Big Sky Industrial Inc (BSIN) 2026 Q2 法說會逐字稿

Good morning, and welcome to Big Sky Industrial, Inc.'s second quarter 2026 earnings conference call. All participants are on listen-only mode. Following management's prepared remarks, there will be a question-and-answer session for analysts. Today's call is being recorded and a replay will be available on the Investor Relations section of the company's website at bigskyindustrialinc.com. Before we begin, I would like to remind everyone that today's discussion will include forward-looking statements within the meaning of the federal securities laws. Three statements are based on management's current expectations and are subject to risks and uncertainties. That could cause actual results to differ materially. Please refer to the company's most recent SEC filings, including the Form 10-Q filed today with the Form 10-K, for discussion of these risks. Statements made on this call only as of today, and the company undertakes no obligation to update them. Joining us today are Ryan Smith, President and Chief Executive Officer and Mark Zajac, Chief Financial Officer. I'll now turn the call over to Ryan Smith.

Thanks, Mason, and good morning, everyone. Welcome to our second-quarter call. The first one we get to do is Big Sky Industrial. Investor engagement over the last 90 days has been the strongest I have seen in my time here with more meetings, sharper questions, and a lot more of them from institutions that have never looked at this.

The story is starting to resonate and that's a credit to the work this team has put in over the last several quarters. Let me start with the name since it's the most visible change since we last spoke. On June 8, US Energy Corp became Big Sky Industrial, and our stock began trading on NASDAQ under BSIN. Structurally, nothing moved and nothing was required of shareholders. It wasn't a change in strategy, but it was the name catching up to the business.

We spent the last few years turning a legacy oil and gas producer into an integrated industrial gas and carbon management platform, and in the second quarter, we made that official.

The quarter was about finishing the foundation and then going to work on top of it. In April, we completed the Phase 1 capital stack by amending our credit facility and doubling the borrowing base, and later that month, we signed a five-year, 100% take-or-pay helium offtake with an investment-grade global industrial gas counterparty. In June, we completed the rebrand, and all quarter long capital. Went into the ground in Montana. Every structural piece of Phase 1 is now in place, engineering, permitting, EPC, funding and offtake. What's left between here and first revenue is execution. Here's how I will walk through the call this morning. What's happening in the field, then our commercial position and the market we're walking into. Mark will take you through the quarter and the balance sheet and I will come back at the end with what's ahead.

Let's start in the field because like every development project, execution is critical.

We made our final investment decision on the Phase 1 processing facility in March, and we took it the way it should be taken, engineering complete, permitting complete, a fixed scope EPC contract with CANUSA and a funded capital stack behind it.

Five weeks later, we added a long-term contracted helium buyer on top of that. Since then, it's been a construction project and not a development project. Capital went into the plant through the first half and long lead equipment items are moving through fabrication. The plant is sized for up to 8 million cubic feet a day of inlet capacity, which gets us to more than 14 million cubic feet of contained helium and about 125,000 metric tons of captured CO2 per year.

On the field side, the producing wells are in the ground, along with two operational Class II injection wells. Gathering system installation is underway this summer. Plant commissioning is targeted for later this year and first gas and with the commercial operations for March 2027. That's the same schedule we gave the market when we first sanctioned the project, and the modular plant design is a big reason why we haven't moved that.

There's far less that can go sideways on site, and that's what keeps us comfortable on schedule and budget.

On the regulatory side, both of our monitoring, reporting, and verification plans on big rows and cut bank are an active review at the EPA. Those interactions have been positive, and nothing has come up that gives us concern. We expect approvals well ahead of commercial operations, though that timing belongs to the agency and not to us. Those approvals are the gate to the Section 45Q credit stream, roughly $130 million of credit value over the first 12 years of Phase I alone.

I want to highlight that number because I don't think it's understood yet. That $130 million of federal carbon capture tax credits from a single Phase I facility at a company whose entire market cap today is much less than that. It's policy-backed and commodity independent, sending. Everything that we are building. The credit is $85 a ton with annual CPI-linked escalators, it has bipartisan support and it runs for 12 years. Our base case uses today's rate and anything better is pure upside.

And that number is more than just a line on schedule. Under current law, 45Q credits are transferable. That means they can be sold to a third-party for cash. We have begun the work to monetize the Phase 1 credit stream and pull that value forward rather than collect it in 12 annual installments. That converts a policy-backed credit stream into non-dilutive cash upfront at a scale that is highly significant relative to where the company is valued today. We expect it to be the primary funding source for Phase 2, and we have already started that planning. You will hear more from us on both of these throughout the balance of this year. None of it sits in our base case, but it's the largest source of non-dilutive capital available to us, and we are actively working on it.

Now to the commercial side of the platform.

The helium offtake we signed in April anchors our initial revenue. A reminder on the terms, five years with an investment-grade global industrial gas company, one of the leading helium distributors in the world, 100% take or pay, 1.2 million cubic feet per month at a fixed plant gate price of $285 for MCF with CPI escalation beginning March 1, 2028, and a price redetermination in year three that preserves our upside.

Volume risk is gone, demand risk is gone, the helium is contracted day one revenue. 90 days later, here's what I'd still emphasize. A counterparty like that doesn't sign a multi-year 100% take or pay contract with a development stage project on faith. They put our resource, our development plan and our ability to execute through significant diligence first. That was third-party validation of this asset, and nothing has changed the picture other than we are 90 days closer to first gas production.

On helium, global helium supply is structurally tight. Instability in the Middle East along with real questions about long-term supply out of Russia and Qatar has only made it tighter. There's no substitute for helium in semiconductors, medical imaging, fiber optics, aerospace or the manufacturing chain behind the AI build-out. Demand doesn't flex on price, and domestic supply is very thin. Our all-in contracted price of $285 is strong, especially with transportation and tolling costs sitting solely with our counterparty and candidly, I think it will look conservative relative to where the market is heading, which is why we negotiated the three-year reprice. We're an American producer of a strategically important industrial gas at a moment when that matters a great deal in Washington.

On the CO2 and carbon management, 45Q tax credits have bipartisan support was extended under the IRA and the carbon management market is forecast to grow exponentially from here. Today, there are only about 20 operational CCUS projects in the entire country, which is a very short list, a list that we'll be on.

What sets us apart is how the CO2 comes to us. It's created as part of our own industrial process, and we capture all of it and either sequester it permanently or put it into work and enhance oil recovery. There's no combustion, no fermentation, no energy intensive capture equipment on the front of the plant. Most carbon projects spend real capital and real energy just to get CO2 into a pipe. We don't and that's a structural cost advantage and one that a competitor cannot go and just buy on the oil front, Cutbank keeps doing its job, low decline established production that supports the platform while we build out.

The bigger point is the retained optionality that it gives us. There is significant recovery potential through phased CO2 enhanced oil recovery, and the CO2 comes from us, no third-party supply, no negotiation, no counterparty risk. We already hold more than 170 permitted Class II injection wells, so the path to a multi-decade production tail is a low capital path. CupBank is the captive CO2 outlet that closes the loop on the platform.

With that, let me hand it to Mark to walk through the second quarter results and the capital structure.

Thanks, Ryan, and good morning, everyone. I'll keep my remarks focused on the capital structure because that is where the most consequential financial work happened this quarter. There are two pieces I'll cover, our Phase 1 capital position and the path forward.

I will briefly touch upon the quarter's results and additional details can be found in the morning's press release and the 10-Q.

Starting with the quarter, revenue was $2.1 million, essentially flat from a year ago, as stronger realized oil prices offset lower volumes following our completed divestiture program.

Cash general administrative expense was $1.8 million, down from $2.6 million in the first quarter as the transaction-related professional fees behind FID, the EPC contract, the offtake, and the credit facility amendment rolled off. Adjusted EBITDA was a negative $0.9 million compared to a negative $1.3 million a year ago, and we invested $9.6 million of industrial gas capital in the first half against $2.5 million in the prior year period.

That number is the one I would like to point to. It is the clearest financial evidence that Big Sky has moved from development into construction this year.

As for our capital position, the equity offering we completed in March brought in capital to fund development and strengthen the balance sheet. In April, we amended our senior secured credit agreement, doubling the borrowing base to $20 million, fixing the interest margin at 200 basis points and suspending quarterly financial covenant testing to the first quarter ending March 31, 2027.

The facility runs to a May 2029 maturity with no prepayment penalties. Those are the right terms for a project at construction: low cost. Covenant noise and flexibility on timing.

Together with cash on hand, these sources are expected to fund the Phase 1 program, and we will remain flexible in how we finance the balance of the build as construction advances.

Second, the path forward. As we move from building into operations and begin positioning for phase two, the multi-stream nature of the platform opens capital avenues that were not available to us as a legacy EMP. Project level debt becomes more accessible as MRV approvals and the contract to offtake the rest of the asset. The 45Q stream Ryan walkthrough is a financial asset in its own right, a potential non-dilutive source of capital that sits outside our base case, and over time, while the existing facilities are appropriately sized for today, we would expect to transition. To a larger, longer data facility as revenue comes online and the credit profile matures. From a near-term liquidity standpoint, we ended the quarter with $21.5 million of total liquidity, and as of August 4, we had $16.4 million following a $4 million draw to fund construction. We believe we are well-positioned to deliver Phase 1 into commercial operations in the first quarter of 2027 for retaining multiple financing levers as the project advances. From here, my focus on the capital side is optimization, cost of capital. Prepositioning for Phase 2.

And with that, back to Ryan.

Thanks, Mark. Let me close with a path forward because the gap between intrinsic value and where the stock trades is, in our view, the central fact of the investment case at Big Sky.

Over the coming quarters, we have a sequence of independent derisking events, MRB approvals in the near-term, gathering system completion through the fall, facility commissioning later this year with first gas and first revenue in March of 2027.

Phase 2 is the first step in that scaling, and it is entirely excluded from our base case model. It's a second larger plant on the same footprint using the same infrastructure, approvals, field operations, and many of the same commercial relationships. Our acreage, our permitted wells, and our geology already support two to three times Phase 1 capacity with no new land and no new approvals needed.

Because the heavy lifting is done, the incremental capital per unit is meaningfully lower and as the asset de-risks, we would expect our cost of capital to improve as well. Compound those across a larger second unit and our internal modeling support project NPV that is multiples of where Phase 1 stands today.

As I mentioned, $130 million gross 45Q value earlier, that monetization work is underway now, either through a transferability transaction or a structured credit sale. This is a non-dilutive capital acceleration that isn't in our base case, and we will share more with the market as it advances.

Let me close with a candid observation on valuation because it gets at why we made this pivot. Small cap BMP companies traded roughly three times EBITDA today. Small and mid-cap midstream and gas processing traded roughly eight times. Blue chip industrial gas companies traded roughly 17 times or higher. Those are our forecasts. They're public market multiples that anyone can verify.

Once Phase 1 is operating, Big Sky Industrial is no longer a small-cap EMP. We are an industrial gas producer with a contracted offtake, a carbon management business with policy-backed revenue, and a low-decline oil business integrated as a captive CO2 outlet.

We don't need every part of that rerating for the equity to perform very well from here. Today, we traded a meaningful discount to our internally calculated Phase I NAV against an EBITDA multiple well below where any of those category's trade. Our job between now and commissioning is to keep executing the milestones and let the market award it.

To put a fine point on the quarter, we completed the Phase I capital stack. We signed a five-year, 100% take-or-pay helium offtake, and we became Big Sky Industrial. Through all of it, construction advanced on schedule with the countdown to commercial operations now measured in months and not years.

The backdrop for helium, carbon management, and American production of critical industrial gases has never been more favorable. I'm more confident in our plan today than at any point since we set it out.

I want to thank our team in Houston, in Montana, and across our partner network for outstanding execution this quarter. And thank you to our shareholders for the continued support as we move from the build phase into the cash flow phase.

Operator, with that, please open the line for questions.

(Operator Instructions)

Our first question comes from Charles Meade with Johnson.

I want to start with a simple question, maybe an obvious one. But MRV is one of the things on, I think it's on your critical path to start up. And here's the question.

In the case that MRV, let's say it took another six or eight months, would you still be able to start up your facility in 1Q27 and monetize the helium part of that stream even if you don't have the MRV through yet?

Yeah, good morning. Good question. I'll caveat my answer with saying internally. And I'll give my own opinion on that. I think that six to eight-month timeline is a wildly unlikely timeline to happen.

But with that being said, the answer is unequivocally yes, we would be able to.

We have the assets on the injection, sequestration and disposal side to where, just hypothetically speaking, if we were commercial. Today, we could still sequester and utilize the CO2 that is captured from the plant, the exact same process and results that we would be doing in the first quarter of next year. We just wouldn't be receiving the 45Q credits.

Right. So, the Class II wells are there, it's just whether you have the whole MRV so you can inject in them, it's just whether you get the MRV.

Credit is the, it would be the question.

So as a follow-up, as a follow-up, and I'm sorry I cut you off there, Ryan, but so the MRV is not really on the critical path to start. Can you talk about some of this in your prepared remarks, you talked about the gathering system and the facility construction, can you.

Share what are the items on the critical path and when you show up in the office on a Monday morning, if you didn't look at your phone on the weekend, what are the things you're most interested in seeing the progress on?

Yeah, I mean, from a high level, right, it's execution and more execution.

With a plant like ours, the timing concerns are really extremely front-loaded with ordering long lead time items to get them into the EPC field and start plant construction stuff like Power generators, which we are competing with data centers for power generation. We have bought and paid and taken ownership of those compression membranes and these other things that range from.

On the short side, three on the long side, nine months of lead time. So, from the very beginning, that was always the biggest concern is making sure that one, we got access to be able to purchase these items and then made those purchases and would have those well before plant construction fabrication etc. So, we have done the vast majority of that, I would say by far the biggest bucket of long lead time items, which is really Caterpillar 2-megawatt power generators that run off net gas, which we have recently acquired and put into our field, is by far the biggest concern or I'll say what was the biggest concern and we have made really good progress on that. So, over the next couple of months, it's those items that haven't already shown up showing up and then started turning the proverbial wrench on everything early fourth quarter of this year.

That is great detail. And if I could just sneak one more in, Ryan, and I know this is kind of, you have got a lot of stuff that, you have got a lot of turning the wrenches in front of you, but peering into the future, you made some comments about phase two and about the potential there.

As you look at what that could be, what are the key variables or what are the kind of key.

Design parameters you are thinking about when you size that plant. From your prepared comments, it seems, I got the impression that maybe it's only capital but are there other things like gross deliverability into the plant inlet or maybe the capacity of your gathering system? I mean, what are the variables that you are going to be looking at in, let's say, nine months from now after you have got your first facility up? What are the variables you're going to be looking at when you decide with your board what size that Phase 2 is going to be?

Yeah, I think your kind of almost answered it with your question, right? I'll start with the smallest ones first.

Want to make sure we have the production, of course, to support further expansion. That being said, we have an extremely large resource here that really can, within natural limitations, can produce into the future into perpetuity. Example being our first plant has a capacity of 8 million cubic feet a day. Our three producing wells are flowing or test flowed at combined 17 million a day and they're being choked back to feed this plant.

Some of that production would go to a second plant. So, I would say, again, just using rough numbers here.

Half-ish of the needed production to go to the second plant is already there and we will just open those wells up a little bit more. On the sequestration side, and kind of related to your first question as well, we have already tested our sequestration wells. We tested with nitrogen that's cheaper and easier than CO2, but from an engineering standpoint, it's the same thing. The main sequestration well held. On an annualized basis what would be 400,000 metric tons per year. We are going to be storing a quarter of that on this first phase. So, a lot of the infrastructure to expand Phase 2 is already in place.

We would probably need to expand the gathering system a little bit on a second phase. But that being said, just because of the geographic proximity of all these assets, even though we own a very large position up there, a lot of the activity we're doing is within half a mile to a mile and a half of distance, expanding that gathering system, but that's a very low capital cost, that's probably $1 million.

So going back to what would be the driving force, it really would be capital. And again, not to jump ahead here, but we think we have a pretty unique capital pathway here on non-dilutive. Pull forward cash through our 45Q credit stream. And the sizes we've talked about, the sizes we put in our investor presentation, which I think our investor presentation shows a Phase 2 that's two times the size of Phase 1. I think right now internally that we are kind of penciling between two and three times just as we move through the rest of this year. A big driver on that will be both execution, monetization and ultimate value to Big Sky on the 45Q pull forward.

As well as a modest amount of leverage that makes sense and just having that toggle to fill that Phase 2 gap stack.

Our next question comes from Tom Kerr with Sachs Investment Research.

Good morning, guys.

Clarification on the optic agreement I don't have the numbers in front of me, but what percent of potential capacity is that cover is that taking all your helium or is a small portion I forget how that works.

It takes it takes a hundred percent of everything that we produce from phase one processing.

Okay and what's the length on that again it's five years five years got it okay I wasn't sure please.

It's five years and we negotiated a three-year price revisit as part of that as well to where we can go out and rebid and our current counterparty has to be within it's either 2% or 3%, I apologize, I don't have that number in front of me of the highest bid or we would just go to.

A higher bidder. But as of right now, it's five years for everything that that first plant produces.

And then quickly on the tax credit monetization, I probably can't talk about ongoing discussions, but would that be for all $130 million? Is there deals where you could keep half of it or forward sale a portion of it or just how do we look at that?

Yeah, I mean, it's really everything that you said. Every deal is different.

I've said this publicly, so this isn't a big secret. We have already started discussions with a handful of nameplate buyers of these credit streams, and every structure is different. I think ultimately, we would have the flexibility to do all.

Or some of them I envision this first phase being all of them just to pull that cash forward and then you know as we move forward through different phases of development here in the coming years you know I think it's just a matter of math and financial analysis on how much we pull forward versus how much we keep in-house to offset our own tax liabilities okay.

I think that's all I have for today good report thank you.

Thank you. We have reached the end of the question-and-answer session. I would now like to turn the floor back over to management for closing comments.

Thank you, everybody, for joining us this morning.

Thank you, analysts, for your questions. We're excited about what we're doing. We continue to make great progress.

On our project that we started roughly 18 months ago, we have a lot of catalysts coming up both in the near term and throughout the remainder of 2026 that we are excited to update the market on when they occur. So, I appreciate everybody's time this morning and following us with what we think at Big Sky is creating a pretty unique and lucrative platform that currently doesn't exist in the small cap world. So I appreciate your time and thank you very much.

Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time.

Thank you for your participation and have a wonderful day.