 2.0 MMBO due to positive revisions. These additions were partially offset by 3.9 MMBOE of full year 2022 production which included 0.9 MMBO of production related to TransGlobe assets. VAALCO had a reserve replacement of 428% compared to the 3.9 MMBOE of production in 2022.

The standardized measure of VAALCO’s SEC proved reserves, utilizing SEC pricing increased to $624.5 million at December 31, 2022 from $99.3 million at December 31, 2021. 

    MMBOE  
Proved SEC Reserves at December 31, 2021   11.2  
2022 Production   (3.9 )
Revisions of Previous Estimates   2.0  
Purchases   18.6  
Proved SEC Reserves at December 31, 2022   27.9  
       

At year-end 2022, NSAI and GLJ provided the 2P WI CPR estimate of proven and probable reserves which was prepared in accordance with the definitions and guidelines set forth in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers as of December 31, 2022 using VAALCO’s management assumptions for future commodity pricing and costs shown below under “Supplemental Non-GAAP Financial Measures – 2P WI CPR Reserves”. The 2P WI CPR reserves attributable to VAALCO’s ownership are reported on a WI basis prior to deductions for government royalties. The year-end 2022 2P WI CPR estimate of reserves is 76.4 MMBOE to VAALCO’s WI, an increase of 292% from 19.5 MMBO at December 31, 2021. The PV-10 value of VAALCO’s 2P WI CPR reserves at year-end 2022, utilizing management escalated pricing and cost assumptions, is $814.8 million, up 344% from $183.7 million at December 31, 2021.

See Supplemental Non-GAAP Financial Measures below concerning 2P WI CPR reserves and 2P PV-10.

Financial Update Fourth Quarter of 2022

VAALCO expects to report net income of between $15 to $21 million for the fourth quarter of 2022 which would be up compared with net income of $6.9 million ($0.11 per diluted share) in the third quarter of 2022 and down compared to $34.4 million ($0.58 per diluted share) in the fourth quarter of 2021.

VAALCO expects to report adjusted EBITDAX of $49.8 million in the fourth quarter of 2022, an increase from the third quarter of 2022 of $42.4 million and more than double the $22.6 million generated in the same period in 2021. The increase in Adjusted EBITDAX compared to the prior periods is due to higher sales volumes partially offset by lower realized prices.

Revenue and Sales   Q4 2022     Q4 2021     % Change
Q4 2022 vs.
Q4 2021
    Q3 2022     % Change
Q4 2022 vs.
Q3 2022
 
Production (NRI BOEPD)     14,390       7,554     90 %     9,157     57 %
Sales (NRI BOE)     1,371,000       709,000     93 %     731,000     88 %
Realized commodity price ($/BOE)   $ 70.43     $ 77.31     (9 )%   $ 103.61     (32 )%
Commodity (Per BOE including realized commodity derivatives)   $ 70.24     $ 66.3     6 %   $ 91.13     (23 )%
Total commodity sales ($MM)   $ 96.6     $ 56.4     71 %   $ 78.1     24 %

VAALCO had total sales volumes of 1,371,000 BOE compared to 731,000 BOE in the third quarter of 2022 and 709,000 BOE for the same period in 2021. Fourth quarter of 2022 realized pricing (including the effects of derivative contracts) was down 23% compared to the third quarter of 2022 and increased 6% compared to the fourth quarter of 2021.

Costs and Expenses   Q4 2022     Q4 2021     % Change
Q4 2022 vs.
Q4 2021
    Q3 2022     % Change
Q4 2022 vs.
Q3 2022
 
Production expense, excluding workovers and stock comp ($MM)   $ 40.8     $ 19.0     115 %   $ 23.2     76 %
Production expense, excluding workovers ($/BOE)   $ 29.8     $ 26.8     11 %   $ 31.8     (6 )%
Workover expense ($MM)   $ 4.7     $ 4.5     5 %   $     100 %
Depreciation, depletion and amortization ($MM)   $ 26.3     $ 4.1     542 %   $ 9.0     192 %
Depreciation, depletion and amortization ($/BOE)   $ 19.2     $ 5.8     229 %   $ 12.3     57 %
General and administrative expense, excluding stock-based compensation ($MM)   $ (0.3 )   $ 2.2     (114 )%   $ 2.0     (115 )%
General and administrative expense, excluding stock-based compensation ($/BOE)   $ (0.2 )   $ 3.1     (107 )%   $ 2.7     (108 )%
Stock-based compensation expense ($MM)   $ (0.1 )   $ 0.4     (132 )%   $     100 %

Total production expense, excluding workovers and stock compensation, increased in the fourth quarter of 2022 compared to the same period in 2021 and compared to the third quarter of 2022. The increase was primarily driven by increased production and costs associated with the TransGlobe combination as well as higher costs caused by inflationary pressures associated with boats, diesel, personnel and costs stemming from the additional operational activities related to the annual field-wide maintenance program, the FSO conversion and field reconfiguration at Etame.

The fourth quarter of 2022 had $4.7 million in offshore workover expenses. While there were no offshore workover expenses in the third quarter of 2022, the fourth quarter of 2021 incurred $4.5 million in offshore workover expenses.

Production expense per BOE, excluding workover costs and stock compensation, was lower than the third quarter of 2022 due to more sales barrels during the fourth quarter of 2022. Production expense per BOE, excluding workover costs and stock compensation, was higher than the fourth quarter of 2021 due to the increased sales and increased costs associated with the FSO conversion and field reconfiguration.

In the line item, FPSO demobilization, VAALCO incurred $8.9 million in costs associated with the retirement of the FPSO in the third quarter of 2022 as VAALCO transitioned to the FSO. This was subsequently funded by a release from the abandonment fund in 2023. There were no similar expenses incurred in the fourth quarter of 2022 or 2021.

Depreciation, depletion and amortization (“DD&A”) expense for the three months ended December 31, 2022 increased to $26.3 million which was higher than the third quarter of 2022 of $9.0 million and higher than the $4.1 million in the fourth quarter of 2021. The increase in depreciation, depletion and amortization expense, compared to both periods, is due to higher depletable costs associated with the FSO, the field reconfiguration capital costs at Etame and the step-up to fair value of the TransGlobe assets.

General and administrative (“G&A”) expense, excluding stock-based compensation, decreased for the three months ended December 31, 2022 to ($0.3) million from $2.0 million in the third quarter of 2022 and $2.2 million for the same period in prior year. The decrease in general and administrative expense is primarily driven by a large increase in operational projects involving a majority of corporate resources, which realized a high percentage of costs charged to projects.

Non-cash stock-based compensation expense was ($0.1) million for the fourth quarter of 2022 and $0.4 million for the fourth quarter of 2021. Non-cash stock-based compensation expense for the third quarter of 2022 was immaterial.

Financial Update – Full Year 2022

VAALCO expects to report net income for the full year 2022 of between $49 and $55 million. This compares to net income for the full year 2021 of $81.8 million, or $1.37 per diluted share. The year-over-year change in net income is primarily the result of increased sales and higher oil pricing offset by losses from derivatives and changes in deferred taxes. The Company estimates its Adjusted EBITDAX for the full year 2022 to be $186.6 million compared to $85.8 million in 2021. The increase was primarily the result of stronger revenues as a result of increased crude oil prices and higher sales volumes.

Production increased by 44% to 10,217 NRI BOEPD or 3.7 MMBOE for full year 2022 compared to 2.6 MMBOE for the prior year, driven by the additional production associated with the 2021/2022 drilling campaign at Etame. In addition, from October 2022 there is the incremental production associated with the TransGlobe combination. For the full year 2021, production was 7,119 NRI BOPD or 2.6 MMBOE. For the full year 2022, VAALCO’s realized crude oil sales price was $94.77 per barrel, or 34% higher than $70.66 per barrel that was realized for full year 2021. Sales volumes increased 36% to 3.7 MMBOE in 2022 from 2.7 MMBOE in 2021.

For the full year 2022, total production expense, excluding workovers, increased to $107.9 million compared to $72.6 million in 2021. The increase was primarily driven by higher sales and costs associated with the TransGlobe combination as well as inflationary pressures in 2022. The production expense rate per BOE, excluding workover costs, was $29.33 in 2022 and $26.77 in 2021. Workover expense for 2022 totaled $4.7 million and for 2021 totaled $8.7 million.

For the full year 2022, G&A, excluding stock-based compensation, was $8.0 million, a decrease of 35% compared with full year 2021 G&A, excluding stock-based compensation, of $12.3 million. The decrease year-over-year was primarily due to operational projects with the fourth quarter of 2022 realizing a high percentage of charged time. G&A includes $2.1 million and $2.5 million of stock-based compensation expense for the years ended December 31, 2022 and December 31, 2021, respectively, that was primarily expense related to SARs.

Capital Investments/Balance Sheet

For the fourth quarter of 2022, net capital expenditures totaled $56.0 million on a cash basis and $48.8 million on an accrual basis, net of TransGlobe acquisition. These expenditures were related to costs associated with the 2021/2022 drilling program as well as the FSO conversion and field reconfiguration investments in Gabon and development drilling in Egypt and Canada. For the full year 2022, VAALCO invested $159.9 million on a cash basis and $434.4 million on an accrual basis, including the TransGlobe acquisition.

At the end of the fourth quarter of 2022, VAALCO had an unrestricted cash balance of $37.0 million. In addition, the Company had $46 million outstanding with EGPC at December 31, 2022 associated with September to December invoices, Canadian accounts receivable of $4.5 million for December (collected in January), and Gabon accounts receivable of $1.7 million (collected in January). 

In mid-2022, VAALCO announced entry into a new credit agreement, effective May 16, 2022, for a new five-year Reserve Based Lending (“RBL”) facility with Glencore Energy UK Ltd. (“Glencore”) that includes an initial commitment of $50 million and is expandable up to $100 million. The facility is currently secured by the Company’s assets in Gabon and matures in 2027. Key terms and covenants under the new facility include net debt to EBITDAX of less than three times and requires VAALCO to maintain a minimum cash balance of $10 million. While VAALCO intends to fund its capital shareholder returns programs with internally generated funds, the facility enhances future financial flexibility. 

In conjunction with the TransGlobe merger, VAALCO assumed an existing revolving loan facility with Alberta Treasury Branches (“ATB”) and on January 5, 2023 the facility was exited.

Cash Dividend Policy and Share Buyback Authorization

VAALCO paid a quarterly cash dividend of $0.0325 per share of common stock for the fourth quarter of 2022 on December 22, 2022. On February 14, 2023, the Company announced its next quarterly cash dividend of $0.0625 per share of common stock for the first quarter of 2023 ($0.25 annualized), to be paid on March 31, 2023 to stockholders of record at the close of business on March 24, 2023. As previously announced in 2022, VAALCO increased its dividend 92% beginning with the first quarter of 2023. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Board of Directors.

Dividend Payment Date   Amount per
common share
  Record Date
March 18, 2022   $ 0.0325   February 18, 2022
June 24, 2022   $ 0.0325   May 25, 2022
September 23, 2022   $ 0.0325   August 25, 2022
December 22, 2022   $ 0.0325   November 22, 2022
Aggregate per share amount paid in 2022   $ 0.1300    

On November 1, 2022, VAALCO announced that its newly expanded Board of Directors formally ratified and approved the share buyback program that was announced on August 8, 2022 in conjunction with the pending business combination with TransGlobe. The Board also directed management to implement a Rule 10b5-1 trading plan to facilitate share purchases through open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The plan provides for an aggregate purchase of currently outstanding common stock up to $30 million. Payment for shares repurchased under the program will be funded using the Company’s cash on hand and cash flow from operations.

The actual timing, number and value of shares repurchased under the share buyback program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Under such a trading plan, the Company’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company’s common stock in accordance with the terms of the plan. The share buyback program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time.

Since inception of the buyback program in November through March 31, 2023, VAALCO has repurchased $7.5 million in shares.

Hedging

The Company continued to opportunistically hedge a portion of its expected production in 2022 to lock in strong cash flow generation to assist in funding its capital program and dividend. 

On October 26, 2022, VAALCO entered into additional derivative contracts for the first quarter of 2023: 

Settlement Period   Type of
Contract
  Index   Average
Monthly
Volumes
    Weighted
Average Put
Price
    Weighted
Average Call
Price
 
            (Bbls)     (per Bbl)     (per Bbl)  
January 2023 to March 2023   Collars   Dated Brent     101,000     $ 65.00     $ 120.00  

The following additional hedges were entered into in 2023:

Settlement Period   Type of
Contract
  Index   Average
Monthly
Volumes
    Weighted
Average Put
Price
    Weighted
Average Call
Price
 
            (Bbls)     (per Bbl)     (per Bbl)  
April 2023 to June 2023   Collars   Dated Brent     95,500     $ 65.00     $ 100.00  



2023 Guidance:

    FY 2023 Gabon Egypt Canada
Production (BOEPD) WI 20,400 – 24,400 8,500 – 10,300 9,700 – 11,500 2,200 – 2,600
Production (BOEPD) NRI 15,300 – 18,600 7,400 – 9,000 6,000 – 7,300 1,900 – 2,300
Sales Volume (BOEPD) WI 20,400 – 24,400 8,500 – 10,300 9,700 – 11,500 2,200 – 2,600
Sales Volume (BOEPD) NRI 15,300 – 18,600 7,400 – 9,000 6,000 – 7,300 1,900 – 2,300
Production Expense (millions) WI & NRI $135.5 – $157.0      
Production Expense per BOE WI $16.00 – $20.00      
Production Expense per BOE NRI $21.00 – $27.00      
Offshore Workovers (millions) WI & NRI $1 – $10      
Cash G&A (millions) WI & NRI $15.0 – $20.0      
CAPEX (millions) WI & NRI $70 – $90      

    Q1 2023 Gabon Egypt Canada
Production (BOEPD) WI 22,500 – 23,800 10,000 – 10,500 9,900 – 10,500 2,600 – 2,800
Production (BOEPD) NRI 17,300 – 18,600 8,700 – 9,100 6,400 – 7,100 2,200 – 2,400
Sales Volume (BOEPD) WI 17,500 – 18,600 5,700 – 6,100 9,200 – 9,700 2,600 – 2,800
Sales Volume (BOEPD) NRI 12,900 – 14,100 4,900 – 5,300 5,800 – 6,400 2,200 – 2,400
Production Expense (millions) WI & NRI $28.0 – $34.0      
Production Expense per BOE WI $17.50 – $21.00      
Production Expense per BOE NRI $23.00 – $28.50      
Offshore Workovers (millions) WI & NRI $0 – $1      
Cash G&A (millions) WI & NRI $3.5 – $5.5      
CAPEX (millions) WI & NRI $25 – $35      



About VAALCO

VAALCO, founded in 1985 and incorporated under the laws of Delaware, is a Houston, USA based, independent energy company with production, development and exploration assets in Africa and Canada.

Following its business combination with TransGlobe in October 2022, VAALCO owns a diverse portfolio of operated production, development and exploration assets across Gabon, Egypt, Equatorial Guinea and Canada.

Supplemental Information

VAALCO has posted a fourth quarter and Full Year 2022 Preliminary Supplemental Information investor deck on its web site, www.vaalco.com, under the Investor Relations tab, with additional information and analysis.

For Further Information

   
VAALCO Energy, Inc. (General and Investor Enquiries) +00 1 713 623 0801
Website: www.vaalco.com
   
   
Al Petrie Advisors (US Investor Relations) +00 1 713 543 3422
Al Petrie / Chris Delange  
   
Buchanan (UK Financial PR) +44 (0) 207 466 5000
Ben Romney / Jon Krinks [email protected]

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “forecast,” “outlook,” “aim,” “target,” “will,” “could,” “should,” “may,” “likely,” “plan” and “probably” or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release include, but are not limited to, statements relating to: (i) statements regarding VAALCO’s expectations with respect to financial conditions and results for the fourth quarter and year ended December 31, 2022; (ii) VAALCO’s ability to file, and the timing of any such filing, of its Annual Report for the year ended December 31, 2022; (iii) VAALCO’s ability to realize the anticipated benefits and synergies expected from acquisition of TransGlobe; (iv) estimates of future drilling, production, sales and costs of acquiring crude oil and natural gas; (v) estimates of future cost reductions, synergies, savings and efficiencies; (vi) expectations regarding VAALCO’s ability to effectively integrate assets and properties it acquired as a result of the acquisition of TransGlobe into its operations; (vii) the amount and timing of stock repurchases, if any, under the VAALCO’s stock buyback program and VAALCO’s ability to enhance stockholder value through such plan; (viii) expectations regarding future exploration and the development, growth and potential of VAALCO’s operations, project pipeline and investments, and schedule and anticipated benefits to be derived therefrom; (ix) expectations regarding future acquisitions, investments or divestitures; (x) expectations of future dividends and returns to stockholders; (xi) expectations of future balance sheet strength; (x) expectations of the continued listing of VAALCO’s common stock on the NYSE and LSE; and (xii) VAALCO’s ability to finalize documents and effectively execute the POD for the Venus development in Block P.

Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that the completion and audit of VAALCO’s financial statements may take longer to complete than expected; the risk that errors are identified, which may be material, in the Company’s financial results, or impacts the timing of Company filings; risks relating to any unforeseen liabilities of VAALCO; the tax treatment of the business combination in the United States and Canada; declines in oil or natural gas prices; the level of success in exploration, development and production activities; adverse weather conditions that may negatively impact development or production activities; the right of host governments in countries where we operate to expropriate property and terminate contracts (including Egypt PSCs, the Etame PSC and the Block P PSC) for reasons of public interest, subject to reasonable compensation, determinable by the respective government in its discretion; the timing and costs of exploration and development expenditures; inaccuracies of reserve estimates or assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; impacts to financial statements as a result of impairment write-downs; the ability to generate cash flows that, along with cash on hand, will be sufficient to support operations and cash requirements; the ability to attract capital or obtain debt financing arrangements; currency exchange rates and regulations; actions by joint venture co-owners; hedging decisions, including whether or not to enter into derivative financial instruments; international, federal and state initiatives relating to the regulation of hydraulic fracturing; failure of asses to yield oil or gas in commercially viable quantities; uninsured or underinsured losses resulting from oil and gas operations; inability to access oil and gas markets due to market conditions or operational impediments; the impact and costs of compliance with laws and regulations governing oil and gas operations; the ability to replace oil and natural gas reserves; any loss of senior management or technical personnel; competition in the oil and gas industry; the risk that the Arrangement may not increase VAALCO’s relevance to investors in the international E&P industry, increase capital market access through scale and diversification or provide liquidity benefits for stockholders; and other risks described under the caption “Risk Factors” in VAALCO’s 2021 Annual Report on Form 10-K filed with the SEC on March 11, 2022, VAALCO’s Quarterly Reports on Form 10-Q filed with the SEC on August 10, 2022 and November 8, 2022 and in VAALCO’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 30, 2022.

Dividends beyond the first quarter of 2023 have not yet been approved or declared by the Board. The declaration and payment of future dividends and the terms of share buybacks remains at the discretion of the Board and will be determined based on VAALCO’s financial results, balance sheet strength, cash and liquidity requirements, future prospects, crude oil and natural gas prices, and other factors deemed relevant by the Board. The Board reserves all powers related to the declaration and payment of dividends and the terms of share buybacks. Consequently, in determining the dividend to be declared and paid on VAALCO common stock or the terms of share buybacks, the Board may revise or terminate the payment level or buyback terms at any time without prior notice.

Financial Information is Preliminary and Unaudited; Certain Material Weaknesses

The financial data presented in this press release for fourth quarter and year ended December 31, 2022 is preliminary and subject to change in connection with the completion and audit of VAALCO’s financial statements for the year ended December 31, 2022. VAALCO is unable to file its Annual Report on Form 10-K within the prescribed time period, without unreasonable effort and expense. Management continues to work as expeditiously as possible to complete the Form 10-K and believes that it will be in a position to file the report with the SEC and conduct an investor conference call on Thursday, April 6, 2023.

In connection with the completion of VAALCO’s financial statements, VAALCO’s management has identified certain material weaknesses in its internal control over financial reporting in the areas of (i) accounting for leases, (ii) accounting for complex areas, specifically, business combinations, (iii) consolidation reporting related to recently acquired business operations, and (iv) accounting for income taxes. Accordingly, VAALCO’s preliminary financial information included in this press release may be subject to change based on the outcome of the completion of the accounting review required in the context of the completion of the audit of VAALCO’s financial statements.

However, after giving consideration to these material weaknesses, and the additional analyses and other procedures that management has performed as of the date of this press release with a view to ensuring that the year end 2022 preliminary unaudited financial information included in this press release has been prepared in accordance with U.S. GAAP, as of the date of this press release, VAALCO’s management believes that such financial information will not be subject to material change.

Investors should not place undue reliance on these preliminary, estimated numbers.

Inside Information

This announcement contains inside information as defined in Regulation (EU) No. 596/2014 on market abuse which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”) and is made in accordance with the Company’s obligations under article 17 of MAR. The person responsible for arranging the release of this announcement on behalf of VAALCO is Matthew Powers, Corporate Secretary of VAALCO.

Supplemental Non-GAAP Financial Measures

This press release contains crude oil and natural gas metrics which do not have standardized meanings or standard methods of calculation as classified by the SEC and therefore such measures may not be comparable to similar measures used by other companies. Such metrics have been included herein to provide readers with additional measures to evaluate the Company’s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

PV-10 Value and Probable Reserves

PV-10 is a non-GAAP financial measure and represents the period-end present value of estimated future cash inflows from VAALCO’s reserves, less future development and production costs, discounted at 10% per annum to reflect timing of future cash flows. PV-10 values for 2P WI CPR reserves has been calculated using VAALCO’s management assumptions for escalated crude oil price and cost in the case of 2P WI CPR reserves. PV-10 generally differs from standardized measure, the most directly comparable GAAP financial measure, because it generally does not include the effects of income taxes; however, VAALCO’s PV-10 does include the effect of income taxes. PV-10 is a widely used measure within the industry and is commonly used by securities analysts, banks and credit rating agencies to evaluate the estimated future net cash flows from proved reserves on a comparative basis across companies or specific properties. VAALCO’s PV-10 includes the effect of income taxes. Neither PV-10 nor the standardized measure purports to represent the fair value of the Company’s crude oil and natural gas reserves.

VAALCO has provided summations of its PV-10 for its proved and probable reserves on a 2P WI CPR basis in this press release. The SEC strictly prohibits companies from aggregating proved, probable and possible reserves in filings with the SEC due to the different levels of certainty associated with each reserve category. GAAP does not provide a measure of estimated future net cash flows for reserves other than proved reserves and accordingly it is not practicable to reconcile the PV-10 value of 2P WI CPR reserves to a GAAP measure, such as the standardized measure. Investors should be cautioned that estimates of PV-10 of probable reserves, as well as the underlying volumetric estimates, are inherently more uncertain of being recovered and realized than comparable measures for proved reserves. Further, because estimates of probable reserve volumes have not been adjusted for risk due to this uncertainty of recovery, their summation may be of limited use. Nonetheless, VAALCO believes that PV-10 estimates for probable reserves present useful information for investors about the future net cash flows of its reserves in the absence of a comparable GAAP measure such as standardized measure.

2P WI CPR Reserves 

2P WI CPR reserves represent proved plus probable estimates as reported by NSAI and GLJ and prepared in accordance with the definitions and guidelines set forth in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers as of December 31, 2021 using escalated crude oil price and cost assumptions made by VAALCO’s management. The SEC definitions of proved and probable reserves are different from the definitions contained in the 2018 Petroleum Resources Management Systems approved by the Society of Petroleum Engineers as of December 31, 2021. As a result, 2P WI CPR reserves may not be comparable to United States standards. The SEC requires United States oil and gas reporting companies, in their filings with the SEC, to disclose only proved reserves after the deduction of royalties and production due to others but permits the optional disclosure of probable and possible reserves in accordance with SEC definitions.

2P WI CPR reserves and the PV-10 value for 2P WI CPR reserves, as calculated herein, may differ from the SEC definitions of proved and probable reserves because:

  • Pricing for SEC is the average closing price on the first trading day of each month for the prior year which is then held flat in the future, while the 2P WI CPR pricing is based on management pricing assumptions for future Brent oil pricing for 2023 of $80.00 and $70.00 in 2024, escalated 2% per year thereafter and for Equatorial Guinea, given the expectation of first oil beginning in 2026, Brent oil pricing of $74.27 was assumed for 2026, escalated 2% per year thereafter;
  • Lease operating expenses are not escalated in the SEC case, while for the 2P WI CPR reserves case they are escalated at 2% annually beginning on January 1, 2023.

Management uses 2P WI CPR reserves as a measurement of operating performance because it assists management in strategic planning, budgeting and economic evaluations and in comparing the operating performance of the Company to other companies. Management believes that the presentation of 2P WI CPR reserves is useful to its international investors, particularly those that invest in companies trading on the London Stock Exchange, in order to better compare the Company’s reserve information to other London Stock Exchange-traded companies that report similar measures. VAALCO also believes that this information enhances its investors’ and securities analysts’ understanding of its business. However, 2P WI CPR reserves should not be used as a substitute for proved reserves calculated in accordance with the definitions prescribed by the SEC. In evaluating VAALCO’s business, investors should rely on the Company’s SEC proved reserves and consider 2P WI CPR reserves only supplementally.

VAALCO ENERGY, INC AND SUBSIDIARIES
Preliminary Selected Financial Data from Consolidated Statements of Operations (Unaudited)

    Three Months Ended     Year Ended December 31,  
    December
31, 2022
    December
31, 2021
    September
30, 2022
    2022     2021  
    (in thousands except per share amounts)  
Revenues:                                        
Crude oil, natural gas and natural gas liquids sales   $ 96,588     $ 56,379     $ 78,097     $ 354,326     $ 199,075  
Operating costs and expenses:                                        
Production expense     45,514       23,495       23,312       112,661       81,255  
FPSO demobilization                 8,867       8,867        
Exploration expense     8       293       56       258       1,579  
Depreciation, depletion and amortization     26,316       4,132       8,963       48,143       21,060  
General and administrative expense     (430 )     2,545       1,979       10,077       14,766  
Bad debt expense and other     999       61       1,020       3,082       875  
Total operating costs and expenses     72,407       30,526       44,197       183,088       119,535  
Other operating income (expense), net     43                   38       (440 )
Operating income (loss)   $ 24,224     $ 25,853     $ 33,900     $ 171,276     $ 79,100  

VAALCO ENERGY, INC AND SUBSIDIARIES
Preliminary Consolidated Statements of Cash Flows (Unaudited)

    Year Ended December 31,  
    2022     2021  
    (in thousands)  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income (1) (2)   $ 49,390 – 54,890     $ 81,836  
Adjustments to reconcile net income to net cash provided by operating activities:                
Loss from discontinued operations, net of tax     72       98  
Depreciation, depletion and amortization     48,143       21,060  
Bargain purchase gain (1)     (9,819 – 13,319 )     (7,651 )
Deferred taxes (2)     44,305 – 46,305       (39,978 )
Unrealized foreign exchange (gain) loss     (1,043 )     (291 )
Stock-based compensation     2,200       2,459  
Cash settlements paid on exercised stock appreciation rights     (827 )     (3,271 )
Derivative instruments (gain) loss, net     37,812       22,826  
Cash settlements received (paid) on matured derivative contracts, net     (42,935 )     (18,020 )
Cash settlements paid on asset retirement obligations     (6,577 )      
Bad debt expense and other     3,082       875  
Other operating loss, net     (38 )     440  
Operational expenses associated with equipment and other     2,052       2,415  
Change in operating assets and liabilities:                
Trade receivables     18,385       (11,308 )
Accounts with joint venture owners     (18,929 )     1,594  
Other receivables     (9,290 )     (9,736 )
Crude oil inventory     (1,742 )     5,022  
Prepayments and other     (4,387 )     1,617  
Value added tax and other receivables     (5,193 )     (1,593 )
Other long-term assets     (2,730 )     (1,176 )
Accounts payable     23,920       (922 )
Foreign income taxes receivable/payable     (5,897 )     2,268  
Accrued liabilities and other     6,964       1,645  
Net cash provided by continuing operating activities     128,918       50,209  
Net cash used in discontinued operating activities     (72 )     (92 )
Net cash provided by operating activities     128,846       50,117  
CASH FLOWS FROM INVESTING ACTIVITIES:          
Property and equipment expenditures     (159,897 )     (16,558 )
Cash acquired from TransGlobe acquisition     36,686        
Acquisition of crude oil and natural gas properties           (22,505 )
Net cash used in continuing investing activities     (123,211 )     (39,063 )
Net cash used in discontinued investing activities            
Net cash used in investing activities     (123,211 )     (39,063 )
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from the issuances of common stock     312       1,369  
Dividend distribution     (9,354 )      
Treasury shares     (3,805 )     (1,426 )
Deferred financing costs     (2,069 )      
Payments of finance lease     (3,039 )      
Net cash used in continuing financing activities     (17,955 )     (57 )
Net cash used in discontinued financing activities            
Net cash used in financing activities     (17,955 )     (57 )
Effects of exchange rate changes on cash     (218 )      
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH     (12,538 )     10,997  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD     72,314       61,317  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD   $ 59,776     $ 72,314  

(1 ) The Company is in the process of finalizing its deferred income tax calculation and the impact on its consolidated financial statements, including the deferred tax impacts associated with the TransGlobe business combination. The Company currently estimates any impact from deferred income tax adjustments will affect the bargain purchase gain from ($1.0) million – $2.5 million, its balance sheet deferred tax assets and liabilities from ($1.5) million – $0.5 million and its impact on net income can range from ($2.5) million – $3.0 million. These estimates are preliminary and are subject to change, possibly materially. Investors should not place undue reliance on these preliminary, estimated numbers.
(2 ) For purposes of the preliminary consolidated cash flow statement for the year ended December 31, 2022, the Company has used a net income amount of $51.9 million, a bargain purchase gain of $10.8 million and deferred tax expenses of $44.8 million.

VAALCO ENERGY, INC AND SUBSIDIARIES
Selected Financial and Operating Statistics (Unaudited)

    Three Months Ended     Year Ended December 31,  
    December
31, 2022
    December
31, 2021
    September
30, 2022
    2022     2021  
NRI SALES DATA                                        
Crude oil, natural gas and natural gas liquids sales (MBOE)     1,371       709       731       3,677       2,711  
                                         
WI PRODUCTION DATA                                        
Etame Crude oil (MBbl)     650       799       968       3,415       3,188  
Egypt Crude oil (MBbl)     818                   818        
Canada Crude oil, natural gas and natural gas liquids sales (MBOE)     211                   211        
Total Crude oil, natural gas and natural gas liquids sales (MBOE)     1,680       799       968       4,445       3,188  
Average daily production volumes (BOEPD)     18,262       8,685       10,525       12,177       8,734  
                                         
NRI PRODUCTION DATA                                        
Etame Crude oil (MBbl)     566       695       842       2,971       2,599  
Egypt Crude oil (MBbl)     547                   547        
Canada Crude oil, natural gas and natural gas liquids sales (MBOE)     211                   211        
Total Crude oil, natural gas and natural gas liquids sales (MBOE)     1,324       695       842       3,729       2,599  
Average daily production volumes (BOEPD)     14,390       7,554       9,157       10,217       7,119  
                                         
AVERAGE SALES PRICES:                                        
Crude oil, natural gas and natural gas liquids sales (per BOE)   $ 70.43     $ 77.31     $ 103.61     $ 94.77     $ 70.66  
Crude oil, natural gas and natural gas liquids sales (Per BOE including realized commodity derivatives)   $ 70.24     $ 66.26     $ 91.13     $ 83.10     $ 64.01  
                                         
                                         
COSTS AND EXPENSES (Per BOE of sales):                                        
Production expense   $ 33.19     $ 33.14     $ 31.89     $ 30.64     $ 29.97  
Production expense, excluding workovers and stock compensation*     29.73       26.82       31.79       29.33       26.77  
Depreciation, depletion and amortization     19.19       5.83       12.26       13.09       7.77  
General and administrative expense**     (0.31 )     3.59       2.71       2.74       5.45  
Property and equipment expenditures, cash basis (in thousands)   $ 56,044     $ 8,099     $ 43,575     $ 159,897     $ 16,558  

 * Workover costs excluded from the three months ended December 31, 2022 and 2021 and September 30, 2022 are $4.7 million, $4.5 million and $0.0 million, respectively. Workover costs excluded from the year ended December 31, 2022 and 2021 are $4.7 million and $8.7 million, respectively.
** General and administrative expenses include $(0.09), $0.51 and $(0.03) per BOE of sales of stock-based compensation expense in the three months ended December 31, 2022, and 2021 and September 30, 2022, respectively. General and administrative expenses include $0.57 and $0.91 per BOE of sales of stock-based compensation expense for the years ended December 31, 2022, and 2021, respectively.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDAX is a supplemental non-GAAP financial measure used by VAALCO’s management and by external users of the Company’s financial statements, such as industry analysts, lenders, rating agencies, investors and others who follow the industry, as an indicator of the Company’s ability to internally fund exploration and development activities and to service or incur additional debt. Adjusted EBITDAX is a non-GAAP financial measure and as used herein represents net income before discontinued operations, interest income net, income tax expense, depletion, depreciation and amortization, exploration expense, impairment of proved crude oil and natural gas properties, non-cash and other items including stock compensation expense, gain on the Sasol Acquisition and unrealized commodity derivative loss.

Adjusted EBITDAX has significant limitations, including that they do not reflect the Company’s cash requirements for capital expenditures, contractual commitments, working capital or debt service. Adjusted EBITDAX should not be considered as a substitute for net income (loss), operating income (loss), cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDAX excludes some, but not all, items that affect net income (loss) and operating income (loss) and these measures may vary among other companies. Therefore, the Company’s Adjusted EBITDAX may not be comparable to similarly titled measures used by other companies.

The tables below reconcile the most directly comparable GAAP financial measure to Adjusted EBITDAX.

VAALCO ENERGY, INC AND SUBSIDIARIES
Preliminary Reconciliations of Non-GAAP Financial Measures
(Unaudited)
(in thousands)

    Three Months Ended     Year Ended December 31,  
Reconciliation of Net Income to Adjusted EBITDAX   December 31,
2022
    December 31,
2021
    September 30,
2022
    2022     2021  
Net income (1)(2)   $ 15,254 – 20,754     $ 34,362     $ 6,868     $ 49,390 – 54,890     $ 81,836  
Add back:                                        
Impact of discontinued operations     14       26       26       72       98  
Interest expense (income), net     1,679       (1 )     234       2,034       (10 )
Income tax expense (benefit) (1)(2)     6, 453 – 8,453       (10,884 )     22,843       70,920 – 72,920       (22,156 )
Depreciation, depletion and amortization     26,316       4,132       8,963       48,143       21,060  
Exploration expense     8       293       56       258       1,579  
FPSO demobilization                 8,867       8,867        
Impairment of proved crude oil and natural gas properties                              
Non-cash or unusual items:                                        
Stock-based compensation     (100 )     361       36       2,200       2,459  
Unrealized derivative instruments loss (gain)     38       (6,075 )     (12,902 )     (5,123 )     4,806  
Gain on Acquisition, net (1)(2)     (9,819 – 13,319 )     302             (9,819 – 13,319 )     (5,189 )
Arrangement Costs     7,006             6,424       14,630        
Other operating (income) expense, net     (43 )                 (38 )     440  
Gain on revision of asset retirement obligations                              
Bad debt expense and other     999       61       1,020       3,082       875  
Adjusted EBITDAX   $ 49,807     $ 22,577     $ 42,435     $ 186,618     $ 85,798  

(1 ) The Company is in the process of finalizing its deferred income tax calculation and the impact on its consolidated financial statements, including the deferred tax impacts associated with the TransGlobe business combination. The Company currently estimates any impact from deferred income tax adjustments will affect the bargain purchase gain from ($1.0) million -$2.5 million, its balance sheet deferred tax assets and liabilities from ($1.5) million – $0.5 million and its impact on net income can range from ($2.5) million -$3.0 million. These estimates are preliminary and are subject to change, possibly materially. Investors should not place undue reliance on these preliminary, estimated numbers.
(2 ) For purposes of the preliminary Adjusted EBITDAX reconciliation for the quarter and year ended December 31, 2022, the Company has used a net income amount of $17.8 million and $51.9 million, respectively and a bargain purchase gain of $10.8 million for both periods, respectively, and tax expenses of $6.9 million and $71.4 million, respectively.

 



Cabaletta Bio Receives FDA Clearance of IND Application for CABA-201 for Treatment of Systemic Lupus Erythematosus

– IND application cleared within 6 months of in-licensing CABA-201 binder –

– CABA-201 data package and experience from prior autoimmune cell therapy INDs informed Phase 1/2 clinical trial design, including the initial dose to be evaluated and the patient dosing intervals –

PHILADELPHIA, March 31, 2023 (GLOBE NEWSWIRE) — Cabaletta Bio, Inc. (Nasdaq: CABA), a clinical-stage biotechnology company focused on developing and launching the first curative targeted cell therapies for patients with autoimmune diseases, today announced that the Company’s Investigational New Drug (IND) application for CABA-201, a 4-1BB-containing fully human CD19-CAR T cell investigational therapy, has been cleared by the U.S. Food and Drug Administration (FDA). The Company plans to initiate a Phase 1/2 clinical trial of CABA-201 for the treatment of systemic lupus erythematosus (SLE) in patients with active lupus nephritis (LN) or active SLE without renal involvement.

“We believe the clearance of this IND application within 6 months of licensing the binder for CABA-201 is an important milestone for patients with autoimmune disease. The efficient clinical trial design was informed by the data package we submitted, including clinical safety data with the CABA-201 binder, our experience from prior autoimmune cell therapy IND applications and our exclusive translational research partnership with the senior author of the Nature Medicine paper, which demonstrated 5/5 durable remissions throughout the follow-up period up to 17 months in patients with refractory SLE,” said Steven Nichtberger, M.D., Chief Executive Officer and Co-founder of Cabaletta. “The Phase 1/2 clinical trial will begin in patients with either active LN or SLE without renal involvement. Based on its similarity to the product used in the Nature Medicine paper, we believe CABA-201 has the potential to provide deep and durable responses for patients with SLE and possibly other autoimmune diseases where B cells play a role to initiate or sustain disease pathology. By achieving a timely IND clearance, we believe we are well positioned to generate 3-month clinical data on efficacy endpoints and tolerability for patients dosed with CABA-201 by the first half of 2024.”

SLE is a chronic, potentially severe, autoimmune disease, most commonly impacting young women between the ages of 15 and 40 with higher frequency and more severity in people of color, where the immune system attacks healthy tissue throughout the body. It is characterized by abnormal B cell function and autoantibody production resulting in a range of clinical manifestations including end organ damage and an increased risk of death. It affects an estimated 160,000-320,000 patients in the U.S. in total. LN is the most common end-organ manifestation of SLE, affecting approximately 40% of SLE patients. Among these patients, the risk of end-stage renal disease is approximately 17% and the risk of death is approximately 12%, each within 10 years of diagnosis.

CABA-201 is designed to be given as a one-time infusion, with the potential to transiently, but fully, eliminate B cells, thus enabling an “immune system reset” and durable remission in patients with SLE. The Phase 1/2 clinical trial is an open-label dose evaluation study designed to evaluate CABA-201 in SLE subjects with active LN or active SLE without renal involvement. Subjects will be treated with a standard preconditioning regimen consisting of fludarabine and cyclophosphamide prior to CABA-201 infusion. This represents the first trial that employs Cabaletta’s CARTA (Chimeric Antigen Receptor T cells for Autoimmunity) strategy.

About Cabaletta Bio

Cabaletta Bio (Nasdaq: CABA) is a clinical-stage biotechnology company focused on the discovery and development of engineered T cell therapies that have the potential to provide a deep and durable, perhaps curative, treatment for patients with autoimmune diseases. The CABA™ platform encompasses two strategies: the CARTA (Chimeric Antigen Receptor T cells for Autoimmunity) strategy, with CABA-201, a 4-1BB-containing fully human CD19-CAR T, as the lead product candidate being evaluated in lupus nephritis and systemic lupus erythematosus without renal involvement, and the CAART (Chimeric AutoAntibody Receptor T cells) strategy, with multiple clinical-stage candidates, including DSG3-CAART for mucosal pemphigus vulgaris and MuSK-CAART for MuSK myasthenia gravis. The expanding CABA™ platform may offer potentially curative therapies for patients with a broad range of autoimmune diseases. Cabaletta Bio’s headquarters and labs are located in Philadelphia, PA.

Forward-Looking Statements

This press release contains “forward-looking statements” of Cabaletta Bio within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including without limitation, express or implied statements regarding expectations regarding: Cabaletta’s ability to grow its autoimmune-focused pipeline; the ability to capitalize on and potential benefits resulting from the translational research partnership with Professor Georg Schett and the exclusive license agreement with IASO Bio; the Company’s business plans and objectives; Cabaletta Bio’s expectations around the potential success and therapeutic benefits of CABA-201, including its belief that CABA-201 may enable an “immune system reset” and provide deep and durable responses for patients with SLE and potentially for patients diagnosed with other autoimmune disease; the Company’s plans to initiate a Phase 1/2 clinical trial of CABA-201 in patients with SLE, including its anticipated progress, clinical trial design, ability to leverage its experience in autoimmune cell therapy and lupus product development; the Company’s planned initial clinical data read-out in the first half of 2024; Cabaletta’s ability to enroll the requisite number of patients, dose each dosing cohort in the intended manner in its Phase 1/2 clinical trial of CABA-201; and the ability to accelerate Cabaletta’s pipeline and develop meaningful therapies for patients, including in collaboration with academic and industry partners and the ability to optimize such collaborations on its development programs.

Any forward-looking statements in this press release are based on management’s current expectations and beliefs of future events, and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that signs of biologic activity or persistence may not inform long-term results; Cabaletta’s ability to demonstrate sufficient evidence of safety, efficacy and tolerability in its preclinical studies and clinical trials of DSG3-CAART, MuSK-CAART and CABA-201; the risk that the results observed with the similarly-designed construct employed in the recent Nature Medicine publication are not indicative of the results we seek to achieve with CABA-201; risks related to clinical trial site activation or enrollment rates that are lower than expected; risks related to unexpected safety or efficacy data observed during clinical studies; risks related to volatile market and economic conditions; risks related to the impact of public health epidemics affecting countries or regions in which Cabaletta has operations or does business, such as COVID-19; Cabaletta’s ability to retain and recognize the intended incentives conferred by Orphan Drug Designation and Fast Track Designation for its product candidates, as applicable; risks related to Cabaletta’s ability to protect and maintain its intellectual property position; risks related to fostering and maintaining successful relationships with Cabaletta’s collaboration and manufacturing partners; uncertainties related to the initiation and conduct of studies and other development requirements for its product candidates; the risk that any one or more of Cabaletta’s product candidates will not be successfully developed and/or commercialized; and the risk that the initial or interim results of preclinical studies or clinical studies will not be predictive of future results in connection with future studies. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause Cabaletta’s actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in Cabaletta’s most recent annual report on Form 10-K as well as discussions of potential risks, uncertainties, and other important factors in Cabaletta’s other and subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and Cabaletta undertakes no duty to update this information unless required by law.

Contacts:

Anup Marda
Chief Financial Officer
[email protected]

Sarah McCabe
Stern Investor Relations, Inc.
212-362-1200
[email protected]