Record Quarterly Revenue of $93.9 Million
Raises Full-Year 2022 Revenue
Guidance to a Range of $405
Million to $450
Million
HOUSTON, Aug. 11,
2022 /PRNewswire/ -- Orbital Infrastructure
Group, Inc. (Nasdaq: OIG) ("Orbital Infrastructure" or the
"Company") today reported its financial results for the second
quarter ended June 30, 2022.
Second Quarter Summary
- Revenues of $93.9 million,
compared to $70.3 million in the
prior quarter and $11.5 million for
the second quarter of 2021;
- Gross profit of $9.8 million
compared to a gross loss of $2.9
million in the second quarter of 2021;
- Operating loss of $7.7 million,
an improvement of $9.9 million from
the second quarter of 2021;
- Adjusted EBITDA from continuing operations was a positive
$2.1 million compared to a positive
$3.8 million in the prior quarter and
a loss of $10.0 million in the second
quarter of 2021;
- Backlog of $495.3 million as of
June 30, 2022, with $291.0 million expected to be recognized in the
next twelve months.
Item Subsequent to the End of Second Quarter
- Rebranded to Orbital Infrastructure Group to better reflect
Company's go-forward strategy
"Our second quarter results reflect the continued strength of
our infrastructure services platform, including our Electric Power
and Telecommunications segments," said Jim
O'Neil, Vice Chairman and CEO of Orbital Infrastructure
Group. "Our backlog and end market drivers remain strong thanks to
historic spending to rebuild our electric grid and expand broadband
access. Overall, we remain confident in our strategy and believe
the mega-trends across our segments will lead to long-term
shareholder value."
Second Quarter 2022 Financial Results
Total revenue was $93.9 million,
compared to $70.3 million in the
previous quarter and $11.5 million in
the second quarter of 2021. The sequential and year-over-year
improvement is primarily due to the acquisitions of GTS and Front
Line Power last year.
Electric Power revenue for the second quarter was $41.3 million, compared to $39.7 million in the prior quarter and
$4.9 million in the second quarter of
2021. The increase was primarily due to the acquisition of Front
Line Power. Telecommunications revenue for the second quarter was
$20.4 million, compared to
$16.1 million in the prior quarter
and $6.1 million in the second
quarter of 2021. Renewables revenue for the first quarter was
$32.3 million, compared to
$14.5 million in the prior quarter
and $0.5 million in the second
quarter of 2021.
Gross profit in the second quarter was $9.8 million, compared to gross profit of
$11.6 million in the prior quarter
and gross loss of $2.9 million in the
second quarter of 2021. Total operating expenses in the second
quarter were $17.5 million, compared
to $13.4 million in the prior quarter
and $14.7 million in the second
quarter of 2021. Loss from continuing operations before taxes in
the second quarter was $29.7 million,
compared to a loss of $36.4 million
in the first quarter, and loss of $17.3
million in the second quarter of 2021.
Full Year 2022 Outlook
The Company is raising its full-year consolidated revenue
guidance to a range of $405 million
to $450 million, from a range of
$375 million to $425 million, and reaffirming its full-year
Adjusted EBITDA guidance of $38 to
$43 million. The revenue
revision is due to improved performance with its Electric Power and
Telecommunications segments, which are experiencing significant
demand for its services, partially offset by the Renewables
segment.
Conference Call
Management will host a conference call today, August 11, 2022 at 8:30 am
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 (412)
317-1826. A live webcast of the conference call can be accessed via
the Investor Relations/Events & Presentations section of the
website (http://www.orbitalenergygroup.com).
For those unable to attend the live call, a telephonic replay
will be available until August 27,
2022. To access the replay of the call dial (412) 317-0088
and provide conference ID 8068575. An archived copy of the webcast
will also be available via the website.
About Orbital
Orbital Infrastructure Group, Inc. (Nasdaq: OIG) is a
diversified infrastructure services platform, providing
engineering, design, construction, and maintenance services to
customers in three operating segments; electric power,
telecommunications, and renewables.
Beginning in April 2021, Orbital
Infrastructure Group transformed its infrastructure strategy with
the acquisitions of GTS and Front Line Power Construction, the
company's telecommunications and electric power segment platforms,
as well as three synergistic "tuck in" acquisitions (IMMCO, Inc,
Full Moon Telecom, and Coax Fiber Solutions) and the divestiture of
its legacy Orbital Gas Systems business. The Company is now
positioned to profitably grow its infrastructure services platform
for years to come, organically and through synergistic acquisitions
to capitalize on strong multi-year end market drivers in the
industries we serve.
Orbital Infrastructure 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:
http://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
Infrastructure'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 Infrastructure'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 Infrastructure'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, 2021,
its periodic reports on Form 10-Q, and its Current Reports on Form
8-K filed in 2021 and 2022, 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 Infrastructure
Group, Inc.
|
Condensed Consolidated Balance Sheets
|
(Unaudited)
|
|
|
|
June 30,
|
|
|
December 31,
|
|
(in thousands, except
share and per share amounts)
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
31,584
|
|
|
$
|
26,865
|
|
Restricted cash -
current
|
|
|
123
|
|
|
|
150
|
|
Trade accounts
receivable, net of allowance
|
|
|
51,433
|
|
|
|
48,752
|
|
Inventories
|
|
|
1,077
|
|
|
|
1,335
|
|
Contract
assets
|
|
|
22,055
|
|
|
|
7,478
|
|
Note receivable,
current portion
|
|
|
1,401
|
|
|
|
3,536
|
|
Prepaid expenses and
other current assets
|
|
|
8,032
|
|
|
|
6,919
|
|
Assets held for sale -
current
|
|
|
4,209
|
|
|
|
6,679
|
|
Total current
assets
|
|
|
119,914
|
|
|
|
101,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment,
less accumulated depreciation
|
|
|
27,553
|
|
|
|
29,638
|
|
Investment
|
|
|
1,063
|
|
|
|
1,063
|
|
Right of use assets -
Operating leases
|
|
|
19,105
|
|
|
|
18,247
|
|
Right of use assets -
Financing leases
|
|
|
13,155
|
|
|
|
14,702
|
|
Goodwill
|
|
|
102,966
|
|
|
|
100,899
|
|
Other intangible
assets, net
|
|
|
133,186
|
|
|
|
142,656
|
|
Restricted
cash
|
|
|
486
|
|
|
|
1,026
|
|
Note
receivable
|
|
|
ā
|
|
|
|
836
|
|
Deposits and other
assets
|
|
|
1,579
|
|
|
|
1,558
|
|
Total assets
|
|
$
|
419,007
|
|
|
$
|
412,339
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Stockholders' Equity:
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
27,595
|
|
|
$
|
10,111
|
|
Notes payable,
current
|
|
|
117,589
|
|
|
|
72,774
|
|
Line of
credit
|
|
|
4,000
|
|
|
|
2,500
|
|
Operating lease
obligations - current portion
|
|
|
4,858
|
|
|
|
4,674
|
|
Financing lease
obligations - current portion
|
|
|
5,170
|
|
|
|
4,939
|
|
Accrued
expenses
|
|
|
31,740
|
|
|
|
28,301
|
|
Contract
liabilities
|
|
|
2,367
|
|
|
|
6,503
|
|
Financial instrument
liability, current portion
|
|
|
24,080
|
|
|
|
825
|
|
Liabilities held for
sale, current
|
|
|
1,380
|
|
|
|
4,367
|
|
Total current
liabilities
|
|
|
218,779
|
|
|
|
134,994
|
|
Financial instrument
liability, noncurrent portion
|
|
|
15,404
|
|
|
|
ā
|
|
Warrant
liabilities
|
|
|
7,915
|
|
|
|
ā
|
|
Deferred tax
liabilities
|
|
|
260
|
|
|
|
260
|
|
Notes payable, less
current portion
|
|
|
104,022
|
|
|
|
156,605
|
|
Operating lease
obligations, less current portion
|
|
|
14,423
|
|
|
|
13,555
|
|
Financing lease
obligations, less current portion
|
|
|
8,320
|
|
|
|
9,939
|
|
Other long-term
liabilities
|
|
|
720
|
|
|
|
720
|
|
Total
liabilities
|
|
|
369,843
|
|
|
|
316,073
|
|
|
|
|
|
|
|
|
|
|
Commitments and
contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
|
|
Preferred stock, par
value $0.001; 10,000,000 shares authorized; no shares issued at
June 30, 2022 or December 31, 2021
|
|
|
ā
|
|
|
|
ā
|
|
Common stock, par value
$0.001; 325,000,000 shares authorized; 111,256,659 shares issued
and 110,903,596 shares outstanding at June 30, 2022 and 82,259,739
shares issued and 81,906,676 shares outstanding at December 31,
2021
|
|
|
111
|
|
|
|
82
|
|
Additional paid-in
capital
|
|
|
329,425
|
|
|
|
311,487
|
|
Treasury stock at cost;
353,063 shares held at June 30, 2022 and December 31,
2021
|
|
|
(413)
|
|
|
|
(413)
|
|
Accumulated
deficit
|
|
|
(279,358)
|
|
|
|
(210,934)
|
|
Accumulated other
comprehensive loss
|
|
|
(505)
|
|
|
|
(3,995)
|
|
Total Orbital
Infrastructure Group, Inc.'s stockholders' equity
|
|
|
49,260
|
|
|
|
96,227
|
|
Noncontrolling
interest
|
|
|
(96)
|
|
|
|
39
|
|
Total stockholders'
equity
|
|
|
49,164
|
|
|
|
96,266
|
|
Total liabilities and
stockholders' equity
|
|
$
|
419,007
|
|
|
$
|
412,339
|
|
Orbital Infrastructure
Group, Inc.
|
Condensed Consolidated
Statements of Operations
|
(Unaudited)
|
|
|
|
For the Three
Months
|
|
|
For the Six
Months
|
|
(in thousands, except
share and per share amounts)
|
|
Ended June
30,
|
|
|
Ended June
30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
93,913
|
|
|
$
|
11,519
|
|
|
$
|
164,167
|
|
|
$
|
17,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenues
|
|
|
84,097
|
|
|
|
14,377
|
|
|
|
142,768
|
|
|
|
22,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
9,816
|
|
|
|
(2,858)
|
|
|
|
21,399
|
|
|
|
(5,379)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expense
|
|
|
12,917
|
|
|
|
13,743
|
|
|
|
21,044
|
|
|
|
25,762
|
|
Depreciation and
amortization
|
|
|
5,405
|
|
|
|
1,002
|
|
|
|
10,728
|
|
|
|
2,085
|
|
Recovery of bad
debt
|
|
|
(478)
|
|
|
|
ā
|
|
|
|
(538)
|
|
|
|
ā
|
|
Other operating
expense
|
|
|
(322)
|
|
|
|
(9)
|
|
|
|
(340)
|
|
|
|
(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating
expenses
|
|
|
17,522
|
|
|
|
14,736
|
|
|
|
30,894
|
|
|
|
27,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from
operations
|
|
|
(7,706)
|
|
|
|
(17,594)
|
|
|
|
(9,495)
|
|
|
|
(33,217)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on
extinguishment of debt
|
|
|
(2,213)
|
|
|
|
1,160
|
|
|
|
(28,232)
|
|
|
|
910
|
|
Loss on financial
instrument
|
|
|
(13,874)
|
|
|
|
ā
|
|
|
|
(14,802)
|
|
|
|
ā
|
|
Gain on warrant
liabilities
|
|
|
4,946
|
|
|
|
ā
|
|
|
|
4,946
|
|
|
|
ā
|
|
Other income
(expense)
|
|
|
(1,052)
|
|
|
|
260
|
|
|
|
(706)
|
|
|
|
573
|
|
Interest
expense
|
|
|
(9,813)
|
|
|
|
(1,096)
|
|
|
|
(17,852)
|
|
|
|
(1,830)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing
operations before income taxes
|
|
|
(29,712)
|
|
|
|
(17,270)
|
|
|
|
(66,141)
|
|
|
|
(33,564)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)
|
|
|
382
|
|
|
|
(8,952)
|
|
|
|
623
|
|
|
|
(8,937)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing
operations, net of income taxes
|
|
|
(30,094)
|
|
|
|
(8,318)
|
|
|
|
(66,764)
|
|
|
|
(24,627)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations of discontinued businesses
|
|
|
(842)
|
|
|
|
105
|
|
|
|
(1,795)
|
|
|
|
(1,538)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(30,936)
|
|
|
|
(8,213)
|
|
|
|
(68,559)
|
|
|
|
(26,165)
|
|
Less: net loss
attributable to noncontrolling interest
|
|
|
(113)
|
|
|
|
ā
|
|
|
|
(135)
|
|
|
|
ā
|
|
Net loss attributable
to Orbital Infrastructure Group, Inc.
|
|
$
|
(30,823)
|
|
|
$
|
(8,213)
|
|
|
$
|
(68,424)
|
|
|
$
|
(26,165)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
weighted average common shares outstanding
|
|
|
95,355,532
|
|
|
|
51,838,830
|
|
|
|
89,292,201
|
|
|
|
48,221,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing
operations per common share - basic and diluted
|
|
$
|
(0.31)
|
|
|
$
|
(0.16)
|
|
|
$
|
(0.75)
|
|
|
$
|
(0.51)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued
operations - basic and diluted
|
|
|
(0.01)
|
|
|
|
ā
|
|
|
|
(0.02)
|
|
|
|
(0.03)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share -
basic and diluted
|
|
$
|
(0.32)
|
|
|
$
|
(0.16)
|
|
|
$
|
(0.77)
|
|
|
$
|
(0.54)
|
|
Orbital Infrastructure
Group, Inc.
|
Condensed Consolidated
Statements of Cash Flows
|
(Unaudited)
|
|
|
|
For the Six
Months
|
|
|
|
|
|
(in
thousands)
|
|
Ended June
30,
|
|
|
|
2022
|
|
|
2021
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(68,559)
|
|
|
$
|
(26,165)
|
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
7,963
|
|
|
|
1,295
|
|
Amortization of
intangibles
|
|
|
10,022
|
|
|
|
2,739
|
|
Amortization of debt
discount
|
|
|
4,088
|
|
|
|
956
|
|
Amortization of note
receivable discount
|
|
|
(63)
|
|
|
|
(155)
|
|
Stock-based
compensation and expense, net of forfeitures
|
|
|
(2,188)
|
|
|
|
8,066
|
|
Fair value adjustment
to liability for stock appreciation rights
|
|
|
(269)
|
|
|
|
2,691
|
|
Fair value adjustment
to financial instrument liability
|
|
|
14,802
|
|
|
|
ā
|
|
Fair value adjustment
to warrant liabilities
|
|
|
(4,946)
|
|
|
|
ā
|
|
Loss (gain) on
extinguishment of debt and debt modifications
|
|
|
28,232
|
|
|
|
(1,677)
|
|
Gain on sale of
business
|
|
|
(299)
|
|
|
|
ā
|
|
Recovery of bad
debt
|
|
|
(491)
|
|
|
|
(22)
|
|
Deferred income
taxes
|
|
|
6
|
|
|
|
(8,978)
|
|
Inventory
reserve
|
|
|
ā
|
|
|
|
(252)
|
|
Gain on sale of
assets
|
|
|
(441)
|
|
|
|
(9)
|
|
Non-cash unrealized
foreign currency (gain) loss
|
|
|
12
|
|
|
|
(145)
|
|
Liquidated
damages
|
|
|
1,077
|
|
|
|
ā
|
|
Change in operating
assets and liabilities, net of acquisition:
|
|
|
|
|
|
|
|
|
Trade accounts
receivable
|
|
|
(869)
|
|
|
|
3,976
|
|
Inventories
|
|
|
319
|
|
|
|
(165)
|
|
Contract
assets
|
|
|
(14,402)
|
|
|
|
(934)
|
|
Prepaid expenses and
other current assets
|
|
|
(406)
|
|
|
|
1,390
|
|
Right of use
assets/lease liabilities, net
|
|
|
306
|
|
|
|
7
|
|
Deposits and other
assets
|
|
|
(24)
|
|
|
|
4
|
|
Accounts
payable
|
|
|
17,829
|
|
|
|
(4,099)
|
|
Accrued
expenses
|
|
|
4,366
|
|
|
|
158
|
|
Contract
liabilities
|
|
|
(3,347)
|
|
|
|
(1,450)
|
|
NET CASH USED IN
OPERATING ACTIVITIES
|
|
|
(7,282)
|
|
|
|
(22,769)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Cash paid for
acquisitions, net of cash received
|
|
|
(773)
|
|
|
|
(21,390)
|
|
Purchases of property
and equipment
|
|
|
(2,940)
|
|
|
|
(4,699)
|
|
Deposits on financing
lease property and equipment
|
|
|
129
|
|
|
|
(315)
|
|
Proceeds from sale of
business, net of cash included in the business
|
|
|
(454)
|
|
|
|
ā
|
|
Proceeds from sale of
property and equipment
|
|
|
424
|
|
|
|
56
|
|
Purchases of
investments
|
|
|
(469)
|
|
|
|
ā
|
|
Purchase of other
intangible assets
|
|
|
(58)
|
|
|
|
(695)
|
|
Proceeds from notes
receivable
|
|
|
3,500
|
|
|
|
621
|
|
NET CASH USED IN
INVESTING ACTIVITIES
|
|
|
(641)
|
|
|
|
(26,422)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from line of
credit
|
|
|
3,500
|
|
|
|
ā
|
|
Payments on line of
credit
|
|
|
(2,000)
|
|
|
|
(441)
|
|
Payments on financing
lease obligations
|
|
|
(2,470)
|
|
|
|
(289)
|
|
Proceeds from notes
payable
|
|
|
23,300
|
|
|
|
19,400
|
|
Payments on notes
payable
|
|
|
(29,799)
|
|
|
|
(5,582)
|
|
Proceeds from sales of
common stock and warrants
|
|
|
19,810
|
|
|
|
42,376
|
|
NET CASH PROVIDED BY
FINANCING ACTIVITIES
|
|
|
12,341
|
|
|
|
55,464
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate
changes on cash
|
|
|
(266)
|
|
|
|
9
|
|
Net increase (decrease)
in cash, cash equivalents and restricted cash
|
|
|
4,152
|
|
|
|
6,282
|
|
Cash, cash equivalents
and restricted cash at beginning of period
|
|
|
28,041
|
|
|
|
4,524
|
|
|
|
|
|
|
|
|
|
|
CASH, CASH EQUIVALENTS
AND RESTRICTED CASH AT END OF PERIOD
|
|
$
|
32,193
|
|
|
$
|
10,806
|
|
Reconciliation of Non-GAAP Financial Measures|
EBITDA and Adjusted EBITDA from Continuing Operations for the
Three and Six Months Ended June 30,
2022 and 2021
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 six months ended June 30,
2022 and 2021. 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 level of Orbital Infrastructure's
acquisition activity; (iii) gains and losses on the disposal of
assets varies from period to period depending on operational wear
and tear and condition of the Company's fixed assets; (iv) gains
and losses on extinguishment and modification of debt varies from
period to period depending on changes in the Company's financing
activities; and (v) fair value adjustments to equity-linked
financial instrument liabilities varies from period to period
depending on changes in the market price of Orbital
Infrastructure'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 Six Months
Ended
|
|
(Unaudited)
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Loss from continuing
operations, net of income taxes (GAAP)
|
|
$
|
(30,094)
|
|
|
$
|
(8,318)
|
|
|
$
|
(66,764)
|
|
|
$
|
(24,627)
|
|
Interest expense,
net
|
|
|
9,794
|
|
|
|
1,014
|
|
|
|
17,755
|
|
|
|
1,667
|
|
Income tax expense
(benefit)
|
|
|
382
|
|
|
|
(8,952)
|
|
|
|
623
|
|
|
|
(8,937)
|
|
Depreciation and
amortization
|
|
|
9,295
|
|
|
|
1,874
|
|
|
|
17,985
|
|
|
|
3,189
|
|
EBITDA from
continuing operations (a)
|
|
|
(10,623)
|
|
|
|
(14,382)
|
|
|
|
(30,401)
|
|
|
|
(28,708)
|
|
Stock-based
compensation and expense, net of forfeitures (b)
|
|
|
862
|
|
|
|
5,447
|
|
|
|
(2,457)
|
|
|
|
9,914
|
|
Acquisition costs
(c)
|
|
|
ā
|
|
|
|
903
|
|
|
|
32
|
|
|
|
903
|
|
(Gain) loss on disposal
of assets (d)
|
|
|
(338)
|
|
|
|
(9)
|
|
|
|
(441)
|
|
|
|
(9)
|
|
(Gain) loss on
extinguishment and modification of debt (e)
|
|
|
3,290
|
|
|
|
(1,927)
|
|
|
|
29,309
|
|
|
|
(1,677)
|
|
Fair value adjustments
to equity-linked financial instruments (f)
|
|
|
8,928
|
|
|
|
ā
|
|
|
|
9,856
|
|
|
|
ā
|
|
Adjusted EBITDA from
continuing operations (a)
|
|
$
|
2,119
|
|
|
$
|
(9,968)
|
|
|
$
|
5,898
|
|
|
$
|
(19,577)
|
|
(a)
|
The calculations of
EBITDA and Adjusted EBITDA from continuing operations for the three
and six months ended June 30, 2021 have been amended to conform to
the current period calculations of EBITDA and Adjusted EBITDA from
continuing operations, net of income taxes.
|
|
|
(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, net of forfeitures. The amount
for the six months ended June 30, 2022 includes non-cash expenses
recognized from modifications to executive stock appreciation
rights (SARS) compensation awards.
|
|
|
(c)
|
The amounts for the six
months ended June 30, 2022 include costs incurred for the
acquisition of Coax Fiber Solutions, Inc. The amounts for the
six months ended June 30, 2021 include costs incurred for the
acquisition of Gibson Technical Services, Inc.
|
|
|
(d)
|
The amounts relate to
net gains or losses recognized on the disposal of the Company's
fixed assets.
|
|
|
(e)
|
The amounts for the
three and six months ended June 30, 2022 relate to losses
recognized on the modification of the Company's seller financed
notes payable issued for the acquisition of Front Line Power
Construction, LLC, the issuance of shares of common stock in
exchange for payment on notes payable with an institutional
investor, and liquidated damages incurred on notes payable with an
institutional investor. The amounts for the three and six
months ended June 30, 2021 relate to a gain recognized for the
forgiveness of payroll protection loans by the U.S. government
offset by a loss from the modification of certain convertible notes
payable.
|
|
|
(f)
|
The amounts for the
three and six months ended June 30, 2022 relate to changes in fair
value of certain down-round and anti-dilutive protections on
equity-linked financial instruments issued to the lenders of the
Company's syndicated debt and changes in fair value of warrant
liabilities from pre-funded warrants and common stock warrants
issued to an institutional investor.
|
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, (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 level of Orbital
Infrastructure's acquisition activity; (iii) gains and losses on
the disposal of assets varies from period to period depending on
operational wear and tear and condition of the Company's fixed
assets; (iv) gains and losses on extinguishment and modification of
debt varies from period to period depending on changes in the
Company's financing activities; and (v) fair value adjustments to
equity-linked financial instrument liabilities varies from period
to period depending on changes in the market price of Orbital
Infrastructure'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:
|
|
Estimated
Range
|
|
(In
thousands)
(Unaudited)
|
|
Full Year Ending
December 31, 2022
|
|
Loss from continuing
operations, net of income taxes (GAAP)
|
|
$
|
(72,183)
|
|
|
$
|
(67,283)
|
|
Interest expense,
net
|
|
|
33,527
|
|
|
|
33,527
|
|
Income tax expense
(benefit) (a)
|
|
|
1,150
|
|
|
|
1,250
|
|
Depreciation and
amortization
|
|
|
34,850
|
|
|
|
34,850
|
|
EBITDA from
continuing operations
|
|
|
(2,656)
|
|
|
|
2,344
|
|
Stock-based
compensation and expense, net of forfeitures (b)
|
|
|
1,900
|
|
|
|
1,900
|
|
Acquisition costs
(c)
|
|
|
32
|
|
|
|
32
|
|
(Gain) loss on disposal
of assets (d)
|
|
|
(441)
|
|
|
|
(441)
|
|
(Gain) loss on
extinguishment and modification of debt (e)
|
|
|
29,309
|
|
|
|
29,309
|
|
Fair value adjustments
to equity-linked financial instruments (f)
|
|
|
9,856
|
|
|
|
9,856
|
|
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.
|
|
|
(b)
|
The amount includes
non-cash expenses recognized from the vesting of stock-based
compensation awards issued to employees, executives, directors and
consultants for services provided, net of forfeitures, and
modifications to executive stock appreciation rights (SARS)
compensation awards.
|
|
|
(c)
|
The amount includes
costs incurred for the acquisition of Coax Fiber Solutions,
Inc.
|
|
|
(d)
|
The amount includes net
gains and losses recognized on the disposal of the Company's fixed
assets.
|
|
|
(e)
|
The amount includes
losses recognized from the modification of the Company's seller
financed notes payable issued for the acquisition of Front Line
Power Construction, LLC, the issuance of shares of common stock in
exchange for payment on notes payable with an institutional
investor, and liquidated damages.
|
|
|
(f)
|
The amount represents
changes in fair value of certain down-round and anti-dilutive
protections on financial instruments issued to the lenders of the
Company's syndicated debt and changes in fair value of warrant
liabilities from pre-funded warrants and common stock warrants
issued to an institutional investor.
|
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SOURCE Orbital Energy Group, Inc.