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spk00: Greetings, ladies and gentlemen. Hello and welcome to Core Energy's conference call to discuss the third quarter 2021 results. At this time, all participants are in a listen-only mode. A question and answer session will follow a formal presentation. Should anyone require operator assistance, please press star zero on your telephone keypad. I would now like to turn the call over to Matt Kreps, Investor Relations for Core Energy. Please go ahead.
spk01: Thank you, everyone, for joining today's Core Energy Infrastructure Trust conference call. With me today are Dave Schulte, CEO, John Greer, COO, and Robert Waldron, CFO. This morning we published a press release announcing the third quarter results for 2021. We expect to file a Form 10-Q this afternoon. You can also access a webcast replay on our IR site, typically posted within a couple hours of the live call's end. I'd like to remind everyone that statements made during the course of this presentation that are not purely historical fact may be forward-looking statements and are subject to the safe harbor protection available under the applicable securities laws. Important factors could cause actual results to differ materially from those in the forward-looking statements discussed in our funds with the SEC. These documents are available on the investor relations section of our website. We do not update our forward-looking statements. During this call, we will make reference to certain forward-looking non-GAAP metrics. We will be reconciling subsequent funds as part of our results reporting. We encourage all of you to review our complete disclosures, risk factors, gap numbers, and those non-gap metrics with related reconciliations. And with that, I would like to now turn the call over to Dave Schulte. Please go ahead.
spk04: Good morning, everyone. Third quarter revenue increased to $37 million, a solid step up from the $32 million in the second quarter, and providing coverage of our preferred and common dividends. We also completed structural changes that simplified and streamlined both our capital stack and the operating structure, implemented a modest rate increase for our California assets, and continued steady operations from all of our assets. I'll quickly recap the changes in our operating capital structure approved by our stockholders at the recent annual meeting. John will talk about our operations, and Robert will finish with a financial review. The first structural change was the internalization of our external manager, issuing equity to the member owners who are mostly on a management team. This reduced the cost of administering our REIT as compared with prior external manager REIT structure, which is especially beneficial as we grow the platform. These cost savings provide a direct benefit to our external equity and debt holders through improved coverage ratios. Second, we updated the Crimson membership unit conversion rights, effectively eliminating the potential of the Series C and Series B preferred from being issued by the company. Eliminating these share classes is also a direct benefit to our external common stockholders due to the reduction in preferred dividend rate from the Series C equivalent A1 units, approximately $450,000 per year, and the subordination of approximately $60 million of management-owned preferred equity to a position below our common equity in the right of the A2 units to exchange into Class B common. all, of course, subject to CPUC approval. The Class B common requires management to achieve certain financial performance and coverage thresholds in order for a dividend to be issued to them. The net takeaway of these actions should be that while our common was already in a good coverage position and the Board has consistently declared dividends to our common holders, these recent steps give even greater confidence of coverage to our common, with subordinated management-owned shares acting as a shock absorber, This is also an indication of the confidence your management team has in the future of our platform, which I'd like John Greer to address next. John?
spk03: Thanks, Dave. Turning to our operations, the sequential increase in the revenue suggests that the second quarter was the trough for us, as we expected. While California refinery utilization has nearly returned to pre-COVID levels, crude oil production volumes have been lagging, the increased demand for refined products. Higher commodity prices such as we are seeing would normally signal increased production potential, but producers have focused on using free cash flow to pay down debt and invest in energy transition programs in place of increasing drilling until recently with the rig count increasing from six to 10 over the last month. The slow increase in drilling activity is partly due to the new well permitting process in California, which has been log jammed at the regulatory level for much of the year. And we are not certain how long this will persist. In the meantime, it has curtailed rapid expansion of new wells even at what are extremely profitable oil prices for producers, delaying an opportunity to boost the California economy and decreased reliance on crude oil imported from less environmentally responsible locations that is further congesting already gridlocked California ports. While the California market has been slower to resume full production, locally produced California crude is still the ideal feedstock for the California refineries producing the state's carb required gasoline and diesel products. This is a captive market for in-state production serving the largest fleets of vehicles in the US. It is also one of the most efficient and environmentally responsible petroleum systems in the US, if not the world. We believe this system will be reliant on petroleum products for decades to come and is only a matter of time for production volumes to align. We implemented a 10% rate increase across virtually all of our California assets connecting in-state production to refiners, aligning the tariff to new volume and cost levels ahead of this change. The increase was in effect for July 1 on San Pablo Bay pipeline and August 1 for the other systems. I should note that the cost of natural gas expense used to heat our pipelines for moving crude has continued to rise above the costs assumed in the tariff increase we implemented over the summer. We will examine ways to manage that cost along with other factors in our next tariff assessment should natural gas costs persist. Crimson stands to gain from three possible income sources. First, crude oil production volumes could improve in a very profitable investment climate for crude oil. Second, Phillips 66 has publicly announced their intent to shut down two refineries in California, Santa Maria and Rodeo, as they convert to renewable diesel production. They expect to get permits and start construction early next year, and each of those refinery shutdowns implies reduced crude purchases by P66, which would consequently become available to the refineries that we serve with our pipelines. Finally, Crimson is actively working on and in discussions with various parties regarding using portions of our pipeline system for carbon sequestration as part of the energy transition initiative. Turning to our assets in the Midwest, our MoGas and Omega systems are performing steadily in delivering increased volumes under expanded customer contracts and new projects completed over the last year. We are working to support the efforts of our customer Spire in St. Louis, which is a critical provider of natural gas to customers in that area, particularly with winter approaching. The consistency and predictability of these assets is reflective of our long-term goals across the asset base. Importantly, we have a plan to grow the dividend through a variety of commercial activities and strategic actions and opportunities to gain scale through additional acquisitions of complementary assets that fit our model. The addressable market is very large with hundreds of billions of dollars of transportation and storage infrastructure in the energy market. The majors and others are looking to sell off non-core assets as ESG pressure increases on them to reduce exposure to carbon-related holdings. However, there are limited buyers since the MLP market continues to contract. We have been actively reviewing potential opportunities to expand in both the traditional energy and energy transition markets, including more than a dozen transactions in our deal pipeline. We have passed on several that don't fit our strict pricing and REIT qualification requirements, but we are advancing on a handful that fit our criteria and offer meaningful platform-level growth opportunities. With that, I'll turn it over to Robert to address the financials.
spk05: Thanks, John. For the three months ended September 30, 2021, we had revenue of 37 million, net income of 5.9 million, and net income attributable to common stockholders of 0.4 million. On a non-GAAP basis, adjusted EBITDA was $13.2 million. Adjusted net income was $6.1 million. And after providing for maintenance capital and debt amortization, cash available for distribution or CAD was $3.2 million, including $0.2 million of transaction expenses. Comparisons, the third quarter period of 2020 has limited utility since the vast majority of the difference is the inclusion of Crimson in the 2021 results. It should be noted that our third quarter results include a $2.2 million pipeline measurement gain, which is not reoccurring. Over time, we expect measurement gains and losses to cancel out. While we saw recovery indications in the third quarter, we have reduced our previously provided outlook for the second half of 2021 to annualized EBITDA of 42 to 44 million, excluding the 2.2 million non-recurring measurement gain as a result of current market conditions. These include restrictive drilling permitting in California, high natural gas costs for heating our lines, plus the impact of the pipeline shutdown due to the offshore oil spill in California. Even so, management believes we will continue to earn and pay our 20-cent annualized common dividend, providing confidence to our common, preferred, and dividend bondholders. At the same time, John highlighted several opportunities where we can improve our results. We expect to provide our 2020 outlook along with the filing of our Form 10-K, if not sooner. Turning to the balance sheet, we finished the quarter with liquidity of approximately $37 million, including cash of $15 million and $22 million of undrawn revolver. As a result of the proxy vote and subsequent corporate actions, the current equity capital structure was simplified this quarter. The perspective forward-looking capitalization table located on page 68 of our third quarter 10Q to be filed later today reflects the priorities of the fully exchanged capitalization and provides additional details. The most material impact of these changes was to move the distributions on $60 million of preferred equity to become subordinated to common dividends, benefiting our preferred and common stockholders. The company's board declared dividends on all preferred obligations during the third quarter and a $0.05 per share dividend on our common stock. No dividend was declared on Class B common stock as a result of not meeting the required 1.25 coverage ratio for the Class B shares. With the uptick in Q3 volumes and tariffs, if we hold at these levels for subsequent quarters, we have good coverage of the preferred and common dividends. The Class B common owned by management, acts as a buffer providing dividends ability for our external stockholders. As a potential added benefit for our investors, we expect to characterize our dividends as a return of capital due to our losses from 2020, rather than ordinary income for the foreseeable future, which may provide favorable tax circumstances to many of you. At this time, we'd like to take questions from our covering analysts or institutional stockholders before closing the call. If you have additional questions or follow-up needs not addressed on today's call, please reach out to our investor relations team and we'll make necessary arrangements. Thank you.
spk00: Thank you. Ladies and gentlemen, if you'd like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star keys. One moment, please, while we poll for questions. Our first question comes from the line of Selman Akyol with Stifel. Please proceed with your question.
spk02: Thank you. Good morning. A couple quick ones for me. So, first of all, can you release volume data, or will we just wait for that in the queue? Yeah.
spk05: The volumes for third quarter were up. at 191,000 barrels on average a day. So up a little bit. I think it was 188 for Q2.
spk02: Great. I appreciate that. And then you mentioned you guys are close to a handful of potential acquisitions, and I don't know. Can you just – well, you didn't say you were close. You said you're, I guess, engaging. Can you give some – outlook for how close or how far away? Is there any additional color there you could provide on that?
spk04: Well, confirming the type of things we're looking at, our nearest footprint level acquisitions are the most interesting to us, whether that's in natural gas expansion potential, which we just did an expansion there already with an interconnect project. or whether it's related to assets in California. There have been some assets on the market there, both storage terminals as well as pipelines. So we've been looking at those to see whether they're a fit. And then we've got a platform-level acquisitions summon where we've been pretty actively looking at storage or pipelines outside of California and Missouri for platform expansion. Those tend to be in auction processes. And as our stockholders know, we've not historically been very aggressive or successful in auction processes. But it does give us feedback on who's looking at assets, what pricing is like, and whether assets fit or don't fit our criteria. And frankly, since the Crimson acquisition, that activity level has picked up as sellers and intermediaries recognize that our platform can now own and operate assets rather than simply own and lease back assets. So it's taking a while for that to pick up steam. I think those will bear fruit. So I would expect us to close one to two acquisitions per year. So this year is getting a little long in the tooth, but look for at least one in 2022. Okay. And it,
spk02: Should I be tying that back into, and I think we saw a registration statement of shelf filing?
spk04: The shelf filing was only because they last for three years, and we had to renew the shelf. So we left the same dollar amount under the shelf. There is also a resale shelf, which is more for the potential tax-related sales by insiders. of the consideration received in the transaction. And that could be useful also for the Crimson management team for tax sales down the road. So setting aside the resale registration statement, the one you're referring to, the bigger one, was simply a matter of timing. We had to renew it or we would lose it. Got it.
spk02: All right. That does it for me. Thanks.
spk04: Thanks, Simon.
spk00: Thank you. Ladies and gentlemen, at this time, I would like to turn the floor back to Dave Schulte for closing comments.
spk04: Thanks, everyone, for joining us today. Please contact our IR team if you'd like to meet us at one of the upcoming investor conference events or arrange a direct one-on-one call. Have a great rest of your day. Bye-bye.
spk00: Thank you. Ladies and gentlemen, this concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.
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