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
[email protected]
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 | — | 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 | — | ||||||
Warrant liabilities | 7,915 | — | ||||||
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 | — | — | ||||||
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) | — | (538) | — | ||||||||||||
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) | — | (14,802) | — | ||||||||||||
Gain on warrant liabilities | 4,946 | — | 4,946 | — | ||||||||||||
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) | — | (135) | — | ||||||||||||
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) | — | (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 | — | ||||||
Fair value adjustment to warrant liabilities | (4,946) | — | ||||||
Loss (gain) on extinguishment of debt and debt modifications | 28,232 | (1,677) | ||||||
Gain on sale of business | (299) | — | ||||||
Recovery of bad debt | (491) | (22) | ||||||
Deferred income taxes | 6 | (8,978) | ||||||
Inventory reserve | — | (252) | ||||||
Gain on sale of assets | (441) | (9) | ||||||
Non-cash unrealized foreign currency (gain) loss | 12 | (145) | ||||||
Liquidated damages | 1,077 | — | ||||||
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) | — | ||||||
Proceeds from sale of property and equipment | 424 | 56 | ||||||
Purchases of investments | (469) | — | ||||||
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 | — | ||||||
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) | — | 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 | — | 9,856 | — | ||||||||||||
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 | |||||||
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.