Revenue and Backlog increases of 65% and 28%,
respectively from the Third Quarter of 2021
HOUSTON, March 30,
2022 /PRNewswire/ -- Orbital Energy Group, Inc.
(Nasdaq: OEG) ("Orbital Energy" or the "Company") today reported
its financial results for the three months and twelve months ended
December 31, 2021.
Fourth Quarter Summary
- Revenues of $41.0 million,
compared to $24.8 million in the
prior quarter and $7.6 million for
the fourth quarter of 2020;
- Loss from continuing operations, net of income taxes of
$15.7 million compared to a loss of
$9.5 million in the prior quarter and
a loss of $6.3 million in the fourth
quarter of 2020;
- Adjusted EBITDA loss from continuing operations of $1.2 million compared to a loss of $7.0 million in the prior quarter and a loss of
$3.2 million in the fourth quarter of
2020;
- Acquired Front Line Power Construction, LLC ("Front Line
Power") and Full Moon Telecom, LLC ("Full Moon");
- Industry veteran, Nick
Grindstaff, joins as Chief Financial Officer;
- Repositioned Orbital Gas Systems as discontinued operations and
held for sale.
Full-Year 2021 Summary
- Revenues of $82.9 million,
compared to $21.5 million in
2020
- Loss from continuing operations, net of income taxes of
$49.8 million, compared to a loss of
$25.7 million in 2020;
- Adjusted EBITDA loss from continuing operations of $27.0 million, compared to a loss of $16.5 million in 2020;
- Awarded multiple utility-scale solar farm projects;
- Completed four acquisitions, including platform companies
Gibson Technical Services, LLC ("GTS") and Front Line Power.
"Our fourth quarter results reflect a meaningful sequential
improvement in our financial performance and positions the company
for success in 2022 and beyond. The electric power,
telecommunications, and renewable industries are in robust market
environments and we anticipate an increasing demand for our
infrastructure services going forward." said Jim O'Neil, Vice Chairman and CEO of Orbital
Energy Group. "Furthermore, our acquisition of Front Line Power in
the quarter was transformational for our company, by providing a
significant base of recurring, profitable revenue streams with
strong organic growth opportunities for years to come."
Fourth Quarter 2021 Financial
Results
Total revenue was $41.0 million,
compared to $24.8 million in the
previous quarter and $7.6 million in
the fourth quarter of 2020. The sequential and year-over-year
improvement is primarily due to the acquisitions of GTS and Front
Line Power in 2021.
Electric Power revenue for the fourth quarter was $23.3 million, compared to $12.2 million in the previous quarter and
$3.6 million in the fourth quarter of
2020. The increase was primarily due to the acquisition of
Front Line Power. Telecommunications revenue for the quarter was
$13.0 million, compared to
$8.7 million in the prior quarter and
zero revenue in the fourth quarter of 2020. Renewables revenue was
$4.8 million in the fourth quarter
2021, compared to $3.9 million in the
prior quarter and $4.0 million in the
fourth quarter of 2020.
Gross profit in the fourth quarter was $7.4 million, compared to a gross profit of
$2.3 million in the third quarter and
gross profit of $2.1 million in the
fourth quarter of 2020. Total operating expenses were
$16.1 million, compared to
$13.1 in the prior quarter and
$8.5 million in the fourth quarter of
2020. Loss from continuing operations before taxes was $15.2 million, compared to a loss of $11.6 million in the previous quarter and a loss
of $6.3 million in the fourth quarter
of 2020.
The financial performance in the quarter was impacted by
continued investment in the growth of our electric power and
telecommunications segments as well as construction delays on
utility scale solar projects.
Full-Year 2021 Financial
Results
Total revenue was $82.9 million,
compared to $21.5 million in
2020.
Electric Power revenue for the year was $43.6 million, compared to $8.5 million in 2020. The increase was
primarily due to organic growth in Orbital Power Inc. and the
acquisition of Front Line Power in November
2021. Telecommunications revenue for 2021 was $27.8 million, reflecting the acquisition of GTS
and two tuck-in's, Full Moon and IMMCO, Inc., in 2021. Renewables
revenue was $11.6 million in 2021,
compared to $13.0 million in the
prior year.
Gross profit in 2021 was $4.3
million, compared to $1.9
million in the prior year. Total operating expenses were
$57.1 million, compared to
$24.0 in the prior year. Loss
from continuing operations net of taxes was $49.8 million, compared to $25.7 million in the prior year.
The year-over-year trend in financial performance was
attributable to start-up costs at the Electric Power segment and
projects with lower than normal margins during the period for the
Renewables segment due to supply chain delays caused by COVID-19
leading to inefficiencies.
Conference Call
Management will host a conference call today, March 30, 2022 at 5:00 pm
ET to discuss these results and recent corporate
developments. After management's opening remarks, there will be a
question-and-answer period. To access the call, please dial (678)
894-3054 and provide conference ID 4586413. A live webcast of the
conference call and accompanying slide presentation can be accessed
via the Investor Relations/Events & Presentations section of
the Orbital Energy website (www.orbitalenergygroup.com).
For those unable to attend the live call, a telephonic replay
will be available until April 9,
2022. To access the replay of the call dial (404) 537-3406
and provide conference ID 4586413. An archived copy of the webcast
and slide presentation will also be available via the link
referenced above.
About Orbital
Orbital Energy Group, Inc. (Nasdaq: OEG) is a diversified
infrastructure services platform, providing engineering, design,
construction, and maintenance services to customers in the electric
power, telecommunications, and renewable industries.
Orbital Energy Group is dedicated to maximizing shareholder
value, by striving to exceed our customers' expectations, building
a diverse workforce and making a positive difference in the lives
of our employees and the communities in which we operate, and
contributing to reducing the carbon footprint through the services
we provide.
For more information please visit:
www.orbitalenergygroup.com
Non-GAAP Financial
Measures
The financial measures not prepared in conformity with generally
accepted accounting principles in the
United States (GAAP) that are utilized in this press release
are provided to enable investors, analysts and management to
evaluate Orbital Energy's performance excluding the effects of
certain items that management believes impact the comparability of
operating results between reporting periods. In addition,
management believes these measures are useful in comparing Orbital
Energy's operating results with those of its competitors. These
measures should be used in addition to, and not in lieu of,
financial measures prepared in conformity with GAAP. Please see the
accompanying tables for reconciliations of the following non-GAAP
financial measures for Orbital Energy's current and historical
results (as applicable): EBITDA and adjusted EBITDA from continuing
operations (non-GAAP financial measures) to loss from continuing
operations, net of income taxes.
Forward Looking
Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and Private
Securities Litigation Reform Act, as amended, including those
relating to the expected use of proceeds. These statements
may be identified by the use of forward-looking expressions,
including, but not limited to, "expect," "anticipate," "intend,"
"plan," "believe," "estimate," "potential," "predict," "project,"
"should," "would" and similar expressions and the negatives of
those terms. These statements relate to future events and
involve known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements to be
materially different from any results, performance or achievements
expressed or implied by the forward-looking statements. Such
factors include the risk factors set forth in the Company's filings
with the SEC, including, without limitation, its Annual Report on
Form 10-K for the years ended December 31,
2020 and 2021 (when filed), its periodic reports on Form
10-Q, and its Current Reports on Form 8-K filed in 2020 and 2021,
as well as the risks identified in the shelf registration statement
and the prospectus supplement relating to the offering. Prospective
investors are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
press release. Orbital undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new
information, future events or otherwise.
Investor Relations:
Three Part Advisors
John Beisler or Steven Hooser
817-310-8776
investors@orbitalenergygroup.com
Orbital Energy Group,
Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
|
|
|
|
December 31,
|
|
|
December 31,
|
|
(In thousands, except
share and per share amounts)
|
|
2021
|
|
|
2020
|
|
Assets:
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
26,865
|
|
|
$
|
3,046
|
|
Restricted cash -
current
|
|
|
150
|
|
|
|
452
|
|
Trade accounts
receivable, net of allowance
|
|
|
48,752
|
|
|
|
5,689
|
|
Inventories
|
|
|
1,335
|
|
|
|
—
|
|
Contract
assets
|
|
|
7,478
|
|
|
|
6,820
|
|
Notes receivable,
current portion
|
|
|
3,536
|
|
|
|
44
|
|
Prepaid expenses and
other current assets
|
|
|
6,919
|
|
|
|
2,601
|
|
Assets held for sale,
current portion
|
|
|
6,679
|
|
|
|
6,146
|
|
Total current
assets
|
|
|
101,714
|
|
|
|
24,798
|
|
Property and equipment,
less accumulated depreciation
|
|
|
29,638
|
|
|
|
2,084
|
|
Investment
|
|
|
1,063
|
|
|
|
1,063
|
|
Right of use assets -
operating leases
|
|
|
18,247
|
|
|
|
6,268
|
|
Right of use assets -
financing leases
|
|
|
14,702
|
|
|
|
—
|
|
Goodwill
|
|
|
100,899
|
|
|
|
7,006
|
|
Other intangible
assets, net
|
|
|
142,656
|
|
|
|
10,553
|
|
Restricted cash,
noncurrent portion
|
|
|
1,026
|
|
|
|
1,026
|
|
Note
receivable
|
|
|
836
|
|
|
|
3,601
|
|
Deposits and other
assets
|
|
|
1,558
|
|
|
|
120
|
|
Assets held for sale,
noncurrent portion
|
|
|
—
|
|
|
|
9,526
|
|
Total assets
|
|
$
|
412,339
|
|
|
$
|
66,045
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Stockholders' Equity:
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
10,111
|
|
|
$
|
8,960
|
|
Notes payable,
current
|
|
|
72,774
|
|
|
|
11,681
|
|
Line of
credit
|
|
|
2,500
|
|
|
|
441
|
|
Operating lease
obligations - current portion
|
|
|
4,674
|
|
|
|
1,369
|
|
Financing lease
obligations - current portion
|
|
|
4,939
|
|
|
|
—
|
|
Accrued
expenses
|
|
|
28,301
|
|
|
|
4,372
|
|
Contract
liabilities
|
|
|
6,503
|
|
|
|
4,873
|
|
Financial instrument
liability
|
|
|
825
|
|
|
|
—
|
|
Liabilities held for
sale, current portion
|
|
|
4,367
|
|
|
|
5,380
|
|
Total current
liabilities
|
|
|
134,994
|
|
|
|
37,076
|
|
Deferred tax
liabilities
|
|
|
260
|
|
|
|
—
|
|
Notes payable, less
current portion
|
|
|
156,605
|
|
|
|
4,850
|
|
Operating lease
obligations, less current portion
|
|
|
13,555
|
|
|
|
4,774
|
|
Financing lease
obligations, less current portion
|
|
|
9,939
|
|
|
|
—
|
|
Other long-term
liabilities
|
|
|
720
|
|
|
|
1,368
|
|
Liabilities held for
sale, noncurrent portion
|
|
|
—
|
|
|
|
830
|
|
Total
liabilities
|
|
|
316,073
|
|
|
|
48,898
|
|
|
|
|
|
|
|
|
|
|
Commitments and
contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
|
|
Preferred stock, par
value $0.001; 10,000,000 shares authorized; no shares issued at
December 31, 2021 or December 31, 2020
|
|
|
—
|
|
|
|
—
|
|
Common stock, par value
$0.001; 325,000,000 shares authorized; 82,259,739 shares issued and
81,906,676 shares outstanding at December 31, 2021 and 31,029,642
shares issued and 30,676,579 shares outstanding at December 31,
2020
|
|
|
82
|
|
|
|
31
|
|
Additional paid-in
capital
|
|
|
311,487
|
|
|
|
171,616
|
|
Treasury stock at cost;
353,063 shares held at December 31, 2021 and December 31,
2020
|
|
|
(413)
|
|
|
|
(413)
|
|
Accumulated
deficit
|
|
|
(210,934)
|
|
|
|
(149,681)
|
|
Accumulated other
comprehensive loss
|
|
|
(3,995)
|
|
|
|
(4,406)
|
|
Total Orbital Energy
Group, Inc.'s stockholders' equity
|
|
|
96,227
|
|
|
|
17,147
|
|
Noncontrolling
interest
|
|
|
39
|
|
|
|
—
|
|
Total stockholders'
equity
|
|
|
96,266
|
|
|
|
17,147
|
|
Total liabilities and
stockholders' equity
|
|
$
|
412,339
|
|
|
$
|
66,045
|
|
Orbital Energy Group,
Inc.
Condensed Consolidated
Statements of Operations
(Unaudited)
|
|
|
|
For the Three
Months
|
|
|
For the Year
|
|
(In thousands, except
share and per share amounts)
|
|
Ended December
31,
|
|
|
Ended December
31,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
41,047
|
|
|
$
|
7,583
|
|
|
$
|
82,948
|
|
|
$
|
21,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenues
|
|
|
33,649
|
|
|
|
5,436
|
|
|
|
78,630
|
|
|
|
19,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
7,398
|
|
|
|
2,147
|
|
|
|
4,318
|
|
|
|
1,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expense
|
|
|
12,533
|
|
|
|
5,836
|
|
|
|
50,024
|
|
|
|
19,041
|
|
Depreciation and
amortization
|
|
|
3,344
|
|
|
|
1,083
|
|
|
|
6,762
|
|
|
|
3,260
|
|
Provision for bad
debt
|
|
|
253
|
|
|
|
1,626
|
|
|
|
346
|
|
|
|
1,626
|
|
Other operating
(income) expense
|
|
|
(8)
|
|
|
|
—
|
|
|
|
(23)
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating
expenses
|
|
|
16,122
|
|
|
|
8,545
|
|
|
|
57,109
|
|
|
|
23,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from
operations
|
|
|
(8,724)
|
|
|
|
(6,398)
|
|
|
|
(52,791)
|
|
|
|
(22,031)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
(1,226)
|
|
|
|
912
|
|
|
|
777
|
|
|
|
982
|
|
Interest
expense
|
|
|
(5,240)
|
|
|
|
(832)
|
|
|
|
(8,337)
|
|
|
|
(1,298)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing
operations before income taxes and equity in net loss of
affiliate
|
|
|
(15,190)
|
|
|
|
(6,318)
|
|
|
|
(60,351)
|
|
|
|
(22,347)
|
|
Net loss of
affiliate
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(4,806)
|
|
Loss from continuing
operations before taxes
|
|
|
(15,190)
|
|
|
|
(6,318)
|
|
|
|
(60,351)
|
|
|
|
(27,153)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
benefit
|
|
|
527
|
|
|
|
15
|
|
|
|
(10,508)
|
|
|
|
(1,451)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing
operations, net of income taxes
|
|
|
(15,717)
|
|
|
|
(6,333)
|
|
|
|
(49,843)
|
|
|
|
(25,702)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations of
discontinued operations
|
|
|
(10,518)
|
|
|
|
(1,649)
|
|
|
|
(12,705)
|
|
|
|
(3,097)
|
|
Income tax
benefit
|
|
|
(1,334)
|
|
|
|
(443)
|
|
|
|
(1,334)
|
|
|
|
(1,352)
|
|
Loss from discontinued
operations, net of income taxes
|
|
|
(9,184)
|
|
|
|
(1,206)
|
|
|
|
(11,371)
|
|
|
|
(1,745)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(24,901)
|
|
|
|
(7,539)
|
|
|
|
(61,214)
|
|
|
|
(27,447)
|
|
Less: net income
attributable to noncontrolling interest
|
|
|
39
|
|
|
|
—
|
|
|
|
39
|
|
|
|
—
|
|
Net loss attributable
to Orbital Energy Group, Inc.
|
|
$
|
(24,940)
|
|
|
$
|
(7,539)
|
|
|
$
|
(61,253)
|
|
|
$
|
(27,447)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
weighted average common shares outstanding
|
|
|
73,796,526
|
|
|
|
30,464,207
|
|
|
|
58,348,489
|
|
|
|
29,937,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing
operations per common share - basic and diluted
|
|
$
|
(0.21)
|
|
|
$
|
(0.21)
|
|
|
$
|
(0.86)
|
|
|
$
|
(0.86)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued
operations - basic and diluted
|
|
$
|
(0.12)
|
|
|
$
|
(0.04)
|
|
|
$
|
(0.19)
|
|
|
$
|
(0.06)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share -
basic and diluted
|
|
$
|
(0.34)
|
|
|
$
|
(0.25)
|
|
|
$
|
(1.05)
|
|
|
$
|
(0.92)
|
|
Orbital Energy Group,
Inc.
Condensed Consolidated
Statements of Cash Flows
(Unaudited)
|
|
|
|
2021
|
|
|
2020
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(61,214)
|
|
|
$
|
(27,447)
|
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
5,208
|
|
|
|
820
|
|
Amortization of
intangibles
|
|
|
7,702
|
|
|
|
4,421
|
|
Amortization of debt
discount
|
|
|
3,392
|
|
|
|
75
|
|
Gain on extinguishment
of debt and loan modifications
|
|
|
(1,134)
|
|
|
|
—
|
|
Amortization of note
receivable discount
|
|
|
(319)
|
|
|
|
(288)
|
|
Stock-based
compensation and expense
|
|
|
12,168
|
|
|
|
280
|
|
Fair value adjustment
to liability for stock appreciation rights
|
|
|
2,054
|
|
|
|
648
|
|
Fair value adjustment
to financial instrument liability
|
|
|
(33)
|
|
|
|
—
|
|
Net loss of
affiliate
|
|
|
—
|
|
|
|
4,806
|
|
Provision for bad
debt
|
|
|
343
|
|
|
|
1,639
|
|
Deferred income
taxes
|
|
|
(10,878)
|
|
|
|
(1,006)
|
|
Non-cash unrealized
foreign currency gain
|
|
|
492
|
|
|
|
(310)
|
|
Impairment of assets
held for sale
|
|
|
9,185
|
|
|
|
—
|
|
Inventory
reserve
|
|
|
(350)
|
|
|
|
(424)
|
|
Gain (loss) on disposal
of assets
|
|
|
(26)
|
|
|
|
39
|
|
Gain on sale of
businesses
|
|
|
—
|
|
|
|
(14)
|
|
|
|
|
|
|
|
|
|
|
Change in operating
assets and liabilities, net of acquisition:
|
|
|
|
|
|
|
|
|
Trade accounts
receivable
|
|
|
(19,173)
|
|
|
|
3,675
|
|
Inventories
|
|
|
(425)
|
|
|
|
3,766
|
|
Contract
assets
|
|
|
(296)
|
|
|
|
(2,250)
|
|
Prepaid expenses and
other current assets
|
|
|
41
|
|
|
|
1,614
|
|
Right of use
assets/lease liabilities, net of acquisitions:
|
|
|
49
|
|
|
|
(222)
|
|
Deposits and other
assets
|
|
|
(24)
|
|
|
|
(1,197)
|
|
Increase (decrease) in
operating liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
(38)
|
|
|
|
(3,521)
|
|
Accrued
expenses
|
|
|
4,540
|
|
|
|
(1,856)
|
|
Contract
liabilities
|
|
|
3,060
|
|
|
|
1,720
|
|
NET CASH USED IN
OPERATING ACTIVITIES
|
|
|
(45,676)
|
|
|
|
(15,032)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Cash paid for
acquisitions, net of cash received
|
|
|
(132,518)
|
|
|
|
(2,981)
|
|
Purchases of property
and equipment
|
|
|
(7,779)
|
|
|
|
(1,696)
|
|
Deposits on financing
lease property and equipment
|
|
|
(762)
|
|
|
|
—
|
|
Cash paid for working
capital adjustment on Power group disposition
|
|
|
—
|
|
|
|
(2,804)
|
|
Sale of discontinued
operations, net of cash
|
|
|
—
|
|
|
|
(227)
|
|
Proceeds from sale of
property and equipment
|
|
|
141
|
|
|
|
605
|
|
Purchase of other
intangible assets
|
|
|
(705)
|
|
|
|
(11)
|
|
Purchase of convertible
note receivable
|
|
|
—
|
|
|
|
(260)
|
|
Purchase of
investments
|
|
|
(1,025)
|
|
|
|
(532)
|
|
Proceeds from notes
receivable
|
|
|
621
|
|
|
|
—
|
|
NET CASH USED IN
INVESTING ACTIVITIES
|
|
|
(142,027)
|
|
|
|
(7,906)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from line of
credit
|
|
|
3,250
|
|
|
|
100
|
|
Payments on line of
credit
|
|
|
(1,191)
|
|
|
|
(109)
|
|
Payments on financing
lease obligations
|
|
|
(1,995)
|
|
|
|
(4)
|
|
Proceeds from notes
payable, net of debt discounts and issuance costs
|
|
|
143,045
|
|
|
|
8,145
|
|
Payments on notes
payable
|
|
|
(9,941)
|
|
|
|
(4,131)
|
|
Proceeds from sales of
common stock
|
|
|
78,046
|
|
|
|
—
|
|
NET CASH PROVIDED BY
FINANCING ACTIVITIES
|
|
|
211,214
|
|
|
|
4,001
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate
changes on cash
|
|
|
6
|
|
|
|
110
|
|
Net (decrease) increase
in cash, cash equivalents and restricted cash
|
|
|
23,517
|
|
|
|
(18,827)
|
|
Cash, cash equivalents
and restricted cash at beginning of year
|
|
|
4,524
|
|
|
|
23,351
|
|
CASH, CASH EQUIVALENTS
AND RESTRICTED CASH AT END OF YEAR
|
|
$
|
28,041
|
|
|
$
|
4,524
|
|
Reconciliation of Non-GAAP
Financial Measures
EBITDA and Adjusted EBITDA from Continuing
Operations for the Three and Twelve Months Ended December 31, 2021, and 2020
The following table presents reconciliations of
the non-GAAP financial measures of EBITDA and Adjusted EBITDA from
continuing operations to loss from continuing operations, net of
taxes for the three and twelve months ended December 31, 2021, and 2020. These
reconciliations are intended to provide useful information to
investors and analysts as they evaluate the Company's performance.
EBITDA from continuing operations is defined as loss from
continuing operations before interest, taxes, depreciation and
amortization, and Adjusted EBITDA from continuing operations is
defined as EBITDA from continuing operations adjusted for certain
other items as described below. We believe that the exclusion of
these items from loss from continuing operations enables management
and investors to more effectively evaluate the Company's operations
period over period and to identify operating trends that might not
be apparent when including the excluded items. However, these
measures should not be considered as an alternative to loss from
continuing operations or other measures of performance that are
derived in accordance with GAAP. As to certain of the items below,
(i) stock-based compensation and expense may vary from period to
period due to fair value adjustments from changes in market
conditions, forfeiture rates, accelerated vesting and amounts
granted; (ii) acquisition costs vary from period to period
depending on the Company's level of acquisition activity; (iii)
equity in (earnings) losses of non-integral unconsolidated
affiliates varies from period to period depending on the activity
and financial performance of non-integral unconsolidated
affiliates, including other than temporary impairment charges on
the value of the investment using the equity method of accounting;
(iv) gain or loss on disposal of assets varies from period to
period depending on operational wear and tear and condition of the
Company's fixed assets; (v) gain or loss on extinguishment and
modification of debt varies from period to period depending on
changes in the Company's financing activities and the exercise of
certain debt-to-equity conversion features; and (vi) fair value
adjustments to equity-linked financial instrument liabilities
varies from period to period depending on changes in the market
price of Orbital Energy's common stock and certain assumptions used
in fair valuation calculations. Because EBITDA and adjusted EBITDA
from continuing operations, as defined, exclude some, but not all,
items that affect loss from continuing operations, such measures
may not be comparable to similarly titled measures of other
companies. The most comparable GAAP financial measure, loss from
continuing operations, net of income taxes and information
reconciling the GAAP and non-GAAP financial measures, are included
below. See notes to follow:
(In
thousands)
|
|
For the Three Months
Ended
|
|
|
For the Year
Ended
|
|
(Unaudited)
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Loss from continuing
operations, net of income taxes (GAAP)
|
|
$
|
(15,717)
|
|
|
$
|
(6,333)
|
|
|
$
|
(49,843)
|
|
|
$
|
(25,702)
|
|
Interest expense,
net
|
|
|
5,147
|
|
|
|
757
|
|
|
|
7,999
|
|
|
|
1,005
|
|
Income tax expense
(benefit)
|
|
|
527
|
|
|
|
15
|
|
|
|
(10,508)
|
|
|
|
(1,451)
|
|
Depreciation and
amortization
|
|
|
5,588
|
|
|
|
1,244
|
|
|
|
11,272
|
|
|
|
3,752
|
|
EBITDA from
continuing operations (a)
|
|
|
(4,455)
|
|
|
|
(4,317)
|
|
|
|
(41,080)
|
|
|
|
(22,396)
|
|
Stock-based
compensation and expense (b)
|
|
|
1,846
|
|
|
|
916
|
|
|
|
13,130
|
|
|
|
928
|
|
Acquisition costs
(c)
|
|
|
230
|
|
|
|
—
|
|
|
|
1,323
|
|
|
|
—
|
|
Equity (earnings)
losses of non-integral unconsolidated affiliates (d)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,806
|
|
(Gain) loss on disposal
of assets (e)
|
|
|
(8)
|
|
|
|
—
|
|
|
|
(23)
|
|
|
|
24
|
|
(Gain) loss on
extinguishment and modification of debt (f)
|
|
|
1,268
|
|
|
|
154
|
|
|
|
(365)
|
|
|
|
154
|
|
Fair value adjustment
to equity-linked financial instruments (g)
|
|
|
(33)
|
|
|
|
—
|
|
|
|
(33)
|
|
|
|
—
|
|
Adjusted EBITDA from
continuing operations (a)
|
|
$
|
(1,152)
|
|
|
$
|
(3,247)
|
|
|
$
|
(27,048)
|
|
|
$
|
(16,484)
|
|
|
|
(a)
|
The calculations of
EBITDA and Adjusted EBITDA from continuing operations for the three
and twelve months ended December 31, 2020 have been amended to
conform to the current period calculations of EBITDA and Adjusted
EBITDA from continuing operations.
|
(b)
|
The amounts include
non-cash expenses recognized from the vesting of stock-based
compensation awards issued to employees, executives, directors and
consultants for services provided and fair value adjustments on
executive Stock Appreciation Rights ("SARS") compensation
awards.
|
(c)
|
The amounts for the
three and twelve months ended December 31, 2021 includes certain
acquisition-related costs of $0.2 million incurred for the
acquisition of Front Line Power Construction, LLC and $1.4 million
of costs incurred for the acquisition of Front Line Power
Construction, LLC, Gibson Technical Services, LLC and IMMCO,
Inc.
|
(d)
|
The amount for the
twelve months ended December 31, 2020 includes a $4.8. million loss
on its equity-method investment in Virtual Power Systems ("VPS"),
which includes a $3.5 million impairment that was recorded due to
identified other than temporary impairment charges on the value of
the investment.
|
(e)
|
The amounts relate to
net gains or losses recognized on the disposal of the Company's
fixed assets.
|
(f)
|
The amounts for the
three and twelve months ended December 31, 2021 relate to net gains
or losses recognized for the extinguishment and modification of
certain debt related to the forgiveness of payroll protection loans
by the U.S. government and the settlement of certain notes payable
to institutional investors through the issuance of shares of common
stock.
|
(g)
|
The amounts for the
three and twelve months ended December 31, 2021 include fair value
adjustments related to certain down-round and anti-dilutive
protections on equity-linked financial instruments issued to the
lenders of the Company's syndicated debt.
|
Estimated EBITDA and Adjusted EBITDA from Continuing
Operations for the Full Year 2022
The following table presents reconciliations of the non-GAAP
financial measures of EBITDA and Adjusted EBITDA from continuing
operations to loss from continuing operations, net of income taxes
for the full year ending December 31,
2022. These reconciliations are intended to provide useful
information to investors and analysts as they evaluate the
Company's expected performance. EBITDA from continuing operations
is defined as loss from continuing operations before interest,
taxes, depreciation and amortization, and Adjusted EBITDA from
continuing operations is defined as EBITDA from continuing
operations adjusted for certain other items as described below. We
believe that the exclusion of these items from loss from continuing
operations enables management and investors to more effectively
evaluate the Company's operations period over period and to
identify operating trends that might not be apparent when including
the excluded items. However, these measures should not be
considered as an alternative to loss from continuing operations or
other measures of performance that are derived in accordance with
GAAP. As to certain of the items below, stock-based compensation
expense may vary from period to period due to fair value
adjustments from changes in market conditions, forfeiture rates,
accelerated vesting and amounts granted. Because EBITDA and
adjusted EBITDA from continuing operations, as defined, exclude
some, but not all, items that affect loss from continuing
operations, such measures may not be comparable to similarly titled
measures of other companies. The most comparable GAAP financial
measure, loss from continuing operations, net of income taxes and
information reconciling the GAAP and non-GAAP financial measures,
are included below. See notes to follow:
|
|
Estimated
Range
|
|
(In
thousands)
(Unaudited)
|
|
Full Year Ending
December 31, 2022
|
|
Loss from continuing
operations, net of income taxes (as defined by GAAP)
|
|
$
|
(21,616)
|
|
|
$
|
(16,816)
|
|
Interest expense,
net
|
|
|
25,671
|
|
|
|
25,671
|
|
Income tax expense
(benefit) (a)
|
|
|
300
|
|
|
|
500
|
|
Depreciation and
amortization
|
|
|
28,445
|
|
|
|
28,445
|
|
EBITDA from
continuing operations
|
|
|
32,800
|
|
|
|
37,800
|
|
Stock-based
compensation and expense
|
|
|
5,200
|
|
|
|
5,200
|
|
Adjusted EBITDA from
continuing operations
|
|
$
|
38,000
|
|
|
$
|
43,000
|
|
|
|
(a)
|
These amounts include
estimated state minimum tax expenses determined using the statutory
tax rates of the jurisdictions where taxable income is expected to
be earned. These amounts do not include federal and foreign income
tax expense (benefits) as the Company does not expect to generate
taxable income related to its US and foreign jurisdictions and
expects valuation allowance reserves to be recognized on any
deferred tax assets realized during the full year 2022.
|
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SOURCE Orbital Energy Group, Inc.