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spk01: Greetings. Welcome to the Core Energy second quarter 2023 results call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to your host, Matt Kreps, Investor Relations for Core Energy. You may begin.
spk06: Thank you, Holly, and thank you, everyone, for joining today's Core Energy Infrastructure Trust conference call. With me today are Dave Schulte, CEO and Chairman, Robert Waldron, President and CFO, and Chris Huffman, our Chief Accounting Officer. Robert and Chris will provide updates on our business operations and results, and all three will be available for Q&A. Earlier this morning, we published a press release announcing the second quarter results for 2023. We expect to file our Form 10-Q later today. I'd like to remind everyone that the statements made during the course of this presentation that are not purely historical may be forward-looking statements and subject to the state public protection available under the applicable securities laws. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in our filings with the SEC. These documents are available in the investor relations section of our website. We do not update our forward-looking statements. During this call, we will make reference to certain non-GAAP metrics, which are reconciled in our filings as a part of our results reporting. We encourage all of you to review our complete disclosures, risk factors, GAAP financial reports, and those non-GAAP metrics with the related reconciliations. And with that, I would like to now turn the call over to Robert Waldron. Please go ahead.
spk05: Good morning, everyone. I started the last quarterly call noting that It has been an eventful couple of months, and the same is true again with this call. While I'm pleased with our continued progress in implementing favorable long-term solutions to the near-term challenges we have discussed, our sales process has been extended due to a second request from the FTC. We now expect to close the sale of our MoGas and Omega pipeline systems around the end of the calendar year. We still see that as an effective opportunity to reduce our leverage, and in combination with the cost reductions and tariff improvements we have already announced, put Core Energy on a better financial path. We have successfully implemented a number of our cost reduction efforts already, including streamlining our executive team and reducing our corporate cost structure. The benefits of these actions will become more visible in the second half of 2023 and beyond. Through the application of the proceeds from our asset divestiture program, we plan to deleverage our balances, addressing our near-term debt maturities, and setting us up for 2024 and beyond. The second quarter continued to demonstrate the steady performance of our predictable MoGas and Omega natural gas operations that serve the St. Louis and surrounding areas. These entities are included in the proposed $175 million sale to SPIRE as announced on May 25th. We expect the proceeds of the sale to pay off our bank debt of approximately $103 million with additional funds for further deleveraging actions to be determined once the sale is closed. Turning to our Crimson assets, volumes improved slightly quarter over quarter and seem to have stabilized as we indicated in our last call, but at reduced levels from what was previously anticipated. However, we are watching volumes closely given the reduced permitting and drilling activity in California, even in spite of higher oil prices, high quality reserves, and what we believe is likely the most environmentally friendly oil producing ecosystem in the world. We also continue to see expense pressure in the areas of labor, asset maintenance, and electricity costs, which are consistent with the rest of the industry. In short, we are navigating a challenging environment right now characterized by lower volumes and higher costs, but have in process a number of remedies and opportunities to transition into new energy uses that bring new value to our assets. Starting from the revenue side, as a response to these changes in volumes and costs, as previously announced, Crimson filed for a 36% rate increase on its San Pablo pipeline and a 107% rate increase on its KLM pipeline, both based on the regulated cost of service. Both filings are protested by the shippers and will proceed through the CPUC process with resolution expected in 2025. In the interim, we have begun collecting on the initial 10% rate increase and will begin collection of another 10% increase at the anniversary date of the rate increase filings while the rate cases are reviewed. We are always open to negotiating with our shippers to find a resolution acceptable to all parties and may lead to an earlier resolution. In July, we also filed for an additional 10% on our Crimson's Southern California system, in addition to the 10% tariff increase filed Q3 2022, which is currently being collected, resulting in a cumulative 21% increase since last year. We're also seeing an opportunity later this year to eventually add volumes on our San Pablo and our KLM pipelines as P66 converts its Rodeo refinery to renewable diesel. We are monitoring that closely and will update as more details emerge. However, capturing even a small percentage of those volumes is significant for us. For example, if we capture just 5,000 barrels a day or approximately 10% of the available volume, that represents an approximately $3.8 million increase in annual revenue and an approximately $3 million increase in annual EBITDA. While the California energy market remains challenging in the near term, our crimson pipelines are a critical asset in the state's energy infrastructure, providing linkages and rights-of-way that would be difficult, if not impossible, to replicate. These assets currently operate under fixed tariffs for volumes transported with long-term investment grade customers. Our current challenges stem from the time required to change tariffs being longer than the time it takes for volumes and costs to change in this current economic climate. We believe that once the tariffs are properly aligned once more to volumes and costs, these assets will profitably fulfill critical energy needs in California for decades to come. This includes both the existing energy economy and the emerging new energy economy. We hold a strong belief that our crimson assets and long operational history in California have a significant and critical role to play in the energy transition in California, especially with the new hydrogen and carbon capture and sequestration markets. Crimson systems and right-of-way provide critical linkage between large carbon emission sources and prospective storage reservoirs, an asset we believe would be difficult or even impossible to replicate today. We are working with multiple parties to determine the best path forward in this new market opportunity. A good example of our belief that we have a significant role to play in the new energy economy is our recent work supporting this Lone Cypress Hydrogen Project, a proposed blue hydrogen plant at CRC's Net Zero Industrial Park at Elk Hills Field in Kern County. The plan is expected to produce 60 tons per day of blue hydrogen and aims to be California's first blue hydrogen facility. We expect to create a long-term relationship with Lone Cypress and receive the rights to co-invest in the project alongside CRC's Carbon Terror Vault JV with Brookfield. This is an exciting project, and we believe it will be the first of many for us. With that, I'll turn it over to Chris to address the financials and other notable items.
spk04: Thanks, Robert. Similar to last quarter, with the sale of MoGas and Omega pending, I will address Crimson results, then corporate and noteworthy balance sheet items. Crimson transported volumes improved slightly in Q2. However, that improvement was largely the result of higher volumes on our Southern California and Cardinal pipelines, which are relatively low tariff pipelines, offset by lower volumes on our San Pablo Bay and KLM pipelines, which are relatively high tariff pipelines. This resulted in slightly lower transportation and distribution revenue quarter over quarter. Crimson volumes remain below historical levels, and natural decline rates continue to be affected by new limitations on California drilling permits and low development activity. I should also note that Q2 revenue included $7 million in pipeline loss allowance sales, which, as expected, was offset by the cost of sales, which basically reflects a flat market from the time the physical barrels are received until they are sold. These barrels are reflected within transportation revenue in the quarter that they are earned, regardless of the quarter in which they're sold. In order to address this dynamic, we have previously announced a series of tariff increases on our Crimson systems. We began collecting 10% tariff increases upon filing our new rates, even for larger tariff increases as they work through the CPUC review process. The requests are subject to shipper protests and refund if found to not be earned. The company will also begin collecting an additional 10% increase on the anniversary dates of the original filings until the matters are resolved, as we've done with our Southern California system during the quarter. We continued our previously announced cost reduction initiatives to realign our corporate structure and reduce corporate G&A during the third quarter. The impact of these actions are included in both our 2023 outlook and rate case filings. The management realignment, which reduced the layers of management, and streamlined the organization resulted in a $1.7 million restructuring charge last quarter and an additional $320,000 charge this quarter. The company expects the restructuring and other completed cost savings initiatives to reduce Crimson's costs by approximately $2.5 million on an annualized basis, while inflation and new asset maintenance policies implemented by the state have increased costs. Even with these cost reductions, We believe Crimson's cost of service fully justifies all requested increases and will defend our costs inside the formal CPUC process. When fully implemented, we believe that these proposed tariff rates and other changes will return core to appropriate profit levels, analogous with any other regulated utility, generating free cash flow that can be used to repay reasonable returns to our capital partners, both debt and equity. For the three months into June 30th, we had adjusted EBITDA of $5.8 million and adjusted net loss of $986,000. The board evaluated these results and agreed with management's recommendation to continue the suspension of dividends on both our Series A preferred and common equity. As a reminder, Core Energy's 7.375% Series A cumulative redeemable preferred stock will accrue dividends during any period in which dividends are not paid. Any accrued Series A cumulative redeemable preferred dividends must be paid prior to the company resuming dividend payments on common. Although no cash payments were made on the preferred stock, the company has included the effects of the cumulative unpaid dividends in the financial statements. The Board will continue to evaluate dividends each quarter, making the decision on dividend payments based upon the most current data available. It is our goal to successfully bring the business through this difficult period and resume dividend payments as soon as practicable. Regarding the second quarter balance sheet, please note that consistent with the first quarter, the company's MOGAS and OMEGA assets and liabilities are classified into one line as held for sale on the balance sheet, but the income statement includes those operating results. More information can be found in the footnotes to the company's 10Q to be filed later today. Also last week, we amended our credit facility. The leverage covenant for Q3 and Q4 2023 was increased to 3.75. while the debt service coverage ratio covenant was decreased to 1.25. These adjustments to our covenants should provide a clear path to retirement of the credit facility at the closing of the MOGAP sale around the end of this year. I do want to note that the material increase in leverage expected for the backups of 2023 is primarily due to the roll-off of Q3 and Q4 2022, which were artificially high quarters given the shutdown of a third-party pipeline and not primarily due to deteriorating business conditions. We understand the challenges in Q3 and Q4 2023, back in 2022, and was the reason we launched the MoGas sale in early 2023. Regarding our outlook, which includes the results of MoGas and Omega, we have updated our full year 2023 adjusted EBITDA range of $24 to $26 million, inclusive of maintenance expense in the range of $9 to $10 million. Maintenance capital expenditures are expected to now be in the range of $11.5 to $12.5 million. These costs are not expected to be uniform throughout the year due to project timing. At this time, we will take questions from our covering analysts or institutional stockholders before closing the call. Thank you.
spk01: At this time, we will be conducting a question and answer session. If you would 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 two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys.
spk00: One moment please while we poll for questions. Your first question for today is coming from Selman Akul at Stiefel.
spk02: Hi, guys. This is Tim O'Toole on for Selman. First question I had is around the potential hydrogen project. Could you talk a little bit more about that and potentially the amount of capital that might be needed from CoreSage?
spk05: Sure, Tim. I can take that. So we've been working on this you know, almost a year now with our partner, Lone Cypress Energy Services. And it's a great project, very attractive returns. It's not fully, you know, all the legal agreements between, you know, the Carbon TerraVault JV, which is CRC and Brookfield, are not finalized. So we haven't disclosed a lot of the details yet. But we've invested about a million dollars up to this point, and we'll expect to receive a pretty attractive return on that. It's small, but some multiple of that investment, as well as maybe the potential for a bigger impact would be the opportunity to also co-invest alongside DRC and Brookfield in the project as well. You know, the project still, it's fairly close to FID, but, you know, still has a few more hurdles to overcome, but it's very attractive. And, you know, as far as financing, you know, we still feel very comfortable that we'll be able to, given the attractiveness of the project, be able to finance that. You know, it might be in a separate vehicle or through CORE directly. But we feel like the attractiveness of an energy transition project with the characteristics of that project should be very financeable.
spk02: Got it. Thank you. And then on the Rodeo refinery, when would you guys expect to have a greater line of sight, you know, to getting incremental volumes on your system?
spk05: Well, I'll take that one. So they've announced that it's going to be converted in q1 so the question is when do they stop taking uh crude on the pipeline so obviously by q1 uh they have to be taking stop taking crude oil on their on their pipeline their pipeline only serves their refinery so there's no other reason why you'd bring crude oil up there on that pipeline and so it's the latest would be you know, early Q1 or it could even be as soon as late Q4, just depending on when they make the switch.
spk02: Got it. Makes sense. And then one last one for me. So you guys mentioned the sale of MoGas and Omega that the FTC requested or had another request. Just wondering, you know, what that was or if anything unexpected was going on there. Thank you.
spk03: Hi, this is Dave Schulte. The request came near the end of the waiting period, so they did take their waiting period to examine our filing. And they felt like with the pipeline being bought by our large customer, that is worth just pausing so they could do a further inquiry. All we really have is discovery requests, which are more generic in nature, so there's nothing that we're aware of that would have triggered that inquiry other than, as I mentioned, the fact that SPIRE owns other pipelines in the area. And we're fully cooperating, SPIRE's fully cooperating in terms of discovery requests and timing, which is what gives rise to our estimation that we should be able to still close by the end of the year or calendar year. And that's in the judgment of both us and Spire that the transaction is beneficial to our customers.
spk02: Got it.
spk00: Thank you. That's all I had. Appreciate the time. We have reached the end of the question and answer session, and I will now turn the call over to Robert for closing remarks.
spk05: Thank you all for joining us today. We're moving forward to resolve these short-term challenges, and we'll provide updates as appropriate. I want to thank our team for their hard work and dedication to the company. Please contact our IR team if you'd like to arrange a meeting time. Have a great day.
spk01: Thank you. This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.
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