Excelerate Energy(EE) - 2024 Q1 - Quarterly Report

Forward-Looking Statements This section outlines the inherent uncertainties and risks associated with forward-looking statements, emphasizing that actual results may differ materially from projections Nature and Risks of Forward-Looking Statements This section clarifies that the report contains forward-looking statements based on current expectations, subject to substantial risks and uncertainties that could cause actual results to differ materially - Forward-looking statements are predictions of future events based on current expectations and projections, not guarantees[10] - Key risks include unplanned issues, competitive LNG market, changes in LNG supply/demand/price, substantial capital expenditures, regulatory approvals, financing access, debt levels, contractual obligations, foreign country risks, FSRU technical complexity, customer termination rights, infrastructure constraints, qualified personnel shortages, acts of terrorism/war/unrest, compliance with environmental/safety laws, and control by George B. Kaiser[11][15] - The Company operates in a competitive and rapidly changing environment, with new risks emerging, and actual results may differ materially from forward-looking statements. There is no obligation to update these statements except as required by law[12][14] PART I. FINANCIAL INFORMATION This section provides the Company's unaudited consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2024 Item 1. Financial Statements This section presents the unaudited consolidated financial statements for Excelerate Energy, Inc., including balance sheets, statements of income, comprehensive income, changes in equity, and cash flows, along with detailed notes Consolidated Balance Sheets The consolidated balance sheets show a slight decrease in total assets from $2,860,379 thousand at December 31, 2023, to $2,857,681 thousand at March 31, 2024 Consolidated Balance Sheet Highlights | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Total Assets | $2,857,681 | $2,860,379 | | Total Liabilities | $1,029,483 | $1,051,025 | | Total Equity | $1,828,198 | $1,809,354 | | Cash and cash equivalents | $578,882 | $555,853 | | Accounts receivable, net | $66,416 | $97,285 | | Property and equipment, net | $1,650,204 | $1,649,779 | | Total current liabilities | $196,915 | $203,756 | Consolidated Statements of Income Total revenues decreased by 5.2% from $211,056 thousand in Q1 2023 to $200,113 thousand in Q1 2024, primarily due to a significant drop in gas sales Consolidated Statements of Income Highlights | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | Change (YoY) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Total Revenues | $200,113 | $211,056 | -5.2% | | FSRU and terminal services revenues | $156,994 | $118,577 | +32.4% | | Gas sales revenues | $43,119 | $92,479 | -53.4% | | Operating income | $45,159 | $49,569 | -8.9% | | Net income attributable to shareholders | $6,324 | $6,844 | -7.6% | | Net income per common share – basic | $0.24 | $0.26 | -7.7% | | Net income per common share – diluted | $0.24 | $0.26 | -7.7% | Consolidated Statements of Comprehensive Income Comprehensive income attributable to shareholders increased by 5.1% to $6,871 thousand in Q1 2024 from $6,537 thousand in Q1 2023, primarily driven by a positive change in unrealized gains on cash flow hedges Consolidated Statements of Comprehensive Income Highlights | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net income | $28,140 | $30,739 | | Change in unrealized gains (losses) on cash flow hedges | $2,988 | $(108) | | Comprehensive income attributable to shareholders | $6,871 | $6,537 | Consolidated Statements of Changes in Equity Total equity increased from $1,809,354 thousand at January 1, 2024, to $1,828,198 thousand at March 31, 2024, primarily due to net income and other comprehensive income, partially offset by share repurchases and distributions Consolidated Statements of Changes in Equity Highlights | Metric | January 1, 2024 (in thousands) | March 31, 2024 (in thousands) | | :---------------- | :----------------------------- | :---------------------------- | | Total equity | $1,809,354 | $1,828,198 | | Net income | $28,140 | $28,140 | | Share repurchases | $(9,347) | $(9,347) | | Class A dividends | $(673) | $(673) | Consolidated Statements of Cash Flows Net cash provided by operating activities increased significantly by $17,864 thousand to $64,661 thousand in Q1 2024, primarily due to changes in working capital Consolidated Statements of Cash Flows Highlights | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | Change (YoY) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Net cash provided by operating activities | $64,661 | $46,797 | +38.2% | | Net cash used in investing activities | $(12,769) | $(14,929) | +14.5% | | Net cash used in financing activities | $(27,733) | $(16,361) | -69.5% | | Repurchase of Class A Common Stock | $(8,418) | $0 | N/A | | Repayments of long-term debt | $(9,638) | $(4,829) | -99.6% | | Dividends paid | $(652) | $0 | N/A | Notes to Consolidated Financial Statements The notes provide detailed disclosures on the Company's business, significant accounting policies, financial instruments, and various financial statement components, along with commitments and contingencies Note 1 – General business information This note describes Excelerate Energy's core business of providing flexible LNG solutions and outlines the ownership structure, with George B. Kaiser holding a majority interest - Excelerate Energy, Inc. offers flexible liquefied natural gas (LNG) solutions, providing integrated services along the LNG value chain, including FSRUs, infrastructure development, and LNG/natural gas supply[25] - As of March 31, 2024, George B. Kaiser (together with his affiliates) owned approximately 76.1% of the ownership interests in Excelerate Energy Limited Partnership (EELP), with the Company holding the remaining 23.9%[26] Note 2 – Summary of significant accounting policies This note details the Company's key accounting policies, including revenue recognition for FSRU and terminal services and gas sales, and the adoption of new accounting standards - The Company accounts for revenue in accordance with ASC 842 (Leases) and ASC 606 (Revenue from Contracts with Customers), covering FSRU and terminal services, and gas sales[29] - In Q1 2024, the Company adopted a practical expedient to combine lease and non-lease components (time charter, regasification, and other services) for operating leases, presenting them as a single lease component[33] - The Company is currently evaluating the impact of ASU No. 2023-07, "Segment Reporting," which is effective for fiscal years beginning after December 15, 2023[39][40] Note 3 – Fair value of financial instruments This note provides information on the fair value of the Company's financial instruments, primarily derivative assets and liabilities, which are classified as Level 2 Fair Value of Financial Instruments | Financial Instrument | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :----------------------- | :----------------------------- | :------------------------------- | | Derivative financial instruments (assets) | $4,411 | $3,201 | | Derivative financial instruments (liabilities) | $0 | $(1,793) | - All derivatives are classified as Level 2 fair value instruments, with their values determined using expected cash flow models based on observable market inputs, such as the implied forward SOFR yield curve[42][44] Note 4 – Accounts receivable, net This note details the composition of accounts receivable, net, including trade receivables and accrued revenue, showing a decrease from the prior period Accounts Receivable, Net | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :---------------------- | :----------------------------- | :------------------------------- | | Accounts receivable, net | $66,416 | $97,285 | | Trade receivables | $60,337 | $92,881 | | Accrued revenue | $5,883 | $4,429 | Note 5 – Derivative financial instruments This note explains the Company's use of interest rate swaps as cash flow hedges to manage interest rate variability on SOFR-based borrowings, detailing their impact on comprehensive income - The Company uses interest rate swaps as cash flow hedges to manage variability in forecasted interest payments on SOFR-based borrowings, with a notional value of $238,850 thousand outstanding at March 31, 2024[47][49] Impact of Derivatives on Comprehensive Income | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | | :---------------------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | $4,151 | $389 | | Gain (Loss) Reclassified from AOCI into Income (Interest expense) | $1,163 | $497 | Net Derivative Assets | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------- | :----------------------------- | :------------------------------- | | Net derivative assets | $4,411 | $1,408 | Note 6 – Other current assets This note provides a breakdown of other current assets, including inventories, and highlights the absence of inventory write-downs in the current quarter Other Current Assets | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------ | :----------------------------- | :------------------------------- | | Other current assets | $26,651 | $27,356 | | Inventories | $1,088 | $2,946 | - No inventory write-down was recorded for the three months ended March 31, 2024, compared to a $1.0 million write-down in the same period of 2023[50] Note 7 – Property and equipment, net This note details the Company's property and equipment, net, including vessels and assets in progress, and reports depreciation expense for the period Property and Equipment, Net | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Property and equipment, net | $1,650,204 | $1,649,779 | | Vessels | $2,488,355 | $2,487,322 | | Assets in progress | $113,521 | $93,341 | Depreciation Expense | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | | :-------------------- | :--------------------------------------------- | :--------------------------------------------- | | Depreciation expense | $22,000 | $24,400 | Note 8 – Accrued liabilities This note presents the breakdown of accrued liabilities, including vessel and cargo expenses, payroll, and turnover taxes Accrued Liabilities | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Accrued liabilities | $93,611 | $89,796 | | Accrued vessel and cargo expenses | $53,198 | $35,055 | | Payroll and related liabilities | $11,976 | $19,766 | | Accrued turnover taxes | $115 | $5,810 | Note 9 – Long-term debt, net This note details the Company's long-term debt, including various facilities and their weighted average interest rates, confirming compliance with debt covenants Long-Term Debt, Net | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------- | :----------------------------- | :------------------------------- | | Total long-term debt, net | $322,527 | $333,367 | | Total debt | $373,555 | $383,193 | Weighted Average Interest Rates on Debt Obligations | Debt Obligation | Weighted Average Interest Rate (Q1 2024) | | :---------------------- | :------------------------------------- | | Experience Vessel Financing | 8.8% | | 2017 Bank Loans | 9.8% (7.0% net of derivatives) | | Term Loan Facility | 8.4% (6.9% net of derivatives) | - The Company's debt facilities include the Experience Vessel Financing (maturity Dec 2033), 2017 Bank Loans (maturity Oct 2029), and the Term Loan Facility (maturity Mar 2027). The EE Revolver has $310.0 million of undrawn capacity available as of March 31, 2024[58][60][61][63][66] - The Company was in compliance with the covenants under its debt facilities as of March 31, 2024[67] Note 10 – Long-term debt – related party This note details the Company's long-term related party debt, specifically the Exquisite Vessel Financing, which is treated as a financing arrangement Long-Term Related Party Debt | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Total long-term related party debt | $169,361 | $171,693 | | Exquisite Vessel Financing | $177,848 | $180,029 | - The Exquisite Vessel Financing is a $220.0 million sale leaseback agreement with Nakilat Excelerate LLC, recognized as a failed sale leaseback and treated as financing at 7.73% interest[69] Note 11 – Equity This note outlines the Company's equity structure, including Class A Common Stock outstanding, the share repurchase program, and declared dividends - Excelerate Energy Holdings, LLC (controlled by Kaiser) held 76.1% of the combined voting power of the Company's common stock as of March 31, 2024[72] Class A Common Stock Outstanding | Metric | January 1, 2024 | March 31, 2024 | | :-------------------------------- | :-------------- | :------------- | | Class A Common Stock Outstanding | 26,263,403 | 25,717,836 | - The Board approved a share repurchase program on February 22, 2024, to purchase up to $50.0 million of Class A Common Stock, expiring February 28, 2026. In Q1 2024, 588,030 shares were repurchased at a weighted average price of $15.92 per share, totaling $9.4 million[77] - A dividend of $0.025 per share of Class A Common Stock was declared for the quarter ended March 31, 2024, payable on June 6, 2024[75] Note 12 – Earnings per share This note presents the calculation of basic and diluted earnings per share, along with the net income attributable to shareholders and weighted average shares outstanding Earnings Per Share Calculation | Metric | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net income attributable to shareholders | $6,324 thousand | $6,844 thousand | | Weighted average shares outstanding – basic | 26,161,691 | 26,254,167 | | Basic EPS | $0.24 | $0.26 | | Diluted EPS | $0.24 | $0.26 | - Antidilutive common stock equivalents excluded from diluted EPS calculation as of March 31, 2024, include 82,021,389 shares of Class B Common Stock[81] Note 13 – Leases This note provides details on the Company's finance and operating leases, including liabilities, reclassifications, and weighted average lease terms and discount rates Finance Lease Liabilities | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Finance lease liabilities | $206,885 | $211,887 | - The Company has finance leases for one pipeline capacity agreement and one tugboat. The lease on the Sequoia vessel was reclassified from an operating lease to a finance lease in March 2023 due to the exercise of a purchase option[83][84] Total Lease Costs | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | | :-------------------- | :--------------------------------------------- | :--------------------------------------------- | | Total lease costs | $4,636 | $13,730 | | Operating lease expense | $449 | $8,454 | - As of March 31, 2024, the weighted average remaining lease term for operating leases was 4.1 years (discount rate 6.2%) and for finance leases was 8.8 years (discount rate 6.3%)[89] Note 14 – Revenue This note provides a detailed breakdown of revenue by category, highlighting changes in lease income and gas sales, and outlines significant long-term LNG agreements Revenue by Category | Revenue Category | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | Change (YoY) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Total revenue | $200,113 | $211,056 | -5.2% | | Revenue from leases | $137,910 | $102,966 | +34.0% | | Time charter, regasification and other services | $19,084 | $15,611 | +22.2% | | Gas sales | $43,119 | $92,479 | -53.4% | | Operating lease income | $122,876 | $84,976 | +44.6% | | Sales-type lease income | $15,034 | $17,990 | -16.4% | - In November 2023, Excelerate signed a 15-year LNG sale and purchase agreement (Petrobangla SPA) with Bangladesh Oil, Gas & Mineral Corporation, with deliveries of 0.85-1.0 MTPA of LNG expected from 2026 to 2040[101] - The estimated fixed transaction price allocated to remaining performance obligations under long-term arrangements is $7,874.4 million as of March 31, 2024[102] Note 15 – Long-term incentive compensation This note outlines the Company's Long-Term Incentive Plan, detailing stock-based compensation expense and unrecognized compensation costs for various equity awards Stock-Based Compensation Expense | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Stock-based compensation expense | $1,377 | $357 | - The LTI Plan, adopted in April 2022, allows for grants of stock options, restricted stock units, and performance units, with a share pool increasing annually by 4% of outstanding Class A Common Stock[103] - As of March 31, 2024, unrecognized compensation costs were $2.5 million for stock options (3.0 years weighted average period), $11.0 million for restricted stock units (2.5 years), and $5.7 million for performance units (2.6 years)[106][107][111] Note 16 – Income taxes This note details the provision for income taxes and the effective tax rate, explaining the factors influencing tax expense and the evaluation of new tax frameworks Income Tax Provision and Effective Tax Rate | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | | :---------------------- | :--------------------------------------------- | :--------------------------------------------- | | Provision for income taxes | $6,901 | $7,603 | | Effective tax rate | 19.7% | 19.8% | - The decrease in tax provision was primarily due to the year-over-year change in the amount and geographical distribution of income. The effective tax rate is influenced by geographical income distribution, non-corporate level tax benefits, non-deductible items, and varying tax regimes[113][115] - The Company is evaluating the potential impact of the OECD Pillar Two Framework on future periods[116] Note 17 – Related party transactions This note describes transactions with related parties, primarily the Exquisite Vessel Financing, and details amounts due from and to related parties - The primary related party debt instrument is the Exquisite Vessel Financing (see Note 10)[117] Fees Reimbursable to Kaiser | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | | :---------------------- | :--------------------------------------------- | :--------------------------------------------- | | Fees reimbursable to Kaiser | $69 | $1,026 | Related Party Balances | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Amounts due from related parties | $412 | $192 | | Amounts due to related parties | $139 | $577 | Note 18 – Concentration risk This note discusses the Company's management of credit risk and highlights revenue concentration among key customers, noting the mitigated risk from mobile assets - The Company manages credit risk from cash, restricted cash, derivatives, and accounts receivable by using highly rated financial institutions and evaluating counterparty creditworthiness[120] Revenue Concentration by Customer | Customer | Q1 2024 Revenue Concentration | Q1 2023 Revenue Concentration | | :--------- | :---------------------------- | :---------------------------- | | Customer A | 28% | 10% | | Customer B | 19% | 40% | | Customer C | 7% | 16% | - Substantially all long-lived assets are located outside the U.S., but the mobile nature of vessels mitigates significant concentration risk[123] Note 19 – Commitments and contingencies This note outlines the Company's significant LNG purchase obligations, which are contingent on supplier facilities becoming operational LNG Purchase Obligations | Obligation | Amount (in thousands) | | :---------------------- | :-------------------- | | LNG purchase obligations | $12,069,534 | - LNG purchase obligations are based on Henry Hub or Brent Crude pricing and are contingent on supplier LNG facilities becoming operational, none of which are expected within the next 12 months[125] Note 20 – Supplemental noncash disclosures for consolidated statement of cash flows This note provides supplemental disclosures for the consolidated statement of cash flows, including cash paid for taxes and interest, and the total cash, cash equivalents, and restricted cash Supplemental Cash Flow Disclosures | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | | :-------------------- | :--------------------------------------------- | :--------------------------------------------- | | Cash paid for taxes | $8,019 | $5,467 | | Cash paid for interest | $14,893 | $12,157 | Cash, Cash Equivalents, and Restricted Cash | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------------------------------ | :----------------------------- | :------------------------------- | | Cash, cash equivalents, and restricted cash | $596,652 | $572,458 | Note 21 – Accumulated other comprehensive income This note details the changes in accumulated other comprehensive income, primarily driven by gains from qualifying cash flow hedges Accumulated Other Comprehensive Income | Metric | March 31, 2024 (in thousands) | January 1, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Accumulated other comprehensive income | $1,052 | $505 | Other Comprehensive Income from Cash Flow Hedges | Metric | Three months ended March 31, 2024 (in thousands) | Three months ended March 31, 2023 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Other comprehensive income (loss) from qualifying cash flow hedges | $4,151 | $389 | Note 22 – Subsequent events This note discloses subsequent events, specifically the Board of Directors' approval of a cash dividend for the quarter ended March 31, 2024 - On May 2, 2024, the Board of Directors approved a cash dividend of $0.025 per share of Class A Common Stock for the quarter ended March 31, 2024, payable on June 6, 2024[128] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Excelerate Energy provides flexible LNG solutions globally, focusing on regasified natural gas, supported by long-term contracts, and is pursuing new growth opportunities while evaluating LNG export policy changes - Excelerate Energy provides flexible LNG solutions globally, operating a fleet of ten FSRUs and regasification terminals, with a focus on integrated natural gas-to-power LNG value chain[130][131] Financial Highlights | Metric | Three months ended March 31, 2024 (in millions) | Three months ended March 31, 2023 (in millions) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenues | $200.1 | $211.1 | | Net income | $28.1 | $30.7 | | Adjusted EBITDA | $75.4 | $79.9 | - FSRU and terminal services revenues increased by $38.4 million to $157.0 million in Q1 2024, while gas sales revenues decreased by $49.4 million to $43.1 million, primarily due to higher natural gas sales volumes and prices in Q1 2023 related to Brazil and Finland, partially offset by LNG sales in Bangladesh in Q1 2024[163][164] - Natural gas and LNG spot prices decreased in Q1 2024 compared to Q4 2023, benefiting LNG consumers and leading to increased LNG imports in China and Brazil[133][134][136][137] - The Biden Administration's temporary pause on new LNG export authorizations to non-Free Trade Agreement countries is expected to be lifted by March 2025; the Company's agreement with Venture Global's Plaquemines Phase 2 LNG facility is unaffected[138] - The Company maintains strong liquidity with $578.9 million in unrestricted cash and cash equivalents as of March 31, 2024, and believes it has sufficient liquidity for ongoing operations and planned capital expenditures[177] - Cash flows provided by operating activities increased by $17.9 million to $64.7 million in Q1 2024, while cash flows used in financing activities increased by $11.4 million to $27.7 million, largely due to share repurchases and higher debt repayments[183][185] - The Company has a binding shipbuilding contract for a new FSRU to be delivered in 2026, with expected future payments of $50.0 million in 2024 and $250.0 million in 2025-2026[194] - Long-term LNG purchase agreements include a 20-year SPA with Venture Global LNG (0.7 MTPA from Plaquemines Phase 2) and a 15-year SPA with QatarEnergy (0.85-1.0 MTPA from 2026-2040, intended for Petrobangla SPA)[196][197] Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to interest rate risk, primarily managed through long-term interest rate swaps, and commodity price risk from LNG purchases, which may be hedged with derivatives - The Company is exposed to market risks including changes in interest rates, natural gas and LNG commodity prices, and foreign currency exchange rates, and may use derivative instruments to manage these risks[202] - Interest rate risk is managed through long-term interest rate swap agreements; the fair value of these swaps was $4.4 million as of March 31, 2024, and a hypothetical 100 basis point change in SOFR forward curves would impact their fair value by $6.3 million[203][204] - Commodity price risk arises from LNG purchases, but the Company did not hold any commodity derivative instruments as of March 31, 2024 or 2023[205] - Foreign currency exchange risk primarily involves the U.S. dollar against the Euro, Argentine peso, Brazilian real, and Bangladesh taka, with immaterial financial derivatives used for hedging in Q1 2024, resulting in a $(1.4) million loss[206] Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2024, with no material changes in internal control over financial reporting - The Company's disclosure controls and procedures were evaluated and deemed effective as of March 31, 2024[209] - There have been no material changes in the Company's internal control over financial reporting during the three months ended March 31, 2024[210] PART II. OTHER INFORMATION This section covers other required information, including legal proceedings, risk factors, equity security sales, and controls and procedures Item 1. Legal Proceedings Disclosure concerning legal proceedings is incorporated by reference to Note 19 – Commitments and contingencies in Part I, Item 1 of this Quarterly Report - Legal proceedings disclosure is incorporated by reference to Note 19 – Commitments and contingencies[213] Item 1A. Risk Factors No material changes to previously disclosed risk factors, except for specific risks regarding the Company's ability to pay dividends on Class A Common Stock or repurchase shares under the Program - There is no assurance that the Company will pay dividends on Class A Common Stock or repurchase shares, as these actions are discretionary and depend on financial condition, legal requirements, and debt covenants[214][215] - The Company's ability to generate cash for debt service, dividends, or share repurchases is highly dependent on the earnings of, and receipt of funds from, its subsidiaries[215] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company repurchased 588,030 shares of Class A Common Stock in March 2024 at an average price of $15.92 per share, totaling $9.4 million, under the $50.0 million share repurchase program Share Repurchase Activity | Period | Total shares purchased | Average price paid per share | Total shares purchased as part of publically announced plans or programs | Maximum dollar value of shares that may yet be purchased under the Program (in thousands) | | :------------------------------ | :--------------------- | :--------------------------- | :--------------------------------------------------------------------- | :------------------------------------------------------------------------------------- | | March 1, 2024 to March 31, 2024 | 588,030 | $15.92 | 588,030 | $40,641 | - The share repurchase program, approved on February 22, 2024, authorizes purchases up to $50.0 million and expires on February 28, 2026[216] Item 3. Defaults Upon Senior Securities This item is not applicable to the Company for the reporting period Item 4. Mine Safety Disclosures This item is not applicable to the Company for the reporting period Item 5. Other Information No directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the three months ended March 31, 2024 - None of the Company's directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the three months ended March 31, 2024[219] Item 6. Exhibits The report includes a list of exhibits, such as forms of Long-Term Incentive Plan awards, a corrective amendment to the credit agreement, and certifications from the Principal Executive Officer and Principal Financial Officer - Exhibits include forms of Long-Term Incentive Plan awards (Restricted Stock Units, Performance Stock Units), a Corrective Amendment to Amended and Restated Senior Secured Credit Agreement, and certifications from the Principal Executive Officer and Principal Financial Officer[220] Signatures The report was signed on May 9, 2024, by Dana Armstrong, Executive Vice President and Chief Financial Officer, certifying compliance with Securities Exchange Act requirements - The report was signed on May 9, 2024, by Dana Armstrong, Executive Vice President and Chief Financial Officer[225]