TimkenSteel to Increase Prices on Special Bar Quality and Seamless Mechanical Tubing Products

PR Newswire

CANTON, Ohio, Aug. 9, 2021 /PRNewswire/ — TimkenSteel Corp. (NYSE: TMST), a leader in customized alloy steel products and services, today announced it will increase base pricing on all special bar quality (SBQ) products by $60 per ton. This increase is effective for shipments beginning September 6, 2021.

The company also announced it will increase prices on all carbon and alloy seamless mechanical tubing (SMT) products by $60 per ton. SMT increases are effective for shipments beginning January 3, 2022.

All increases are applicable to orders not already covered by pricing agreements and surcharge mechanisms remain in effect.

ABOUT TIMKENSTEEL CORPORATION
TimkenSteel (NYSE: TMST) manufactures high-performance carbon and alloy steel products in Canton, OH serving demanding applications in automotive, energy and a variety of industrial end markets. The company is a premier U.S. producer of alloy steel bars (up to 16 inches in diameter), seamless mechanical tubing and manufactured components. In the business of making high-quality steel primarily from recycled materials for more than 100 years, TimkenSteel’s proven expertise contributes to the performance of our customers’ products. The company employs approximately 1,900 people and had sales of $831 million in 2020. For more information, please visit us at www.timkensteel.com.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/timkensteel-to-increase-prices-on-special-bar-quality-and-seamless-mechanical-tubing-products-301351425.html

SOURCE TimkenSteel Corp.

PharmaCyte Biotech Announces Uplist Date to NASDAQ and Pricing of $15 Million Public Offering

PharmaCyte Biotech Announces Uplist Date to NASDAQ and Pricing of $15 Million Public Offering

LAGUNA HILLS, Calif.–(BUSINESS WIRE)–
PharmaCyte Biotech, Inc. (NASDAQ: PMCB) (PharmaCyte or Company), a biotechnology company focused on developing cellular therapies for cancer and diabetes using its signature live-cell encapsulation technology, Cell-in-a-Box®, today announced that the Company’s common stock is expected to begin trading on The Nasdaq Capital Market on August 10, 2021, under the symbol “PMCB.” The Company also announced the pricing of its previously announced underwritten public offering.

The offering consists of 3,529,412 shares of its common stock (or pre-funded warrants to purchase common stock in lieu of common stock) and warrants to purchase up to an aggregate of 3,529,412 shares of common stock. Each share of common stock (or pre-funded warrant in lieu thereof) is being sold together with one warrant to purchase one share of common stock at an effective combined public offering price of $4.25 per share of common stock and accompanying warrant, less underwriting discounts and commissions. The warrants have an exercise price of $4.25 per share, are exercisable immediately, and will expire five years following the date of issuance. PharmaCyte expects to receive gross proceeds from the underwritten public offering of approximately $15 million, before deducting underwriting discounts and commissions and other estimated offering expenses.

H.C. Wainwright is acting as sole book-running manager for the offering.

In addition, PharmaCyte has granted the underwriter a 30-day option to purchase up to an additional 529,411 shares of common stock and/or warrants to purchase up to an additional 529,411 shares of common stock at the public offering price, less the underwriting discounts and commissions.

All the securities being sold in the offering are being offered by PharmaCyte. The offering is expected to close on or about August 12, 2021, subject to satisfaction of customary closing conditions.

The securities described above are being offered by PharmaCyte pursuant to a shelf registration statement on Form S‑3 (File No. 333-255044) that was previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (SEC) on April 14, 2021. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A preliminary prospectus supplement and accompanying base prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at https://www.sec.gov/. Electronic copies of the final prospectus supplement and the accompanying base prospectus relating to the offering will be filed with the SEC and, when available, will be on the SEC’s website at https://www.sec.gov/ and may also be obtained by contacting H.C. Wainwright & Co., LLC, at 430 Park Avenue, New York, New York 10022, by telephone at (212) 856-5711, or by email at [email protected].

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offer, if at all, will be made only by means of the prospectus supplement and the accompanying prospectus forming a part of the registration statement.

About PharmaCyte Biotech

PharmaCyte Biotech, Inc. is a biotechnology company developing cellular therapies for cancer and diabetes based upon a proprietary cellulose-based live cell encapsulation technology known as “Cell-in-a-Box®.” This technology is being used as a platform upon which therapies for several types of cancer and diabetes are being developed.

PharmaCyte’s product candidate for cancer involves encapsulating genetically engineered human cells that convert an inactive chemotherapy drug into its active or “cancer-killing” form. For pancreatic cancer, these encapsulated cells are implanted in the blood supply to the patient’s tumor as close as possible to the site of the tumor. Once implanted, the chemotherapy prodrug ifosfamide that is normally activated in the liver is given intravenously at one-third the normal dose. The ifosfamide is carried by the circulatory system to where the encapsulated cells have been implanted. When the ifosfamide flows through pores in the capsules, the live cells inside act as a “bio-artificial liver” and activate the chemotherapy prodrug ifosfamide at the site of the cancer.

PharmaCyte’s product candidate for Type 1 diabetes and insulin-dependent Type 2 diabetes involves encapsulating a human liver cell line that has been genetically engineered to produce and release insulin in response to the levels of blood sugar in the human body. PharmaCyte is also considering the use of genetically modified stem cells to treat diabetes. The encapsulation of the cell lines will be done using the Cell-in-a-Box® technology. Once the encapsulated cells are implanted in a diabetic patient, we anticipate that they will function as a “bio-artificial pancreas” for purposes of insulin production.

Safe Harbor

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that express the current beliefs and expectations of the management of PharmaCyte. Any statements contained in this press release that do not describe historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results, performance and achievements to differ materially from those discussed in such forward-looking statements. Forward-looking statements include those relating to the public offering of PharmaCyte’s securities, including as to the completion of the public offering described above and the possibility that the common stock may not begin trading on Nasdaq, all of which may be affected by, among others, delays in satisfying or failure to satisfy closing conditions related to the public offering and adverse changes in general economic and market conditions. Factors that could affect our actual results include our ability to maintain the listing of our common stock on a national securities exchange, raise the necessary capital to fund our operations and to find partners to supplement our capabilities and resources, satisfactorily address the issues raised by the by the U.S. Food and Drug Administration to have the clinical hold removed on our IND so that we may proceed with our planned clinical trial for locally advanced and inoperable pancreatic cancer, as well as such other factors that are included in our periodic reports on Form 10-K and Form 10-Q that we file with the SEC. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, except as otherwise required by law, whether as a result of new information, future events or otherwise.

More information about PharmaCyte Biotech can be found at www.PharmaCyte.com. Information may also be obtained by contacting PharmaCyte’s Investor Relations Department.

Contact:

Dr. Gerald W. Crabtree

Investor Relations:

PharmaCyte Biotech, Inc.

Investor Relations Department

Telephone: 917.595.2856

Email: [email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Oncology Health Diabetes Genetics Pharmaceutical Biotechnology

MEDIA:

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Hyliion’s Hypertruck ERX™ Showcased During U.S. Secretary of Energy’s Michigan Manufacturing Facilities Tour

Hyliion’s Hypertruck ERX™ Showcased During U.S. Secretary of Energy’s Michigan Manufacturing Facilities Tour

  • U.S. Secretary of Energy takes ride in Hypertruck ERX™ demonstration unit
  • Current administration’s infrastructure package emphasizes clean energy technology, EVs and the creation of more jobs in the sector

AUSTIN, Texas–(BUSINESS WIRE)–Hyliion Holdings Corp. (NYSE: HYLN) (“Hyliion”), a leader in electrified powertrain solutions for Class 8 semi-trucks, recently met with U.S. Secretary of Energy Jennifer Granholm and U.S. Representative Haley Stevens to showcase the Hypertruck ERX™ at development collaborator FEV North America’s Auburn Hills, Michigan facility. The visit was part of a tour to promote the Biden administration’s $1 trillion bipartisan infrastructure proposal.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210809005820/en/

U.S. Secretary of Energy Jennifer Granholm and U.S. Representative Haley Stevens take an in-depth look at the Hyliion Hypertruck ERX ™ during a tour of the FEV North American Technical Center in Auburn Hills, MI. (Photo: Business Wire)

U.S. Secretary of Energy Jennifer Granholm and U.S. Representative Haley Stevens take an in-depth look at the Hyliion Hypertruck ERX ™ during a tour of the FEV North American Technical Center in Auburn Hills, MI. (Photo: Business Wire)

Secretary Granholm and Representative Stevens were given an in-depth overview of the innovative, American-made technology that powers the Hypertruck ERX™, and also took a ride in a proof-of-concept unit, experiencing firsthand the quiet power of an electrified Class 8 truck.

“We were so pleased to showcase the Hypertruck ERX™ to Secretary Granholm, whose commitment to helping America achieve its goal of net-zero carbon emissions through innovative clean energy technology aligns with our vision of an electrified trucking industry,” said Bobby Cherian, Senior Vice President of Sales and Supply Chain.

“Hyliion’s powertrain technology provides fleets with a next-generation solution that empowers them to efficiently address sustainability goals by reducing their carbon footprint while bolstering performance,” Cherian added.

The Hypertruck ERX™ is an electric powertrain that is recharged by an onboard natural gas generator for Class 8 commercial trucks and will provide lower operating costs, emissions reductions, and superior performance to fleets nationwide. Utilizing the 700+ commercial natural gas vehicle filling stations across North America, it enables long range and quick refueling, and when fueled with renewable natural gas, can provide net-negative carbon emissions to commercial fleets.

In April, Hyliion announced a first of its kind Hypertruck Innovation Council with leading fleet and technology companies that will test and provide feedback on the Hypertruck ERX™. Just last week, the company noted that one of its current customers, Detmar Logistics LLC, has executed a reservation agreement covering 300 Hypertruck ERX™, with Hyliion showcasing demonstration units to the Detmar team in late 2021 and trials running in 2022.

About Hyliion

Hyliion’s mission is to reduce the carbon intensity and greenhouse gas (GHG) emissions of Class 8 commercial trucks by being a leading provider of electrified powertrain solutions. Leveraging advanced software algorithms and data analytics capabilities, Hyliion offers fleets an easy, efficient system to decrease fuel and operating expenses while seamlessly integrating with their existing fleet operations. Headquartered in Austin, Texas, Hyliion designs, develops, and sells electrified powertrain solutions that are designed to be installed on most major Class 8 commercial trucks, with the goal of transforming the commercial transportation industry’s environmental impact at scale. For more information, visit www.hyliion.com.

Forward Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Hyliion and its future financial and operational performance, as well as its strategy, future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Hyliion expressly disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this press release. Hyliion cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Hyliion. These risks include, but are not limited to, Hyliion’s ability to disrupt the powertrain market, Hyliion’s focus in 2021 and beyond, the effects of Hyliion’s dynamic and proprietary solutions on its commercial truck customers, accelerated commercialization of the Hypertruck ERX™, the ability to meet 2021 and future product milestones, the impact of COVID-19 on long-term objectives, the ability to reduce carbon intensity and greenhouse gas emissions and the other risks and uncertainties set forth in “Risk Factors” section of Hyliion’s annual report on Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2021 for the year ended December 31, 2020. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Hyliion’s operations and projections can be found in its filings with the SEC. Hyliion’s SEC Filings are available publicly on the SEC’s website at www.sec.gov, and readers are urged to carefully review and consider the various disclosures made in such filings.

Press Contact

Ryann Malone

[email protected]

(833) 495-4466

Investor Contact

Louis Baltimore

[email protected]

(833) 495-4466

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Alternative Energy Energy Automotive Trucking Automotive Manufacturing General Automotive Transport Manufacturing

MEDIA:

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U.S. Secretary of Energy Jennifer Granholm and U.S. Representative Haley Stevens take an in-depth look at the Hyliion Hypertruck ERX ™ during a tour of the FEV North American Technical Center in Auburn Hills, MI. (Photo: Business Wire)
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Source Capital, Inc. Declares Monthly Distributions on Common Stock

Source Capital, Inc. Declares Monthly Distributions on Common Stock

LOS ANGELES–(BUSINESS WIRE)–
The Board of Directors of Source Capital, Inc. (NYSE: SOR) (the “Fund”), today approved maintaining the Fund’s regular monthly distribution rate for each of the next three months as follows:

Month

Cents per

Common Share

Record Date

Payable Date

September 2021

18.5

September 6, 2021

September 30, 2021

October 2021

18.5

October 18, 2021

October 29, 2021

November 2021

18.5

November 16, 2021

November 30, 2021

About Source Capital, Inc.

Source Capital, Inc. is a closed-end investment company managed by First Pacific Advisors, LP. Its shares are listed on the New York Stock Exchange under the symbol “SOR.” The investment objective of the Fund is to seek maximum total return for shareholders from both capital appreciation and investment income to the extent consistent with protection of invested capital. The Fund may invest in longer duration assets like dividend paying equities and illiquid assets like private loans in pursuit of its investment objective and is thus intended only for those investors with a long-term investment horizon (greater than or equal to ~5 years).

You can obtain additional information by visiting the website at www.fpa.com, by email at [email protected], toll free by calling 1-800-982-4372, or by contacting the Fund in writing.

Important Disclosures

You should consider the Fund’s investment objectives, risks, and charges and expenses carefully before you invest.

Distributions may include ordinary income, net capital gains and/or returns of capital. Generally, a return of capital would occur when the amount distributed by the Fund includes a portion of (or is comprised entirely of) your investment in the Fund in addition to (or rather than) your pro-rata portion of the Fund’s net income or capital gains. The Fund’s distributions in any period may be more or less than the net return earned by the Fund on its investments, and therefore should not be used as a measure of performance or confused with “yield” or “income.” A return of capital is not taxable; rather it reduces a shareholder’s tax basis in his or her shares of the Fund. If the Fund estimates that a portion of its distribution may be comprised of amounts from sources other than net investment income, the Fund will notify shareholders of the estimated composition of such distribution through a separate written Section 19 notice. Such notices are provided for informational purposes only, and should not be used for tax reporting purposes. Final tax characteristics of all Fund distributions will be provided on Form 1099-DIV, which is mailed after the close of the calendar year.

It is important to note that differences exist between the Fund’s daily internal accounting records and practices, the Fund’s financial statements prepared in accordance with U.S. GAAP, and recordkeeping practices under income tax regulations. Please see the Fund’s most recent shareholder reports for more detailed tax information.

The Fund’s distribution rate may be affected by numerous factors, including changes in realized and projected market returns, Fund performance, and other factors. There can be no assurance that a change in market conditions or other factors will not result in a change in the Fund’s distribution rate at a future time.

As with any stock, the price of the Fund’s common shares will fluctuate with market conditions and other factors. Shares of closed-end management investment companies frequently trade at a price that is less than (a “discount”) or more than (a “premium”) their net asset value. If the Fund’s shares trade at a premium to net asset value, there is no assurance that any such premium will be sustained for any period of time and will not decrease, or that the shares will not trade at a discount to net asset value thereafter.

The Fund’s daily New York Stock Exchange closing market prices, net asset values per share, as well as other information, including updated portfolio statistics and performance are available by visiting the website at https://fpa.com/funds/overview/source-capital, by email at [email protected], toll free by calling 1-800-279-1241 (option 1), or by contacting the Fund in writing.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful under the securities laws of any such state. In the event of a tender offer, there may be tax consequences for a stockholder. For example, a stockholder may owe capital gains taxes on any increase in the value of the shares over your original cost.

Investments, including investments in closed-end funds, carry risks and investors may lose principal value. Capital markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. It is important to remember that there are risks inherent in any investment and there is no assurance that any investment or asset class will provide positive performance over time. Value style investing presents the risk that the holdings or securities may never reach our estimate of intrinsic value because the market fails to recognize what the portfolio management team considers the true business value or because the portfolio management team has misjudged those values. In addition, value style investing may fall out of favor and underperform growth or other style investing during given periods. Non-U.S. investing presents additional risks, such as the potential for adverse political, currency, economic, social or regulatory developments in a country, including lack of liquidity, excessive taxation, and differing legal and accounting standards. Non-U.S. securities, including American Depository Receipts (ADRs) and other depository receipts, are also subject to interest rate and currency exchange rate risks.

Fixed income instruments are subject to interest rate, inflation and credit risks. Such investments may be secured, partially secured or unsecured and may be unrated, and whether or not rated, may have speculative characteristics. The market price of the Fund’s fixed income investments will change in response to changes in interest rates and other factors. Generally, when interest rates rise, the values of fixed income instruments fall, and vice versa. Certain fixed income instruments are subject to prepayment risk and/or default risk.

Private placement securities are securities that are not registered under the federal securities laws, and are generally eligible for sale only to certain eligible investors. Private placements may be illiquid, and thus more difficult to sell, because there may be relatively few potential purchasers for such investments, and the sale of such investments may also be restricted under securities laws.

The Fund may use leverage. While the use of leverage may help increase the distribution and return potential of the Fund, it also increases the volatility of the Fund’s net asset value (NAV), and potentially increases volatility of its distributions and market price. There are costs associated with the use of leverage, including ongoing dividend and/or interest expenses. There also may be expenses for issuing or administering leverage. Leverage changes the Fund’s capital structure through the issuance of preferred shares and/or debt, both of which are senior to the common shares in priority of claims. If short-term interest rates rise, the cost of leverage will increase and likely will reduce returns earned by the Fund’s common stockholders.

This material has been distributed for informational purposes only and should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. No part of this material may be reproduced in any form, or referred to in any other publication, without express written permission.

Tucker Hewes

Hewes Communications, Inc.

[email protected]

212-207-9451

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

Verra Mobility Reports Second Quarter 2021 Financial Results

Announces $100 Million Share Repurchase Program

PR Newswire

MESA, Ariz., Aug. 9, 2021 /PRNewswire/ —

  • Net income for the second quarter of 2021 was $4.0 million, or $0.02 per share
  • Reports second quarter revenue of $128.7 million; total year-to-date revenue of $218.5 million
  • Generated cash flows from operations of $37.5 million
  • Collected $28.1 million in the second quarter of 2021 against the outstanding City of New York Department of Transportation receivable
  • Provides full year 2021 guidance; expects stronger growth in second half of 2021

Verra Mobility (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, announced today the financial results for the three and six months ended June 30, 2021.

“We delivered second-quarter revenue of $128.7 million as a surge in leisure travel led to solid growth and profitability across both business segments,” stated David Roberts, Chief Executive Officer of Verra Mobility. “This stellar performance was led by our Commercial Services segment, which grew triple digits year-over-year and 41% sequentially as robust demand for rental cars remained strong in our key tolling markets. Our Government Solutions segment continues to benefit from the NYC school zone speed camera program. In addition, traffic patterns improved throughout the quarter as local agencies reactivated their red-light and speed enforcement programs, resulting in nearly 41% year-over-year growth in our service revenue. On a consolidated basis, strong flow-through in both business segments led to triple-digit year-over-year adjusted EBITDA growth with margins improving to approximately 53%. Overall, we are very pleased with our performance for the first half of 2021. Given the improving business metrics and favorable travel trends, we are reintroducing guidance to reflect a much stronger second half of 2021.”

Second Quarter 2021 Financial Highlights

  • Revenue: Total revenue for the second quarter of 2021 was $128.7 million, an increase of 61% compared to $79.8 million for the second quarter of 2020. The increase was attributable to service revenue resulting from improved travel demand that positively impacted the rental car industry in our Commercial Services segment, and growth in both speed and red-light programs in our Government Solutions segment.
  • Net income (loss): Net income for the second quarter of 2021 was $4.0 million, or $0.02 per share based on 166.0 million diluted weighted average shares outstanding. Net loss for the comparable 2020 period was $(23.7) million, or $(0.15) per share, based on 161.7 million diluted weighted average shares outstanding.
  • Adjusted Earnings Per Share (EPS): Adjusted EPS for the second quarter of 2021 was $0.10 per share compared to $0.07 per share for the second quarter of 2020.
  • Adjusted EBITDA: Adjusted EBITDA was $68.6 million for the second quarter of 2021, compared to $27.6 million for the same period last year. Adjusted EBITDA margin was 53% of total revenue for 2021 and 35% for 2020.

The Company reports its results of operations based on two operating segments:

  • Commercial Services delivers market-leading automated toll and violations management and title and registration solutions to rental car companies, fleet management companies, and other large fleet owners.
  • Government Solutions delivers market-leading automated safety solutions to municipalities, school districts and government agencies, including services and technology that enable photo enforcement related to speed, red-light, school bus, and city bus lane management.

Second Quarter 2021 Segment Detail

  • The Commercial Services segment generated total revenue of $66.5 million, a 144% increase compared to $27.3 million in the same period in 2020. Segment profit was $42.7 million, a 494% increase from $7.2 million in the prior year. The significant increases in revenue and profit resulted from improved travel demand that positively impacted the rental car industry. The segment profit margin was 64% for 2021 and 26% for the same period in 2020.
  • The Government Solutions segment generated total revenue of $62.2 million, an 18% increase compared to $52.5 million in the same period in 2020. The increase was due to growth in both speed and red-light programs which was partially offset by a decrease in product sales due to a single customer’s buying patterns variability year over year. The segment profit was $25.5 million, a 25% increase from $20.3 million in the prior year. The segment profit margin was 41% for 2021 and 39% for 2020.

First Half of 2021 Financial Highlights

  • Revenue: Total revenue for the first half of 2021 was $218.5 million, an increase of 11% compared to $196.5 million for the first half of 2020. The increase was attributable to service revenue resulting from improved travel demand that positively impacted the rental car industry in our Commercial Services segment, and growth in both speed and red-light programs in our Government Solutions segment.
  • Net loss: Net loss for the first half of 2021 was $4.9 million, or $0.03 per share, based on 162.3 million diluted weighted average shares outstanding. Net loss for the comparable 2020 period was $1.6 million, or $0.01 per share, based on 161.3 million diluted weighted average shares outstanding.
  • Adjusted EBITDA: Adjusted EBITDA was $108.9 million for the first half of 2021, compared to $82.5 million in the first half of 2020. Adjusted EBITDA margin was 50% of total revenue for the first half of 2021 and 42% for 2020.

Liquidity: As of June 30, 2021, cash and cash equivalents were $147.3 million and we generated $37.5 million in cash flows from operations for 2021. As of June 30, 2021, we had total debt of $1.0 billion, net of cash on hand, our net debt was $854.5 million, and a $57.0 million availability to borrow on the revolver that is undrawn.

Restatement of Previously Reported Financial Information

We restated our consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018, including interim periods within the fiscal years 2020 and 2019. This was based on recent guidance by the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2021 regarding the accounting for warrants issued by special purpose acquisition companies (“SPACs”). As a result, this press release includes restated information for the affected prior periods which should be read in conjunction with the restated information in our Annual Report on Form 10-K/A filed with the SEC on May 17, 2021. The new accounting treatment for warrants impacts net loss in prior periods but has no impact on revenue, Adjusted EBITDA, or total cash flows.

Redflex Acquisition: On June 17, 2021, we completed the previously announced acquisition of Redflex Holdings Limited, a public company limited by shares, incorporated in Australia and listed on the Australian Securities Exchange (“Redflex”). Redflex is a provider of intelligent traffic management products and services that are sold and managed in the Asia Pacific, North America, United Kingdom, Europe, and Middle East regions. Redflex develops, manufactures, and operates a wide range of platform-based solutions, utilizing advanced sensor and image capture technologies that enable active management of state and local motorways.

Pursuant to the Scheme Implementation Agreement entered into by us and Redflex on January 21, 2021, as amended by the Deed of Amendment and Consent, dated April 30, 2021, we purchased one hundred percent of the outstanding equity of Redflex at A$0.96 per share at consideration of A$152.5 million, or approximately US$117.9 million.

Business Outlook:

Guidance provided by Verra Mobility is subject to change as a variety of factors can affect actual results. Those factors are identified in the safe harbor language at the end of this press release.

Verra Mobility has provided the following forward-looking non-GAAP financial measures: Adjusted EBITDA, Free Cash Flow, Adjusted Net Income and Adjusted EPS. The business metrics are defined below and the Company has provided reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures. In addition, the recent acquisition of Redflex includes preliminary allocations of the fair values of the assets acquired and liabilities assumed as of the acquisition date. Purchase price allocations are subject to change within the measurement period (up to one year from the acquisition date).

2021 Full Year Guidance:

  • Consolidated revenue, which includes contribution from Redflex is expected to be in the range of $510 million and $530 million, a year-over-year increase of 30% to 35% from 2020 full year revenue and 14% to 18% compared to 2019 full year revenue.
  • Consolidated Adjusted EBITDA, which includes contribution from Redflex is expected to be in the range of $240 to $245 million as compared to $181.8 million in 2020 and $241.4 million in 2019.

Conference Call Details

Date: August 09, 2021
Time: 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time)
U.S. and Canadian Callers Dial-in: (800) 263-0877
Outside of U.S. and Canada Dial-in: (646) 828-8143 with conference ID #4136050
Webcast Information: Available live in the “Investor Relations” section of the Company’s website at http://ir.verramobility.com.

An audio replay of the call will also be available until 11:59 p.m. Eastern Time on August 23, 2021, by dialing (844) 512-2921 for the U.S. or Canada and (412) 317-6671 for international callers and entering passcode #9932116. In addition, an archived webcast will be available in the “News & Events” section of the Investor Relations page of the Company’s website at http://ir.verramobility.com.

About Verra Mobility

Verra Mobility is committed to developing and using the latest in technology and data intelligence to help make transportation safer and easier. As a global company, Verra Mobility sits at the center of the mobility ecosystem – one that brings together vehicles, devices, information, and people to solve complex challenges faced by our customers and the constituencies they serve.

Verra Mobility serves the world’s largest commercial fleets and rental car companies to manage tolling transactions and violations for millions of vehicles. As a leading provider of connected systems, Verra Mobility processes millions of transactions each year through integration and connectivity with hundreds of tolling and issuing authorities. Verra Mobility also fosters the development of safe cities, partnering with law enforcement agencies, transportation departments and school districts mainly across North America operating thousands of red-light, speed, bus lane and school bus stop arm safety cameras. Arizona-based Verra Mobility operates in North America, Australia, Europe and Asia. For more information, visit www.verramobility.com.

Forward-Looking Statements

This press release contains forward-looking statements which address the Company’s expected future business and financial performance, and may contain words such as “goal,” “target,” “future,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “project,” “may,” “should,” “will” or similar expressions. Examples of forward-looking statements include, among others, statements regarding the benefits of the Company’s strategic acquisitions, changes in the market for our products and services, expected operating results, such as revenue growth, expansion plans and opportunities, and earnings guidance related to 2021 financial and operational metrics. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those currently anticipated. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the impact of payment delays related to the outstanding receivables with the City of New York Department of Transportation (“NYCDOT”) (2) the disruption to our business and results of operations as a result of the COVID-19 pandemic; (3) the impact of the COVID-19 pandemic on our revenues from key customers in the rental car industry and from photo enforcement programs; (4) customer concentration in our Commercial Services and Government Solutions segments; (5) decreases in the prevalence of automated photo enforcement or the use of tolling; (6) risks and uncertainties related to our government contracts, including but not limited to administrative hurdles, legislative changes, termination rights, audits and investigations; (7) decreased interest in outsourcing from our customers; (8) our ability to properly perform under our contracts and otherwise satisfy our customers; (9) our ability to compete in a highly competitive and rapidly evolving market; (10) our ability to keep up with technological developments and changing customer preferences; (11) the success of our new products and changes to existing products and services; (12) our ability to successfully integrate our recent or future acquisitions; (13) failures in or breaches of our networks or systems, including as a result of cyber-attacks; and (14) other risks and uncertainties indicated from time to time in documents filed or to be filed with the SEC by Verra Mobility. The forward-looking statements herein represent the judgment of the Company, as of the date of this release, and Verra Mobility disclaims any intent or obligation to update forward-looking statements. This press release should be read in conjunction with the information included in the Company’s other press releases, reports and other filings with the SEC. Understanding the information contained in these filings is important in order to fully understand the Company’s reported financial results and our business outlook for future periods.

Non-GAAP Financial Measures

In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company also discloses certain non-GAAP financial information in this press release. These financial measures are not recognized measures under GAAP and are not intended to be and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Net Income and Adjusted EPS are non-GAAP financial measures as defined by SEC rules. These non-GAAP financial measures may be determined or calculated differently by other companies. Reconciliations of these non-GAAP measurements to the most directly comparable GAAP financial measurements have been provided in the financial statement tables included in this press release, and investors are encouraged to review the reconciliations.


VERRA MOBILITY CORPORATION


CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


June
 
30,


2021


December
 
31,


2020



($ in thousands except per share data)


(As restated)


Assets

Current assets:

Cash and cash equivalents

$

147,346

$

120,259

Restricted cash

3,159

633

Accounts receivable (net of allowance for credit loss of $12.7 million and
$11.5 million at June 30, 2021 and December 31, 2020, respectively)

214,925

168,783

Unbilled receivables

23,871

14,045

Prepaid expenses and other current assets

32,255

24,317

Total current assets

421,556

328,037

Installation and service parts, net

10,186

7,944

Property and equipment, net

94,308

70,284

Operating lease assets

34,662

29,787

Intangible assets, net

340,637

342,139

Goodwill

641,517

586,435

Other non-current assets

16,325

2,699

Total assets

$

1,559,191

$

1,367,325


Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

47,403

$

34,509

Accrued liabilities

44,728

15,636

Payable to related party pursuant to tax receivable agreement, current portion

5,202

4,791

Current portion of long-term debt

9,410

9,104

Total current liabilities

106,743

64,040

Long-term debt, net of current portion

966,066

832,941

Operating lease liabilities, net of current portion

32,720

27,986

Payable to related party pursuant to tax receivable agreement, net of current portion

64,329

67,869

Private placement warrant liabilities

41,000

30,866

Asset retirement obligation

10,059

6,409

Deferred tax liabilities, net

20,790

21,148

Other long-term liabilities

1,059

494

Total liabilities

1,242,766

1,051,753

Commitments and contingencies

Stockholders’ equity

Preferred stock, $.0001 par value

Common stock, $.0001 par value

16

16

Common stock contingent consideration

36,575

36,575

Additional paid-in capital

379,235

373,620

Accumulated deficit

(99,773)

(94,850)

Accumulated other comprehensive income

372

211

Total stockholders’ equity

316,425

315,572

Total liabilities and stockholders’ equity

$

1,559,191

$

1,367,325

 


VERRA MOBILITY CORPORATION


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)


Three Months Ended June
 
30,


Six Months Ended June
 
30,


2021


2020


2021


2020



($ in thousands, except per share data)


(As restated)


(As restated)

Service revenue

$

116,426

$

62,815

$

206,189

$

162,312

Product sales

12,231

16,994

12,326

34,210


Total revenue

128,657

79,809

218,515

196,522

Cost of service revenue

1,332

1,013

2,212

2,232

Cost of product sales

6,144

9,060

6,171

17,750

Operating expenses

36,434

26,699

66,926

58,958

Selling, general and administrative expenses

26,229

20,821

54,672

46,707

Depreciation, amortization and (gain) loss on disposal of assets, net

27,012

29,166

55,277

58,412

Total costs and expenses

97,151

86,759

185,258

184,059


Income (loss) from operations

31,506

(6,950)

33,257

12,463

Interest expense, net

11,680

9,539

20,844

21,990

Change in fair value of private placement warrants

8,067

8,334

10,134

(7,133)

Tax receivable agreement liability adjustment

1,661

4,446

1,661

4,446

Loss on extinguishment of debt

5,334

Other income, net

(2,798)

(1,523)

(5,811)

(4,448)

Total other expenses

18,610

20,796

32,162

14,855

Income (loss) before income taxes

12,896

(27,746)

1,095

(2,392)

Income tax provision (benefit)

8,904

(4,024)

6,018

(810)


Net income (loss)

$

3,992

$

(23,722)

$

(4,923)

$

(1,582)


Other comprehensive income (loss):

Change in foreign currency translation adjustment

351

(508)

161

(3,875)

Total comprehensive income (loss)

$

4,343

$

(24,230)

$

(4,762)

$

(5,457)


Net income (loss) per share:

Basic

$

0.02

$

(0.15)

$

(0.03)

$

(0.01)

Diluted

$

0.02

$

(0.15)

$

(0.03)

$

(0.01)


Weighted average shares outstanding:

Basic

162,378

161,710

162,338

161,317

Diluted

166,028

161,710

162,338

161,317

 


VERRA MOBILITY CORPORATION


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


Six Months Ended June
 
30,


2021


2020



($ in thousands)


(As restated)


Cash Flows from Operating Activities:

Net loss

$

(4,923)

$

(1,582)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

55,227

58,409

Amortization of deferred financing costs and discounts

2,722

2,106

Change in fair value of private placement warrants

10,134

(7,133)

Tax receivable agreement liability adjustment

1,661

4,446

Loss on extinguishment of debt

5,334

Credit loss expense

3,863

10,723

Deferred income taxes

(825)

(2,496)

Stock-based compensation

6,481

6,039

Other

257

691

Changes in operating assets and liabilities:

Accounts receivable, net

(42,970)

(43,183)

Unbilled receivables

(2,098)

7,476

Prepaid expenses and other assets

(1,177)

7,979

Accounts payable and accrued liabilities

4,337

(17,863)

Other liabilities

(545)

(3,069)

Net cash provided by operating activities

37,478

22,543


Cash Flows from Investing Activities:

Acquisition of business, net of cash and restricted cash acquired

(107,004)

Purchases of installation and service parts and property and equipment

(8,257)

(14,301)

Cash proceeds from the sale of assets

159

49

Net cash used in investing activities

(115,102)

(14,252)


Cash Flows from Financing Activities:

Borrowings of long-term debt

996,750

Repayment of long-term debt

(881,281)

(24,227)

Payment of debt issuance costs

(6,507)

(922)

Payment of debt extinguishment costs

(1,066)

Proceeds from exercise of stock options

87

Payment of employee tax withholding related to RSUs vesting

(953)

(352)

Net cash provided by (used in) financing activities

107,030

(25,501)

Effect of exchange rate changes on cash and cash equivalents

207

(1,270)

Net increase (decrease) in cash, cash equivalents and restricted cash

29,613

(18,480)

Cash, cash equivalents and restricted cash – beginning of period

120,892

132,430

Cash, cash equivalents and restricted cash – end of period

$

150,505

$

113,950

 


VERRA MOBILITY CORPORATION


ADJUSTED EBITDA RECONCILIATION (Unaudited)


Three Months Ended June 30,


Six Months Ended June 30,


2021


2020


2021


2020



($ in thousands)


(As restated)


Net income (loss)

$

3,992

$

(23,722)

$

(4,923)

$

(1,582)

Interest expense, net

11,680

9,539

20,844

21,990

Income tax provision (benefit)

8,904

(4,024)

6,018

(810)

Depreciation and amortization

27,013

29,159

55,227

58,409


EBITDA

51,589

10,952

77,166

78,007

Transaction and other related expenses (i)

3,306

80

7,432

603

Transformation expenses

362

515

694

515

Change in fair value of private placement warrants (ii)

8,067

8,334

10,134

(7,133)

Tax receivable agreement liability adjustment (iii)

1,661

4,446

1,661

4,446

Loss on extinguishment of debt (iv)

5,334

Stock-based compensation (v)

3,573

3,271

6,481

6,039


Adjusted EBITDA

$

68,558

$

27,598

$

108,902

$

82,477

(i)

Transaction and other related expenses incurred in the three and six months ended June 30, 2021 primarily relate to costs for the acquisition of Redflex and certain costs for the debt offering of senior unsecured notes and refinancing the first lien term loan during the period. Transaction and other related expenses incurred in the six months ended June 30, 2020 primarily relate to costs associated with our Pagatelia acquisition and certain costs for refinancing our debt.

(ii)

This consists of adjustments to the private placement warrants liability from the remeasurement to fair value at the end of each reporting period.

(iii)

We recorded a $1.7 million charge for the three and six months ended June 30, 2021 and a $4.4 million charge for the three and six months ended June 30, 2020. The TRA liability adjustment in 2021 is arising from higher estimated state tax rates due to changes in statutory rates, whereas in 2020 it is arising from higher estimated state tax rates due to a change in apportionment.

(iv)

The loss on extinguishment of debt for the six months ended June 30, 2021 consists of a $4.0 million write-off of pre-existing deferred financing costs and $1.3 million of lender and third-party costs associated with the issuance of the new first lien term loan.

(v)

Stock-based compensation represents the non-cash charge related to the issuance of awards under the Verra Mobility Corporation 2018 Equity Incentive Plan.

 


FREE CASH FLOW (Unaudited)


Six Months Ended June 30,



($ in thousands)


2021


2020

Net cash provided by operating activities

$

37,478

$

22,543

Purchases of installation and service parts and property and equipment

(8,257)

(14,301)


Free cash flow

$

29,221

$

8,242


ADJUSTED EPS (Unaudited)


Three Months Ended June 30,


2021


2020


(In thousands, except per share data)


(As restated)


Net income (loss)

$

3,992

$

(23,722)

Amortization of intangibles

21,242

23,531

Transaction and other related expenses

3,306

80

Transformation expenses

362

515

Change in fair value of private placement warrants

8,067

8,334

Tax receivable agreement liability adjustment

1,661

4,446

Stock-based compensation

3,573

3,271

Total adjustments before income tax effect

38,211

40,177

Income tax effect on adjustments

(26,383)

(5,827)

Total adjustments after income tax effect

11,828

34,350


Adjusted Net Income

$

15,820

$

10,628


Adjusted EPS

$

0.10

$

0.07

Diluted weighted average shares outstanding

166,028

161,710

The Adjusted Net Income and Adjusted EPS for the six months ended June 30, 2021 and 2020 were not presented as they were not meaningful due to the disproportionate effective tax rate for the six months ended June 30, 2021.

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss) adjusted to exclude interest expense, net, income taxes, depreciation and amortization. Adjusted EBITDA further excludes certain non-cash expenses and other transactions that management believes are not indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA, as defined, exclude some but not all items that affect our cash flow from operating activities. As a result, they may not be comparable to similarly titled performance measures presented by other companies.

We use these metrics to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance. EBITDA and Adjusted EBITDA have certain limitations as analytical tools and should not be used as substitutes for net income (loss), cash flows from operations, or other consolidated income or cash flow data prepared in accordance with GAAP.

Free Cash Flow
We define Free Cash Flow as cash flow from operations less capital expenditures.

Adjusted Net Income
We define “Adjusted Net Income as net income (loss) adjusted to exclude amortization of intangibles and certain non-cash or non-recurring expenses.

Adjusted EPS
We define “Adjusted EPS” as Adjusted Net Income divided by the diluted weighted average shares for the period.


Investor Relations Contact

Sajid Daudi

Vice President, Investor Relations
480 596-4805
[email protected] 

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SOURCE Verra Mobility

Nutrien Reports Record Earnings and an Excellent Outlook

Nutrien Reports Record Earnings and an Excellent Outlook

SASKATOON, Saskatchewan–(BUSINESS WIRE)–
Nutrien Ltd. (TSX and NYSE: NTR) announced today its second quarter 2021 results, with net earnings of $1.1 billion($1.94 diluted earnings per share). Second-quarter adjusted net earnings1 were $2.08 per share and adjusted EBITDA1 was $2.2 billion.

“We delivered record earnings across our global business for the second quarter and first half of 2021 and expect the remainder of the year to contribute to a full year record. We showcased Nutrien’s unique competitive advantages, strong operating performance and the significant leverage to higher fertilizer prices as we focus on our purpose to help growers meet the ever-growing demand for increased food production in a sustainable manner,” commented Mayo Schmidt, Nutrien’s President and CEO. 

“The outlook for global crop and fertilizer markets continues to be very strong and we are positioned to benefit from our structural advantages and as a global leader in agriculture. We increased our full year 2021 adjusted EBITDA guidance1 by over $1.5 billion, supported in part by our quick actions to produce an additional one million tonnes of potash, illustrating the power of the Potash team’s unparalleled flexible, reliable, and low-cost six-mine network,” added Mr. Schmidt.

Highlights:

  • Nutrien generated record adjusted EBITDA of $3.0 billion and free cash flow1 of $1.9 billion in the first half of 2021. This represents an increase of 36 percent and 40 percent, respectively, compared to the first half of 2020 and 17 percent and 12 percent, respectively higher than the previous record for the company in the first half of 2019.
  • Nutrien raised full-year 2021 adjusted EBITDA and adjusted net earnings per share1 guidance to $6.0 to $6.4 billion and $4.60 to $5.10 per share, respectively. This reflects higher expected results across our business, as well as, the benefits of increasing our 2021 potash sales guidance by one million tonnes to address global demand in support of our grower customers around the world. By the fourth quarter of 2021, we expect to surge potash production to an annualized run-rate of approximately 17 million tonnes, due to our flexible mine network and the responsiveness of our dedicated employees.
  • Nutrien Ag Solutions (“Retail”) delivered record adjusted EBITDA in the second quarter and first half of 2021. First-half adjusted EBITDA increased 24 percent compared to the same period in 2020 as a result of double-digit growth in revenue and gross margin, higher gross margin percentage and adjusted EBITDA margins surpassing 11 percent. The increase was primarily due to organic growth supported by strong demand for grains and oilseeds, continued growth in our proprietary product sales, optimization and efficiency initiatives, as well as, the ongoing commitment of our approximately 3,600 crop advisors to serve our grower customers.
  • Sales through our digitally-enabled retail platform were approximately $1.6 billion in the first half of 2021, nearly double the sales compared to the same period in 2020 and exceeding the full year 2020 results of $1.2 billion in just six months. In the first half of 2021, we processed nearly half-a-million individual grower payments through the digital platform.
  • Potash adjusted EBITDA was 48 percent higher in the second quarter and 41 percent higher in the first half of 2021 compared to the same periods in 2020 due to higher net realized selling prices and sales volumes. We achieved record production and sales volumes of nearly 7 million tonnes in the first six months of 2021.
  • Nitrogen adjusted EBITDA was 45 percent higher in the second quarter and 38 percent higher in the first half of 2021 compared to the same periods in 2020 due to higher net realized selling prices. Phosphate adjusted EBITDA increased 45 percent in the second quarter and 70 percent in the first half of 2021 compared to the same periods in 2020 due to higher net realized selling prices.
  • Subsequent to the second quarter of 2021, Nutrien announced an agreement to purchase Terra Nova, a retail businesses in Brazil with EBITDA margins and acquisition multiples in line with similar transaction metrics for ag retail businesses acquired by Nutrien in the US. We also entered a collaboration agreement with EXMAR NV to jointly develop and build a low-carbon, ammonia-fueled vessel to further reduce maritime transportation emissions.

___________________

1 This financial measure including related guidance, if applicable, is a non-IFRS financial measure. See the “Non-IFRS Financial Measures” section for further information.

Management’s Discussion and Analysis

The following management’s discussion and analysis (“MD&A”) is the responsibility of management and is dated as of August 9, 2021. The Board of Directors (“Board”) of Nutrien carries out its responsibility for review of this disclosure principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews and, prior to its publication approves this disclosure pursuant to the authority delegated to it by the Board. The term “Nutrien” refers to Nutrien Ltd. and the terms “we”, “us”, “our”, “Nutrien” and “the Company” refer to Nutrien and, as applicable, Nutrien and its direct and indirect subsidiaries on a consolidated basis. Additional information relating to Nutrien (which, except as otherwise noted, is not incorporated by reference herein), including our 2020 Annual Report dated February 18, 2021, which includes our annual audited consolidated financial statements and MD&A, and our Annual Information Form, each for the year ended December 31, 2020, can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. No update is provided to the disclosure in our annual MD&A except for material information since the date of our annual MD&A. The Company is a foreign private issuer under the rules and regulations of the US Securities and Exchange Commission (“SEC”).

This MD&A is based on the Company’s unaudited interim condensed consolidated financial statements as at and for the three and six months ended June 30, 2021 (“interim financial statements”) based on International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” unless otherwise noted. This MD&A contains certain non-IFRS financial measures and forward-looking statements which are described in the “Non-IFRS Financial Measures” and the “Forward-Looking Statements” sections, respectively.

Market Outlook

Agriculture and Retail

  • Crop prices continue to be supported by strong global demand and less than expected supply, resulting in historically low global inventory and strong grower margins. We expect these market fundamentals to continue beyond this season and be supportive of crop prices and grower margins into 2022.
  • Growing conditions across North America vary with favorable crop conditions in the US South and East regions, and drought conditions in the Western US, US Northern Plains and Canadian Prairies. We expect this variability could impact regional crop protection and plant health product demand in the second half of 2021 as growers experiencing favorable conditions look to boost and protect yields, particularly given additional pest pressure in parts of the US this summer, while growers impacted by drought may reduce some applications. However, with the strong outlook for crop prices and assuming a normal window for fall application, we expect US fertilizer demand and post-harvest crop protection applications to be strong.
  • Brazil’s safrinha corn crop production estimates are significantly below initial market expectations due to both drought and frost. However, Brazilian crop prices remain at near-record highs and growers are expected to increase soybean and safrinha corn area when the next growing seasons begin. In Australia, precipitation has supported favorable soil moisture levels, leading to the largest seeded area for winter crops in the country’s history.

Crop Nutrient Markets

  • Global potash shipments are projected to reach a record 69 to 71 million tonnes in 2021 while inventory in key regions are expected to be historically low going into 2022. This is supported by strong potash consumption backed by favorable agricultural fundamentals, with further upside limited by global supply issues and most producers operating at peak rates.
  • We believe Latin America could reach new records for both potash consumption and imports in 2021, as applications for the last crop were strong and growers are proactively securing volumes for the upcoming season. In North America, increased crop area and normal application rates have supported historically high demand which we expect will continue in the fall.
  • Global nitrogen demand growth is expected to be approximately 3 percent in 2021 driven by strong agricultural fundamentals and a rebound in industrial demand. In addition, global supply is tight because of production outages and project delays, which together with higher global energy costs, have supported nitrogen prices.
  • Strong global urea prices and robust global import demand led Chinese urea exports to increase by over 40 percent during the first half of 2021 compared to depressed 2020 levels. However, as a result of high Chinese domestic prices and very strong demand, the Chinese government urged producers to prioritize the domestic market, which may limit China’s exports through the second half of 2021. Meanwhile, strong Indian urea demand, lower domestic production and tight inventories have resulted in regular tenders.
  • Global phosphate demand remains robust in most key markets, which in combination with higher raw material costs and limited growth in export supply has continued to support phosphate prices. While inventories in India are tight, poor import economics create uncertainty for import demand in the second half of 2021.

Financial Outlook and Guidance

Based on market factors detailed above, we are raising full-year 2021 adjusted EBITDA guidance to $6.0 to $6.4 billion from $4.4 to $4.9 billion and full-year 2021 adjusted net earnings guidance to $4.60 to $5.10 per share from $2.55 to $3.25 per share.

All guidance numbers, including those noted above are outlined in the tables below. Refer to page 57 of Nutrien’s 2020 Annual Report for related assumptions and sensitivities.

2021 Guidance Ranges 1

 

Low

 

 

 

High

 

Adjusted net earnings per share 2

$

4.60

 

 

$

5.10

 

Adjusted EBITDA (billions) 2

$

6.0

 

 

$

6.4

 

Retail Adjusted EBITDA (billions)

$

1.6

 

 

$

1.7

 

Potash Adjusted EBITDA (billions)

$

2.4

 

 

$

2.6

 

Nitrogen Adjusted EBITDA (billions)

$

1.85

 

 

$

2.05

 

Phosphate Adjusted EBITDA (millions)

$

400

 

 

$

500

 

Potash sales tonnes (millions) 3

 

13.5

 

 

 

13.9

 

Nitrogen sales tonnes (millions) 3

 

10.8

 

 

 

11.2

 

Depreciation and amortization (billions)

$

1.9

 

 

$

2.0

 

Effective tax rate on adjusted earnings

 

24

%

 

 

26

%

Sustaining capital expenditures (billions) 2

$

1.15

 

 

$

1.25

 

1 See the “Forward-Looking Statements” section.

 

2 See the “Non-IFRS Financial Measures” section.

 

3 Manufactured products only. Nitrogen excludes ESN® and Rainbow products.

 

Consolidated Results

 

Three Months Ended June 30

 

Six Months Ended June 30

(millions of US dollars)

2021

 

2020

 

% Change

 

2021

 

2020

 

% Change

Sales 1

9,763

 

8,431

 

16

 

14,421

 

12,629

 

14

Freight, transportation and distribution

222

 

237

 

(6)

 

433

 

449

 

(4)

Cost of goods sold

6,659

 

6,024

 

11

 

9,950

 

9,125

 

9

Gross margin 1

2,882

 

2,170

 

33

 

4,038

 

3,055

 

32

Expenses 1

1,263

 

1,031

 

23

 

2,141

 

1,834

 

17

Net earnings

1,113

 

765

 

45

 

1,246

 

730

 

71

Adjusted EBITDA 2

2,215

 

1,721

 

29

 

3,021

 

2,229

 

36

Cash provided by operating activities

1,966

 

1,756

 

12

 

1,814

 

1,230

 

47

Free cash flow (“FCF”) 2

1,413

 

1,173

 

20

 

1,889

 

1,354

 

40

FCF including changes in non-cash operating working capital 2

1,662

 

1,611

 

3

 

1,346

 

922

 

46

1 Certain immaterial figures have been reclassified for the three and six months ended June 30, 2020.

2 See the “Non-IFRS Financial Measures” section.

Net earnings and adjusted EBITDA increased significantly in the second quarter and first half of 2021 compared to the same periods in 2020 due to higher net realized selling prices, higher potash sales volumes and earnings growth in Nutrien Ag Solutions (“Retail”). Cash flow from operating activities increased in the second quarter and first half of 2021 compared to the same periods last year, which helped generate $1.9 billion in free cash flow in the first half of 2021, an increase of more than $0.5 billion compared to the amount generated in the same period in 2020. The COVID-19 pandemic had a limited impact on our results during the second quarter and first half of 2021.

Segment Results

Our discussion of segment results set out on the following pages is a comparison of the results for the three and six months ended June 30, 2021 to the results for the three and six months ended June 30, 2020, unless otherwise noted.

Nutrien Ag Solutions (“Retail”)

 

Three Months Ended June 30

(millions of US dollars, except

Dollars

 

Gross Margin

 

Gross Margin (%)

as otherwise noted)

2021

 

2020

 

% Change

 

2021

 

2020

 

% Change

 

2021

 

2020

Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crop nutrients

3,045

 

2,527

 

20

 

703

 

559

 

26

 

23

 

22

Crop protection products

2,666

 

2,436

 

9

 

587

 

547

 

7

 

22

 

22

Seed

1,216

 

1,141

 

7

 

237

 

219

 

8

 

19

 

19

Merchandise

268

 

253

 

6

 

45

 

45

 

 

17

 

18

Nutrien Financial 1

59

 

40

 

48

 

59

 

40

 

48

 

100

 

100

Services and other 1

335

 

400

 

(16)

 

279

 

250

 

12

 

83

 

63

Nutrien Financial elimination 2

(52)

 

(33)

 

58

 

(52)

 

(33)

 

58

 

100

 

100

 

7,537

 

6,764

 

11

 

1,858

 

1,627

 

14

 

25

 

24

Cost of goods sold

5,679

 

5,137

 

11

 

 

 

 

 

 

 

 

 

 

Gross margin

1,858

 

1,627

 

14

 

 

 

 

 

 

 

 

 

 

Expenses 1,3

938

 

826

 

14

 

 

 

 

 

 

 

 

 

 

Earnings before finance costs and taxes (“EBIT”)

920

 

801

 

15

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

169

 

163

 

4

 

 

 

 

 

 

 

 

 

 

EBITDA

1,089

 

964

 

13

 

 

 

 

 

 

 

 

 

 

Adjustments 4

8

 

 

n/m

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

1,097

 

964

 

14

 

 

 

 

 

 

 

 

 

 

1 Certain immaterial figures have been reclassified for the three months ended June 30, 2020.

2 Represents elimination for the interest and service fees charged by Nutrien Financial to Retail branches.

3 Includes selling expenses of $863 million (2020 – $764 million).

4 See Note 2 to the interim financial statements.

 

Six Months Ended June 30

(millions of US dollars, except

Dollars

 

Gross Margin

 

Gross Margin (%)

as otherwise noted)

2021

 

2020

 

% Change

 

2021

 

2020

 

% Change

 

2021

 

2020

Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crop nutrients

4,061

 

3,312

 

23

 

923

 

715

 

29

 

23

 

22

Crop protection products

3,751

 

3,446

 

9

 

763

 

704

 

8

 

20

 

20

Seed

1,679

 

1,535

 

9

 

306

 

278

 

10

 

18

 

18

Merchandise

498

 

469

 

6

 

83

 

79

 

5

 

17

 

17

Nutrien Financial 1

84

 

56

 

50

 

84

 

56

 

50

 

100

 

100

Services and other 1

508

 

655

 

(22)

 

423

 

384

 

10

 

83

 

59

Nutrien Financial elimination

(72)

 

(48)

 

50

 

(72)

 

(48)

 

50

 

100

 

100

 

10,509

 

9,425

 

12

 

2,510

 

2,168

 

16

 

24

 

23

Cost of goods sold

7,999

 

7,257

 

10

 

 

 

 

 

 

 

 

 

 

Gross margin

2,510

 

2,168

 

16

 

 

 

 

 

 

 

 

 

 

Expenses 1,2

1,659

 

1,515

 

10

 

 

 

 

 

 

 

 

 

 

EBIT

851

 

653

 

30

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

346

 

318

 

9

 

 

 

 

 

 

 

 

 

 

EBITDA

1,197

 

971

 

23

 

 

 

 

 

 

 

 

 

 

Adjustments 3

9

 

 

n/m

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

1,206

 

971

 

24

 

 

 

 

 

 

 

 

 

 

1 Certain immaterial figures have been reclassified for the six months ended June 30, 2020.

2 Includes selling expenses of $1,530 million (2020 – $1,399 million).

3 See Note 2 to the interim financial statements.

  • Adjusted EBITDA increased in the second quarter and first half of 2021 due to higher sales, gross margin and gross margin percentages. This was supported by expanded planted acreage and strong agricultural market fundamentals in all regions in which we operate, as well as, supply chain improvements and strategic procurement. Our Retail cash operating coverage ratio1 for the first half of 2021 declined to 60 percent.
  • Crop nutrients sales increased significantly in the second quarter and first half of 2021 supported by higher prices and record North American and International first half sales volumes. Gross margin benefited from stronger margin per tonne due in part to strategic procurement in a rising price environment.
  • Crop protection products sales increased in the second quarter and first half of 2021 due to market growth and favorable application conditions throughout most of the US. Gross margin percentages were stable as strategic procurement and strong proprietary product results more than offset higher costs for certain products caused by global supply chain issues.
  • Seed sales increased in the second quarter and first half of 2021, supported by higher seeded acreage in key regions where we operate and strong agriculture fundamentals. Gross margin percentage was stable in the second quarter and first half of 2021.
  • Merchandise sales increased in the second quarter and first half of 2021 primarily driven by growth in the Australian market due to higher animal health and management sales related to strong livestock prices. Gross margin was similar in both periods despite the shift in product mix.
  • Nutrien Financial sales increased in the second quarter and first half of 2021 due to higher utilization and adoption of our programs.
  • Services and other sales decreased due to the divestiture of an Australian livestock export business in the fourth quarter of 2020, which more than offset higher US custom application sales. Despite the change in revenue mix, the impact to gross margin percentage was favorable for both the second quarter and first half of 2021.

___________________

1 This financial measure is a non-IFRS financial measure. See the “Non-IFRS Financial Measures” section for further information.

Potash

 

Three Months Ended June 30

(millions of US dollars, except

Dollars

 

Tonnes (thousands)

 

Average per Tonne

as otherwise noted)

2021

 

2020

% Change

 

2021

 

2020

% Change

 

2021

 

2020

% Change

Manufactured product

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

326

 

232

 

41

 

1,172

 

1,201

 

(2)

 

278

 

194

 

43

Offshore

491

 

356

 

38

 

2,449

 

2,414

 

1

 

200

 

147

 

36

 

817

 

588

 

39

 

3,621

 

3,615

 

 

226

 

163

 

39

Cost of goods sold

317

 

310

 

2

 

 

 

 

 

 

 

88

 

86

 

2

Gross margin – total

500

 

278

 

80

 

 

 

 

 

 

 

138

 

77

 

79

Expenses 1

123

 

52

 

137

 

Depreciation and amortization

 

32

 

30

 

7

EBIT

377

 

226

 

67

 

Gross margin excluding depreciation

 

 

 

 

 

Depreciation and amortization

116

 

109

 

6

 

and amortization – manufactured 2

170

 

107

 

59

EBITDA

493

 

335

 

47

 

Potash cash cost of product

 

 

 

 

 

 

Adjustments 3

2

 

 

n/m

 

manufactured 2

 

59

 

52

 

13

Adjusted EBITDA

495

 

335

 

48

 

 

 

 

 

 

 

 

 

 

 

 

1 Includes provincial mining taxes of $107 million (2020 – $46 million).

2 See the “Non-IFRS Financial Measures” section.

3 See Note 2 to the interim financial statements.

 

Six Months Ended June 30

(millions of US dollars, except

Dollars

 

Tonnes (thousands)

 

Average per Tonne

as otherwise noted)

2021

 

2020

% Change

 

2021

 

2020

% Change

 

2021

 

2020

% Change

Manufactured product

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

658

 

457

 

44

 

2,642

 

2,348

 

13

 

249

 

195

 

28

Offshore

770

 

648

 

19

 

4,136

 

4,144

 

 

186

 

156

 

19

 

1,428

 

1,105

 

29

 

6,778

 

6,492

 

4

 

211

 

170

 

24

Cost of goods sold

608

 

575

 

6

 

 

 

 

 

 

 

90

 

88

 

2

Gross margin – total

820

 

530

 

55

 

 

 

 

 

 

 

121

 

82

 

48

Expenses 1

187

 

115

 

63

 

Depreciation and amortization

 

35

 

32

 

9

EBIT

633

 

415

 

53

 

Gross margin excluding depreciation

 

 

 

 

 

Depreciation and amortization

240

 

205

 

17

 

and amortization – manufactured

156

 

114

 

37

EBITDA

873

 

620

 

41

 

Potash cash cost of product

 

 

 

 

 

 

Adjustments 2

2

 

 

n/m

 

manufactured

 

58

 

56

 

4

Adjusted EBITDA

875

 

620

 

41

 

 

 

 

 

 

 

 

 

 

 

 

1 Includes provincial mining taxes of $165 million (2020 – $103 million).

2 See Note 2 to the interim financial statements.

  • Adjusted EBITDA increased in the second quarter and first half of 2021 due to higher net realized selling prices and record sales volumes.
  • Sales volumes were the highest of any second quarter or first half on record. Demand was strong in both North America and Offshore markets, supported by high crop prices and good affordability, allowing us to leverage our structurally advantaged, flexible, low-cost network of six mines and integrated transportation and logistics system.
  • Net realized selling price increased in the second quarter and first half of 2021 due to strong global demand and very tight supply.
  • Cost of goods sold per tonne in the second quarter and first half of 2021 was slightly higher compared to the same periods in 2020, primarily due to the stronger Canadian dollar and mine production mix. These factors also led to a higher potash cash cost of product manufactured per tonne in the second quarter and first half of 2021.

Canpotex Sales by Market

(percentage of sales volumes, except as

Three Months Ended June 30

 

Six Months Ended June 30

otherwise noted)

2021

2020

Change

 

2021

2020

Change

Other Asian markets 1

41

26

15

 

39

28

11

Latin America

35

36

(1)

 

33

31

2

China

11

19

(8)

 

12

22

(10)

Other markets

10

7

3

 

11

7

4

India

3

12

(9)

 

5

12

(7)

 

100

100

 

 

100

100

 

1 All Asian markets except China and India.

 

 

 

 

 

 

 

Nitrogen

 

Three Months Ended June 30

(millions of US dollars, except

Dollars

 

Tonnes (thousands)

 

Average per Tonne

as otherwise noted)

2021

 

2020

% Change

 

2021

 

2020

% Change

 

2021

 

2020

% Change

Manufactured product

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ammonia

346

 

229

 

51

 

836

 

935

 

(11)

 

416

 

244

 

70

Urea

346

 

273

 

27

 

819

 

1,000

 

(18)

 

421

 

273

 

54

Solutions, nitrates and sulfates

290

 

194

 

49

 

1,311

 

1,255

 

4

 

221

 

154

 

44

 

982

 

696

 

41

 

2,966

 

3,190

 

(7)

 

331

 

218

 

52

Cost of goods sold

597

 

508

 

18

 

 

 

 

 

 

 

201

 

159

 

26

Gross margin – manufactured

385

 

188

 

105

 

 

 

 

 

 

 

130

 

59

 

120

Gross margin – other 1

31

 

20

 

55

 

Depreciation and amortization

 

52

 

54

 

(4)

Gross margin – total

416

 

208

 

100

 

Gross margin excluding depreciation

 

 

 

 

 

Expenses (income)

17

 

(3)

 

n/m

 

and amortization – manufactured

182

 

113

 

61

EBIT

399

 

211

 

89

 

Ammonia controllable cash cost of

 

 

 

 

 

 

Depreciation and amortization

155

 

172

 

(10)

 

product manufactured 2

 

51

 

40

 

28

EBITDA

554

 

383

 

45

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments 3

1

 

 

n/m

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

555

 

383

 

45

 

 

 

 

 

 

 

 

 

 

 

 

1 Includes other nitrogen (including ESN® and Rainbow) and purchased products and is comprised of net sales of $197 million (2020 – $157 million) less cost of goods sold of $166 million (2020 – $137 million).

2 See the “Non-IFRS Financial Measures” section.

3 See Note 2 to the interim financial statements.

 

Six Months Ended June 30

(millions of US dollars, except

Dollars

 

Tonnes (thousands)

 

Average per Tonne

as otherwise noted)

2021

 

2020

% Change

 

2021

 

2020

% Change

 

2021

 

2020

% Change

Manufactured product

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ammonia

506

 

359

 

41

 

1,408

 

1,502

 

(6)

 

360

 

239

 

51

Urea

595

 

510

 

17

 

1,576

 

1,856

 

(15)

 

377

 

275

 

37

Solutions, nitrates and sulfates

454

 

357

 

27

 

2,385

 

2,360

 

1

 

190

 

151

 

26

 

1,555

 

1,226

 

27

 

5,369

 

5,718

 

(6)

 

290

 

214

 

36

Cost of goods sold

1,037

 

952

 

9

 

 

 

 

 

 

 

194

 

166

 

17

Gross margin – manufactured

518

 

274

 

89

 

 

 

 

 

 

 

96

 

48

 

100

Gross margin – other 1

48

 

31

 

55

 

Depreciation and amortization

 

53

 

56

 

(5)

Gross margin – total

566

 

305

 

86

 

Gross margin excluding depreciation

 

 

 

 

 

Expenses

 

8

 

(100)

 

and amortization – manufactured

149

 

104

 

43

EBIT

566

 

297

 

91

 

Ammonia controllable cash cost of

 

 

 

 

 

 

Depreciation and amortization

284

 

322

 

(12)

 

product manufactured

 

51

 

43

 

19

EBITDA

850

 

619

 

37

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments 2

5

 

 

n/m

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

855

 

619

 

38

 

 

 

 

 

 

 

 

 

 

 

 

1 Includes other nitrogen (including ESN® and Rainbow) and purchased products and is comprised of net sales of $384 million (2020 – $305 million) less cost of goods sold of $336 million (2020 – $274 million).

2 See Note 2 to the interim financial statements.

  • Adjusted EBITDA increased in the second quarter and first half of 2021 due to higher net realized selling prices which more than offset higher natural gas costs, lower equity earnings and lower sales volumes.
  • Sales volumes were lower in the second quarter and first half of 2021 due to higher turnaround activities, temporary production outages and lower inventories at the beginning of 2021. Our ammonia operating rate was 87 percent and 92 percent respectively in the second quarter and first half of 2021.
  • Net realized selling price of nitrogen in the second quarter and first half of 2021 was higher due to higher benchmark prices resulting from the strength in global agriculture markets and a recovery in industrial nitrogen demand.
  • Cost of goods sold per tonne increased during the second quarter and first half of 2021 due to higher natural gas costs, a stronger Canadian dollar and lower nitrogen production. The stronger Canadian dollar combined with lower production volumes led to a higher ammonia controllable cash cost of product manufactured per tonne in the second quarter and first half of 2021.

Natural Gas Prices in Cost of Production

 

Three Months Ended June 30

 

Six Months Ended June 30

(US dollars per MMBtu, except as otherwise noted)

2021

 

2020

 

% Change

 

2021

 

2020

 

% Change

Overall gas cost excluding realized derivative impact

3.86

 

2.09

 

85

 

3.51

 

2.16

 

63

Realized derivative impact

0.03

 

0.06

 

(50)

 

0.03

 

0.06

 

(50)

Overall gas cost

3.89

 

2.15

 

81

 

3.54

 

2.22

 

59

 

 

 

 

 

 

 

 

 

 

 

 

Average NYMEX

2.83

 

1.72

 

65

 

2.76

 

1.83

 

51

Average AECO

2.32

 

1.37

 

69

 

2.31

 

1.50

 

54

  • Natural gas pricesin our cost of production increased in the second quarter and first half of 2021 as a result of higher North American gas index prices and increased gas costs in Trinidad, which are linked to ammonia benchmark prices.

Phosphate

 

Three Months Ended June 30

(millions of US dollars, except

Dollars

 

Tonnes (thousands)

 

Average per Tonne

as otherwise noted)

2021

 

2020

% Change

 

2021

 

2020

% Change

 

2021

 

2020

% Change

Manufactured product

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fertilizer

232

 

146

 

59

 

394

 

472

 

(17)

 

588

 

309

 

90

Industrial and feed

119

 

104

 

14

 

192

 

194

 

(1)

 

621

 

538

 

15

 

351

 

250

 

40

 

586

 

666

 

(12)

 

598

 

375

 

59

Cost of goods sold

271

 

224

 

21

 

 

 

 

 

 

 

463

 

335

 

38

Gross margin – manufactured

80

 

26

 

208

 

 

 

 

 

 

 

135

 

40

 

238

Gross margin – other 1

4

 

2

 

100

 

Depreciation and amortization

 

60

 

84

 

(29)

Gross margin – total

84

 

28

 

200

 

Gross margin excluding depreciation

 

 

 

 

 

Expenses

7

 

7

 

 

and amortization – manufactured

195

 

124

 

57

EBIT

77

 

21

 

267

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

35

 

56

 

(38)

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA / Adjusted EBITDA

112

 

77

 

45

 

 

 

 

 

 

 

 

 

 

 

 

1 Includes other phosphate and purchased products and is comprised of net sales of $52 million (2020 – $27 million) less cost of goods sold of $48 million (2020 – $25 million).

 

Six Months Ended June 30

(millions of US dollars, except

Dollars

 

Tonnes (thousands)

 

Average per Tonne

as otherwise noted)

2021

 

2020

% Change

 

2021

 

2020

% Change

 

2021

 

2020

% Change

Manufactured product

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fertilizer

462

 

319

 

45

 

903

 

1,040

 

(13)

 

511

 

307

 

66

Industrial and feed

233

 

210

 

11

 

385

 

385

 

 

605

 

546

 

11

 

695

 

529

 

31

 

1,288

 

1,425

 

(10)

 

539

 

372

 

45

Cost of goods sold

553

 

511

 

8

 

 

 

 

 

 

 

429

 

359

 

19

Gross margin – manufactured

142

 

18

 

689

 

 

 

 

 

 

 

110

 

13

 

746

Gross margin – other 1

8

 

3

 

167

 

Depreciation and amortization

 

57

 

84

 

(32)

Gross margin – total

150

 

21

 

614

 

Gross margin excluding depreciation

 

 

 

 

 

Expenses

14

 

17

 

(18)

 

and amortization – manufactured

167

 

97

 

72

EBIT

136

 

4

 

n/m

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

73

 

119

 

(39)

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA / Adjusted EBITDA

209

 

123

 

70

 

 

 

 

 

 

 

 

 

 

 

 

1 Includes other phosphate and purchased products and is comprised of net sales of $93 million (2020 – $61 million) less cost of goods sold of $85 million (2020 – $58 million).

  • Adjusted EBITDA increased in the second quarter and first half of 2021 due to higher net realized selling prices which more than offset higher raw material costs and lower sales volumes.
  • Sales volumes were lower in the second quarter and first half of 2021 due to the timing of turnaround activity this year and higher inventory tonnes in 2020 which supported higher sales in the second quarter and first half of 2020.
  • Net realized selling price of phosphate fertilizer increased in the second quarter and first half of 2021 as a result of the increase in benchmark fertilizer prices resulting from the strength in global agriculture markets and higher global raw material costs. Industrial and feed prices also increased, but to a lesser extent than fertilizer, due to a lag in price realizations relative to spot prices.
  • Cost of goods sold per tonne increased due to significantly higher raw material input costs and a $46 million favorable change in estimate related to an asset retirement obligation recorded in the second quarter of 2020. This was partially offset by lower depreciation and amortization following the non-cash impairment of assets in the third quarter of 2020.

Corporate and Others

(millions of US dollars, except as otherwise

Three Months Ended June 30

 

Six Months Ended June 30

noted)

2021

 

2020

 

% Change

 

2021

 

2020

 

% Change

Sales 1

 

20

 

(100)

 

 

47

 

(100)

Cost of goods sold

 

18

 

(100)

 

 

43

 

(100)

Gross margin

 

2

 

(100)

 

 

4

 

(100)

Selling expenses

(9)

 

(8)

 

13

 

(15)

 

(13)

 

15

General and administrative expenses

66

 

65

 

2

 

124

 

125

 

(1)

Share-based compensation expense (recovery)

38

 

12

 

217

 

61

 

(20)

 

n/m

Other expenses

83

 

80

 

4

 

111

 

87

 

28

EBIT

(178)

 

(147)

 

21

 

(281)

 

(175)

 

61

Depreciation and amortization

10

 

17

 

(41)

 

22

 

26

 

(15)

EBITDA

(168)

 

(130)

 

29

 

(259)

 

(149)

 

74

Adjustments 2

100

 

65

 

54

 

143

 

18

 

694

Adjusted EBITDA

(68)

 

(65)

 

5

 

(116)

 

(131)

 

(11)

1 Primarily relates to our non-core Canadian business that was sold in 2020.

2 See Note 2 to the interim financial statements.

  • Share-based compensation expense(recovery) – In the second quarter of 2021, the expense was higher as a result of the increase in our share price. We also had a higher number of share-based awards that vested in 2021.

    We had an expense in the first half of 2021 due to an increase in our share price, while a recovery was recorded in the first half of 2020 as our share price decreased as a result of market volatility caused by the COVID-19 pandemic.

  • Other expenses were higher in the second quarter and first half of 2021 compared to the same periods in 2020 as we recognized additional cloud computing related expenses from our change in accounting policy (refer to Note 3). This was partially offset by lower foreign exchange losses as Canadian and Australian dollars improved relative to the US dollar in the second quarter of 2021.

Finance Costs, Income Tax Expense and

Other Comprehensive Income (Loss)

(millions of US dollars, except as otherwise

Three Months Ended June 30

 

Six Months Ended June 30

noted)

2021

 

2020

 

% Change

 

2021

 

2020

 

% Change

Finance costs

125

 

139

 

(10)

 

245

 

272

 

(10)

Income tax expense

381

 

235

 

62

 

406

 

219

 

85

Other comprehensive income (loss)

61

 

201

 

(70)

 

85

 

(157)

 

n/m

  • Finance costs in the second quarter and first half of 2021 were lower due to lower interest rates and a lower short-term debt balance, more than offsetting a higher long-term debt balance resulting from the $1.5 billion in notes issued in the second quarter of 2020.
  • Income tax expense in the second quarter and first half of 2021 was higher as a result of higher earnings before income taxes compared to the same periods in 2020.
  • Other comprehensive income (loss) is primarily driven by changes in the currency translation of our foreign operations and our investment in Sinofert Holdings Ltd. (“Sinofert”). In 2020, the COVID-19 pandemic resulted in increased market volatility that affected share prices and foreign exchange rates. This resulted in fair value losses on our investment in Sinofert as well as a significant translation gain in the second quarter of 2020 and a significant translation loss in the first quarter of 2020. In the first half of 2021, Sinofert share price increased while the Canadian and Australian dollars relative to the US dollar were less volatile.

Liquidity and Capital Resources

Sources and Uses of Liquidity

We continued to manage our capital in accordance with our capital allocation strategy. We believe that our internally generated cash flow, supplemented by available borrowings under our existing financing sources, if necessary, will be sufficient to meet our anticipated capital expenditures and other cash requirements for the foreseeable future. Refer to the “Capital Structure and Management” section for details on our existing long-term debt and credit facilities.

Sources and Uses of Cash

(millions of US dollars, except as otherwise

Three Months Ended June 30

 

Six Months Ended June 30

noted)

2021

 

2020

 

% Change

 

2021

 

2020

 

% Change

Cash provided by operating activities

1,966

 

1,756

 

12

 

1,814

 

1,230

 

47

Cash used in investing activities

(431)

 

(408)

 

6

 

(819)

 

(853)

 

(4)

Cash (used in) provided by financing activities

(449)

 

(3,139)

 

(86)

 

(640)

 

380

 

n/m

Effect of exchange rate changes on cash and cash equivalents

(4)

 

24

 

n/m

 

(15)

 

(13)

 

15

Increase (decrease) in cash and cash equivalents

1,082

 

(1,767)

 

n/m

 

340

 

744

 

(54)

Cash provided by

operating activities

  • Higher cash provided by operating activities in the second quarter and first half of 2021 compared to the same periods in 2020 was primarily due to strong global crop and fertilizer markets, which resulted in higher earnings, combined with improvements to working capital management, the most significant of which was an increase in payables and accrued charges related to a shift in timing of supplier payments.

Cash used in

investing activities

  • Higher cash used in investing activities in the second quarter was primarily due to higher additions to our property, plant and equipment from higher turnaround activities compared to the same period in 2020.
  • Lower cash used in investing activities for the first half of 2021 was primarily due to lower acquisitions compared to the same period in 2020.

Cash (used in)

provided by

financing activities

  • Lower cash used in financing activities for the second quarter of 2021 compared to the second quarter of 2020 was due to minimal debt repayments in 2021. In 2020, as we managed our liquidity needs during the initial period of the COVID-19 pandemic, we repaid $4.3 billion of short-term debt and issued $1.5 billion of notes.
  • Cash used in financing activities for the first half of 2021 compared to cash provided by financing activities in the first half of 2020 was primarily due to the issuance of $1.5 billion of notes and a note repayment of $500 million in the first half of 2020. We did not issue or repay notes in the first half of 2021.

Financial Condition Review

The following balance sheet categories contained variances that were considered significant:

 

As at

 

 

 

 

(millions of US dollars, except as otherwise noted)

June 30, 2021

 

December 31, 2020

 

$ Change

 

% Change

Assets

 

 

 

 

 

 

 

Cash and cash equivalents

1,794

 

1,454

 

340

 

23

Receivables

6,683

 

3,626

 

3,057

 

84

Prepaid expenses and other current assets

524

 

1,460

 

(936)

 

(64)

Other assets

664

 

914

 

(250)

 

(27)

Liabilities and Equity

 

 

 

 

 

 

 

Payables and accrued charges

9,367

 

8,058

 

1,309

 

16

Retained earnings

7,315

 

6,606

 

709

 

11

  • Explanations for changes in Cash and cash equivalents are in the “Sources and Uses of Cash” section.
  • Receivables increased due to higher sales across all of our segments. This was a result of increased crop nutrient net realized selling prices and demand for crop inputs, as well as higher Retail vendor rebates receivables. Certain income tax receivables previously classified as non-current are currently realizable within one year.
  • Prepaid expenses and other current assets decreased due to Retail taking delivery of prepaid inventory (primarily seed and crop protection) during the spring planting and application seasons.
  • Other assets decreased due to a reclassification of certain income tax receivables as current receivables, which will be realized within one year.
  • Payables and accrued charges increased due to a shift in timing of supplier payments and higher inventory purchases to meet strong seasonal demand, which were partially offset by lower customer prepayments in North America as Retail customers took delivery of prepaid sales.
  • Retained earnings increased as net earnings in the first half of 2021 exceeded dividends declared.

Capital Structure and Management

Principal Debt Instruments

As part of the normal course of business, we closely monitor our liquidity position. We use a combination of cash generated from operations and short-term and long-term debt to finance our operations. We were in compliance with our debt covenants and did not have any changes to our credit ratings in the six months ended June 30, 2021.

 

As at June 30, 2021

 

 

 

Outstanding and Committed

(millions of US dollars)

Rate of Interest (%)

Total Facility Limit

Short-term debt

Long-term debt

Credit facilities

 

 

 

 

Unsecured revolving term credit facility

n/a

4,500

Uncommitted revolving demand facility

n/a

500

Other credit facilities 1

0.9 – 7.5

630

115

73

Other

n/a

 

95

Total

 

 

210

73

1 Other credit facilities are unsecured and consist of South American facilities with debt of $167 million and interest rates ranging from 1.5 percent to 7.5 percent and other facilities with debt of $21 million and interest rates ranging from 0.9 percent to 4.1 percent.

We also have a commercial paper program, which is limited to the availability of backup funds under the $4,500 million unsecured revolving term credit facility and excess cash invested in highly liquid securities. There is no outstanding balance as of June 30, 2021.

We extended the maturity date of the unsecured revolving term credit facility from 2023 to 2026 in the three months ended June 30, 2021. There was no change to the total facility limit or the significant agreement terms from those we disclosed in our 2020 Annual Report.

Our long-term debt consists primarily of notes. See the “Capital Structure and Management” section of our 2020 Annual Report for information on balances, rates and maturities for our notes.

Outstanding Share Data

 

As at August 6, 2021

Common shares

570,688,867

Options to purchase common shares

9,877,776

For more information on our capital structure and management, see Note 24 to our 2020 financial statements.

Quarterly Results

(millions of US dollars, except as otherwise noted)

Q2 2021

Q1 2021

Q4 2020

Q3 2020

Q2 2020

Q1 2020

Q4 2019

Q3 2019

Sales 1

9,763

 

4,658

 

4,052

 

4,227

 

8,431

 

4,198

 

3,462

 

4,185

Net earnings (loss) attributable to equity holders of Nutrien

1,108

 

127

 

316

 

(587)

 

765

 

(35)

 

(48)

 

141

Adjusted EBITDA

2,215

 

806

 

768

 

670

 

1,721

 

508

 

664

 

787

Net earnings (loss) per share attributable to equity holders of Nutrien

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

1.94

 

0.22

 

0.55

 

(1.03)

 

1.34

 

(0.06)

 

(0.08)

 

0.25

Diluted

1.94

 

0.22

 

0.55

 

(1.03)

 

1.34

 

(0.06)

 

(0.08)

 

0.24

1 Certain immaterial figures have been reclassified in the first three quarters of 2020.

Seasonality in our business results from increased demand for products during the planting season. Crop input sales are generally higher in the spring and fall application seasons. Crop nutrient inventories are normally accumulated leading up to each application season. Our cash collections generally occur after the application season is complete, while customer prepayments made to us are concentrated in December and January and inventory prepayments paid to our suppliers are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.

In the third quarter of 2020, earnings were impacted by an $824 million non-cash impairment of assets primarily in the Phosphate segment as a result of lower forecasted global phosphate prices. In the fourth quarter of 2020, earnings were impacted by a $250 million net gain on disposal of our investment in Misr Fertilizers Production Company S.A.E. (“MOPCO”).

Critical Accounting Estimates

Our significant accounting policies are disclosed in our 2020 Annual Report. We have discussed the development, selection and application of our key accounting policies, and the critical accounting estimates and assumptions they involve, with the audit committee of the Board. Our critical accounting estimates are discussed on page 53 of our 2020 Annual Report. There were no significant changes in the six months ended June 30, 2021 to our critical accounting estimates.

Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, and National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with IFRS. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

There has been no change in our internal control over financial reporting during the three months ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Forward-Looking Statements

Certain statements and other information included in this document, including within the “Financial Outlook and Guidance” section, constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws (such statements are often accompanied by words such as “anticipate”, “forecast”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). All statements in this document, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to: Nutrien’s business strategies, plans, prospects and opportunities; Nutrien’s full-year guidance, including expectations regarding our adjusted net earnings per share and adjusted EBITDA (consolidated and by segment); expectations regarding our growth and capital allocation intentions and strategies; capital spending expectations for 2021; expectations regarding performance of our operating segments in 2021, including our operating segment market outlooks and market conditions for 2021, and the anticipated supply and demand for our products and services, expected market and industry conditions with respect to crop nutrient application rates, planted acres, crop mix, prices and the impact of import and export volumes; Nutrien’s ability to develop innovative and sustainable solutions; the negotiation of sales contracts; and acquisitions and divestitures. These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such forward-looking statements. As such, undue reliance should not be placed on these forward-looking statements.

All of the forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions referred to below and elsewhere in this document. Although we believe that these assumptions are reasonable, having regard to our experience and our perception of historical trends, this list is not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place an undue reliance on these assumptions and such forward-looking statements. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty. The additional key assumptions that have been made include, among other things, assumptions with respect to our ability to successfully complete, integrate and realize the anticipated benefits of our already completed and future acquisitions and divestitures, and that we will be able to implement our standards, controls, procedures and policies in respect of any acquired businesses and to realize the expected synergies; that future business, regulatory and industry conditions will be within the parameters expected by us, including with respect to prices, margins, demand, supply, product availability, supplier agreements, availability and cost of labor and interest, exchange and effective tax rates; assumptions with respect to global economic conditions and the accuracy of our market outlook expectations for 2021 and in the future; our expectations regarding the impacts, direct and indirect, of the COVID-19 pandemic on our business, customers, business partners, employees, supply chain, other stakeholders and the overall economy; the adequacy of our cash generated from operations and our ability to access our credit facilities or capital markets for additional sources of financing; our ability to identify suitable candidates for acquisitions and divestitures and negotiate acceptable terms; our ability to maintain investment grade ratings and achieve our performance targets; our ability to successfully negotiate sales contracts; and our ability to successfully implement new initiatives and programs.

Events or circumstances that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: general global economic, market and business conditions; failure to complete announced and future acquisitions or divestitures at all or on the expected terms and within the expected timeline; climate change and weather conditions, including impacts from regional flooding and/or drought conditions; crop planted acreage, yield and prices; the supply and demand and price levels for our products; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy (including tariffs, trade restrictions and climate change initiatives), government ownership requirements, changes in environmental, tax and other laws or regulations and the interpretation thereof; political risks, including civil unrest, actions by armed groups or conflict and malicious acts including terrorism; the occurrence of a major environmental or safety incident; innovation and cybersecurity risks related to our systems, including our costs of addressing or mitigating such risks; counterparty and sovereign risk; delays in completion of turnarounds at our major facilities; interruptions of or constraints in availability of key inputs, including natural gas and sulfur; any significant impairment of the carrying amount of certain assets; risks related to reputational loss; certain complications that may arise in our mining processes; the ability to attract, engage and retain skilled employees and strikes or other forms of work stoppages; the COVID-19 pandemic, including variants of the COVID-19 virus and the efficiency and distribution of vaccines, and its resulting effects on economic conditions, restrictions imposed by public health authorities or governments, fiscal and monetary responses by governments and financial institutions and disruptions to global supply chains; and other risk factors detailed from time to time in Nutrien reports filed with the Canadian securities regulators and the SEC in the United States.

The purpose of our expected adjusted net earnings per share, adjusted EBITDA (consolidated and by segment) and sustaining capital expenditures guidance ranges, are to assist readers in understanding our expected and targeted financial results, and this information may not be appropriate for other purposes.

The forward-looking statements in this document are made as of the date hereof and Nutrien disclaims any intention or obligation to update or revise any forward-looking statements in this document as a result of new information or future events, except as may be required under applicable Canadian securities legislation or applicable US federal securities laws.

Terms and Definitions

For the definitions of certain financial and non-financial terms used in this document, as well as a list of abbreviated company names and sources, see the “Terms and Definitions” section of our 2020 Annual Report. All references to per share amounts pertain to diluted net earnings (loss) per share, “n/m” indicates information that is not meaningful and all financial amounts are stated in millions of US dollars, unless otherwise noted.

About Nutrien

Nutrien is the world’s largest provider of crop inputs and services, playing a critical role in helping growers increase food production in a sustainable manner. We produce and distribute approximately 27 million tonnes of potash, nitrogen and phosphate products world-wide. With this capability and our leading agriculture retail network, we are well positioned to supply the needs of our customers. We operate with a long-term view and are committed to working with our stakeholders as we address our economic, environmental and social priorities. The scale and diversity of our integrated portfolio provides a stable earnings base, multiple avenues for growth and the opportunity to return capital to shareholders.

Selected financial data for download can be found in our data tool at www.nutrien.com/investors/interactive-datatool

Such data is not incorporated by reference herein.

Nutrien will host a Conference Call on Tuesday, August 10, 2021 at 10:00 am Eastern Time.

Appendix A – Selected Additional Financial Data

Selected Retail measures

Three Months Ended June 30

 

Six Months Ended June 30

 

2021

 

2020

 

2021

 

2020

Proprietary products margin as a percentage of product line margin (%)

 

 

 

 

 

 

 

Crop nutrients

24

 

24

 

23

 

26

Crop protection products

43

 

42

 

42

 

42

Seed

46

 

47

 

43

 

44

All products

29

 

29

 

27

 

28

Crop nutrients sales volumes (tonnes – thousands)

 

 

 

 

 

 

 

North America

5,020

 

5,098

 

6,617

 

6,524

International

1,132

 

1,024

 

1,935

 

1,623

Total

6,152

 

6,122

 

8,552

 

8,147

Crop nutrients selling price per tonne

 

 

 

 

 

 

 

North America

506

 

427

 

494

 

425

International

445

 

340

 

408

 

332

Total

495

 

413

 

475

 

406

Crop nutrients gross margin per tonne

 

 

 

 

 

 

 

North America

127

 

101

 

123

 

100

International

57

 

42

 

54

 

40

Total

114

 

91

 

108

 

88

 

 

 

 

 

 

 

 

Financial performance measures

 

 

 

 

 

 

2021

Retail adjusted EBITDA to sales (“Retail adjusted EBITDA margin”) (%) 1

 

 

 

10

Retail adjusted average working capital to sales (%) 1, 2

 

 

 

12

Retail adjusted average working capital to sales excluding Nutrien Financial (%) 1, 2

 

 

 

Retail cash operating coverage ratio (%) 1, 2

 

 

 

60

Retail normalized comparable store sales (%) 2

 

 

 

1

Retail adjusted EBITDA per US selling location (thousands of US dollars) 1, 2

 

 

 

1,267

Nutrien Financial net interest margin (%) 1, 2

 

 

 

6.2

1 Rolling four quarters ended June 30, 2021.

2 See the “Non-IFRS Financial Measures” section.

Nutrien Financial

As at June 30, 2021

(millions of US dollars)

Current

<31 days

past due

31-90 days

past due

>90 days

past due

Gross

Receivables

Allowance 1

Total

North America

2,530

152

56

48

2,786

(31)

2,755

International

230

12

14

63

319

(2)

317

Nutrien Financial receivables

2,760

164

70

111

3,105

(33)

3,072

1 Bad debt expense on the above receivables for the three months ended June 30, 2021 was $11 million (2020 – $12 million) in the Retail segment.

Selected Nitrogen measures

Three Months Ended June 30

 

Six Months Ended June 30

 

2021

 

2020

 

2021

 

2020

Sales volumes (tonnes – thousands)

 

 

 

 

 

 

 

Fertilizer

1,825

 

2,173

 

3,130

 

3,584

Industrial and feed

1,141

 

1,017

 

2,239

 

2,134

Net sales (millions of US dollars)

 

 

 

 

 

 

 

Fertilizer

638

 

510

 

970

 

828

Industrial and feed

344

 

186

 

585

 

398

Net selling price per tonne

 

 

 

 

 

 

 

Fertilizer

350

 

235

 

310

 

231

Industrial and feed

302

 

182

 

261

 

186

Production measures

Three Months Ended June 30

 

Six Months Ended June 30

 

2021

 

2020

 

2021

 

2020

Potash production (Product tonnes – thousands)

3,414

 

3,346

 

6,950

 

6,381

Potash shutdown weeks 1

4

 

22

 

4

 

34

Ammonia production – total 2

1,492

 

1,619

 

2,941

 

3,066

Ammonia production – adjusted 2, 3

954

 

1,067

 

2,007

 

2,058

Ammonia operating rate (%) 3

87

 

97

 

92

 

94

P2O5 production (P2O5 tonnes – thousands)

347

 

357

 

725

 

729

P2O5 operating rate (%)

82

 

84

 

86

 

86

1 Represents weeks of full production shutdown, excluding the impact of any periods of reduced operating rates and planned routine annual maintenance shutdowns and announced workforce reductions.

2 All figures are provided on a gross production basis in thousands of product tonnes.

3 Excludes Trinidad and Joffre.

 

Appendix B – Non-IFRS Financial Measures

We use both IFRS and certain non-IFRS financial measures to assess performance. Non-IFRS financial measures are numerical measures of a company’s historical or future financial performance, financial position or cash flow that are not specified, defined or determined under IFRS, and are not presented in our interim financial statements. Non-IFRS measures either exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure specified, defined or determined under IFRS. In evaluating these measures, investors should consider that the methodology applied in calculating such measures may differ among companies and analysts.

Management believes the non-IFRS financial measures provide transparent and useful supplemental information to help investors evaluate our financial performance, financial condition and liquidity using the same measures as management. These non-IFRS financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.

The following section outlines our non-IFRS financial measures, their definitions, and why management uses each measure. It includes reconciliations to the most directly comparable IFRS measures. Except as otherwise described herein, our non-IFRS financial measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable. As non-recurring or unusual items arise, we generally exclude these items in our calculation of the applicable non-IFRS financial measure.

Adjusted EBITDA (Consolidated)

Most directly comparable IFRS financial measure: Net earnings (loss).

Definition: Adjusted EBITDA is calculated as net earnings (loss) before finance costs, income taxes, depreciation and amortization, certain integration and restructuring related costs, share-based compensation, impairment of assets, certain foreign exchange gain/loss (net of related derivatives), COVID-19 related expenses, cloud computing transition adjustment, loss on disposal of business, and net gain on disposal of investment in MOPCO. COVID-19 related expenses primarily consist of increased cleaning and sanitization costs, the purchase of personal protective equipment, discretionary supplemental employee costs and costs related to construction delays from access limitations and other government restrictions. Cloud computing transition adjustment relates to cloud computing costs in prior years that no longer qualify for capitalization based on an agenda decision issued by the IFRS Interpretations Committee in April 2021. In 2021, we amended our calculation of adjusted EBITDA to adjust for the impact of restructuring and related costs and cloud computing transition adjustment. There were no similar expenses in the comparative period.

Why we use the measure and why it is useful to investors: It is not impacted by long-term investment and financing decisions, but rather focuses on the performance of our day-to-day operations. It provides a measure of our ability to service debt and to meet other payment obligations.

 

Three Months Ended June 30

 

Six Months Ended June 30

(millions of US dollars)

2021

 

2020

 

2021

 

2020

Net earnings

1,113

 

765

 

1,246

 

730

Finance costs

125

 

139

 

245

 

272

Income tax expense

381

 

235

 

406

 

219

Depreciation and amortization

485

 

517

 

965

 

990

EBITDA

2,104

 

1,656

 

2,862

 

2,211

Integration and restructuring related costs

29

 

18

 

39

 

28

Share-based compensation expense (recovery)

38

 

12

 

61

 

(20)

Impairment of assets

1

 

 

5

 

COVID-19 related expenses

9

 

17

 

18

 

19

Foreign exchange (gain) loss, net of related derivatives

(2)

 

18

 

 

(9)

Cloud computing transition adjustment

36

 

 

36

 

Adjusted EBITDA

2,215

 

1,721

 

3,021

 

2,229

Adjusted EBITDA (Consolidated), Adjusted Net Earnings Per Share and Sustaining Capital Expenditures Guidance

Adjusted EBITDA, adjusted net earnings per share and sustaining capital expenditures guidance are forward-looking non-IFRS financial measures. We do not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with IFRS due to unknown variables and the uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value that may be inherently difficult to determine, without unreasonable efforts. Guidance for adjusted EBITDA and adjusted net earnings per share excludes the impacts of integration and restructuring related costs, share-based compensation, certain foreign exchange gain/loss (net of related derivatives), COVID-19 related expenses, and cloud computing transition adjustment. Guidance for sustaining capital expenditures includes expected expenditures required to sustain operations at existing levels and includes major repairs and maintenance and plant turnarounds.

Adjusted Net Earnings and Adjusted Net Earnings Per Share

Most directly comparable IFRS financial measure: Net earnings (loss) and net earnings (loss) per share.

Definition: Net earnings (loss) before certain integration and restructuring related costs, share-based compensation, certain foreign exchange gain/loss (net of related derivatives), COVID-19 related expenses (including those recorded under finance costs for managing our liquidity position in response to the COVID-19 pandemic in 2020), cloud computing transition adjustment, loss on disposal of business, net gain on disposal of investment in MOPCO and impairment of assets, net of tax. We generally apply the annual forecasted effective tax rate to our adjustments during the year and, at year-end, we apply the actual effective tax rate. If the effective tax rate is significantly different from our forecasted effective tax rate due to adjustments or discrete tax impacts, we apply a tax rate that excludes those items. For material adjustments, we apply a tax rate specific to the adjustment. In 2021, we amended our calculation of adjusted net earnings to adjust for the impact of restructuring and related costs and cloud computing transition adjustment. There were no similar expenses in the comparative period.

Why we use the measure and why it is useful to investors: Focuses on the performance of our day-to-day operations excluding the effects of non-operating items.

 

Three Months Ended

June 30, 2021

 

Six Months Ended

June 30, 2021

 

 

 

 

 

Per

 

 

 

 

 

Per

(millions of US dollars, except as otherwise

Increases

 

 

 

Diluted

 

Increases

 

 

 

Diluted

noted)

(Decreases)

 

Post-Tax

 

Share

 

(Decreases)

 

Post-Tax

 

Share

Net earnings attributable to equity holders of Nutrien

 

 

1,108

 

1.94

 

 

 

1,235

 

2.16

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Integration and restructuring related costs

29

 

22

 

0.03

 

39

 

30

 

0.05

Share-based compensation expense

38

 

29

 

0.05

 

61

 

46

 

0.08

Impairment of assets

1

 

1

 

 

5

 

4

 

0.01

COVID-19 related expenses

9

 

7

 

0.01

 

18

 

14

 

0.02

Foreign exchange gain, net of related derivatives

(2)

 

(2)

 

 

 

 

Cloud computing transition adjustment

36

 

27

 

0.05

 

36

 

27

 

0.05

Adjusted net earnings

 

 

1,192

 

2.08

 

 

 

1,356

 

2.37

Free Cash Flow and Free Cash Flow Including Changes in Non-Cash Operating Working Capital

Most directly comparable IFRS financial measure: Cash from operations before working capital changes.

Definition: Cash from operations before working capital changes less sustaining capital expenditures. We also calculate a similar measure that includes changes in non-cash operating working capital.

Why we use the measure and why it is useful to investors: For evaluation of liquidity and financial strength. These are also useful as indicators of our ability to service debt, meet other payment obligations and make strategic investments. These do not represent residual cash flow available for discretionary expenditures.

 

Three Months Ended June 30

 

Six Months Ended June 30

(millions of US dollars)

2021

 

2020

 

2021

 

2020

Cash from operations before working capital changes

1,717

 

1,318

 

2,357

 

1,662

Sustaining capital expenditures

(304)

 

(145)

 

(468)

 

(308)

Free cash flow

1,413

 

1,173

 

1,889

 

1,354

Changes in non-cash operating working capital

249

 

438

 

(543)

 

(432)

Free cash flow including changes in non-cash operating working capital

1,662

 

1,611

 

1,346

 

922

Potash Cash Cost of Product Manufactured (“COPM”)

Most directly comparable IFRS financial measure: Cost of goods sold (“COGS”) for the Potash segment.

Definition: Potash COGS for the period excluding depreciation and amortization expense and inventory and other adjustments divided by the production tonnes for the period.

Why we use the measure and why it is useful to investors: To assess operational performance. Potash cash COPM excludes the effects of production from other periods and long-term investment decisions, supporting a focus on the performance of our day-to-day operations.

 

Three Months Ended June 30

 

Six Months Ended June 30

(millions of US dollars, except as otherwise noted)

2021

 

2020

 

2021

 

2020

Total COGS – Potash

317

 

310

 

608

 

575

Change in inventory

(11)

 

(40)

 

16

 

(32)

Other adjustments

(2)

 

(3)

 

(6)

 

(5)

COPM

304

 

267

 

618

 

538

Depreciation and amortization included in COPM

(103)

 

(92)

 

(214)

 

(181)

Cash COPM

201

 

175

 

404

 

357

Production tonnes (tonnes – thousands)

3,414

 

3,346

 

6,950

 

6,381

Potash cash COPM per tonne

59

 

52

 

58

 

56

Ammonia Controllable Cash COPM

Most directly comparable IFRS financial measure: COGS for the Nitrogen segment.

Definition: The total of COGS for the Nitrogen segment excluding depreciation and amortization expense included in COGS, cash COGS for products other than ammonia, other adjustments, and natural gas and steam costs, divided by net ammonia production tonnes.

Why we use the measure and why it is useful to investors: To assess operational performance. Ammonia controllable cash COPM excludes the effects of production from other periods, the costs of natural gas and steam, and long-term investment decisions, supporting a focus on the performance of our day-to-day operations.

 

Three Months Ended June 30

 

Six Months Ended June 30

(millions of US dollars, except as otherwise noted)

2021

 

2020

 

2021

 

2020

Total COGS – Nitrogen

763

 

645

 

1,373

 

1,226

Depreciation and amortization in COGS

(134)

 

(152)

 

(242)

 

(282)

Cash COGS for products other than ammonia

(448)

 

(369)

 

(841)

 

(730)

Ammonia

 

 

 

 

 

 

 

Total cash COGS before other adjustments

181

 

124

 

290

 

214

Other adjustments 1

(27)

 

(46)

 

(30)

 

(35)

Total cash COPM

154

 

78

 

260

 

179

Natural gas and steam costs

(118)

 

(53)

 

(192)

 

(119)

Controllable cash COPM

36

 

25

 

68

 

60

Production tonnes (net tonnes 2 – thousands)

703

 

644

 

1,305

 

1,388

Ammonia controllable cash COPM per tonne

51

 

40

 

51

 

43

1 Includes changes in inventory balances and other adjustments.

2 Ammonia tonnes available for sale, as not upgraded to other Nitrogen products.

Gross Margin Excluding Depreciation and Amortization Per Tonne – Manufactured

Most directly comparable IFRS financial measure: Gross margin.

Definition: Gross margin from manufactured products per tonne less depreciation and amortization per tonne. Reconciliations are provided in the “Segment Results” section.

Why we use the measure and why it is useful to investors: Focuses on the performance of our day-to-day operations, which excludes the effects of items that primarily reflect the impact of long-term investment and financing decisions.

Retail Adjusted Average Working Capital to Sales and Retail Adjusted Average Working Capital to Sales Excluding Nutrien Financial

Most directly comparable IFRS financial measure: (Current assets minus current liabilities for Retail) divided by Retail sales.

Definition: Retail adjusted average working capital divided by Retail adjusted sales for the last four rolling quarters. We exclude in our calculations the working capital and sales of certain acquisitions (such as Ruralco) during the first year following the acquisition. We amended our calculation to adjust for the sales of certain recently acquired businesses. We also look at this metric excluding the sales and working capital of Nutrien Financial.

Why we use the measure and why it is useful to investors: To evaluate operational efficiency. A lower or higher percentage represents increased or decreased efficiency, respectively. The metric excluding Nutrien Financial shows the impact that the working capital of Nutrien Financial has on the ratio.

 

Rolling four quarters ended June 30, 2021

(millions of US dollars, except as otherwise noted)

Q3 2020

 

Q4 2020

 

Q1 2021

 

Q2 2021

 

Average/Total

Working capital

3,216

 

1,157

 

1,630

 

1,348

 

 

Working capital from certain recent acquisitions

 

 

 

 

 

Adjusted working capital

3,216

 

1,157

 

1,630

 

1,348

 

1,838

Nutrien Financial working capital

(1,711)

 

(1,392)

 

(1,221)

 

(3,072)

 

 

Adjusted working capital excluding Nutrien Financial

1,505

 

(235)

 

409

 

(1,724)

 

(11)

 

 

 

 

 

 

 

 

 

 

Sales 1

2,742

 

2,618

 

2,972

 

7,537

 

 

Sales from certain recent acquisitions

 

 

 

 

 

Adjusted sales

2,742

 

2,618

 

2,972

 

7,537

 

15,869

Nutrien Financial revenue 1

(36)

 

(37)

 

(25)

 

(59)

 

 

Adjusted sales excluding Nutrien Financial

2,706

 

2,581

 

2,947

 

7,478

 

15,712

1 Certain immaterial figures have been reclassified for the third quarter of 2020.

 

 

 

 

 

 

 

 

 

 

Adjusted average working capital to sales (%)

 

 

 

 

 

 

 

 

12

Adjusted average working capital to sales excluding Nutrien Financial (%)

 

 

 

Nutrien Financial Net Interest Margin

Most directly comparable IFRS financial measure: Nutrien Financial gross margin divided by average Nutrien Financial receivables.

Definition: Nutrien Financial revenue less deemed interest expense divided by average Nutrien Financial receivables outstanding for the last four rolling quarters.

Why we use the measure and why it is useful to investors: Used by credit rating agencies and other users to evaluate financial performance of Nutrien Financial.

 

Rolling four quarters ended June 30, 2021

(millions of US dollars, except as otherwise noted)

Q3 2020

 

Q4 2020

 

Q1 2021

 

Q2 2021

 

Total/Average

Nutrien Financial revenue

36

 

37

 

25

 

59

 

 

Deemed interest expense 1

(15)

 

(14)

 

(6)

 

(8)

 

 

Net interest

21

 

23

 

19

 

51

 

114

 

 

 

 

 

 

 

 

 

 

Average Nutrien Financial receivables

1,711

 

1,392

 

1,221

 

3,072

 

1,849

Nutrien Financial net interest margin (%)

 

 

 

 

 

 

 

 

6.2

1 Average borrowing rate applied to the notional debt required to fund the portfolio of receivables from customers monitored and serviced by Nutrien Financial.

Retail Cash Operating Coverage Ratio

Most directly comparable IFRS financial measure: Retail operating expenses as a percentage of Retail gross margin.

Definition: Retail operating expenses, excluding depreciation and amortization expense, divided by Retail gross margin excluding depreciation and amortization expense in cost of goods sold, for the last four rolling quarters.

Why we use the measure and why it is useful to investors: To understand the costs and underlying economics of our Retail operations and to assess our Retail operating performance and ability to generate free cash flow.

 

Rolling four quarters ended June 30, 2021

(millions of US dollars, except as otherwise noted)

Q3 2020

 

Q4 2020

 

Q1 2021

 

Q2 2021

 

Total

Operating expenses 1, 2

691

 

768

 

721

 

938

 

3,118

Depreciation and amortization in operating expenses

(167)

 

(177)

 

(175)

 

(166)

 

(685)

Operating expenses excluding depreciation and amortization

524

 

591

 

546

 

772

 

2,433

 

 

 

 

 

 

 

 

 

 

Gross margin 2

683

 

885

 

652

 

1,858

 

4,078

Depreciation and amortization in cost of goods sold

3

 

3

 

2

 

3

 

11

Gross margin excluding depreciation and amortization

686

 

888

 

654

 

1,861

 

4,089

Cash operating coverage ratio (%)

 

 

 

 

 

 

 

 

60

1 Includes Retail expenses below gross margin including selling expenses, general and administrative expenses and other (income) expenses.

2 Certain immaterial figures have been reclassified for the third quarter of 2020.

Retail Adjusted EBITDA per US Selling Location

Most directly comparable IFRS financial measure: Retail US adjusted EBITDA.

Definition: Total Retail US adjusted EBITDA for the last four rolling quarters, adjusted for acquisitions in those quarters, divided by the number of US locations that have generated sales in the last four rolling quarters, adjusted for acquired locations.

Why we use the measure and why it is useful to investors: To assess our US Retail operating performance. This measure includes locations we have owned for more than 12 months.

 

Rolling four quarters ended June 30, 2021

(millions of US dollars, except as otherwise noted)

Q3 2020

 

Q4 2020

 

Q1 2021

 

Q2 2021

 

Total

Adjusted US EBITDA

86

 

177

 

29

 

847

 

1,139

Adjustments for acquisitions

 

 

 

 

 

 

 

 

(5)

Adjusted US EBITDA adjusted for acquisitions

 

 

 

 

 

 

 

 

1,134

Number of US selling locations adjusted for acquisitions

 

 

 

 

 

 

 

 

895

Adjusted EBITDA per US selling location (thousands of US dollars)

 

 

 

 

 

 

 

1,267

Retail Normalized Comparable Store Sales

Most directly comparable IFRS financial measure: Retail sales from comparable base as a component of total Retail sales.

Definition: Prior year comparable store sales adjusted for published potash, nitrogen and phosphate benchmark prices and foreign exchange rates used in the current year. We retain sales of closed locations in the comparable base if the closed location is in close proximity to an existing location, unless we plan to exit the market area or are unable to economically or logistically serve it. We do not adjust for temporary closures, expansions or renovations of stores.

Why we use the measure and why it is useful to investors: To evaluate sales growth by adjusting for fluctuations in commodity prices and foreign exchange rates. Includes locations we have owned for more than 12 months.

 

Six Months Ended June 30

(millions of US dollars, except as otherwise noted)

2021

 

2020

Sales from comparable base

 

 

 

Current period

10,405

 

8,602

Prior period 1

9,425

 

8,551

Comparable store sales (%)

10

 

1

Prior period normalized for benchmark prices and foreign exchange rates 1

10,351

 

8,104

Normalized comparable store sales (%)

1

 

6

1 Certain immaterial figures have been reclassified in 2020.

Condensed Consolidated Financial Statements

Unaudited in millions of US dollars except as otherwise noted

Condensed Consolidated Statements of Earnings

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30

 

June 30

 

Note

2021

 

2020

 

2021

 

2020

 

 

 

 

Note 1

 

 

 

Note 1

SALES

2

9,763

 

8,431

 

14,421

 

12,629

Freight, transportation and distribution

 

222

 

237

 

433

 

449

Cost of goods sold

 

6,659

 

6,024

 

9,950

 

9,125

GROSS MARGIN

 

2,882

 

2,170

 

4,038

 

3,055

Selling expenses

 

865

 

763

 

1,538

 

1,405

General and administrative expenses

 

116

 

101

 

219

 

205

Provincial mining taxes

 

107

 

48

 

165

 

105

Share-based compensation expense (recovery)

 

38

 

12

 

61

 

(20)

Other expenses

3

137

 

107

 

158

 

139

EARNINGS BEFORE FINANCE COSTS AND INCOME TAXES

1,619

 

1,139

 

1,897

 

1,221

Finance costs

 

125

 

139

 

245

 

272

EARNINGS BEFORE INCOME TAXES

 

1,494

 

1,000

 

1,652

 

949

Income tax expense

4

381

 

235

 

406

 

219

NET EARNINGS

 

1,113

 

765

 

1,246

 

730

Attributable to

 

 

 

 

 

 

 

 

Equity holders of Nutrien

 

1,108

 

765

 

1,235

 

730

Non-controlling interest

 

5

 

 

11

 

NET EARNINGS

 

1,113

 

765

 

1,246

 

730

 

 

 

 

 

 

 

 

 

NET EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF NUTRIEN (“EPS”)

Basic

 

1.94

 

1.34

 

2.17

 

1.28

Diluted

 

1.94

 

1.34

 

2.16

 

1.28

Weighted average shares outstanding for basic EPS

 

570,352,000

 

569,146,000

 

570,007,000

 

570,157,000

Weighted average shares outstanding for diluted EPS

 

571,972,000

 

569,146,000

 

571,453,000

 

570,157,000

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income

 

Three Months Ended

 

Six Months Ended

 

June 30

 

June 30

(Net of related income taxes)

2021

 

2020

 

2021

 

2020

NET EARNINGS

1,113

 

765

 

1,246

 

730

Other comprehensive income (loss)

 

 

 

 

 

 

 

Items that will not be reclassified to net earnings:

 

 

 

 

 

 

 

Net actuarial gain on defined benefit plans

 

 

 

3

Net fair value gain (loss) on investments

22

 

(2)

 

70

 

(21)

Items that have been or may be subsequently reclassified to

 

 

 

 

 

 

 

net earnings:

Gain (loss) on currency translation of foreign operations

25

 

194

 

(5)

 

(121)

Other

14

 

9

 

20

 

(18)

OTHER COMPREHENSIVE INCOME (LOSS)

61

 

201

 

85

 

(157)

COMPREHENSIVE INCOME

1,174

 

966

 

1,331

 

573

Attributable to

 

 

 

 

 

 

 

Equity holders of Nutrien

1,170

 

966

 

1,321

 

573

Non-controlling interest

4

 

 

10

 

COMPREHENSIVE INCOME

1,174

 

966

 

1,331

 

573

 

 

 

 

 

 

 

 

(See Notes to the Condensed Consolidated Financial Statements)

Condensed Consolidated Statements of Cash Flows

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30

 

June 30

 

Note

2021

 

2020

 

2021

 

2020

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net earnings

 

1,113

 

765

 

1,246

 

730

Adjustments for:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

485

 

517

 

965

 

990

Share-based compensation expense (recovery)

 

38

 

12

 

61

 

(20)

Impairment of assets

 

1

 

 

5

 

(Recovery of) provision for deferred income tax

 

(20)

 

84

 

(10)

 

62

Cloud computing transition adjustment

3

36

 

 

36

 

Other long-term assets, liabilities and miscellaneous

 

64

 

(60)

 

54

 

(100)

Cash from operations before working capital changes

 

1,717

 

1,318

 

2,357

 

1,662

Changes in non-cash operating working capital:

 

 

 

 

 

 

 

 

Receivables

 

(2,443)

 

(1,824)

 

(2,835)

 

(2,147)

Inventories

 

1,848

 

2,174

 

63

 

746

Prepaid expenses and other current assets

 

310

 

247

 

998

 

1,013

Payables and accrued charges

 

534

 

(159)

 

1,231

 

(44)

CASH PROVIDED BY OPERATING ACTIVITIES

 

1,966

 

1,756

 

1,814

 

1,230

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

(378)

 

(298)

 

(703)

 

(661)

Additions to intangible assets

 

(5)

 

(36)

 

(38)

 

(68)

Business acquisitions, net of cash acquired

 

(19)

 

(116)

 

(40)

 

(173)

Other

 

(29)

 

42

 

(38)

 

49

CASH USED IN INVESTING ACTIVITIES

 

(431)

 

(408)

 

(819)

 

(853)

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Transaction costs related to debt

 

(7)

 

(15)

 

(7)

 

(15)

(Repayment of) proceeds from short-term debt, net

 

(104)

 

(4,290)

 

(3)

 

204

Proceeds from long-term debt

 

8

 

1,500

 

8

 

1,506

Repayment of long-term debt

 

(5)

 

(6)

 

(5)

 

(507)

Repayment of principal portion of lease liabilities

 

(86)

 

(70)

 

(164)

 

(134)

Dividends paid to Nutrien’s shareholders

6

(263)

 

(258)

 

(518)

 

(514)

Repurchase of common shares

6

(1)

 

 

(2)

 

(160)

Issuance of common shares

 

21

 

 

63

 

Other

 

(12)

 

 

(12)

 

CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

 

(449)

 

(3,139)

 

(640)

 

380

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 

(4)

 

24

 

(15)

 

(13)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

1,082

 

(1,767)

 

340

 

744

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD

 

712

 

3,182

 

1,454

 

671

CASH AND CASH EQUIVALENTS – END OF PERIOD

 

1,794

 

1,415

 

1,794

 

1,415

Cash and cash equivalents comprised of:

 

 

 

 

 

 

 

 

Cash

 

1,580

 

1,106

 

1,580

 

1,106

Short-term investments

 

214

 

309

 

214

 

309

 

 

1,794

 

1,415

 

1,794

 

1,415

SUPPLEMENTAL CASH FLOWS INFORMATION

 

 

 

 

 

 

 

 

Interest paid

 

86

 

153

 

162

 

249

Income taxes paid

 

105

 

30

 

144

 

65

Total cash outflow for leases

 

111

 

96

 

208

 

188

 

 

 

 

 

 

 

 

 

(See Notes to the Condensed Consolidated Financial Statements) 

Condensed Consolidated Statements of Changes in Shareholders’ Equity

 

 

 

 

 

 

 

Accumulated Other Comprehensive (Loss) Income (“AOCI”)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial

 

Loss on

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

Net Fair Value

 

Gain on

 

Currency

 

 

 

 

 

 

 

Holders

 

Non-

 

 

 

Number of

 

 

 

 

 

(Loss) Gain

 

Defined

 

Translation

 

 

 

 

 

 

 

of

 

Controlling

 

 

 

Common

 

Share

Contributed

 

on

 

Benefit

 

of Foreign

 

 

 

Total

 

Retained

 

Nutrien

 

Interest

 

Total

 

Shares

 

Capital

 

Surplus

 

Investments

 

Plans 1

 

Operations

 

Other

 

AOCI

 

Earnings

 

(Note 1)

 

(Note 1)

 

Equity

BALANCE – DECEMBER 31, 2019

572,942,809

 

15,771

 

248

 

(29)

 

 

(204)

 

(18)

 

(251)

 

7,101

 

22,869

 

38

 

22,907

Net earnings

 

 

 

 

 

 

 

 

730

 

730

 

 

730

Other comprehensive (loss) income

 

 

 

(21)

 

3

 

(121)

 

(18)

 

(157)

 

 

(157)

 

 

(157)

Shares repurchased (Note 6)

(3,832,580)

 

(105)

 

(55)

 

 

 

 

 

 

 

(160)

 

 

(160)

Dividends declared

 

 

 

 

 

 

 

 

(514)

 

(514)

 

 

(514)

Effect of share-based

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation including

issuance of common shares

35,706

1

7

8

8

Transfer of net loss on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

cash flow hedges

11

11

11

11

Transfer of net actuarial gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

on defined benefit plans

(3)

(3)

3

BALANCE – JUNE 30, 2020

569,145,935

 

15,667

 

200

 

(50)

 

 

(325)

 

(25)

 

(400)

 

7,320

 

22,787

 

38

 

22,825

BALANCE – DECEMBER 31, 2020

569,260,406

 

15,673

 

205

 

(36)

 

 

(62)

 

(21)

 

(119)

 

6,606

 

22,365

 

38

 

22,403

Net earnings

 

 

 

 

 

 

 

 

1,235

 

1,235

 

11

 

1,246

Other comprehensive income (loss)

 

 

 

70

 

 

(4)

 

20

 

86

 

 

86

 

(1)

 

85

Shares repurchased (Note 6)

(32,728)

 

(1)

 

(1)

 

 

 

 

 

 

 

(2)

 

 

(2)

Dividends declared

 

 

 

 

 

 

 

 

(526)

 

(526)

 

 

(526)

Non-controlling interest transactions

 

 

 

 

 

 

 

 

 

 

(12)

 

(12)

Effect of share-based

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation including

issuance of common shares

74

(3)

71

71

Transfer of net gain on cash flow hedges

 

 

 

 

 

 

(11)

 

(11)

 

 

(11)

 

 

(11)

BALANCE – JUNE 30, 2021

569,227,678

 

15,746

 

201

 

34

 

 

(66)

 

(12)

 

(44)

 

7,315

 

23,218

 

36

 

23,254

1 Any amounts incurred during a period were transferred to retained earnings at each period-end. Therefore, no balance exists at the beginning or end of period.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(See Notes to the Condensed Consolidated Financial Statements)

Condensed Consolidated Balance Sheets

 

 

June 30

 

December 31

As at

Note

2021

 

2020

 

2020

 

 

 

 

Note 1

 

Note 1

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

1,794

 

1,415

 

1,454

Receivables

 

6,683

 

5,736

 

3,626

Inventories

 

4,876

 

4,199

 

4,930

Prepaid expenses and other current assets

 

524

 

420

 

1,460

 

 

13,877

 

11,770

 

11,470

Non-current assets

 

 

 

 

 

 

Property, plant and equipment

 

19,592

 

20,178

 

19,660

Goodwill

 

12,211

 

12,096

 

12,198

Other intangible assets

 

2,393

 

2,376

 

2,388

Investments

 

619

 

803

 

562

Other assets

 

664

 

578

 

914

TOTAL ASSETS

 

49,356

 

47,801

 

47,192

LIABILITIES

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Short-term debt

 

210

 

1,247

 

159

Current portion of long-term debt

 

32

 

 

14

Current portion of lease liabilities

 

276

 

228

 

249

Payables and accrued charges

 

9,367

 

7,306

 

8,058

 

 

9,885

 

8,781

 

8,480

Non-current liabilities

 

 

 

 

 

 

Long-term debt

 

10,029

 

10,032

 

10,047

Lease liabilities

 

900

 

841

 

891

Deferred income tax liabilities

4

3,118

 

3,212

 

3,149

Pension and other post-retirement benefit liabilities

 

458

 

435

 

454

Asset retirement obligations and accrued environmental costs

 

1,559

 

1,575

 

1,597

Other non-current liabilities

 

153

 

100

 

171

TOTAL LIABILITIES

 

26,102

 

24,976

 

24,789

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Share capital

6

15,746

 

15,667

 

15,673

Contributed surplus

 

201

 

200

 

205

Accumulated other comprehensive loss

 

(44)

 

(400)

 

(119)

Retained earnings

 

7,315

 

7,320

 

6,606

Equity holders of Nutrien

 

23,218

 

22,787

 

22,365

Non-controlling interest

 

36

 

38

 

38

TOTAL SHAREHOLDERS’ EQUITY

 

23,254

 

22,825

 

22,403

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

49,356

 

47,801

 

47,192

 

 

 

 

 

 

 

(See Notes to the Condensed Consolidated Financial Statements) 

Notes to the Condensed Consolidated Financial Statements

As at and for the Three and Six Months Ended June 30, 2021

NOTE 1 BASIS OF PRESENTATION

Nutrien Ltd. (collectively with its subsidiaries, known as “Nutrien”, “we”, “us”, “our” or “the Company”) is the world’s largest provider of crop inputs and services. Nutrien plays a critical role in helping growers around the globe increase food production in a sustainable manner.

These unaudited interim condensed consolidated financial statements (“interim financial statements”) are based on International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”. The accounting policies and methods of computation used in preparing these interim financial statements are consistent with those used in the preparation of our 2020 annual consolidated financial statements except as disclosed in Note 3. These interim financial statements include the accounts of Nutrien and its subsidiaries; however, they do not include all disclosures normally provided in annual consolidated financial statements and should be read in conjunction with our 2020 annual consolidated financial statements.

Certain immaterial 2020 figures have been reclassified in the condensed consolidated statements of earnings, condensed consolidated statements of changes in shareholders’ equity, condensed consolidated balance sheets and segment information.

In management’s opinion, the interim financial statements include all adjustments necessary to fairly present such information in all material respects. Interim results are not necessarily indicative of the results expected for any other interim period or the fiscal year.

We prepare our interim financial statements in accordance with IFRS, which requires us to make judgments, assumptions and estimates in applying accounting policies. We have assessed our accounting estimates and other matters that require the use of forecasted financial information for the impacts arising from the novel coronavirus (“COVID-19”) pandemic. The future assessment of these estimates, including expectations about the severity, duration and scope of the pandemic, could differ materially in future reporting periods. As a result of the COVID-19 pandemic, we incurred directly attributable and incremental COVID-19 related expenses in other expenses (Note 3).

These interim financial statements were authorized by the audit committee of the Board of Directors for issue on August 9, 2021.

NOTE 2 SEGMENT INFORMATION

The Company has four reportable operating segments: Nutrien Ag Solutions (“Retail”), Potash, Nitrogen and Phosphate. The Retail segment distributes crop nutrients, crop protection products, seed and merchandise, and it provides services directly to growers through a network of farm centers in North America, South America and Australia. The Potash, Nitrogen and Phosphate segments are differentiated by the chemical nutrient contained in the products that each produce.

 

 

Three Months Ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

Retail

 

Potash

 

Nitrogen

 

Phosphate

 

and Others

 

Eliminations

 

Consolidated

Sales

– third party

7,522

 

844

 

1,008

 

389

 

 

 

9,763

 

– intersegment

15

 

61

 

307

 

60

 

 

(443)

 

Sales

– total

7,537

 

905

 

1,315

 

449

 

 

(443)

 

9,763

Freight, transportation and distribution

 

88

 

136

 

46

 

 

(48)

 

222

Net sales

7,537

 

817

 

1,179

 

403

 

 

(395)

 

9,541

Cost of goods sold

5,679

 

317

 

763

 

319

 

 

(419)

 

6,659

Gross margin

1,858

 

500

 

416

 

84

 

 

24

 

2,882

Selling expenses

863

 

2

 

8

 

1

 

(9)

 

 

865

General and administrative expenses

41

 

3

 

3

 

3

 

66

 

 

116

Provincial mining taxes

 

107

 

 

 

 

 

107

Share-based compensation expense

 

 

 

 

38

 

 

38

Other expenses

34

 

11

 

6

 

3

 

83

 

 

137

Earnings (loss) before finance costs and

 

 

 

 

 

 

 

 

 

 

 

 

 

income taxes

920

377

399

77

(178)

24

1,619

Depreciation and amortization

169

 

116

 

155

 

35

 

10

 

 

485

EBITDA

1,089

 

493

 

554

 

112

 

(168)

 

24

 

2,104

Integration and restructuring related costs

7

 

 

 

 

22

 

 

29

Share-based compensation expense

 

 

 

 

38

 

 

38

Impairment of assets

 

 

1

 

 

 

 

1

COVID-19 related expenses

 

 

 

 

9

 

 

9

Foreign exchange gain, net of

 

 

 

 

 

 

 

 

 

 

 

 

 

related derivatives

(2)

(2)

Cloud computing transition adjustment

1

 

2

 

 

 

33

 

 

36

Adjusted EBITDA

1,097

 

495

 

555

 

112

 

(68)

 

24

 

2,215

Assets – at June 30, 2021

21,784

 

12,107

 

10,266

 

1,454

 

4,414

 

(669)

 

49,356

 

 

Three Months Ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

Retail

 

Potash

 

Nitrogen

 

Phosphate

 

and Others

 

Eliminations

 

Consolidated

Sales

– third party

6,754

 

617

 

755

 

285

 

20

 

 

8,431

 

– intersegment

10

 

64

 

246

 

49

 

 

(369)

 

Sales

– total

6,764

 

681

 

1,001

 

334

 

20

 

(369)

 

8,431

Freight, transportation and distribution

 

93

 

148

 

57

 

 

(61)

 

237

Net sales

6,764

 

588

 

853

 

277

 

20

 

(308)

 

8,194

Cost of goods sold

5,137

 

310

 

645

 

249

 

18

 

(335)

 

6,024

Gross margin

1,627

 

278

 

208

 

28

 

2

 

27

 

2,170

Selling expenses

764

 

1

 

5

 

1

 

(8)

 

 

763

General and administrative expenses

30

 

1

 

2

 

3

 

65

 

 

101

Provincial mining taxes

 

46

 

1

 

 

1

 

 

48

Share-based compensation expense

 

 

 

 

12

 

 

12

Other expenses (income)

32

 

4

 

(11)

 

3

 

79

 

 

107

Earnings (loss) before finance costs and

 

 

 

 

 

 

 

 

 

 

 

 

 

income taxes

801

226

211

21

(147)

27

1,139

Depreciation and amortization

163

 

109

 

172

 

56

 

17

 

 

517

EBITDA

964

 

335

 

383

 

77

 

(130)

 

27

 

1,656

Integration and restructuring related costs

 

 

 

 

18

 

 

18

Share-based compensation expense

 

 

 

 

12

 

 

12

COVID-19 related expenses

 

 

 

 

17

 

 

17

Foreign exchange loss, net of

 

 

 

 

 

 

 

 

 

 

 

 

 

related derivatives

18

18

Adjusted EBITDA

964

 

335

 

383

 

77

 

(65)

 

27

 

1,721

Assets – at December 31, 2020 ¹

20,526

 

11,707

 

10,077

 

1,388

 

3,917

 

(423)

 

47,192

1 In 2021, certain assets related to transportation, distribution and logistics were reclassified under Corporate and Others as these are centrally managed. Comparative figures have been restated to reflect this change. Depreciation expense related to these assets are allocated to the rest of the segments based on usage.

 

 

Six Months Ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

Retail

 

Potash

 

Nitrogen

 

Phosphate

 

and Others

 

Eliminations

 

Consolidated

Sales

– third party

10,482

 

1,475

 

1,703

 

761

 

 

 

14,421

 

– intersegment

27

 

151

 

467

 

132

 

 

(777)

 

Sales

– total

10,509

 

1,626

 

2,170

 

893

 

 

(777)

 

14,421

Freight, transportation and distribution

 

198

 

231

 

105

 

 

(101)

 

433

Net sales

10,509

 

1,428

 

1,939

 

788

 

 

(676)

 

13,988

Cost of goods sold

7,999

 

608

 

1,373

 

638

 

 

(668)

 

9,950

Gross margin

2,510

 

820

 

566

 

150

 

 

(8)

 

4,038

Selling expenses

1,530

 

5

 

15

 

3

 

(15)

 

 

1,538

General and administrative expenses

80

 

5

 

5

 

5

 

124

 

 

219

Provincial mining taxes

 

165

 

 

 

 

 

165

Share-based compensation expense

 

 

 

 

61

 

 

61

Other expenses (income)

49

 

12

 

(20)

 

6

 

111

 

 

158

Earnings (loss) before finance costs and

 

 

 

 

 

 

 

 

 

 

 

 

 

income taxes

851

633

566

136

(281)

(8)

1,897

Depreciation and amortization

346

 

240

 

284

 

73

 

22

 

 

965

EBITDA

1,197

 

873

 

850

 

209

 

(259)

 

(8)

 

2,862

Integration and restructuring related costs

8

 

 

 

 

31

 

 

39

Share-based compensation expense

 

 

 

 

61

 

 

61

Impairment of assets

 

 

5

 

 

 

 

5

COVID-19 related expenses

 

 

 

 

18

 

 

18

Cloud computing transition adjustment

1

 

2

 

 

 

33

 

 

36

Adjusted EBITDA

1,206

 

875

 

855

 

209

 

(116)

 

(8)

 

3,021

Assets – at June 30, 2021

21,784

 

12,107

 

10,266

 

1,454

 

4,414

 

(669)

 

49,356

 

 

Six Months Ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

Retail

 

Potash

 

Nitrogen

 

Phosphate

 

and Others

 

Eliminations

 

Consolidated

Sales

– third party

9,406

 

1,164

 

1,401

 

611

 

47

 

 

12,629

 

– intersegment

19

 

128

 

378

 

106

 

 

(631)

 

Sales

– total

9,425

 

1,292

 

1,779

 

717

 

47

 

(631)

 

12,629

Freight, transportation and distribution

 

187

 

248

 

127

 

 

(113)

 

449

Net sales

9,425

 

1,105

 

1,531

 

590

 

47

 

(518)

 

12,180

Cost of goods sold

7,257

 

575

 

1,226

 

569

 

43

 

(545)

 

9,125

Gross margin

2,168

 

530

 

305

 

21

 

4

 

27

 

3,055

Selling expenses

1,399

 

4

 

12

 

3

 

(13)

 

 

1,405

General and administrative expenses

68

 

3

 

4

 

5

 

125

 

 

205

Provincial mining taxes

 

103

 

1

 

 

1

 

 

105

Share-based compensation recovery

 

 

 

 

(20)

 

 

(20)

Other expenses (income)

48

 

5

 

(9)

 

9

 

86

 

 

139

Earnings (loss) before finance costs and

 

 

 

 

 

 

 

 

 

 

 

 

 

income taxes

653

415

297

4

(175)

27

1,221

Depreciation and amortization

318

 

205

 

322

 

119

 

26

 

 

990

EBITDA

971

 

620

 

619

 

123

 

(149)

 

27

 

2,211

Integration and restructuring related costs

 

 

 

 

28

 

 

28

Share-based compensation recovery

 

 

 

 

(20)

 

 

(20)

COVID-19 related expenses

 

 

 

 

19

 

 

19

Foreign exchange gain, net of

 

 

 

 

 

 

 

 

 

 

 

 

 

related derivatives

(9)

(9)

Adjusted EBITDA

971

 

620

 

619

 

123

 

(131)

 

27

 

2,229

Assets – at December 31, 2020

20,526

 

11,707

 

10,077

 

1,388

 

3,917

 

(423)

 

47,192

Presented below is revenue from contracts with customers disaggregated by product line or geographic location for each reportable segment.

 

Three Months Ended

 

Six Months Ended

 

June 30

 

June 30

 

2021

 

2020

 

2021

 

2020

Retail sales by product line

 

 

 

 

 

 

 

Crop nutrients

3,045

 

2,527

 

4,061

 

3,312

Crop protection products

2,666

 

2,436

 

3,751

 

3,446

Seed

1,216

 

1,141

 

1,679

 

1,535

Merchandise

268

 

253

 

498

 

469

Nutrien Financial

59

 

40

 

84

 

56

Services and other

335

 

400

 

508

 

655

Nutrien Financial elimination 1

(52)

 

(33)

 

(72)

 

(48)

 

7,537

 

6,764

 

10,509

 

9,425

Potash sales by geography

 

 

 

 

 

 

 

Manufactured product

 

 

 

 

 

 

 

North America

414

 

325

 

856

 

644

Offshore 2

491

 

356

 

770

 

648

 

905

 

681

 

1,626

 

1,292

Nitrogen sales by product line

 

 

 

 

 

 

 

Manufactured product

 

 

 

 

 

 

 

Ammonia

405

 

291

 

593

 

447

Urea

372

 

304

 

646

 

566

Solutions, nitrates and sulfates

329

 

233

 

526

 

429

Other nitrogen and purchased products

209

 

173

 

405

 

337

 

1,315

 

1,001

 

2,170

 

1,779

Phosphate sales by product line

 

 

 

 

 

 

 

Manufactured product

 

 

 

 

 

 

 

Fertilizer

258

 

185

 

530

 

406

Industrial and feed

133

 

117

 

259

 

237

Other phosphate and purchased products

58

 

32

 

104

 

74

 

449

 

334

 

893

 

717

1 Represents elimination for the interest and service fees charged by Nutrien Financial to Retail branches.

2 Relates to Canpotex Limited (“Canpotex”) (Note 8).

NOTE 3 OTHER (INCOME) EXPENSES

 

Three Months Ended

 

Six Months Ended

 

June 30

 

June 30

 

2021

 

2020

 

2021

 

2020

Integration and restructuring related costs

29

 

18

 

39

 

28

Foreign exchange loss (gain), net of related derivatives

1

 

18

 

3

 

(13)

Earnings of equity-accounted investees

(2)

 

(13)

 

(22)

 

(23)

Bad debt expense

13

 

21

 

15

 

27

COVID-19 related expenses

9

 

17

 

18

 

19

Impairment of assets

1

 

 

5

 

Cloud computing transition adjustment

36

 

 

36

 

Other expenses

50

 

46

 

64

 

101

 

137

 

107

 

158

 

139

In April 2021, the IFRS Interpretations Committee published a final agenda decision clarifying how to recognize certain configuration and customization expenditures related to cloud computing with retrospective application. Costs that do not meet the capitalization criteria should be expensed as incurred. We changed our accounting policy to align with the interpretation and previously capitalized costs that no longer qualify for capitalization were expensed in the current period since they were not material.

NOTE 4 INCOME TAXES

A separate estimated average annual effective income tax rate was determined for each taxing jurisdiction and applied individually to the interim period pre-tax earnings for each jurisdiction.

 

Three Months Ended

 

Six Months Ended

 

June 30

 

June 30

 

2021

 

2020

 

2021

 

2020

Income tax expense

381

 

235

 

406

 

219

Actual effective tax rate on earnings (%)

26

 

25

 

25

 

24

Actual effective tax rate including discrete items (%)

26

 

24

 

25

 

23

Discrete tax adjustments that impacted the tax rate

(3)

 

(13)

 

(3)

 

(11)

Income tax balances within the condensed consolidated balance sheets were comprised of the following:

Income Tax Assets and Liabilities

Balance Sheet Location

As at June 30, 2021

 

As at December 31, 2020

Income tax assets

 

 

 

 

Current

Receivables

346

 

83

Non-current

Other assets

89

 

305

Deferred income tax assets

Other assets

221

 

242

Total income tax assets

 

656

 

630

Income tax liabilities

 

 

 

 

Current

Payables and accrued charges

335

 

48

Non-current

Other non-current liabilities

49

 

40

Deferred income tax liabilities

Deferred income tax liabilities

3,118

 

3,149

Total income tax liabilities

 

3,502

 

3,237

NOTE 5 FINANCIAL INSTRUMENTS

Fair Value

Estimated fair values for financial instruments are designed to approximate amounts for which the instruments could be exchanged in a current arm’s-length transaction between knowledgeable, willing parties. The valuation policies and procedures for financial reporting purposes are determined by our finance department. There have been no changes to our valuation methods presented in Note 10 of the 2020 annual consolidated financial statements and those valuation methods have been applied in these interim financial statements.

The following table presents our fair value hierarchy for financial instruments carried at fair value on a recurring basis or measured at amortized cost:

 

June 30, 2021

 

December 31, 2020

 

Carrying

 

 

 

 

 

 

 

Carrying

 

 

 

 

Financial assets (liabilities) measured at

Amount

 

Level 1 1

 

Level 2 1

 

Level 3

 

Amount

 

Level 1 1

 

Level 2 1

Fair value on a recurring basis

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

1,794

 

 

1,794

 

 

1,454

 

 

1,454

Derivative instrument assets

27

 

 

27

 

 

45

 

 

45

Other current financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

– marketable securities 2

224

31

193

161

24

137

Investments at FVTOCI 3

233

 

223

 

 

10

 

153

 

153

 

Derivative instrument liabilities

(20)

 

 

(20)

 

 

(48)

 

 

(48)

Amortized cost

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed and floating rate debt

(32)

 

 

(32)

 

 

(14)

 

 

(14)

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes and debentures

(9,988)

 

(7,763)

 

(3,721)

 

 

(9,994)

 

(3,801)

 

(7,955)

Fixed and floating rate debt

(41)

 

 

(41)

 

 

(53)

 

 

(53)

1 During the periods ended June 30, 2021 and December 31, 2020, there were no transfers between Level 1 and Level 2 for financial instruments measured at fair value on a recurring basis.

2 Marketable securities consist of equity and fixed income securities. We determine the fair value of equity securities based on the bid price of identical instruments in active markets. We value fixed income securities using quoted prices of instruments with similar terms and credit risk.

3 Investments at fair value through other comprehensive income (“FVTOCI”) is primarily comprised of shares in Sinofert Holdings Ltd. 

NOTE 6 SHARE CAPITAL

Share repurchase programs

 

 

 

 

 

Maximum

 

Maximum

 

Number of

 

Commencement

 

 

 

Shares for

 

Shares for

 

Shares

 

Date

 

Expiry

 

Repurchase

 

Repurchase (%)

 

Repurchased

2019 Normal Course Issuer Bid

February 27, 2019

 

February 26, 2020

 

42,164,420

 

7

 

33,256,668

2020 Normal Course Issuer Bid

February 27, 2020

 

February 26, 2021

 

28,572,458

 

5

 

710,100

2021 Normal Course Issuer Bid 1

March 1, 2021

 

February 28, 2022

 

28,468,448

 

5

 

32,728

1 The 2021 normal course issuer bid will expire earlier than the date above if we acquire the maximum number of common shares allowable or otherwise decide not to make any further repurchases.

Purchases under the normal course issuer bids were, or may be, made through open market purchases at market prices as well as by other means permitted by applicable securities regulatory authorities, including private agreements.

The following table summarizes our share repurchase activities during the period:

 

Three Months Ended

 

Six Months Ended

 

June 30

 

June 30

 

2021

 

2020

 

2021

 

2020

Number of common shares repurchased for cancellation

17,750

 

 

32,728

 

3,832,580

Average price per share (US dollars)

52.88

 

 

52.90

 

41.96

Total cost

1

 

 

2

 

160

Dividends declared

We declared a dividend per share of $0.46 (2020 – $0.45) during the three months ended June 30, 2021, payable on July 16, 2021 to shareholders of record on June 30, 2021 and total dividends of $0.92 (2020 – $0.90) during the six months ended June 30, 2021.

NOTE 7 SEASONALITY

Seasonality in our business results from increased demand for products during planting season. Crop input sales are generally higher in spring and fall application seasons. Crop input inventories are normally accumulated leading up to each application season. The results of this seasonality have a corresponding effect on receivables from customers and rebates receivables, inventories, prepaid expenses and other current assets and trade payables. Our short-term debt also fluctuates during the year to meet working capital needs. Our cash collections generally occur after the application season is complete, while customer prepayments made to us are typically concentrated in December and January and inventory prepayments paid to our suppliers are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.

NOTE 8 RELATED PARTY TRANSACTIONS

We sell potash outside Canada and the United States exclusively through Canpotex. Canpotex sells potash to buyers in export markets pursuant to term and spot contracts at agreed upon prices. Our revenue is recognized at the amount received from Canpotex representing proceeds from their sale of potash, less net costs of Canpotex. Sales to Canpotex are shown in Note 2.

As at

June 30, 2021

 

December 31, 2020

Receivables from Canpotex

356

 

122

 

Investor Relations:

Richard Downey

Vice President, Investor Relations

(403) 225-7357

[email protected]

Tim Mizuno

Director, Investor Relations

(306) 933-8548

Media Relations:

Megan Fielding

Vice President, Brand & Culture Communications

(403) 797-3015

Contact us at: www.nutrien.com

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Chemicals/Plastics Agriculture Natural Resources Manufacturing

MEDIA:

Logo
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Callaway Golf Company Announces Record Financial Results For Second Quarter And First Half 2021

FULL YEAR 2021 OUTLOOK REFLECTS OUTPERFORMANCE IN ALL SEGMENTS

– Q2 2021 consolidated net revenue increased $617 million (+208%) to $914 million

– Golf equipment and soft goods revenue increased 98% to a record $588 million

– Topgolf overperformed with $325 million in revenue

– Q2 2021 net income of $92 million on a GAAP basis

– Q2 2021 Adjusted EBITDA increased $135 million (+464%) to $164 million

– Provides full year 2021 and third quarter guidance, including full year revenue of $3,025 to $3,055 million and Adjusted EBITDA of $345 to $360 million

PR Newswire

CARLSBAD, Calif., Aug. 9, 2021 /PRNewswire/ — Callaway Golf Company (the “Company” or “Callaway”) (NYSE: ELY) announced today its financial results for the second quarter ended June 30, 2021.

“I am very pleased with our performance in the second quarter of 2021 with record revenue and Adjusted EBITDA in our golf equipment and apparel businesses, as well as Topgolf results that continue to exceed our expectations,” commented Chip Brewer, President and Chief Executive Officer of Callaway. “These results reflect the strong momentum and exceptional operating performance across all of our business segments and underscore the strong consumer demand for our products and services. We are encouraged to see that the interest in the sport of golf remains at all-time highs among both experienced golfers and new entrants to the sport.”

“As we look ahead to the second half of 2021 and beyond, we are confident that our unique portfolio of businesses is well positioned for long-term growth,” continued Mr. Brewer. “While in the short-term we will experience some lingering supply constraints and other challenges caused by the pandemic, we believe that these challenges will be manageable given current demand levels and actions we are taking to mitigate the impact. Our best estimate of these impacts is included in the guidance we are providing today, and we expect to deliver excellent financial results for the full year.  All in all, we are excited about the long-term trends in our golf and outdoor apparel businesses, as well as the growth opportunities for Topgolf, all of which will continue to drive shareholder value.”


GAAP AND NON-GAAP RESULTS

In addition to the Company’s results prepared in accordance with GAAP, the Company provided information on a non-GAAP basis. The manner in which this non-GAAP information is derived is discussed further toward the end of this release, and the Company has provided in the tables to this release a reconciliation of the non-GAAP information to the most directly comparable GAAP information.


SUMMARY OF FINANCIAL RESULTS

The Company announced the following GAAP and non-GAAP financial results for the second quarter and first half of 2021 (in millions, except EPS):


GAAP RESULTS


Q2
2021


Q2
2020


Change


First Half
2021


First Half
2020


Change

Net Revenue

$914

$297

$617

$1,565

$739

$826

Income from Operations

$107

($177)

$284

$183

($137)

$320

Other Income/(Expense), net

($31)

$2

($33)

$213

($1)

$214

Income (Loss) before Income Taxes

$76

($176)

$252

$396

($138)

$534

Net Income (Loss)

$92

($168)

$260

$364

($139)

$503

Earnings (Loss) Per Share – diluted

$0.47

($1.78)

$2.25

$2.28

($1.47)

$3.75

 


NON-GAAP RESULTS


Q2
2021


Q2


2020


Change


First Half
2021


First Half
2020


Change

Net Revenue

$914

$297

$617

$1,565

$739

$826

Income from Operations

$118

$4

$114

$215

$47

$168

Other Income/(Expense), net

($27)

$3

($30)

($33)

$1

($34)

Income (Loss) before Income Taxes

$91

$7

$84

$182

$48

$134

Net Income (Loss)

$70

$5

$65

$147

$36

$111

Earnings (Loss) Per Share – diluted

$0.36

$0.06

$0.30

$0.92

$0.38

$0.54

Adjusted EBITDA

$164

$29

$135

$292

$89

$203

Second Quarter 2021 Financial Highlights

  • Net revenue increase was driven by higher-than-expected strength across both the Golf Equipment and Apparel, Gear & Other segments, as demand remained high for golf and outdoor activities. In addition, Topgolf, which merged with the Company in March 2021, also contributed to strong, higher-than-expected revenue growth.
     
  • Non-GAAP income from operations increase was led by a $96 million increase in income from operations from the Company’s Golf Equipment and Apparel, Gear & Other businesses as well as an incremental $24 million from the addition of the Topgolf business for the full second quarter.
     
  • Non-GAAP other income/(expense), net decreased $30 million primarily due to a $14 million increase in interest expense related to the addition of Topgolf as well as last year’s $11 million gain from the settlement of a cross currency swap arrangement.
     
  • Fully diluted shares were 194 million shares of common stock in the second quarter of 2021, an increase of 100 million shares compared to 94 million shares in the second quarter of 2020. The increased share count is primarily related to the issuance of additional shares in connection with the Topgolf merger.
     
  • Adjusted EBITDA increase was driven by a $78 million increase in the Company’s Golf Equipment and Apparel, Gear & Other businesses and the addition of $57 million from the Topgolf business. 


SEGMENT RESULTS

As a result of the Topgolf merger, the Company now has three operating segments, namely Golf Equipment; Apparel, Gear and Other; and Topgolf.  The Company evaluates the performance of its operating segments based on segment operating income. Management uses total segment operating income as a measure of its operational performance, excluding corporate overhead and certain non-recurring and non-cash charges and benefits. The Company believes that information about total segment operating income allows investors to better evaluate operating results and changes in results without these non-operational factors.

The following is a reconciliation of income before income taxes to total segment operating income (in millions) for the second quarter and first half of 2021 and 2020:


Q2


2021


Q2


2020


Change


First Half
2021


First Half
2020


Change

Total segment operating income

$138

$17

$121

$247

$72

$175

Reconciling items*

($31)

($195)

$164

($64)

($209)

$145

Income from Operations

$107

($177)

$284

$183

($137)

$320

Gain on Topgolf Investment

$253

$253

Interest Expense

($29)

($12)

($17)

($46)

($21)

($25)

Other Income

($3)

$14

($17)

$7

$20

($14)

Income before income taxes

$76

($176)

$252

$396

($138)

$534

*Reconciling items exclude corporate overhead and certain non-recurring and non-cash items as described in the schedules to this release.

Second Quarter 2021 Segment Highlights

  • Golf equipment
    • Revenue increased 91% year-over-year and 37% compared to second quarter 2019 pre-pandemic levels, driven by the continued surge in golf demand and participation, successful launch of the new EPIC line of woods and APEX line of irons and the continued success of the Chrome Soft line of golf balls, as compared to the Company’s operations and golf retail being significantly impacted by restrictions and shutdowns due to the pandemic for the majority of the second quarter of 2020
    • Both the golf club and golf ball products saw significant growth year-over-year, with golf club sales increasing 105% and golf ball sales increasing 51%
    • Segment operating income increased 236% due to the increased revenue, operating expense leverage and favorable foreign currency exchange rates
       
  • Apparel, Gear and Other
    • Revenue increased 115% year-over-year, driven by a 152% increase in apparel sales as well as an 88% increase in gear, accessories and other as all brands rebounded from the year ago quarter, which was severely impacted by shutdowns due to the pandemic
    • Compared to second quarter 2019 pre-pandemic levels, revenue increased 21%
    • TravisMathew experienced significant growth in the quarter as momentum in demand for the brand continued to increase, while Jack Wolfskin and Callaway’s soft goods business also increased amid continued consumer demand for golf and outdoor products
    • Jack Wolfskin showed resiliency, despite most European retail locations being negatively impacted by COVID-19 restrictions for a significant portion of the second quarter of 2021
    • Operating income for the apparel, gear and other segment increased $28 million to $16 million in the second quarter of 2021 compared to a $12 million loss in the second quarter of 2020, driven by the increased sales and fixed cost leverage and grew $4 million versus the second quarter of 2019
       
  • Topgolf
    • Contributed $325 million of revenue and $24 million of segment operating income in the second quarter of 2021
    • Same venue sales increased to the low 90s as a percent of 2019 levels
    • Opened six new domestic locations in the first six months of 2021, including four locations opened during second quarter 2021

The table below provides the breakout of segment revenues and segment operating income for the second quarter and first half of 2021:


Segment Net Revenue


Q2


2021


Q2


2020


Change


First Half
2021


First Half


2020


Change

Golf Equipment

$401

$210

$191

$778

$502

$276

Apparel, Gear & Other

$187

$87

$100

$369

$238

$131

Topgolf

$325

$325

$418

$418


Total Segment Net Revenue


$914


$297


$617


$1,565


$739


$826


Total Segment Operating Income


Q2


2021


Q2


2020


Change


First Half
2021


First Half


2020


Change

Golf Equipment

     % of segment revenue

$98

24.4%

$29

13.9%

$69

1,050 bps

$183

23.5%

$88

17.5%

$95

600 bps

Apparel, Gear & Other

     % of segment revenue

$16

8.4%

($12)

(13.5%)

$28

2,190 bps

$36

9.8%

($16)

-6.5%

$52

1,630 bps

Topgolf

     % of segment revenue

$24

7.4%

$24

$28

6.7%

$28


Total segment operating income 
     



% of total net revenue


$138


15.1%


$17


5.9%


$121


920 bps


$247


15.8%


$72


9.8%


$175


600 bps


BUSINESS OUTLOOK

The third quarter and full year 2021 projections set forth below are based on the Company’s best estimates at this time. They include the estimated impact of certain factors, including (1) ongoing uncertainty due to the impact of COVID-19 on the supply chain, (2) changes in foreign currency effects, which are estimated to have a positive full year impact of $36 million on net sales, and (3) increased freight costs. In addition, due to the timing of the Topgolf acquisition on March 8, 2021, Callaway’s reported full year financial results will only include 10 months of Topgolf results in 2021 and therefore will not include January and February results which were in the aggregate $142.9 million in revenue and $2.3 million in Adjusted EBITDA. 


FULL YEAR 2021


THIRD QUARTER 2021


(in millions)


2021


Estimate


2020


Results


2019


Results


Q3 2021


Estimate


Q3 2020


Results


Q3 2019


Results

Net Revenue

$3,025 – $3,055

$1,590

$1,701

$775 – $790

$476

$426

Adjusted EBITDA

$345 – $360

$163

$210

$51 – $58

$87

$57


Net Revenue:
Full year 2021 net revenue estimate assumes continued positive demand fundamentals for Callaway’s Golf Equipment and Apparel, Gear and Other segments, along with Topgolf segment revenue for the 10 months beginning March 8, 2021 approaching 2019 full year levels of $1,060 million. The outlook also assumes $55 million of revenue risk due to short-term supply chain constraints, almost all of which occurs in third quarter 2021.


Adjusted EBITDA:
Full year 2021 Adjusted EBITDA estimate assumes the Topgolf segment will deliver over $100 million in Adjusted EBITDA for the 10 months beginning March 8, 2021. The outlook takes into account elevated freight costs in the second half of 2021, as well as non-GAAP operating expenses that are approximately $100 million higher than full year 2019 non-GAAP operating expenses primarily due to cost of living and inflationary pressures over two years, the impact of foreign currency changes and investment back into the Company’s business. This estimate for non-GAAP operating expenses is $20 to $30 million higher than the Company’s initial expectations at the beginning of the year and is related primarily to accelerated investments in the apparel business and variable costs associated with the strong performance of the business this year.


ADDITIONAL INFORMATION AND DISCLOSURES

Conference Call and Webcast

The Company will be holding a conference call at 2:00 p.m. Pacific time today, August 9, 2021, to discuss the Company’s financial results, outlook and business. The call will be broadcast live over the Internet and can be accessed at http://ir.callawaygolf.com/. A replay of the conference call will be available approximately two hours after the call ends, and will remain available through 9:00 p.m. Pacific time on August 16, 2021.  The replay may be accessed through the Internet at http://ir.callawaygolf.com/.

Non-GAAP Information

The GAAP results contained in this press release and the financial statement schedules attached to this press release have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).  To supplement the GAAP results, the Company has provided certain non-GAAP financial information as follows:

Constant Currency Basis. The Company provided certain information regarding the Company’s financial results or projected financial results on a “constant currency basis.” This information estimates the impact of changes in foreign currency rates on the translation of the Company’s current or projected future period financial results as compared to the applicable comparable period.  This impact is derived by taking the current or projected local currency results and translating them into U.S. dollars based upon the foreign currency exchange rates for the applicable comparable period. It does not include any other effect of changes in foreign currency rates on the Company’s results or business.

Non-Recurring and Non-cash Adjustments. The Company provided information excluding certain non-cash amortization of intangibles and other assets related to the Company’s acquisitions, non-recurring transaction and transition costs related to acquisitions, severance costs related to the Company’s cost-reduction initiatives, and other non-recurring costs, including costs related to the merger and integration with Topgolf, transition to the Company’s new North American Distribution Center, implementation of new IT systems, the cumulative $6 million non-cash valuation allowance recorded against certain of the Company’s deferred tax assets as a result of the Topgolf merger, the $253 million non-cash gain as the result of the Company’s prior equity position in Topgolf, the $174 million non-cash impairment charge related to the Jack Wolfskin goodwill and trade name, as well as non-cash amortization of the debt discount related to the Company’s convertible notes.

Adjusted EBITDA.  The Company provides information about its results excluding interest, taxes, depreciation and amortization expenses, non-cash stock compensation expense, non-cash lease amortization expense, and the non-recurring and non-cash items referenced above. 

In addition, the Company has included in the schedules attached to this release a reconciliation of certain non-GAAP information to the most directly comparable GAAP information.  The non-GAAP information presented in this release and related schedules should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP. The non-GAAP information may also be inconsistent with the manner in which similar measures are derived or used by other companies.  Management uses such non-GAAP information for financial and operational decision-making purposes and as a means to evaluate period-over-period comparisons and in forecasting the Company’s business going forward. Management believes that the presentation of such non-GAAP information, when considered in conjunction with the most directly comparable GAAP information, provides additional useful comparative information for investors in their assessment of the underlying performance of the Company’s business with regard to these items. The Company has provided reconciling information in the attached schedules.

Definitions

Same venue sales. Callaway defines same venue sales for its Topgolf business as sales for the comparable venue base, which is defined as the number of Company-operated venues with at least 24 full fiscal months of operations.

Forward-Looking Statements

Statements used in this press release that relate to future plans, events, financial results, performance, prospects, or growth opportunities, including statements relating to the Company’s and Topgolf’s financial outlook for the full year and third quarter of 2021 (including revenue, Adjusted EBITDA and operating expenses), continued impact of the COVID-19 pandemic on the Company’s business and the Company’s ability to improve and recover from such impact, impact of any measures taken to mitigate the effect of the pandemic, strength and demand of the Company’s products and services, continued brand momentum, demand for golf and outdoor apparel,  continued investments in the business, increases in shareholder value, post-pandemic consumer trends and behavior, future industry and market conditions, the benefits of the Topgolf merger, including the anticipated operations, financial position, liquidity, performance, prospects or growth and scale opportunities of the Company, Topgolf or the combined company, and statements of belief and any statement of assumptions underlying any of the foregoing, are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance. These statements are based upon current information and expectations. Accurately estimating the forward-looking statements is based upon various risks and unknowns, including disruptions to business operations from additional regulatory restrictions in response to the COVID-19 pandemic (such as travel restrictions, government-mandated shut-down orders or quarantines) or voluntary “social distancing” that affects employees, customers and suppliers; costs, expenses or difficulties related to the merger with Topgolf, including the integration of the Topgolf business; failure to realize the expected benefits and synergies of the Topgolf merger in the expected timeframes or at all; production delays, closures of manufacturing facilities, retail locations, warehouses and supply and distribution chains; staffing shortages as a result of remote working requirements or otherwise; uncertainty regarding global economic conditions, particularly the uncertainty related to the duration and ongoing impact of the COVID-19 pandemic, and related decreases in customer demand/spending  and ongoing increases in operating and freight costs and supply constraints; the Company’s level of indebtedness; continued availability of credit facilities and liquidity and ability to comply with applicable debt covenants; effectiveness of capital allocation and cost/expense reduction efforts; continued brand momentum and product success; growth in the direct-to-consumer and e-commerce channels; ability to realize the benefits of the continued investments in the Company’s business; consumer acceptance of and demand for the Company’s and its subsidiaries’ products and services; cost of living and inflationary  pressures; any changes in U.S. trade, tax or other policies, including restrictions on imports or an increase in import tariffs; future consumer discretionary purchasing activity, which can be significantly adversely affected by unfavorable economic or market conditions; future retailer purchasing activity, which can be significantly negatively affected by adverse industry conditions and overall retail inventory levels; and future changes in foreign currency exchange rates and the degree of effectiveness of the Company’s hedging programs. Actual results may differ materially from those estimated or anticipated as a result of these risks and unknowns or other risks and uncertainties, including the effect of terrorist activity, armed conflict, natural disasters or pandemic diseases, including expanded outbreak of COVID-19 and its variants, on the economy generally, on the level of demand for the Company’s and its subsidiaries’ products and services or on the Company’s ability to manage its operations, supply chain and delivery logistics in such an environment; delays, difficulties or increased costs in the supply of components or commodities needed to manufacture the Company’s products or in manufacturing the Company’s products; and a decrease in participation levels in golf generally, during or as a result of the COVID-19 pandemic. For additional information concerning these and other risks and uncertainties that could affect these statements and the Company’s business, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as well as other risks and uncertainties detailed from time to time in the Company’s reports on Forms 10-Q and 8-K subsequently filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

About Callaway Golf Company

Callaway Golf Company (NYSE: ELY) is an unrivaled tech-enabled golf company delivering leading golf equipment, apparel and entertainment, with a portfolio of global brands including Callaway Golf, Topgolf, Odyssey, OGIO, TravisMathew and Jack Wolfskin.  Through an unwavering commitment to innovation, Callaway manufactures and sells premium golf clubs, golf balls, golf and lifestyle bags, golf and lifestyle apparel and other accessories, and provides world-class golf entertainment experiences through Topgolf, its wholly-owned subsidiary.  For more information please visit www.callawaygolf.com, www.topgolf.com, www.odysseygolf.com, www.OGIO.com, www.travismathew.com, and www.jack-wolfskin.com.

Investor Contacts

Brian Lynch

Lauren Scott

(760) 931-1771
[email protected]

 


CALLAWAY GOLF COMPANY


CONSOLIDATED CONDENSED BALANCE SHEETS


(Unaudited)


(In thousands)


June 30,

2021


December 31,
2020


ASSETS

Current assets:

Cash and cash equivalents

$

415,204

$

366,119

Restricted Cash

2,469

Accounts receivable, net

325,275

138,482

Inventories

335,346

352,544

Other current assets

175,756

55,482

Total current assets

1,254,050

912,627

Property, plant and equipment, net

1,264,886

146,495

Operating lease right-of-use assets, net

1,057,225

194,776

Intangible assets, net

3,578,545

540,997

Other assets

117,128

185,705

Total assets

$

7,271,834

$

1,980,600


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

$

426,577

$

276,209

Accrued employee compensation and benefits

95,427

30,937

Asset-based credit facilities

21,438

22,130

Current operating lease liabilities

55,492

29,579

Construction advances

63,636

Deferred revenue

83,580

2,546

Other current liabilities

41,482

29,871

Total current liabilities

787,632

391,272

Long-term debt

1,064,429

650,564

Long-term operating leases

1,174,780

177,996

Deemed landlord financing

263,219

Long-term liabilities

242,311

85,124

Total Callaway Golf Company shareholders’ equity

3,739,463

675,644

Total liabilities and shareholders’ equity

$

7,271,834

$

1,980,600

 


CALLAWAY GOLF COMPANY


CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS


(Unaudited)


(In thousands, except per share data)


Three Months Ended


June 30,


2021


2020

Net revenues:

Products

$

591,410

$

296,996

Services

322,231

Total net revenues

913,641

296,996

Costs and expenses:

Cost of products

315,008

174,941

Cost of services, excluding depreciation and amortization

42,786

Other venue expenses

202,339

Selling, general and administrative expense

221,124

115,215

Research and development expense

20,271

10,020

Goodwill and tradename impairment

174,269

Venue pre-opening costs

4,844

Total costs and expenses

806,372

474,445

Income (loss) from operations

107,269

(177,449)

Other income (expense), net

(31,378)

1,834

Income tax benefit

(15,853)

(7,931)

Net income (loss)

$

91,744

$

(167,684)

Earnings (loss) per common share:

Basic

$0.50

$(1.78)

Diluted

$0.47

$(1.78)

Weighted-average common shares outstanding:

Basic

185,225

94,141

Diluted

194,334

94,141


Six Months Ended


June 30,


2021


2020

Net revenues:

Products

$

1,151,368

$

739,272

Services

413,894

Total net revenues

1,565,262

739,272

Costs and expenses:

Cost of products

625,638

421,543

Cost of services, excluding depreciation and amortization

53,771

Other venue expenses

267,776

Selling, general and administrative expense

395,004

256,969

Research and development expense

33,016

23,260

Goodwill and tradename impairment

174,269

Venue pre-opening costs

6,689

Total costs and expenses

1,381,894

876,041

Income (loss) from operations

183,368

(136,769)

Gain on Topgolf investment

252,531

Other income (expense), net

(39,804)

(801)

Income tax provision

31,890

1,220

Net income (loss)

$

364,205

$

(138,790)

Earnings (loss) per common share:

Basic

$2.40

$(1.47)

Diluted

$2.28

$(1.47)

Weighted-average common shares outstanding:

Basic

151,541

94,225

Diluted

159,639

94,225

On March 8, 2021, the Company completed its merger with Topgolf International, Inc. (“Topgolf”) and has included the results of operations for Topgolf in its consolidated condensed statement of operations from that date forward. Additionally, the Company has modified the presentation of its consolidated condensed statement of operations for the three and six months ended June 30, 2021 and 2020 to provide investors with additional information to assess the performance of the combined entity.

 

 


CALLAWAY GOLF COMPANY


CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW


(Unaudited)


(In thousands)


Six Months Ended


June 30,


2021


2020

Cash flows from operating activities:

Net income (loss)

$

364,205

$

(138,790)

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

   Depreciation and amortization

63,542

18,357

   Lease amortization expense

26,896

16,313

   Amortization of debt issuance costs

2,618

1,823

   Debt discount amortization

6,527

1,483

   Impairment loss

174,269

   Deferred taxes, net

28,067

8,684

   Non-cash share-based compensation

15,648

4,794

   Loss on disposal of long-lived assets

100

123

   Gain on Topgolf investment

(252,531)

   Unrealized net gains on hedging instruments and foreign currency

(5,048)

(14,059)

   Acquisition costs

(16,199)

Changes in assets and liabilities

(133,358)

(93,318)

Net cash provided by (used in) operating activities

100,467

(20,321)

Cash flows from investing activities:

Cash acquired in merger

171,294

Capital expenditures

(120,833)

(25,097)

Note receivable, net of discount

(5,234)

Net cash provided by (used in) investing activities

50,461

(30,331)

Cash flows from financing activities:

Repayments of credit facilities, net

(110,757)

(89,029)

Proceeds from lease financing

24,799

Exercise of stock options

18,403

130

Acquisition of treasury stock

(12,538)

(21,953)

Repayments of long-term debt

(12,029)

(5,504)

Debt issuance cost

(5,441)

(9,119)

Payment on contingent earn-out obligation

(3,577)

Repayments of financing leases

(200)

(206)

Dividends paid

(3)

(1,891)

Proceeds from issuance of convertible notes

258,750

Proceeds from issuance of long-term debt

9,766

Premium paid for capped call confirmations

(31,775)

Net cash (used in) provided by financing activities

(101,343)

109,169

Effect of exchange rate changes on cash, cash equivalents and restricted cash

1,969

(767)

Net increase in cash, cash equivalents and restricted cash

51,554

57,750

Cash, cash equivalents and restricted cash at beginning of period

366,119

106,666

Cash, cash equivalents and restricted cash at end of period

$

417,673

$

164,416

 


CALLAWAY GOLF COMPANY


Consolidated Net Sales and Operating Segment Information


(Unaudited)


(In thousands)


Net Revenues  by Product Category(2)


Three Months Ended


June 30,


Growth


Non-GAAP


Constant


Currency


vs. 2020(1)


2021


2020


Dollars


Percent


Percent

Net revenues:

Golf Clubs

$

319,973

$

156,040

$

163,933

105.1%

99.6%

Golf Balls

81,286

53,903

27,383

50.8%

46.9%

Apparel

91,413

36,302

55,111

151.8%

144.6%

Gear and Other

95,516

50,751

44,765

88.2%

82.5%

Venues

303,424

303,424

100.0%

100.0%

Topgolf Other

22,029

22,029

100.0%

100.0%

Total net revenue

$

913,641

$

296,996

$

616,645

207.6%

201.5%


(1) Calculated by applying 2020 exchange rates to 2021 reported sales in regions outside the U.S.


(2) On March 8, 2021, the Company completed its merger with Topgolf. Accordingly, the Company’s revenue categories for 2021 were expanded to include Topgolf’s revenue categories.


Net Sales by Region


Three Months Ended


June 30,


Growth


Non-GAAP


Constant


Currency


vs. 2020(1)


2021


2020


Dollars


Percent


Percent

Net revenues:

United States

$

642,757

$

171,714

$

471,043

274.3%

274.3%

Europe

120,999

50,074

70,925

141.6%

118.7%

Japan

61,861

24,640

37,221

151.1%

155.3%

Rest of World

88,024

50,568

37,456

74.1%

58.5%

Total net revenue

$

913,641

$

296,996

$

616,645

207.6%

201.5%


(1) Calculated by applying 2020 exchange rates to 2021 reported sales in regions outside the U.S.


Operating Segment Information


Three Months Ended


June 30,


Growth


Non-GAAP


Constant


Currency


vs. 2020(1)


2021


2020


Dollars


Percent


Percent

Net revenues:

Golf Equipment

$

401,259

$

209,943

$

191,316

91.1%

86.1%

Apparel, Gear and Other

186,929

87,053

99,876

114.7%

108.4%

Topgolf

325,453

$

325,453

100.0%

100.0%

Total net revenue

$

913,641

$

296,996

$

616,645

207.6%

201.5%

Segment operating income (loss):

Golf Equipment

$

98,089

$

29,181

$

68,908

236.1%

Apparel, Gear and Other

15,668

(11,711)

27,379

233.8%

Topgolf

24,204

24,204

100.0%

Total segment operating income

137,961

17,470

120,491

689.7%

Corporate G&A and other(2)

(30,692)

(20,650)

(10,042)

-48.6%

Goodwill and tradename impairment(3)

(174,269)

174,269

100.0%

Total operating income (loss)

107,269

(177,449)

284,718

160.5%

Interest expense, net

(28,876)

(12,163)

(16,713)

-137.4%

Other income (expense), net

(2,502)

13,997

(16,499)

-117.9%

Total income (loss) before income taxes

$

75,891

$

(175,615)

$

251,506

143.2%


(1) Calculated by applying 2020 exchange rates to 2021 reported sales in regions outside the U.S.


(2) Amount includes corporate general and administrative expenses not utilized by management in determining segment profitability, including  non-cash amortization expense for intangible assets acquired in connection with the Jack Wolfskin, TravisMathew and OGIO acquisitions. In addition, the amount for 2021 includes (i) $2.5 million of transaction, transition and other non-recurring costs associated with the merger with Topgolf completed on March 8, 2021, (ii) $6.2 million of non-cash amortization expense for intangible assets acquired in connection with the merger with Topgolf, combined with depreciation expense from the fair value step-up of Topgolf property, plant and equipment and amortization expense related to the fair value adjustments to Topgolf leases, and (iii) $0.8 million of costs related to the implementation of new IT systems for Jack Wolfskin. The amount for the second quarter of 2020 includes (i) $3.7 million of severance charges associated with workforce reductions due to the COVID-19 pandemic, and (ii) $1.8 million of non-recurring costs associated with the Company’s transition to the new North America Distribution Center and costs related to the implementation of new IT systems for Jack Wolfskin.


(3) Represents an impairment charge related to Jack Wolfskin recognized in the second quarter of 2020.

 


CALLAWAY GOLF COMPANY


Consolidated Net Sales and Operating Segment Information


(Unaudited)


(In thousands)


Net Revenues  by Product Category(2)


Six Months Ended


June 30,


Growth


Non-GAAP


Constant


Currency


vs. 2020(1)


2021


2020


Dollars


Percent


Percent

Net revenues:

Golf Clubs

$

636,326

$

407,264

$

229,062

56.2%

52.4%

Golf Balls

141,815

94,340

47,475

50.3%

46.7%

Apparel

186,703

113,592

73,111

64.4%

58.3%

Gear and Other

182,328

124,076

58,252

46.9%

41.8%

Venues

388,594

388,594

100.0%

100.0%

Topgolf Other

29,496

29,496

100.0%

100.0%

Total net revenue

$

1,565,262

$

739,272

$

825,990

111.7%

107.0%


(1) Calculated by applying 2020 exchange rates to 2021 reported sales in regions outside the U.S.


(2) On March 8, 2021, the Company completed its merger with Topgolf. Accordingly, the Company’s revenue categories for 2021 were expanded to include Topgolf’s revenue categories.


Net Sales by Region


Six Months Ended


June 30,


Growth


Non-GAAP


Constant


Currency


vs. 2020(1)


2021


2020


Dollars


Percent


Percent

Net revenues:

United States

$

1,030,979

$

389,217

$

641,762

164.9%

164.9%

Europe

229,344

146,793

82,551

56.2%

42.5%

Japan

133,747

101,987

31,760

31.1%

30.5%

Rest of World

171,192

101,275

69,917

69.0%

55.2%

Total net revenue

$

1,565,262

$

739,272

$

825,990

111.7%

107.0%


(1) Calculated by applying 2020 exchange rates to 2021 reported sales in regions outside the U.S.


Operating Segment Information


Six Months Ended


June 30,


Growth


Non-GAAP


Constant


Currency


vs. 2020(1)


2021


2020


Dollars


Percent


Percent

Net revenues:

Golf Equipment

$

778,141

$

501,604

$

276,537

55.1%

51.3%

Apparel, Gear and Other

369,031

237,668

131,363

55.3%

49.7%

Topgolf

418,090

$

418,090

100.0%

100.0%

Total net revenue

$

1,565,262

$

739,272

$

825,990

111.7%

107.0%

Segment operating income (loss):

Golf Equipment

$

183,010

$

87,801

$

95,209

108.4%

Apparel, Gear and Other

36,158

(15,510)

51,668

333.1%

Topgolf

28,158

28,158

100.0%

Total segment operating income

247,326

72,291

175,035

242.1%

Corporate G&A and other(2)

(63,958)

(34,791)

(29,167)

83.8%

Goodwill and tradename impairment(3)

(174,269)

174,269

100.0%

Total operating income (loss)

183,368

(136,769)

320,137

234.1%

Gain on Topgolf investment(4)

252,531

252,531

100.0%

Interest expense, net

(46,333)

(21,278)

(25,055)

-117.8%

Other income, net

6,529

20,477

(13,948)

-68.1%

Total income before income (loss) taxes

$

396,095

$

(137,570)

$

533,665

387.9%


(1) Calculated by applying 2020 exchange rates to 2021 reported sales in regions outside the U.S.


(2) Amount includes corporate general and administrative expenses not utilized by management in determining segment profitability, including  non-cash amortization expense for intangible assets acquired in connection with the Jack Wolfskin, TravisMathew and OGIO acquisitions. In addition, the amount for 2021 includes (i) $18.7 million of transaction, transition and other non-recurring costs associated with the merger with Topgolf completed on March 8, 2021, (ii) $8.4 million of non-cash amortization expense for intangible assets acquired in connection with the merger with Topgolf, combined with depreciation expense from the fair value step-up of Topgolf  property, plant and equipment and amortization expense related to the fair value adjustments to Topgolf leases, and (iii) $1.5 million of costs related to the implementation of new IT systems for Jack Wolfskin. The amount for 2020 also includes (i) $3.4 million of non-recurring costs associated with the Company’s transition to the new North America Distribution Center, as well as costs related to the implementation of new IT systems for Jack Wolfskin, and (ii) $3.7 million of severance charges associated with workforce reductions due to the COVID-19 pandemic.


(3) Represents an impairment charge related to Jack Wolfskin recognized in the second quarter of 2020.


(4) Amount represents a gain recorded to write-up the Company’s former investment in Topgolf to its fair value in connection with the merger.

 


CALLAWAY GOLF COMPANY


Consolidated Net Sales and Operating Segment Information


(Unaudited)


(In thousands)


Operating Segment Information


Three Months Ended


June 30,


Growth


Six Months Ended


June 30,


Growth


2021


2019


Dollars


Percent


2021


2019


Dollars


Percent

Net revenues:

Golf Equipment

$

401,259

$

292,353

$

108,906

37.3%

$

778,141

$

615,972

$

162,169

26.3%

Apparel, Gear and Other

186,929

154,355

32,574

21.1%

369,031

346,933

22,098

6.4%

Topgolf

325,453

325,453

100.0%

418,090

418,090

100.0%

Total net revenue

$

913,641

$

446,708

$

466,933

104.5%

$

1,565,262

$

962,905

$

602,357

62.6%

Segment operating income:

Golf Equipment

$

98,089

$

55,665

$

42,424

76.2%

$

183,010

$

125,658

$

57,352

45.6%

Apparel, Gear and Other

15,668

11,314

4,354

38.5%

36,158

34,033

2,125

6.2%

Topgolf

24,204

24,204

100.0%

28,158

28,158

100.0%

Total segment operating income

137,961

66,979

70,982

106.0%

247,326

159,691

87,635

54.9%

Corporate G&A and other(1)

(30,692)

(21,780)

(8,912)

-40.9%

(63,958)

(44,856)

(19,102)

-42.6%

Total operating income

107,269

45,199

62,070

137.3%

183,368

114,835

68,533

59.7%

Gain on Topgolf investment(2)

—%

252,531

252,531

100.0%

Interest expense, net

(28,876)

(10,260)

(18,616)

-181.4%

(46,333)

(19,899)

(26,434)

-132.8%

Other income/(expense), net

(2,502)

1,167

(3,669)

-314.4%

6,529

(773)

7,302

944.6%

Total income before income taxes

$

75,891

$

36,106

$

39,785

110.2%

$

396,095

$

94,163

$

301,932

320.6%


(1) Amount includes corporate general and administrative expenses not utilized by management in determining segment profitability including non-cash amortization expense for intangible assets acquired in connection with the Jack Wolfskin, TravisMathew and OGIO acquisitions. In addition, the amount for the three and six months ended June 30, 2021 includes (i) $2.5 million and $18.7 million, respectively, for transaction, transition and other non-recurring costs associated with the merger with Topgolf, (ii) $6.2 million and $8.4 million, respectively, of non-cash amortization expense for intangible assets acquired in connection with the merger with Topgolf, combined with depreciation expense from the fair value step-up of Topgolf  property, plant and equipment and amortization expense related to the fair value adjustments to Topgolf leases, and (iii) $0.8 million and $1.5 million, respectively, of expenses related to the implementation of new IT systems for Jack Wolfskin. The amount for three and six months ended June 30, 2019 also includes (i) $5.3 million and $10.7 million, respectively, of amortization expense related to the fair value adjustment to Jack Wolfskin’s inventory, and (ii) $1.4 million and $6.1 million, respectively, for transaction costs associated with the acquisition of Jack Wolfskin.


(2) Amount represents a gain recorded to write up the Company’s former investment in Topgolf to its fair value in connection with the merger.

 


CALLAWAY GOLF COMPANY


Supplemental Financial Information and Non-GAAP Reconciliation


(Unaudited)


(In thousands)


Three Months Ended June 30,


2021


2020


GAAP


Non-Cash
Amortization
and
Depreciation(1)


Non-Cash
Amortization
of Discount
on Convertible
Notes(2)


Acquisition
& Other
Non-Recurring
Items(3)


Tax
Valuation
Allowance(4)


Non-


GAAP


GAAP


Non-Cash 
Amortization
and
Impairment
Charges(1)


Non-Cash
Amortization
of Discount
on Convertible
Notes(2)


Other
Non-Recurring
Items(3)


Non-


GAAP(5)

Net revenues

$

913,641

$

$

$

$

$

913,641

$

296,996

$

$

$

$

296,996

Total costs and expenses

806,372

7,453

3,274

795,645

474,445

175,447

5,889

293,109

Income (loss) from operations

107,269

(7,453)

(3,274)

117,996

(177,449)

(175,447)

(5,889)

3,887

Other income/(expense), net

(31,378)

(1,459)

(2,598)

(306)

(27,015)

1,834

(1,499)

3,333

Income tax provision (benefit)

(15,853)

(2,139)

(624)

(859)

(32,743)

20,512

(7,931)

(8,195)

(345)

(1,355)

1,964

Net income (loss)

$

91,744

$

(6,773)

$

(1,974)

$

(2,721)

$

32,743

$

70,469

$

(167,684)

$

(167,252)

$

(1,154)

$

(4,534)

$

5,256

Diluted earnings (loss) per share:

$0.47

($0.03)

($0.01)

($0.02)

$0.17

$0.36

($1.78)

($1.78)

($0.01)

($0.05)

$0.06

Weighted-average shares outstanding:

194,334

194,334

194,334

194,334

194,334

194,334

94,141

94,141

94,141

94,141

95,294


(1) Represents non-cash amortization expense of intangible assets in connection with the acquisitions of OGIO, TravisMathew and Jack Wolfskin. 2021 also includes non-cash amortization of Topgolf intangible assets, depreciation expense from the fair value step-up of Topgolf  property, plant and equipment and amortization expense related to the fair value adjustments to Topgolf leases and Topgolf debt, all recorded in connection with the Topgolf merger. 2020 also includes an impairment charge of $174.3 million related to Jack Wolfskin intangibles.


(2) Represents the non-cash amortization of the debt discount on the Company’s convertible notes issued in May 2020.


(3) Acquisition and other non-recurring items in 2021 include transaction, transition and non-recurring costs associated with the Topgolf merger and costs related to the implementation of new IT systems for Jack Wolfskin. In 2020, non-recurring items include costs associated with the Company’s transition to its new North America Distribution Center, implementation costs related to new IT systems for Jack Wolfskin, and severance charges associated with workforce reductions due to the COVID-19 pandemic.


(4) Represents the release of a portion of the valuation allowance attributable to certain Topgolf net operating losses.


(5)  Non-GAAP diluted earnings per share for the three months ended June 30, 2020 was calculated using the diluted weighted average outstanding shares, as earnings on a non-GAAP basis resulted in net income after giving effect to pro forma adjustments.

 


CALLAWAY GOLF COMPANY


Supplemental Financial Information and Non-GAAP Reconciliation


(Unaudited)


(In thousands)


Six Months Ended June 30,


2021


2020


GAAP


Non-Cash
Amortization
and
Depreciation(1)


Non-Cash
Amortization
of Discount
on Convertible
Notes(2)


Acquisition
& Other
Non-Recurring
Items(3)


Tax
Valuation
Allowance(4)


Non-


GAAP


GAAP


Non-Cash 
Amortization
and
Impairment
Charges(1)


Non-Cash
Amortization
of Discount
on Convertible Notes(2)


Other
Non-Recurring
Items(3)


Non-


GAAP(5)

Net revenues

$

1,565,262

$

$

$

$

$

1,565,262

$

739,272

$

$

$

$

739,272

Total costs and expenses

1,381,894

10,966

20,211

1,350,717

876,041

176,626

7,438

691,977

Income (loss) from operations

183,368

(10,966)

(20,211)

214,545

(136,769)

(176,626)

(7,438)

47,295

Other income/(expense), net

212,727

(1,752)

(5,133)

252,126

(32,514)

(801)

(1,499)

698

Income tax provision (benefit)

31,890

(3,052)

(1,232)

(4,948)

6,184

34,938

1,220

(8,466)

(345)

(1,711)

11,742

Net income (loss)

$

364,205

$

(9,666)

$

(3,901)

$

236,863

$

(6,184)

$

147,093

$

(138,790)

$

(168,160)

$

(1,154)

$

(5,727)

$

36,251

Diluted earnings (loss) per share:

$2.28

($0.06)

($0.02)

$1.48

($0.04)

$0.92

($1.47)

($1.78)

($0.01)

($0.06)

$0.38

Weighted-average shares outstanding:

159,639

159,639

159,639

159,639

159,639

159,639

94,225

94,225

94,225

94,225

94,485


(1) Represents non-cash amortization expense of intangible assets in connection with the acquisitions of OGIO, TravisMathew and Jack Wolfskin. 2021 also includes non-cash amortization of Topgolf intangible assets, depreciation expense from the fair value step-up of Topgolf  property, plant and equipment and expense related to the fair value adjustments to Topgolf leases and Topgolf debt, all recorded in connection with the Topgolf merger. 2020 also includes an impairment charge of $174.3 million related to Jack Wolfskin.


(2) Represents the non-cash amortization of the debt discount on the Company’s convertible notes issued in May 2020.


(3) Acquisition and other non-recurring items in 2021 includes transaction, transition and other non-recurring costs associated with the merger with Topgolf completed on March 8, 2021, the recognition of a $252.5 million gain on the Company’s pre-merger investment in Topgolf,  and expenses related to the implementation of new IT systems for Jack Wolfskin. 2020 includes costs associated with the Company’s transition to it’s new North America Distribution Center, in addition to implementation costs related to new IT systems for Jack Wolfskin, and severance charges associated with workforce reductions due to the COVID-19 pandemic.


(4) Amount represents the net impact of changes in the Company’s valuation allowance against certain of its deferred tax assets.


(5)  Non-GAAP diluted earnings per share for the six months ended June 30, 2020 was calculated using the diluted weighted average outstanding shares, as earnings on a non-GAAP basis resulted in net income after giving effect to pro forma adjustments.

 


CALLAWAY GOLF COMPANY


Non-GAAP Reconciliation and Supplemental Financial Information


(Unaudited)


(In thousands)


2021 Trailing Twelve Month Adjusted EBITDA


2020 Trailing Twelve Month Adjusted EBITDA


Quarter Ended


Quarter Ended


September 30,


December 31,


March 31,


June 30,


September 30,


December 31,


March 31,


June 30,


2020


2020


2021


2021


Total


2019


2019


2020


2020


Total

Net income (loss)

$

52,432

$

(40,576)

$

272,461

$

91,744

$

376,061

$

31,048

$

(29,218)

$

28,894

$

(167,684)

$

(136,960)

Interest expense, net

12,727

12,927

17,457

28,876

71,987

9,545

9,049

9,115

12,163

39,872

Income tax provision (benefit)

5,360

(7,124)

47,743

(15,853)

30,126

2,128

(2,352)

9,151

(7,931)

996

Depreciation and amortization expense

10,311

10,840

20,272

43,270

84,693

8,472

9,480

8,997

9,360

36,309

JW goodwill and trade name impairment

174,269

174,269

Non-cash stock compensation expense

3,263

2,861

4,609

11,039

21,772

2,513

3,418

1,861

2,942

10,734

Non-cash lease amortization expense

(99)

(76)

872

2,103

2,800

(36)

(120)

264

207

315

Acquisitions & other non-recurring costs, before taxes(1)

2,858

8,607

(235,594)

3,274

(220,855)

3,009

4,090

1,516

5,856

14,471


Adjusted EBITDA

$

86,852

$

(12,541)

$

127,820

$

164,453

$

366,584

$

56,679

$

(5,653)

$

59,798

$

29,182

$

140,006


(1) In 2021, amounts include transaction, transition and other non-recurring costs associated with the merger with Topgolf completed on March 8, 2021, the recognition of a $252.5 million gain to step-up the Company’s former investment in Topgolf to its fair value in connection with the merger, and expenses related to the implementation of new IT systems for Jack Wolfskin. In 2020, amounts include costs associated with the Company’s transition to its new North America Distribution Center and the implementation of new IT systems for Jack Wolfskin, as well as $4.8 million of severance related to the Company’s cost reduction initiatives. 

 


CALLAWAY GOLF COMPANY


Non-GAAP Reconciliation and Supplemental Financial Information


(Unaudited)


(In thousands)


2019 Trailing Twelve Month Adjusted EBITDA


Quarter Ended


March 31,


June 30,


September 30,


December 31,


2019


2019


2019


2019


Total

Net income (loss)

$

48,647

$

28,931

$

31,048

$

(29,218)

$

79,408

Interest expense, net

9,639

10,260

9,545

9,049

38,493

Income tax provision (benefit)

9,556

7,208

2,128

(2,352)

16,540

Depreciation and amortization expense

7,977

9,022

8,472

9,480

34,951

Non-cash stock compensation expense

3,435

3,530

2,513

3,418

12,896

Non-cash lease amortization expense

(140)

(9)

(36)

(120)

(305)

Acquisitions & other non-recurring costs, before taxes(1)

13,986

6,939

3,009

4,090

28,024


Adjusted EBITDA

$

93,100

$

65,881

$

56,679

$

(5,653)

$

210,007


(1) Acquisitions and other non-recurring costs for the year ended December 31, 2019, include (i) $4.7 million of transaction costs associated with the acquisition of Jack Wolfskin, including banker’s fees, legal fees, consulting and travel expenses; (ii) $5.5 million of costs associated with transitioning and reporting on the Jack Wolfskin business, including consulting fees, audit fees for SEC reporting requirements and valuation services associated with preparing Jack Wolfskin’s opening balance sheet; (iii) the recognition of a $3.9 million foreign currency exchange loss primarily related to the re-measurement of a foreign currency contract established to mitigate the risk of foreign currency fluctuations on the purchase price of Jack Wolfskin, which was denominated in Euros; and (iv) consulting fees to address an activist investor. These amounts exclude any depreciation or amortization, which has been presented in a separate line above.

 


CALLAWAY GOLF COMPANY


2021 Adjusted EBITDA Guidance


(Unaudited)


(In millions)


Three Months Ended
September 30, 2021


Twelve Months Ended
December 31, 2021

Net (loss) income

$(32) – $(38)

$196 – $209

Adjusted EBITDA(1)

$51 – $58

$345 – $360


(1) Adjusted EBITDA excludes the following from forecasted net income: Interest expense, taxes, depreciation and amortization expense, non-cash stock compensation expense, non-cash lease amortization expense, transaction and transition costs associated with the merger with Topgolf completed on March 8, 2021, the recognition of a $252.5 million gain to step-up the Company’s former investment in Topgolf to its fair value in connection with the merger, and expenses related to the implementation of new IT systems for Jack Wolfskin.

 

 

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SOURCE Callaway Golf Company

CORRECTING and REPLACING Ouster Reports Second Quarter 2021 Financial Results

CORRECTING and REPLACING Ouster Reports Second Quarter 2021 Financial Results

$7.4 million in revenue, up 72% year over year, and 26% gross margins

Record shipments of over 1,460 sensors

SAN FRANCISCO–(BUSINESS WIRE)–
In the Company’s Condensed Consolidated Statements Of Operations And Comprehensive Loss, this release corrects “Net loss per common share, basic and diluted” and “Weighted-average shares used to compute basic and diluted net loss per share” for the three months ended June 30, 2020.

The updated release reads:

OUSTER REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS

$7.4 million in revenue, up 72% year over year, and 26% gross margins

Record shipments of over 1,460 sensors

Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-resolution digital lidar sensors for the industrial, smart infrastructure, robotics, and automotive industries, today announced financial results for the three months ended June 30, 2021.

Second Quarter 2021 Financial Highlights

  • $7.4 million in revenue, up 72% year over year, and up 11% from first quarter 2021.
  • 26% gross margins, up from 9% in second quarter 2020 and consistent with first quarter 2021.
  • Shipped over 1,460 sensors, an increase of 342% year over year, and a 49% increase over first quarter 2021.
  • Increased the total number of Strategic Customer Agreements to 53, collectively representing over $422 million in contracted revenue opportunity.1
  • Net loss increased to $32.0 million, compared to $11.3 million in second quarter 2020 and $21.0 million in first quarter 2021.
  • Adjusted EBITDA loss increased to $14.1 million, up from $9.3 million year over year and $10.0 million in first quarter 2021.

Revenue growth was driven by the increases in sales volume compared to the first quarter of 2021. Stability in margins was attributable to decreases in cost per unit as the Company continued to realize economies of scale in its production capabilities. The Company maintained margin stability despite ongoing supply chain challenges relating to the global shortage of semiconductors, and Ouster’s move towards multi-year agreements with negotiated customer pricing causing declines in average selling prices (ASPs). The increase in Adjusted EBITDA loss was primarily due to the Company’s continued investments in its hardware roadmap, software, and expansion of its commercial team.

Business Outlook and 2021 Guidance

For the full year 2021, Ouster expects to achieve $33 million to $35 million of revenue and 25% to 27% gross margins.

Ouster CEO Angus Pacala commented, “We believe our second quarter results demonstrate that we continue on our path of becoming the leading lidar company across each of our four verticals. We believe we have the most differentiated technology and the most diversified customer base among lidar companies, as well as a proven ability to execute. Ouster continues to invest in its long term growth by improving product performance, lowering costs, and growing revenues.”

Ouster CFO Anna Brunelle added, “We are investing in growing a best-in-class commercial organization to expand and support our customer base as well as in developing our highly competitive product roadmap, which we believe will allow Ouster to pull ahead in each of our verticals over time.”

____________________________

1 “Strategic Customer Agreements” or “SCAs” establish a multi-year purchase and supply framework for Ouster and the customer, and include details about customer programs and applications where the customer intends to use Ouster products. SCAs also include multi-year non-binding customer forecasts (typically of three to five years in length) giving Ouster visibility to the customer’s long-term purchasing requirements, mutually agreed upon pricing over the duration of the agreement, and in certain cases include multi-year binding purchase commitments. “Contracted revenue opportunity” represents the sum of both binding purchase commitments and non-binding forecasts. No assurances can be given that non-binding forecasts will mature into binding purchase commitments, or that any contracted revenue opportunity will result in revenue. No additional revenue opportunity beyond the customer’s actual forecast has been imputed.

Conference Call Information

Ouster will host a conference call and live webcast for analysts and investors at 5 p.m. EST on August 9, 2021 to discuss its financial results for the second quarter 2021 and business outlook. To access the call, please register by visiting the website http://www.directeventreg.com/registration/event/3563829.

Upon registering, each participant will be provided with call details and a registrant ID. The webcast will be accessible for at least 30 days on Ouster’s investor relations website at https://investors.ouster.com/. A telephonic replay of the conference call will be available via phone through August 23, 2021. To access the replay, please dial (800) 585-8367 from the U.S. or (416) 621-4642 from outside the U.S. and enter the conference ID number: 3563829.

About Ouster

Ouster (NYSE: OUST) is a leading provider of high-resolution digital lidar sensors for the industrial, smart infrastructure, robotics, and automotive industries. Ouster products offer an excellent combination of price and performance and are built to a set of requirements that are flexible enough to span hundreds of use cases and enable revolutionary autonomy across industries. Ouster has approximately 600 customers in over 50 countries with offices in the Americas, Europe, Asia-Pacific and the Middle East. For more information, visit www.ouster.com, or connect with us on Twitter or LinkedIn.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding Ouster’s potential revenue opportunity from Strategic Customer Agreements, financial outlook and market positioning. Forward-looking statements give Ouster’s current expectations and projections relating to its financial condition, competitive position, future results of operations, plans, objectives, future orders and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “will”, “should”, “can have”, “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: Ouster’s limited operating history and history of losses; the negotiating power and product standards of its customers; fluctuations in its operating results; cancellation or postponement of contracts or unsuccessful implementations; the adoption of its products and the growth of the lidar market generally; its ability to grow its sales and marketing organization; substantial research and development costs needed to develop and commercialize new products; the competitive environment in which it operates; selection of our products for inclusion in target markets; its future capital needs; its ability to use tax attributes; its dependence on key third party suppliers, in particular Benchmark Electronics, Inc., and manufacturers; ability to maintain inventory and the risk of inventory write-downs; inaccurate forecasts of market growth; its ability to manage growth; the creditworthiness of our customers; risks related to acquisitions; risks related to international operations; risks of product delivery problems or defects; costs associated with product warranties; its ability to maintain competitive average selling prices or high sales volumes or reduce product costs; conditions in its customers industries; its ability to recruit and retain key personnel; its use of professional employer organizations; its ability to adequately protect and enforce its intellectual property rights; its ability to effectively respond to evolving regulations and standards; risks related to operating as a public company; risks related to the COVID-19 pandemic; and other important factors discussed in the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2021, and in other reports the Company files with or furnishes to the SEC. Any such forward-looking statements represent management’s estimates and beliefs as of the date of this press release. While Ouster may elect to update such forward-looking statements at some point in the future, other than as required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change.

Non-GAAP Financial Measures

In addition to its results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), Ouster believes the non-GAAP measure of Adjusted EBITDA is useful in evaluating its operating performance. Ouster calculates Adjusted EBITDA as net loss excluding interest expense (income), net, other expense (income), net, stock-based compensation and depreciation and amortization. Ouster believes that Adjusted EBITDA may be helpful to investors because it provides consistency and comparability with past financial performance and may be helpful in comparing with other companies, some of which use similar non-GAAP information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non‑GAAP measures used by other companies. Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures are included at the end of this press release.

OUSTER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except share and per share data)

 

 

June 30,

2021

 

December 31,

2020

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

240,148

 

 

$

11,362

 

Restricted cash, current

276

 

 

276

 

Accounts receivable, net

4,671

 

 

2,327

 

Inventory, net

4,721

 

 

4,817

 

Prepaid expenses and other current assets

6,367

 

 

2,441

 

Total current assets

256,183

 

 

21,223

 

Property and equipment, net

8,562

 

 

9,731

 

Operating lease, right-of-use assets

10,024

 

 

11,071

 

Restricted cash, non-current

1,004

 

 

1,004

 

Other non-current assets

 

 

3,385

 

Total assets

$

275,773

 

 

$

46,414

 

Liabilities, redeemable convertible preferred stock and stockholders’ equity / (deficit)

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

3,825

 

 

$

6,894

 

Accrued and other current liabilities

6,259

 

 

4,121

 

Short-term debt

 

 

7,130

 

Operating lease liability, current portion

2,895

 

 

2,772

 

Total current liabilities

12,979

 

 

20,917

 

Operating lease liability, long-term portion

10,422

 

 

11,908

 

Warrant liabilities (At June 30, 2021 and December 31, 2020 related party $5,154 and Nil, respectively)

25,471

 

 

49,293

 

Other non-current liabilities

899

 

 

978

 

Total liabilities

49,771

 

 

83,096

 

Commitments and contingencies (Note 7)

 

 

 

Redeemable convertible preferred stock, $0.0001 par value per share; Nil and 131,411,372 shares authorized at June 30, 2021 and December 31, 2020; Nil and 88,434,754 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively (aggregate liquidation preference of Nil and $41,791 at June 30, 2021 and December 31, 2020, respectively)

 

 

39,225

 

Stockholders’ equity / (deficit):

 

 

 

Common stock, $0.0001 par value; 1,000,000,000 and 210,956,516 shares authorized at June 30, 2021 and December 31, 2020, respectively; 161,449,205 and 33,327,294 issued and outstanding at June 30, 2021 and December 31, 2020, respectively

16

 

 

 

Preferred stock, $0.0001 par value; 100,000,000 and Nil shares authorized at June 30, 2021 and December 31, 2020, respectively; Nil and Nil issued and outstanding at June 30, 2021 and December 31, 2020, respectively

 

 

 

Additional paid-in capital

488,329

 

 

133,468

 

Accumulated deficit

(262,343

)

 

(209,375

)

Total stockholders’ equity / (deficit)

226,002

 

 

(75,907

)

Total liabilities, redeemable convertible preferred stock, and stockholders’ equity / (deficit)

$

275,773

 

 

$

46,414

 

OUSTER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share data)

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2021

 

2020

 

2021

 

2020

 

 

 

 

 

 

 

 

Product revenue

$

7,360

 

 

$

2,290

 

 

$

13,971

 

 

$

4,590

 

Service revenue

 

 

1,991

 

 

 

 

1,991

 

Total revenue

7,360

 

 

4,281

 

 

13,971

 

 

6,581

 

Cost of product revenue

 

 

 

 

 

 

 

Cost of product

5,465

 

 

3,862

 

 

10,333

 

 

8,078

 

Cost of services

 

 

26

 

 

 

 

26

 

Total cost of revenue

5,465

 

 

3,888

 

 

10,333

 

 

8,104

 

Gross profit (loss)

1,895

 

 

393

 

 

3,638

 

 

(1,523

)

Operating expenses:

 

 

 

 

 

 

 

Research and development

6,474

 

 

5,678

 

 

11,186

 

 

10,152

 

Sales and marketing

4,614

 

 

1,685

 

 

8,040

 

 

3,911

 

General and administrative

12,197

 

 

3,678

 

 

22,104

 

 

7,344

 

Total operating expenses

23,285

 

 

11,041

 

 

41,330

 

 

21,407

 

Loss from operations

(21,390

)

 

(10,648

)

 

(37,692

)

 

(22,930

)

Other (expense) income:

 

 

 

 

 

 

 

Interest income

139

 

 

1

 

 

140

 

 

23

 

Interest expense

 

 

(398

)

 

(504

)

 

(1,675

)

Other income (expense), net

(10,760

)

 

(267

)

 

(14,912

)

 

(5,423

)

Total other expense, net

(10,621

)

 

(664

)

 

(15,276

)

 

(7,075

)

Loss before income taxes

(32,011

)

 

(11,312

)

 

(52,968

)

 

(30,005

)

Provision for income tax expense

 

 

 

 

 

 

 

Net loss and comprehensive loss

$

(32,011

)

 

$

(11,312

)

 

$

(52,968

)

 

$

(30,005

)

Net loss per common share, basic and diluted

$

(0.21

)

 

$

(0.59

)

 

$

(0.50

)

 

$

(2.23

)

Weighted-average shares used to compute basic and diluted net loss per share

155,923,689

 

 

19,138,365

 

 

106,070,590

 

 

13,452,766

 

 
In the Company’s Condensed Consolidated Statements Of Operations And Comprehensive Loss, this release corrects “Net loss per common share, basic and diluted” and “Weighted-average shares used to compute basic and diluted net loss per share” for the three months ended June 30, 2020.

OUSTER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

 

 

Six Months Ended June 30,

 

2021

 

2020

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net loss

$

(52,968

)

 

$

(30,005

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

Depreciation and amortization

2,254

 

 

1,725

 

Stock-based compensation

11,410

 

 

635

 

Change in right-of-use asset

1,047

 

 

1,075

 

Interest expense on notes and convertible debt

36

 

 

962

 

Amortization of debt issuance costs and debt discount

250

 

 

146

 

Change in fair value of warrant liabilities

14,898

 

 

115

 

Change in fair value of derivative liability

 

 

5,308

 

Inventory write down

144

 

 

1,767

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

(2,344

)

 

(210

)

Inventory

(48

)

 

(2,933

)

Prepaid expenses and other assets

(37

)

 

130

 

Accounts payable

(3,317

)

 

(831

)

Accrued and other liabilities

1,692

 

 

(2,173

)

Operating lease liability

(1,363

)

 

20

 

Net cash used in operating activities

(28,346

)

 

(24,269

)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Purchases of property and equipment

(659

)

 

(1,775

)

Net cash used in investing activities

(659

)

 

(1,775

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Proceeds from the merger and private offering

291,454

 

 

 

Payment of offering costs

(27,124

)

 

 

Repayment of debt

(7,000

)

 

 

Proceeds from issuance of promissory notes to related parties

5,000

 

 

 

Repayment of promissory notes to related parties

(5,000

)

 

 

Repurchase of common stock

(43

)

 

 

Proceeds from exercise of stock options

504

 

 

2

 

Proceeds from issuance of Series B redeemable convertible preferred stock, net of issuance cost of $265

 

 

20,631

 

Net cash provided by financing activities

257,791

 

 

20,633

 

Net increase (decrease) in cash, cash equivalents and restricted cash

228,786

 

 

(5,411

)

Cash, cash equivalents and restricted cash at beginning of period

12,642

 

 

18,405

 

Cash, cash equivalents and restricted cash at end of period

$

241,428

 

 

$

12,994

 

OUSTER, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(unaudited)

(in thousands)

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2021

 

2020

 

2021

 

2020

GAAP net loss

 

$

(32,011

)

$

(11,312

)

$

(52,968

)

$

(30,005

)

Interest expense (income), net

 

 

(139

)

 

397

 

 

364

 

 

1,652

 

Other expense (income), net

 

 

10,760

 

 

267

 

 

14,912

 

 

5,423

 

Stock-based compensation (1)

 

 

6,154

 

 

460

 

 

11,410

 

 

635

 

Non-GAAP operating loss

 

 

(15,236

)

 

(10,188

)

 

(26,282

)

 

(22,295

)

Depreciation and amortization expense

 

1,160

 

 

903

 

 

2,254

 

 

1,725

 

Adjusted EBITDA

 

$

(14,076

)

$

(9,285

)

$

(24,028

)

$

(20,570

)

 
(1) Stock-based compensation for the six months ended June 30, 2021, in cost of revenue, research and development, sales and marketing and general and administrative expenses were $0.3 million, $2.2 million, $1 million and $7.9 million, respectively, and $0.1 million, $0.3 million, $0.1 million and $0.1 million, respectively, for the same period in the prior year.

 

For Investors

Sarah Ewing

[email protected]

For Media

Heather Shapiro

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Software Hardware Electronic Design Automation Data Management Engineering Technology Automotive Manufacturing Manufacturing

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Semrush Announces Second Quarter 2021 Financial Results

Semrush Announces Second Quarter 2021 Financial Results

More than 76,000 Customers as of June 30, 2021

Second Quarter Revenue of $45 million

BOSTON–(BUSINESS WIRE)–
Semrush Holdings, Inc. (NYSE: SEMR), a leading online visibility management SaaS platform, today reported second quarter 2021 financial results for the quarter ended June 30, 2021.

“Semrush entered April with strong momentum, and we sustained that momentum through the second quarter as we grew revenue 13% sequentially and 58% year over year. The year over year increase was driven by a 29% growth in paid users and average check growth of 19%,” said Oleg Shchegolev, CEO and Founder of Semrush.

“We continued to add new capabilities to our platform in the second quarter. Our Social Media Marketing toolkit ended the quarter with more than 30 thousand active users, up 25% sequentially. We also saw rapid growth for our Local Listing Management add-on, as revenue more than doubled from the previous year. I believe these examples illustrate how enhancements to the Semrush platform further extend our advantage over point solution providers,” added Mr. Shchegolev.

Second Quarter 2021 Financial Highlights

  • Total revenue of $45 million, up 58% year over year and up 13% sequentially
  • ARR of $188 million as of June 30, 2021, up 57% year over year
  • Dollar based net revenue retention of 121%, up 500 basis points sequentially
  • Net loss of $279 thousand, an improvement from a loss of $2.1 million a year ago
  • Non-GAAP net income, which excludes stock-based compensation expense, of $290 thousand, an improvement from a loss of $1.9 million a year ago
  • Over 76,000 customers as of June 30, 2021, up 29% compared to a year ago (excludes Prowly customers)

See “Non-GAAP Financial Measures & Definitions of Key Metrics” below for how Semrush defines ARR, dollar based net revenue retention, non-GAAP net income (loss), and the financial tables that accompany this release for reconciliations of each non-GAAP financial measure to its closest comparable GAAP financial measure.

Business Highlights

  • Total add-on revenue growth of more than 75% from the previous year with particular strength in Local Listings Management, which more than doubled.
  • Strong user response to Semrush’s Core Web Vitals, which upon launch has become one of the most popular reports within our Site Audit product. This report helps customers optimize their website user experience and improve organic search rankings.
  • Semrush Social Media Marketing toolkit surpassed 30,000 active users, up approximately 25% sequentially.
  • Semrush launched a new Keyword Difficulty score which incorporates many additional metrics that help users rule out ineffective keywords for best in class SEO performance marketing.

Business Outlook

Based on information as of today, August 9, 2021, we are issuing the following financial guidance:

Third Quarter 2021 Financial Outlook

  • Revenue is expected to be in a range of $47.3 million to $47.7 million, ​​up 47-48% year over year
  • Non-GAAP net loss is expected to be in a range of $4.5 to $4.0 million

Full Year 2021 Financial Outlook

  • Revenue is expected to be in a range of $182 million to $184 million, up 46-47% year over year
  • Non-GAAP net loss is expected to be in a range of $7.9 to $6.3 million

Reconciliation of non-GAAP net loss guidance to the most directly comparable GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from this non-GAAP measure, in particular, the measures and effects of share-based compensation expense, employer taxes and tax deductions specific to equity compensation awards that are directly impacted by future hiring, turnover and retention needs. We expect the variability of the above charges to have a significant, and potentially unpredictable, impact on our future GAAP financial results.

Conference Call Information

Semrush will host a conference call and webcast at 8:30 a.m. Eastern Time, tomorrow, August 10, 2021, to discuss its financial results, business highlights, outlook and other matters. The conference call can be accessed by dialing (833) 329-1691 from the United States and Canada or (236) 714-3944 internationally with conference ID 7178568. The live webcast of the conference call as well as the replay can be accessed for a limited time from the Semrush investor relations website at http://investors.semrush.com.

About Semrush

Semrush is a leading online visibility management SaaS platform that enables businesses globally to run search engine optimization, pay-per-click, content, social media and competitive research campaigns and get measurable results from online marketing. Semrush offers insights and solutions for companies to build, manage, and measure campaigns across various marketing channels. Semrush, with over 76,000 paying customers, is headquartered in Boston and has offices in Philadelphia, Dallas, Prague, St. Petersburg, Warsaw, and Limassol.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements include, but are not limited to, guidance on financial results for the third quarter and full year of 2021; statements about future operating results; statements regarding the expectations of demand for our products, including adoption of and demand for new products and features, and growth of our business; statements about the growth rates in the markets in which we compete and our competitive advantages; and statements about our investments in technology and infrastructure, ability to deliver innovative solutions and ability to attract new paying customers.

The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”), including in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our filings with the Securities and Exchange Commission (“SEC”), including the final prospectus for our initial public offering filed with the SEC on March 25, 2021, as updated by our subsequently filed quarterly reports and other SEC filings. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. The forward-looking statements in this release are based on information available to Semrush as of the date hereof, and Semrush disclaims any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing Semrush’s views as of any date subsequent to the date of this press release.

Additional information regarding these and other factors that could affect Semrush’s results is included in Semrush’s SEC filings, which may be obtained by visiting Semrush’s Investor Relations page on its website at investors.semrush.com or the SEC’s website at www.sec.gov.

Non-GAAP Financial Measures & Definitions of Key Metrics

Semrush has provided in this release the non-GAAP financial measure of non-GAAP net income (loss). Semrush uses this non-GAAP financial measure internally in analyzing its financial results and believes it is useful to investors, as a supplement to GAAP measures, in evaluating Semrush’s ongoing operational performance. Semrush believes that the use of this non-GAAP financial measure provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing its financial results with other companies in Semrush’s industry, many of which present similar non-GAAP financial measures to investors.

Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.

ARR is defined as the daily revenue of all paid subscription agreements that are actively generating revenue as of the last day of the reporting period multiplied by 365. Semrush includes both monthly recurring paid subscriptions, which renew automatically unless cancelled, as well as the annual recurring paid subscriptions so long as Semrush does not have any indication that a customer has cancelled or intends to cancel its subscription and Semrush continues to generate revenue from them.

Dollar Based Net Revenue Retention is defined as (a) the revenue from our customers during the twelve-month period ending one year prior to such period as the denominator and (b) the revenue from those same customers during the twelve months ending as of the end of such period as the numerator. This calculation excludes revenue from new customers and any non-recurring revenue.

Non-GAAP net income (loss). We define non-GAAP net income (loss) as GAAP income (loss), excluding stock-based compensation expense. We believe non-GAAP net income (loss) provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as it eliminates the effect of stock-based compensation, which is often unrelated to overall operating performance.

 

Semrush Holdings Inc.

Condensed Consolidated Statement of Operations (Unaudited)

(in thousands, except per share data)

 
Three Months Ended June 30,

 

2021

 

 

2020

 

Revenue

$

45,005

 

$

28,452

 

Cost of revenue (1)

 

10,238

 

 

7,055

 

Gross profit

 

34,767

 

 

21,397

 

 
Operating expenses
Sales and marketing (1)

 

18,298

 

 

12,704

 

Research and development (1)

 

5,964

 

 

4,001

 

General and administrative (1)

 

10,520

 

 

6,570

 

Total operating expenses

 

34,782

 

 

23,275

 

Income (loss) from operations

 

(15

)

 

(1,878

)

Other income (expense), net

 

(123

)

 

(138

)

Income (loss) before income taxes

 

(138

)

 

(2,016

)

Provision for income taxes

 

141

 

 

92

 

Net income (loss)

$

(279

)

$

(2,108

)

 
 
Net income (loss) per share attributable to common stockholders:
Basic and diluted:

$

(0.00

)

$

(0.02

)

Weighted-average number of shares of common
stock used in computing net income (loss) per share
applicable to common stockholders:
Basic:

 

135,312

 

 

94,738

 

Diluted:

 

135,312

 

 

94,738

 

 
(1) Includes stock-based compensation expense as follows
 
Three Months Ended June 30,

 

2021

 

 

2020

 

Cost of Revenue

$

7

 

$

5

 

Sales and Marketing

 

52

 

 

27

 

Research and Development

 

68

 

 

29

 

General and Administrative

 

442

 

 

148

 

Total stock-based compensation

$

569

 

$

209

 

 
Reconciliation of non-GAAP Financial Measures
 
Net income/(loss) and comprehensive income/(loss)

$

(279

)

$

(2,108

)

Stock-based compensation expense

 

569

 

 

209

 

Non-GAAP net income/(loss)

$

290

 

$

(1,899

)

 

Semrush Holdings Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands, except per share data)

 
As of
June 30, 2021 December 31, 2020
Assets
Current assets
Cash and cash equivalents

$

180,759

 

$

35,531

 

Accounts receivable

 

2,722

 

 

1,399

 

Deferred contract costs, current portion

 

5,418

 

 

4,049

 

Prepaid expenses and other current assets

 

7,180

 

 

2,649

 

Total current assets

 

196,079

 

 

43,628

 

Property and equipment, net

 

8,396

 

 

2,968

 

Intangible assets, net

 

2,127

 

 

2,231

 

Goodwill

 

1,991

 

 

1,991

 

Deferred contract costs, net of current portion

 

2,140

 

 

1,670

 

Other long-term assets

 

1,026

 

 

2,470

 

Total assets

$

211,759

 

$

54,958

 

 
Liabilities, Redeemable Convertible Preferred Stock and
Stockholders’ Deficit
Current liabilities
Accounts payable

$

9,135

 

$

8,654

 

Accrued expenses

 

12,847

 

 

7,719

 

Deferred revenue

 

34,652

 

 

26,537

 

Other current liabilities

 

1,859

 

Total current liabilities

 

58,493

 

 

42,910

 

Long-term liabilities
Deferred revenue, net of current portion

 

237

 

 

123

 

Deferred tax liability

 

126

 

 

209

 

Other long-term liabilities

 

3,438

 

 

497

 

Total liabilities

 

62,294

 

 

43,739

 

 
 
Series A redeemable convertible preferred stock, $0.00001 par value – no shares authorized, issued or outstanding as of June 30, 2021; 3,379,400 shares authorized, issued and outstanding as of December 31, 2020; no shares issued or outstanding as of June 30, 2021 (liquidation value of $8,000 at December 31, 2020)
 
 

 

 

 

7,789

 

Series A-1 redeemable convertible preferred stock, $0.00001 par value – no shares authorized, issued or outstanding as of June 30, 2021; 1,837,600 shares authorized, issued and outstanding as of December 31, 2020; (liquidation value of $5,000 at December 31, 2020)
 

 

 

 

10,270

 

Stockholders’ equity (deficit)
Series B convertible preferred stock, $0.00001 par value – no shares authorized, issued or outstanding as of June 30, 2021; 4,681,400 shares authorized, issued and outstanding as of December 31, 2020; (liquidation value of $24,000 at December 31, 2020)
 
 

 

 

 

24,000

 

Undesignated preferred stock, $0.00001 par value – 100,000,000 shares authorized, no shares issued or outstanding as of June 30, 2021; no shares authorized, issued, or outstanding as of December 31, 2020
 

 

 

 

 

Common stock, $0.00001 par value – no shares authorized, issued, or outstanding as of June 30, 2021; 300,000,000 shares authorized; 95,206,893 shares issued at December 31, 2020, and 95,050,041 shares outstanding at December 31, 2020
 
 

 

 

 

 

Class A common stock, $0.00001 par value; 1,000,000,000 shares authorized, and 10,000,000 shares issued and outstanding as of June 30, 2021; no shares authorized, issued or outstanding as of December 31, 2020
 

 

 

Class B common stock, $0.00001 par value; 160,000,000 shares authorized, and 124,905,954 shares issued and 124,749,102 outstanding as of June 30, 2021; no shares authorized, issued or outstanding as of December 31, 2020
 

 

1

 

Additional paid-in capital

 

184,087

 

 

4,975

 

Accumulated deficit

 

(34,623

)

 

(35,815

)

Total stockholders’ equity (deficit)

 

149,465

 

 

(6,840

)

Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit

$

211,759

 

$

54,958

 

 

Semrush Holdings Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

 
Six Months Ended
June 30,

 

2021

 

 

2020

 

 
Operating Activities
Net income (loss)

$

1,192

 

$

(4,039

)

Adjustments to reconcile net loss to net cash provided by
operating activities
Depreciation and amortization expense

 

1,447

 

 

474

 

Amortization of deferred contract costs

 

2,950

 

 

2,259

 

Stock-based compensation expense

 

1,162

 

 

414

 

Non-cash interest expense

 

104

 

 

 

Deferred tax

 

(83

)

 

(108

)

Changes in operating assets and liabilities
Accounts receivable

 

(1,324

)

 

603

 

Deferred contract costs

 

(4,789

)

 

(3,114

)

Prepaid expenses and other current assets

 

(4,530

)

 

(788

)

Accounts payable

 

720

 

 

438

 

Accrued expenses

 

4,981

 

 

2,589

 

Deferred revenue

 

8,229

 

 

2,233

 

Net cash provided by operating activities

 

10,059

 

 

961

 

Investing Activities
Purchases of property and equipment

 

(750

)

 

(1,792

)

Purchases of convertible debt securities

 

(500

)

 

 

Capitalization of internal-use software development costs

 

(271

)

 

(700

)

Cash paid for acquisition of business, net of cash acquired

 

(350

)

 

 

Net cash used in investing activities

 

(1,871

)

 

(2,492

)

Financing Activities
Proceeds from exercise of stock options

 

26

 

 

 

Net proceeds from completing initial public offering

 

137,467

 

 

 

Payment of capital leases

 

(453

)

Payment of deferred offering costs

 

 

 

(38

)

Net cash (used in) provided by financing activities

 

137,040

 

 

(38

)

Increase in cash, cash equivalents, and restricted cash

 

145,228

 

 

(1,569

)

Cash, cash equivalents, and restricted cash, at beginning of period

 

35,619

 

 

37,523

 

Cash, cash equivalents, and restricted cash, at end of period

$

180,847

 

$

35,954

 

 

MEDIA:

Vincent Schiano

Semrush Holdings, Inc.

[email protected]

INVESTOR:

Bob Gujavarty

Semrush Holdings, Inc

[email protected]

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Technology Public Relations/Investor Relations Marketing Advertising Communications Software Internet Social Media Search Engine Optimization Search Engine Marketing

MEDIA:

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Planet Fitness To Expand Global Footprint In Mexico

Company Signs Development Agreement to Open Minimum of 80 Planet Fitness Locations and Accelerate Growth; Largest Development Agreement in Company History

PR Newswire

HAMPTON, N.H., Aug. 9, 2021 /PRNewswire/ — Planet Fitness, Inc. (NYSE: PLNT), one of the largest and fastest-growing global franchisors and operators of fitness centers with more members than any other fitness brand, today announced that it has signed a franchise agreement with Fitness Para Todos,  S. de. R.L. de C.V. (“FPT”), to accelerate growth and dramatically expand its footprint in Mexico with the development of a minimum of 80 new stores over the next five years.

FPT is a joint venture between the Ibarra Group (IBG), a prominent Mexican retail services company with a strong track record successfully growing several leading U.S. brands such as Old Navy, American Eagle and Aéropostale in the Mexican market for more than 30 years, and Argonne Capital Group, one of the largest investors within the Planet Fitness system with over 95 locations in the U.S.

Planet Fitness currently has 2,170 stores in 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia. There are currently five Planet Fitness clubs in Mexico, all operating in the Monterrey area.

“This significant development agreement is a testament to the progress we have made executing against our strategic international growth and development plans,” said Chris Rondeau, Chief Executive Officer at Planet Fitness. “With this expansion, we are meeting an important need in the market as 73 percent of the Mexican population is overweight* and 97 percent of the population doesn’t yet belong to a gym**. As we further expand the Judgement Free Zone and bring our high-quality and affordable fitness experience to Mexico, FPT is an ideal franchise group to partner with given their deep knowledge of the local markets, and their real estate, marketing and operational expertise.”

“We are eager to join the Planet Fitness system and partner with them on their continued international expansion,” said Carlos Ibarra, founder and owner of IBG. “We believe that there is a huge opportunity to serve millions of Mexicans who are searching for a non-intimidating, high-quality and affordable fitness experience. Planet Fitness’ offering far exceeds anything else offered in the Mexican market.”

“We are excited to bring world class partners like Carlos Ibarra and his management team into our system,” said Ray Miolla, Chief Development Officer at Planet Fitness. “We believe that Mexico presents a large opportunity to further scale our brand internationally, and this new agreement will help to make Planet Fitness a national brand across all of Mexico. Looking ahead, we believe we are well-positioned to capitalize on the opportunity in Mexico and our long-term potential in current and future international markets.”

Planet Fitness offers a high-quality fitness experience for extremely affordable prices, including a variety of benefits, such as a welcoming judgement free environment, state-of-the-art cardio machines and strength equipment, 30-Minute Express Circuit, fully equipped locker rooms and more. The Planet Fitness Black Card® membership in Mexico includes additional perks, such as access to any club in the world at no additional charge, the ability to bring a guest anytime, and additional amenities like unlimited use of massage chairs, HydroMassage® beds, Total Body Enhancement booths, a daily blow-dry or haircut, and more.

For more information on Planet Fitness and to find a club near you, visit www.PlanetFitness.com.

OECD, “Launch of the Study: ‘The Heavy Burden of Obesity: The Economics of Prevention'”

** The 2020 IHRSA Global Report “The State of the Health Club Industry”


About Planet Fitness

Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the United States by number of members and locations. As of June 30, 2021, Planet Fitness had more than 14.8 million members and 2,170 stores in 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia. The Company’s mission is to enhance people’s lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone®. More than 95% of Planet Fitness stores are owned and operated by independent business men and women.

 

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SOURCE Planet Fitness, Inc.