Walker & Dunlop to Acquire Industry-Leading Housing Research and Investment Banking Firm Zelman & Associates

PR Newswire

BETHESDA, Md., May 5, 2021 /PRNewswire/ — Walker & Dunlop, Inc. announced today that it has entered into an agreement to acquire a controlling interest in Zelman & Associates (“Zelman”), the leading housing research and investment banking firm in the United States.

Founded in 2007 by Ivy Zelman and Dennis McGill, Zelman has earned an impressive reputation among institutional investors and business executives alike for its unbiased, in-depth research, insightful analysis and trusted advisory services. Zelman’s research is differentiated by its tenured housing experience, proprietary surveys anchored by an unparalleled network of executive-level leaders, and an acute ability to identify and synthesize developing investment and fundamental themes. The firm’s expertise spans macro, sector and company-specific trends across all areas of housing, including homebuilding, building products, demographics, multifamily, single-family rentals, mortgage finance and real estate technology and services.  Zelman also operates an investment bank, led by Tony McGill, focused exclusively on the housing sector. The Zelman team has an extensive track record in the M&A, debt and equity transaction markets, including private debt and equity placements, IPOs and secondary equity offerings, public debt underwritings, project and platform-specific capital raises, corporate valuations and buy and sell-side M&A advisory services.

Walker & Dunlop Chairman and CEO Willy Walker stated, “We are extremely excited to be joining forces with Zelman, one of the most recognizable brands in the housing industry known for high-quality research and must-read opinions on the sector. The combination of our two companies from a research and data standpoint will provide our bankers and brokers with unrivaled insight into the housing sector and local markets in support of their clients and transactions, and firmly establish Walker & Dunlop as the preeminent resource for housing investors and business leaders. The single-family and multifamily housing industries are converging within the single-family rental and build-for-rent asset classes, and Zelman’s unique research and Walker & Dunlop’s banking and brokerage operations will be a powerful combination as these asset classes are further institutionalized.”

Mr. Walker continued, “We are also incredibly excited to add Zelman’s investment banking platform to Walker & Dunlop. Investment banking is a key component of Walker & Dunlop’s Drive to ’25, and we plan to invest in the business to expand Zelman’s coverage, with a priority focus on the multifamily and single-family rental sectors.  Zelman’s reputation as an industry leading independent investment bank, and extensive experience providing M&A advisory services and capital markets solutions for billions of dollars in transactions throughout the housing sector, will be a wonderful foundation upon which to build our broader business. The addition of Zelman’s research and investment banking professionals further cement Walker & Dunlop as a trusted and valuable partner to our clients.”

Zelman Chief Executive Officer Ivy Zelman commented, “Since our firm’s founding nearly 14 years ago, the Zelman team has been unwavering in our commitment to extremely high-quality research, elite client service and the utmost integrity behind our opinions and advice. I believe that Walker & Dunlop directly aligns with these values and that our research and insights will be extremely beneficial to the company’s talented bankers, brokers and client base. In turn, we will expand our research and data analytics capabilities by gaining access to W&D’s firsthand market intelligence, management of a massive loan servicing portfolio, existing technologies, and wonderfully innovative marketing capabilities. We are excited to continue growing our housing-focused research and investment banking businesses in partnership with the #1 capital provider to the multifamily industry.”

Zelman & Associates is based in New York, NY and Cleveland, OH and has 25 employees, all of whom will join Walker & Dunlop upon closing of the acquisition. Completion of the transaction is subject to customary consents and regulatory approvals and is expected to close during the third quarter 2021.

About Walker & Dunlop

Walker & Dunlop (NYSE: WD) is the largest provider of capital to the multifamily industry in the United States and the fourth largest lender on all commercial real estate including industrial, office retail, and hospitality. Surpassing $41 billion of total transaction volume in 2020, Walker & Dunlop enables real estate owners and operators to bring their visions of communities — where Americans live, work, shop and play — to life. With 1,000 employees across every major U.S. market, Walker & Dunlop’s people, technology, and customer insight have allowed it to grow faster than industry peers and deliver total shareholder return of over 800% in its first ten years as a public company.

About Zelman & Associates
Founded in 2007 by Ivy Zelman and Dennis McGill, Zelman & Associates is the leading institutional research advisory and investment banking firm dedicated exclusively to the U.S. housing industry. Zelman provides distinguished institutional research and investment banking capabilities with the highest levels of client service, trust, sophistication and credibility unique to the housing, institutional research and investment banking industries.

All securities offered through Zelman Partners LLC, a registered broker dealer and member of FINRA and SIPC.

Forward-Looking Statements
Some of the statements contained in this press release may constitute forward-looking statements within the meaning of the federal securities laws.

The forward-looking statements reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed or contemplated in any forward-looking statement.

While the forward-looking statements reflect our good faith projections, assumptions and expectations, they are not guarantees of future results. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law. Factors that could cause our results to differ materially include, but are not limited to: (1) general economic conditions and multifamily and real estate market conditions, and (2) our ability to successfully integrate Zelman’s operations into our current business.

For a further discussion of these and other factors that could cause future results to differ materially from those expressed or contemplated in any forward-looking statements, see the section titled ”Risk Factors” in our most recent Annual Report on Form 10-K, as it may be updated or supplemented by our Quarterly Reports on Form 10-Q and our other filings with the SEC.  Such filings are available publicly on our Investor Relations web page at www.walkerdunlop.com

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SOURCE Walker & Dunlop, Inc.

Ault Global HoldingsReports Preliminary Q1 2021 Financial Results

Ault Global HoldingsReports Preliminary Q1 2021 Financial Results

Q1 2021 Revenue of Approximately $13 Million, Up 132% From the Prior Year’s Quarter

Q1 2021 Net Income of Approximately $1.5 Million Compared to a $6.5 Million Loss in the Prior Year’s Quarter

LAS VEGAS–(BUSINESS WIRE)–Ault Global Holdings, Inc. (NYSE American: DPW) a diversified holding company (the “Company”), reports preliminary financial results for its first quarter ended March 31, 2021.

Q1-2021 highlights

  • Revenue of approximately $13 million, an increase of approximately 132% from $5.6 million in the prior first fiscal quarter.
  • Revenue from lending and investing activities of approximately $5 million due to the allocation of capital to the Company’s wholly-owned subsidiary, Digital Power Lending, LLC;
  • Revenue from cryptocurrency mining of approximately $130,000 as the Company resumed cryptocurrency mining operations with approximately 1,000 miners during March 2021; and
  • Net income of approximately $1.5 million for the quarter, which represents the first quarterly profit under current management.

Ault Global’s Founder and Executive Chairman, Milton “Todd” Ault, III said, “Our positive financial results in the first quarter of 2021 result from years of strategic planning. During this time, we have strengthened our operating businesses, funded Digital Power Lending, our financial services subsidiary, and improved our balance sheet tremendously. We are pleased to report significant revenue growth and are optimistic of the long-term potential of Digital Power Lending. As I said in the previous quarter when commenting about our fiscal year ended December 31, 2020, with the strongest balance sheet in the Company’s history, a capable team, and a talented group of CEOs at the subsidiary level, the future prospects look bright for the Company in the short and long term.”

Mr. Ault added “I believe the current quarter results demonstrate that our holding company platform works and provides the Company strength through the diversity of our holdings. Our recent capital raise of approximately $165 million has enabled us to fund our subsidiaries and eliminate our high-cost debt. We see strength across all our subsidiaries and expect to allocate additional capital to our lending and investment platform in the second quarter. Simply stated, we are in the strongest position of our company’s 52-year history. The preliminary first quarter results constitute a promising start to 2021. Considering our subsidiaries in defense, electric vehicle chargers, power electronic businesses, data center, crypto-mining, and our lending and investment platform the road ahead is bright.”

For more information on Ault Global Holdings and its subsidiaries, the Company recommends that stockholders, investors and any other interested parties read the Company’s public filings with the SEC and press releases available under the Investor Relations section at www.AultGlobal.com or available at www.sec.gov.

About Ault Global Holdings, Inc.

Ault Global Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Global Holdings’ headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.AultGlobal.com.

Forward-Looking Statements

This press release contains “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. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.AultGlobal.com.

[email protected] or 1-888-753-2235

KEYWORDS: United States North America Nevada

INDUSTRY KEYWORDS: Other Manufacturing Other Transport Contracts Finance Consulting Transport Professional Services Aerospace Manufacturing Defense

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ICON plc to Present at the BofA Securities 2021 Virtual Healthcare Conference and the UBS Virtual Global Healthcare Conference

ICON plc to Present at the BofA Securities 2021 Virtual Healthcare Conference and the UBS Virtual Global Healthcare Conference

DUBLIN–(BUSINESS WIRE)–ICON plc, (NASDAQ: ICLR) a global provider of outsourced drug and device development and commercialisation services to pharmaceutical, biotechnology, medical device and government and public health organisations, today announced that Mr. Brendan Brennan, CFO of ICON plc, will present at:

  • The BofA Securities 2021 Virtual Healthcare Conference on Wednesday, May 12, 2021. The presentation will be webcast live from 08.00am ET; and
  • the UBS Virtual Global Healthcare Conference on Monday, May 24, 2021 at 08.00am ET.

Any changes to these events and links to the live webcasts (where available) will be posted on the Investor section of our website under “Events”.

About ICON plc

ICON plc is a global provider of outsourced drug and device development and commercialisation services to pharmaceutical, biotechnology, medical device and government and public health organisations. The company specialises in the strategic development, management and analysis of programs that support clinical development – from compound selection to Phase I-IV clinical studies. With headquarters in Dublin, Ireland, ICON employed approximately 16,070 employees in 89 locations in 43 countries as at March 31, 2021. For further information about ICON, visit: www.iconplc.com and www.iconplc.com/pra.

This press release contains forward-looking statements. These statements are based on management’s current expectations and information currently available, including current economic and industry conditions. These statements are not guarantees of future performance or actual results, and actual results, developments and business decisions may differ from those stated in this press release. The forward-looking statements are subject to future events, risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the statements, including, but not limited to, the ability to enter into new contracts, maintain client relationships, manage the opening of new offices and offering of new services, the integration of new business mergers and acquisitions, the impact of COVID-19 on our business, as well as other economic and global market conditions and other risks and uncertainties detailed from time to time in SEC reports filed by ICON, all of which are difficult to predict and some of which are beyond our control. For these reasons, you should not place undue reliance on these forward-looking statements when making investment decisions. The word “expected” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are only as of the date they are made and we do not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise. More information about the risks and uncertainties relating to these forward-looking statements may be found in SEC reports filed by ICON, including its Form 20-F, F-1, S-8 and F-3, which are available on the SEC’s website at http://www.sec.gov.

As announced on February 24th, 2021, ICON and PRA Health Sciences (“PRA”) have entered into a definitive merger agreement. This communication does not constitute an offer to sell or buy or the solicitation of any offer to buy or sell any securities, nor shall there be any sale of securities in a jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting regulatory requirements of Section 10 of the Securities Act of 1933. In connection with the proposed transaction, ICON has filed a registration statement on Form F-4 (File No. 333-254891) with the SEC containing a prospectus of ICON that also constitutes a proxy statement of each of ICON and PRA.

This communication is not a substitute for the joint proxy statement/prospectus or registration statement or for any other document that ICON or PRA have filed or may file with the SEC in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF ICON AND PRA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by ICON or PRA through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by ICON will be available free of charge on ICON’s website at https://www.iconplc.com and copies of the documents filed with the SEC by PRA will be available free of charge on PRA’s website at https://www.prahs.com/. Additionally, copies may be obtained by contacting the investor relations departments of ICON or PRA.

ICON and PRA and certain of their respective directors, certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction under the rules of the SEC. Information about the directors and executive officers of ICON is set forth in its annual report on Form 20-F, which was filed with the SEC on February 24, 2021. Information about the directors and executive officers of PRA is set forth in its Amendment to Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, which was filed with the SEC on March 30, 2021. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the potential transaction are included in the registration statement and joint proxy statement/prospectus and other relevant materials filed with the SEC.

Source: ICON plc

ICON/ICLR-G

Investor Relations +1888 381 7923 or

Jonathan Curtain Vice President Corporate Finance and Investor Relations +353 1 291 2000

KEYWORDS: Europe Ireland United Kingdom

INDUSTRY KEYWORDS: Professional Services Medical Devices Health Finance Pharmaceutical Biotechnology

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New Residential Investment Corp. Announces First Quarter 2021 Results

New Residential Investment Corp. Announces First Quarter 2021 Results

NEW YORK–(BUSINESS WIRE)–
New Residential Investment Corp. (NYSE: NRZ; “New Residential” or the “Company”) today reported the following information for the first quarter ended March 31, 2021:

FIRST QUARTER 2021 FINANCIAL HIGHLIGHTS:

  • GAAP Net Income of $277.6 million, or $0.65 per diluted common share(1)

    • $222.8 million Pre-Tax Income from Origination and Servicing(2)
  • Core Earnings of $144.8 million, or $0.34 per diluted common share(1)(3)
  • Common Dividend of $82.9 million, or $0.20 per common share(1)
  • Book Value per common share of $11.35(1)
  • $1.0 billion of cash as of March 31, 2021

 

Q1 2021

 

Q4 2020

 

Summary Operating Results:

 

 

 

 

GAAP Net Income (Loss) per Diluted Common Share(1)

$

0.65

 

 

$

0.16

 

 

GAAP Net Income (Loss)

$

277.6

 

million

$

68.6

 

million

 

 

 

 

 

Non-GAAP Results:

 

 

 

 

Core Earnings per Diluted Common Share(1)

$

0.34

 

 

$

0.32

 

 

Core Earnings(3)

$

144.8

 

million

$

137.0

 

million

 

 

 

 

 

NRZ Common Dividend:

 

 

 

 

Common Dividend per Share(1)

$

0.20

 

 

$

0.20

 

 

Common Dividend

$

82.9

 

million

$

82.9

 

million

“We delivered strong results across all of our business lines and operating companies in the first quarter of 2021,” said Michael Nierenberg, Chairman, Chief Executive Officer and President of New Residential. “Our results to start the year were driven by an improvement in our MSR portfolio as rates moved higher, and the expansion of our operating platform, particularly as it related to producing record funding volume and growing our recapture performance. As mortgage speeds continue to slow and MSR cash flows extend, we anticipate additional benefit to our MSR portfolio. Looking forward, while we anticipate that origination margins will continue to normalize, we see additional room to grow origination market share and see compelling opportunities for earnings growth in our investment portfolio, specifically in the MSR portfolio, call business and loan strategy.”

“We also believe that once we close our acquisition of Caliber Home Loans, Inc., we will be able to utilize Caliber’s robust technology, outstanding purchase platform and strong recapture performance to further enhance our Company’s earnings power and overall strategy,” added Mr. Nierenberg.

FIRST QUARTER 2021 COMPANY HIGHLIGHTS:

  • Origination
    • Segment pre-tax income of $191.2 million (down 23% QoQ and up 218% YoY)(2)
    • Record quarterly origination funded production of $27.2 billion in unpaid principal balance (“UPB”) (up 14% QoQ and up 138% YoY)
    • Total gain on sale margin of 1.43% for the first quarter 2021 compared to 1.57% for the fourth quarter 2020
  • Servicing
    • Quarterly segment pre-tax net income of $31.6 million (down 34% QoQ and up 4% YoY)(2)
    • Servicing portfolio grew to $304.6 billion in UPB (up 2% QoQ and up 10% YoY)
  • Mortgage Servicing Rights (“MSRs”) and Servicer Advances
    • MSR portfolio totaled approximately $515 billion UPB as of March 31, 2021 compared to $537 billion UPB as of December 31, 2020(4)
    • Servicer advance balances of $3.4 billion as of March 31, 2021, compared to $3.6 billion as of December 31, 2020
  • Residential Securities and Call Rights
    • Purchased $1.6 billion (net face value) of agency securities
    • Sold $186 million (face value) of non-agency securities
    • Called non-agency collateral of $636 million UPB(5)
  • Residential Loans
    • Sold $750 million (face value) of residential loans
    • Securitized $263 million (face value) of residential loans
    • Bought $333 million of early buyout (“EBO”) loans
  • Financing and Leverage
    • Overall leverage of 3.5x compared to 3.6x as of December 31, 2020(6)

      • Leverage excluding agency securities of 1.1x at March 31, 2021 compared to 1.2x as of December 31, 2020
  • Second Quarter 2021 Commentary(7)
    • Announced entering into a definitive agreement to acquire Caliber Home Loans, Inc.
    • Raised $522.4 million of gross proceeds in a 51.7 million share common stock offering on April 19, 2021(8)
    • Estimated Q2’21 Funded Origination Volume of approximately $22 billion to $24 billion UPB
    • Estimated Q2’21 Servicing Portfolio UPB of approximately $305 billion UPB
    • Through April 28, 2021, called non-agency collateral of $100 million UPB(5)(9)

(1)

Per common share calculations for both GAAP Net Income (Loss) and Core Earnings are based on 429,491,379 and 425,127,967 weighted average diluted shares during the quarter ended March 31, 2021 and December 31, 2020, respectively. Per share calculations of both Common Dividend and Book Value are based on 414,797,263 and 414,744,518 basic common shares outstanding as of March 31, 2021 and December 31, 2020, respectively.

 

(2)

Includes non-controlling interests.

 

(3)

Core Earnings is a non-GAAP financial measure. For a reconciliation of Core Earnings to GAAP Net Income, as well as an explanation of this measure, please refer to Non-GAAP Measures and Reconciliation to GAAP Net Income below.

 

(4)

Includes excess and full MSRs.

 

(5)

Call rights UPB estimated as of March 31, 2021. The UPB of the loans relating to our call rights may be materially lower than the estimates in this release, and there can be no assurance that we will be able to execute on this pipeline of callable deals in the near term, on the timeline presented above, or at all, or that callable deals will be economically favorable. The economic returns from this strategy could be adversely affected by a rise in interest rates and are contingent on the level of delinquencies and outstanding advances in each transaction, fair market value of the related collateral and other economic factors and market conditions. We may become subject to claims and legal proceedings, including purported class-actions, in the ordinary course of our business, challenging our right to exercise these call rights and, as a result, we may not be able to exercise such rights on favorable terms or at all. Call rights are usually exercisable when current loan balances in a related portfolio are equal to, or lower than, 10% of their original balance.

 

(6)

Represents recourse leverage. Excludes non-recourse leverage, including outstanding consumer debt, servicer advance debt, SAFT 2013-1 and MDST Trusts mortgage backed securities issued, and Shellpoint non-agency RMBS.

 

(7)

Based on management’s current views and estimates, and actual results may vary materially.

 

(8)

Includes exercise of underwriters’ option to purchase additional shares of common stock (6,725,000 shares).

 

(9)

Represents activity from April 1, 2021 through April 28, 2021.

ADDITIONAL INFORMATION

For additional information that management believes to be useful for investors, please refer to the latest presentation posted on the Investor Relations section of the Company’s website, www.newresi.com. For consolidated investment portfolio information, please refer to the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, which are available on the Company’s website, www.newresi.com.

EARNINGS CONFERENCE CALL

New Residential’s management will host a conference call on Wednesday, May 5, 2021 at 8:00 A.M. Eastern Time. A copy of the earnings release will be posted to the Investor Relations section of New Residential’s website, www.newresi.com.

All interested parties are welcome to participate on the live call. The conference call may be accessed by dialing 1-866-777-2509 (from within the U.S.) or 1-412-317-5413 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “New Residential First Quarter 2021 Earnings Call.” In addition, participants are encouraged to pre-register for the conference call at https://dpregister.com/sreg/10155614/e789b6695e.

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.newresi.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast.

A telephonic replay of the conference call will also be available two hours following the call’s completion through 11:59 P.M. Eastern Time on Wednesday, May 12, 2021 by dialing 1-877-344-7529 (from within the U.S.) or 1-412-317-0088 (from outside of the U.S.); please reference access code “10155614.”

 

 

Consolidated Statements of Income (Unaudited)

($ in thousands, except share and per share data)

 

 

Three Months Ended

 

March 31,

2021

 

December 31,

2020

Revenues

 

 

 

Interest income

$

253,735

 

 

$

234,118

 

Servicing revenue, net of change in fair value of $217,911 and $(404,269), respectively

513,548

 

 

(95,728

)

Gain on originated mortgage loans, held-for-sale, net

403,434

 

 

432,279

 

 

1,170,717

 

 

570,669

 

Expenses

 

 

 

Interest expense

118,905

 

 

120,683

 

General and administrative expenses

362,505

 

 

278,432

 

Management fee to affiliate

22,162

 

 

22,452

 

 

503,572

 

 

421,567

 

Other Income (Loss)

 

 

 

Change in fair value of investments

(265,566

)

 

(58,706

)

Gain (loss) on settlement of investments, net

1,729

 

 

38,864

 

Other income (loss), net

(23,320

)

 

27,767

 

 

(287,157

)

 

7,925

 

Impairment

 

 

 

Provision (reversal) for credit losses on securities

(894

)

 

(1,762

)

Valuation and credit loss provision (reversal) on loans and real estate owned

(18,713

)

 

(8,296

)

 

(19,607

)

 

(10,058

)

Income Before Income Taxes

399,595

 

 

167,085

 

Income tax expense

98,259

 

 

65,563

 

Net Income

$

301,336

 

 

$

101,522

 

Noncontrolling interests in income of consolidated subsidiaries

9,394

 

 

18,556

 

Dividends on preferred stock

14,358

 

 

14,357

 

Net Income Attributable to Common Stockholders

$

277,584

 

 

$

68,609

 

 

 

 

 

Net Income Per Share of Common Stock

 

 

 

Basic

$

0.67

 

 

$

0.17

 

Diluted

$

0.65

 

 

$

0.16

 

Weighted Average Number of Shares of Common Stock Outstanding

 

 

 

Basic

414,795,505

 

 

415,059,735

 

Diluted

429,491,379

 

 

425,127,967

 

 

 

 

 

Dividends Declared per Share of Common Stock

$

0.20

 

 

$

0.20

 

 

 

Consolidated Balance Sheets

($ in thousands, except share data)

 

 

March 31, 2021

(Unaudited)

 

December 31, 2020

Assets

 

 

 

Excess mortgage servicing rights assets, at fair value

$

402,454

 

 

$

410,855

 

Mortgage servicing rights, at fair value

4,023,559

 

 

3,489,675

 

Mortgage servicing rights financing receivables, at fair value

1,021,780

 

 

1,096,166

 

Servicer advance investments, at fair value

517,557

 

 

538,056

 

Real estate and other securities

14,606,157

 

 

14,244,558

 

Residential loans and variable interest entity consumer loans held-for-investment, at fair value

1,295,738

 

 

1,359,754

 

Residential mortgage loans, held-for-sale ($5,600,476 and $4,705,816 at fair value, respectively)

5,923,555

 

 

5,215,703

 

Residential mortgage loans subject to repurchase

1,493,449

 

 

1,452,005

 

Cash and cash equivalents

1,038,482

 

 

944,854

 

Restricted cash

136,036

 

 

135,619

 

Servicer advances receivable

2,895,073

 

 

3,002,267

 

Receivable for investments sold

4,180

 

 

4,180

 

Other assets

1,826,109

 

 

1,358,422

 

 

$

35,184,129

 

 

$

33,252,114

 

Liabilities and Equity

 

 

 

Liabilities

 

 

 

Secured financing agreements

$

19,522,460

 

 

$

17,547,680

 

Secured notes and bonds payable ($1,260,557 and $1,662,852 at fair value, respectively)

7,107,875

 

 

7,644,195

 

Residential mortgage loan repurchase liability

1,493,449

 

 

1,452,005

 

Unsecured senior notes, net of issuance costs

541,966

 

 

541,516

 

Payable for investments purchased

154

 

 

154

 

Due to affiliates

8,822

 

 

9,450

 

Dividends payable

90,138

 

 

90,128

 

Accrued expenses and other liabilities

797,452

 

 

537,302

 

 

29,562,316

 

 

27,822,430

 

Commitments and Contingencies

 

 

 

 

 

 

 

Equity

 

 

 

Preferred stock, $0.01 par value, 39,100,000 shares authorized, 33,610,000 issued and outstanding, $840,250 aggregate liquidation preference

812,992

 

 

812,992

 

Common stock, $0.01 par value, 2,000,000,000 shares authorized, 414,797,263 and 414,744,518 issued and outstanding, respectively

4,149

 

 

4,148

 

Additional paid-in capital

5,547,607

 

 

5,547,108

 

Retained earnings (accumulated deficit)

(914,304

)

 

(1,108,929

)

Accumulated other comprehensive income

72,385

 

 

65,697

 

Total New Residential stockholders’ equity

5,522,829

 

 

5,321,016

 

Noncontrolling interests in equity of consolidated subsidiaries

98,984

 

 

108,668

 

Total equity

5,621,813

 

 

5,429,684

 

 

$

35,184,129

 

 

$

33,252,114

 

NON-GAAP MEASURES AND RECONCILIATION TO GAAP NET INCOME

New Residential has five primary variables that impact its operating performance: (i) the current yield earned on the Company’s investments, (ii) the interest expense under the debt incurred to finance the Company’s investments, (iii) the Company’s operating expenses and taxes, (iv) the Company’s realized and unrealized gains or losses on investments, including any impairment or reserve for expected credit losses and (v) income from the Company’s origination and servicing businesses. “Core earnings” is a non-GAAP measure of the Company’s operating performance, excluding the fourth variable above and adjusts the earnings from the consumer loan investment to a level yield basis. Core earnings is used by management to evaluate the Company’s performance without taking into account: (i) realized and unrealized gains and losses, which although they represent a part of the Company’s recurring operations, are subject to significant variability and are generally limited to a potential indicator of future economic performance; (ii) incentive compensation paid to the Company’s manager; (iii) non-capitalized transaction-related expenses; and (iv) deferred taxes, which are not representative of current operations.

The Company’s definition of core earnings includes accretion on held-for-sale loans as if they continued to be held-for-investment. Although the Company intends to sell such loans, there is no guarantee that such loans will be sold or that they will be sold within any expected timeframe. During the period prior to sale, the Company continues to receive cash flows from such loans and believes that it is appropriate to record a yield thereon. In addition, the Company’s definition of core earnings excludes all deferred taxes, rather than just deferred taxes related to unrealized gains or losses, because the Company believes deferred taxes are not representative of current operations. The Company’s definition of core earnings also limits accreted interest income on RMBS where the Company receives par upon the exercise of associated call rights based on the estimated value of the underlying collateral, net of related costs including advances. The Company created this limit in order to be able to accrete to the lower of par or the net value of the underlying collateral, in instances where the net value of the underlying collateral is lower than par. The Company believes this amount represents the amount of accretion the Company would have expected to earn on such bonds had the call rights not been exercised.

Beginning January 1, 2020, the Company’s investments in consumer loans are accounted for under the fair value option. Core earnings adjusts earnings on consumer loans to a level yield to present income recognition across the consumer loan portfolio in the manner in which it is economically earned, to avoid potential delays in loss recognition, and align it with the Company’s overall portfolio of mortgage-related assets which generally record income on a level yield basis. With respect to consumer loans classified as held-for-sale, the level yield is computed through the expected sale date. With respect to the gains recorded under GAAP in 2014 and 2016 as a result of a refinancing of, and the consolidation of, the debt related to the Company’s investments in consumer loans, and the consolidation of entities that own the Company’s investments in consumer loans, respectively, the Company continues to record a level yield on those assets based on their original purchase price.

While incentive compensation paid to the Company’s manager may be a material operating expense, the Company excludes it from core earnings because (i) from time to time, a component of the computation of this expense will relate to items (such as gains or losses) that are excluded from core earnings, and (ii) it is impractical to determine the portion of the expense related to core earnings and non-core earnings, and the type of earnings (loss) that created an excess (deficit) above or below, as applicable, the incentive compensation threshold. To illustrate why it is impractical to determine the portion of incentive compensation expense that should be allocated to core earnings, the Company notes that, as an example, in a given period, it may have core earnings in excess of the incentive compensation threshold but incur losses (which are excluded from core earnings) that reduce total earnings below the incentive compensation threshold. In such case, the Company would either need to (a) allocate zero incentive compensation expense to core earnings, even though core earnings exceeded the incentive compensation threshold, or (b) assign a “pro forma” amount of incentive compensation expense to core earnings, even though no incentive compensation was actually incurred. The Company believes that neither of these allocation methodologies achieves a logical result. Accordingly, the exclusion of incentive compensation facilitates comparability between periods and avoids the distortion to the Company’s non-GAAP operating measure that would result from the inclusion of incentive compensation that relates to non-core earnings.

With regard to non-capitalized transaction-related expenses, management does not view these costs as part of the Company’s core operations, as they are considered by management to be similar to realized losses incurred at acquisition. Non-capitalized transaction-related expenses are generally legal and valuation service costs, as well as other professional service fees, incurred when the Company acquires certain investments, as well as costs associated with the acquisition and integration of acquired businesses.

Since the third quarter of 2018, as a result of the Shellpoint Partners LLC (“Shellpoint”) acquisition, the Company, through its wholly owned subsidiary, NewRez, originates conventional, government-insured and nonconforming residential mortgage loans for sale and securitization. In connection with the transfer of loans to the GSEs or mortgage investors, the Company reports realized gains or losses on the sale of originated residential mortgage loans and retention of mortgage servicing rights, which the Company believes is an indicator of performance for the Servicing and Origination segments and therefore included in core earnings. Realized gains or losses on the sale of originated residential mortgage loans had no impact on core earnings in any prior period, but may impact core earnings in future periods.

Beginning with the third quarter of 2019, as a result of the continued evaluation of how Shellpoint operates its business and its impact on the Company’s operating performance, core earnings includes Shellpoint’s GAAP net income with the exception of the unrealized gains or losses due to changes in valuation inputs and assumptions on MSRs owned by NewRez, and non-capitalized transaction-related expenses. This change was not material to core earnings for the quarter ended September 30, 2019.

Management believes that the adjustments to compute “core earnings” specified above allow investors and analysts to readily identify and track the operating performance of the assets that form the core of the Company’s activity, assist in comparing the core operating results between periods, and enable investors to evaluate the Company’s current core performance using the same measure that management uses to operate the business. Management also utilizes core earnings as a measure in its decision-making process relating to improvements to the underlying fundamental operations of the Company’s investments, as well as the allocation of resources between those investments, and management also relies on core earnings as an indicator of the results of such decisions. Core earnings excludes certain recurring items, such as gains and losses (including impairment and reserves as well as derivative activities) and non-capitalized transaction-related expenses, because they are not considered by management to be part of the Company’s core operations for the reasons described herein. As such, core earnings is not intended to reflect all of the Company’s activity and should be considered as only one of the factors used by management in assessing the Company’s performance, along with GAAP net income which is inclusive of all of the Company’s activities.

The primary differences between core earnings and the measure the Company uses to calculate incentive compensation relate to (i) realized gains and losses (including impairments and reserves for expected credit losses), (ii) non-capitalized transaction-related expenses and (iii) deferred taxes (other than those related to unrealized gains and losses). Each are excluded from core earnings and included in the Company’s incentive compensation measure (either immediately or through amortization). In addition, the Company’s incentive compensation measure does not include accretion on held-for-sale loans and the timing of recognition of income from consumer loans is different. Unlike core earnings, the Company’s incentive compensation measure is intended to reflect all realized results of operations.

Core earnings does not represent and should not be considered as a substitute for, or superior to, net income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with U.S. GAAP, and the Company’s calculation of this measure may not be comparable to similarly entitled measures reported by other companies. Set forth below is a reconciliation of core earnings to the most directly comparable GAAP financial measure (dollars in thousands, except share and per share data):

 

 

Three Months Ended

 

March 31,

2021

 

December 31,

2020

Net income attributable to common stockholders

$

277,584

 

 

$

68,609

 

Adjustments for non-core earnings:

 

 

 

Impairment

(19,607

)

 

(10,058

)

Change in fair value of investments

(275,419

)

 

18,875

 

(Gain) loss on settlement of investments, net

17,628

 

 

(39,605

)

Other (income) loss

38,046

 

 

21,144

 

Other income and impairment attributable to non-controlling interests

(4,511

)

 

1,722

 

Non-capitalized transaction-related expenses

10,623

 

 

7,630

 

Preferred stock management fee to affiliate

3,048

 

 

3,048

 

Deferred taxes

85,230

 

 

57,295

 

Interest income on residential mortgage loans, held-for-sale

7,570

 

 

7,100

 

Core earnings of equity method investees:

 

 

 

Excess mortgage servicing rights

4,576

 

 

1,205

 

Core earnings

$

144,768

 

 

$

136,965

 

 

 

 

 

Net income per diluted share

$

0.65

 

 

$

0.16

 

Core earnings per diluted share

$

0.34

 

 

$

0.32

 

 

 

 

 

Weighted average number of shares of common stock outstanding, diluted

429,491,379

 

 

425,127,967

 

NET INCOME BY SEGMENT

 

 

Servicing and Origination

 

Residential Securities and Loans

 

 

 

 

First Quarter 2021

 

Origination

 

Servicing

 

MSRs &

Servicer

Advances

 

Residential

Securities &

Call Rights

 

Residential

Loans

 

Corporate &

Other

 

Total

Interest income

 

$

22,852

 

 

$

474

 

$

78,771

 

 

$

89,850

 

 

$

36,322

 

 

$

25,466

 

 

$

253,735

 

Servicing revenue, net

 

(8,110

)

 

113,515

 

408,143

 

 

 

 

 

 

 

 

513,548

 

Gain on originated mortgage loans, held-for-sale, net

 

384,423

 

 

809

 

(8,344

)

 

13,398

 

 

13,148

 

 

 

 

403,434

 

Total revenues

 

399,165

 

 

114,798

 

478,570

 

 

103,248

 

 

49,470

 

 

25,466

 

 

1,170,717

 

Interest expense

 

18,063

 

 

70

 

51,832

 

 

15,720

 

 

21,276

 

 

11,944

 

 

118,905

 

G&A and other

 

189,926

 

 

84,239

 

61,489

 

 

1,156

 

 

17,686

 

 

30,171

 

 

384,667

 

Total operating expenses

 

207,989

 

 

84,309

 

113,321

 

 

16,876

 

 

38,962

 

 

42,115

 

 

503,572

 

Change in fair value of investments

 

 

 

 

(27,602

)

 

(292,134

)

 

60,174

 

 

(6,004

)

 

(265,566

)

Gain (loss) on settlement of investments, net

 

 

 

 

644

 

 

(28,356

)

 

29,441

 

 

 

 

1,729

 

Other Income (loss), net

 

59

 

 

1,102

 

(6,333

)

 

(1,686

)

 

(13,626

)

 

(2,836

)

 

(23,320

)

Total other income (loss)

 

59

 

 

1,102

 

(33,291

)

 

(322,176

)

 

75,989

 

 

(8,840

)

 

(287,157

)

Impairment

 

 

 

 

 

 

(894

)

 

(18,713

)

 

 

 

(19,607

)

Income (loss) before income taxes

 

191,235

 

 

31,591

 

331,958

 

 

(234,910

)

 

105,210

 

 

(25,489

)

 

399,595

 

Income tax expense (benefit)

 

36,386

 

 

7,915

 

38,596

 

 

 

 

15,303

 

 

59

 

 

98,259

 

Net income (loss)

 

154,849

 

 

23,676

 

293,362

 

 

(234,910

)

 

89,907

 

 

(25,548

)

 

301,336

 

Noncontrolling interests in income (loss) of consolidated subsidiaries

 

3,525

 

 

 

1,308

 

 

 

 

 

 

4,561

 

 

9,394

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

14,358

 

 

14,358

 

Net income (loss) attributable to common stockholders

 

$

151,324

 

 

$

23,676

 

$

292,054

 

 

$

(234,910

)

 

$

89,907

 

 

$

(44,467

)

 

$

277,584

 

 

 

 

Servicing and Origination

 

Residential Securities and Loans

 

 

 

 

Fourth Quarter 2020

 

Origination

 

Servicing

 

MSRs &

Servicer

Advances

 

Residential

Securities &

Call Rights

 

Residential

Loans

 

Corporate &

Other

 

Total

Interest income

 

$

20,055

 

 

$

(687

)

 

$

75,381

 

 

$

77,216

 

 

$

34,845

 

 

$

27,308

 

 

$

234,118

 

Servicing revenue, net

 

(4,676

)

 

122,391

 

 

(213,443

)

 

 

 

 

 

 

 

(95,728

)

Gain on originated mortgage loans, held-for-sale, net

 

403,854

 

 

774

 

 

35,774

 

 

(13,398

)

 

5,275

 

 

 

 

432,279

 

Total revenues

 

419,233

 

 

122,478

 

 

(102,288

)

 

63,818

 

 

40,120

 

 

27,308

 

 

570,669

 

Interest expense

 

15,605

 

 

98

 

 

55,591

 

 

16,032

 

 

20,388

 

 

12,969

 

 

120,683

 

G&A and other

 

155,638

 

 

74,568

 

 

29,089

 

 

(489

)

 

16,505

 

 

25,573

 

 

300,884

 

Total operating expenses

 

171,243

 

 

74,666

 

 

84,680

 

 

15,543

 

 

36,893

 

 

38,542

 

 

421,567

 

Change in fair value of investments

 

 

 

 

 

(37,976

)

 

(28,694

)

 

702

 

 

7,262

 

 

(58,706

)

Gain (loss) on settlement of investments, net

 

 

 

 

 

(250

)

 

58,124

 

 

(19,010

)

 

 

 

38,864

 

Other Income (loss), net

 

(64

)

 

 

 

28,154

 

 

627

 

 

(1,295

)

 

345

 

 

27,767

 

Total other income (loss)

 

(64

)

 

 

 

(10,072

)

 

30,057

 

 

(19,603

)

 

7,607

 

 

7,925

 

Impairment

 

 

 

 

 

13

 

 

(1,762

)

 

(8,309

)

 

 

 

(10,058

)

Income (loss) before income taxes

 

247,926

 

 

47,812

 

 

(197,053

)

 

80,094

 

 

(8,067

)

 

(3,627

)

 

167,085

 

Income tax expense (benefit)

 

73,055

 

 

11,566

 

 

(18,993

)

 

 

 

(714

)

 

649

 

 

65,563

 

Net income (loss)

 

174,871

 

 

36,246

 

 

(178,060

)

 

80,094

 

 

(7,353

)

 

(4,276

)

 

101,522

 

Noncontrolling interests in income (loss) of consolidated subsidiaries

 

5,083

 

 

 

 

934

 

 

 

 

 

 

12,539

 

 

18,556

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

14,357

 

 

14,357

 

Net income (loss) attributable to common stockholders

 

$

169,788

 

 

$

36,246

 

 

$

(178,994

)

 

$

80,094

 

 

$

(7,353

)

 

$

(31,172

)

 

$

68,609

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this press release constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, our ability to capture additional market share and increase borrower retention, the ability of our MSR portfolio to benefit from anticipated market conditions, continued normalization of origination margins, ability to capitalize on opportunities for earnings growth, ability to complete the acquisition of Caliber Home Loans, Inc. on a timely basis, ability to successfully integrate the businesses and realize the anticipated benefits of the acquisition of Caliber Home Loans, Inc., our estimated second quarter 2021 Funded Origination Value and Servicing Portfolio UPB, and ability to generate earnings for our shareholders. These statements are not historical facts. They represent management’s current expectations regarding future events and are subject to a number of trends and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those described in the forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Cautionary Statements Regarding Forward Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual and quarterly reports and other filings filed with the U.S. Securities and Exchange Commission, which are available on the Company’s website (www.newresi.com). New risks and uncertainties emerge from time to time, and it is not possible for New Residential to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Forward-looking statements contained herein speak only as of the date of this press release, and New Residential expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in New Residential’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

ABOUT NEW RESIDENTIAL

New Residential is a leading provider of capital and services to the mortgage and financial services industry. The Company’s mission is to generate attractive risk-adjusted returns in all interest rate environments through a portfolio of investments and operating businesses. New Residential has built a diversified, hard-to-replicate portfolio with high-quality investment strategies that have generated returns across different interest rate environments over time. New Residential’s portfolio is composed of mortgage servicing related assets (including investments in operating entities consisting of servicing, origination, and affiliated businesses), residential securities (and associated called rights) and loans, and consumer loans. New Residential’s investments in operating entities include its mortgage origination and servicing subsidiary, NewRez, and its special servicing division, Shellpoint Mortgage Servicing, as well as investments in affiliated businesses that provide services that are complementary to the origination and servicing businesses and other portfolios of mortgage related assets. Since inception in 2013, New Residential has a proven track record of performance, growing and protecting the value of its assets while generating attractive risk-adjusted returns and delivering over $3.6 billion in dividends to shareholders. New Residential is organized and conducts its operations to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. New Residential is managed by an affiliate of Fortress Investment Group LLC, a global investment management firm, and headquartered in New York City.

Investor Relations

Kaitlyn Mauritz

212-479-3150

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Professional Services Other Construction & Property Residential Building & Real Estate Commercial Building & Real Estate Finance Construction & Property REIT

MEDIA:

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HighGold Mining Announces $10 Million Alaska Johnson Tract 2021 Exploration Program

HighGold Mining Announces $10 Million Alaska Johnson Tract 2021 Exploration Program

Preparations underway for 16,000 meter three drill rig program

VANCOUVER, British Columbia–(BUSINESS WIRE)–HighGold Mining Inc. (TSX-V:HIGH, OTCQX:HGGOF) (“HighGold” or the “Company”) reports that an initial C$10 million exploration budget has been approved for its 0.75 million ounce 10.9 g/t gold equivalent (“AuEq”) Johnson Tract polymetallic Gold Project (“Johnson Tract”, “JT” or the “Project”) in Southcentral Alaska, USA.

2021 Exploration Program Plans & Strategy

  • Minimum 16,000 meters of drilling with three drill rigs
  • Drilling to target both:

    • Expansion and infill to upgrade of the JT Deposit plus adjacent target areas;
    • First-time testing of other Johnson District prospects, including the new 1 km x 0.5 km High-Grade Ag-Au Vein Field discovered by prospecting in 2020 at the DC Prospect 4 km northeast of the JT Deposit
  • Property-wide magnetic-electromagnetic (“VTEM”) airborne geophysical survey totalling 1,100 line-km to identify major fault structures and prospective areas of subsurface mineralization
  • Detailed IP-Resistivity (“DCIP”) ground geophysical surveys over several Johnson District regional prospects to detect prospective mineralized trends
  • Geological mapping, prospecting, and soil & rock sampling programs to follow-up and expand on the positive results generated from the 2020 program and refine drill targets

“Our exploration team’s mandate in 2021 includes both establishing critical mass at the JT Deposit and making new discoveries,” commented President and CEO Darwin Green. “The JT Deposit is open to expansion and a priority for this program is to continue tracking and expanding the deposit farther down-plunge. We have high conviction in the potential to define a multi-deposit district at Johnson Tract and are excited to be drill testing several of the priority regional prospects for the first time ever. With C$17 million in working capital, HighGold is fully funded for the planned program.”

Please click here for a video discussion with CEO Darwin Green with additional detail on HighGold’s 2021 Johnson Tract work program.

Program Details

Preparations are underway to begin opening the JT camp and to commence the VTEM airborne geophysical survey in late May. Three drill rigs were secured on site at the end of the 2020 field season and are scheduled to be up and running in early June. The current drill plan contemplates approximately two-thirds of the total 16,000 meters dedicated to the JT Deposit and adjacent targets, and one-third dedicated to the surrounding Johnson District prospects.

Initial plans are for all three drill rigs to start in the JT Deposit area, completing systematic step-outs down-plunge and along strike to the deposit, as well as testing the Footwall Copper Zone, Gap, revised Fault Offset, and new VMS Zone targets. Drilling at JT District regional prospects is expected to commence in July with a minimum of one drill rig dedicated for the remainder of the program. All the necessary permits are in hand to drill at each of the planned target areas. DCIP ground geophysical surveying will also start in July.

About the Johnson Tract Gold Project

Johnson Tract is a poly-metallic (gold, copper, zinc, silver, lead) project located near tidewater, 125 miles (200 kilometers) southwest of Anchorage, Alaska, USA. The 21,000-acre property includes the high-grade Johnson Tract Deposit (“JT Deposit”) and at least nine (9) other mineral prospects over a 12-kilometer strike length. HighGold acquired the Project through a lease agreement with Cook Inlet Region, Inc. (“CIRI”), one of 12 land-based Alaska Native regional corporations created by the Alaska Native Claims Settlement Act of 1971. CIRI is owned by more than 9,100 shareholders who are primarily of Alaska Native descent.

Mineralization at Johnson Tract occurs in Jurassic-age intermediate volcaniclastic rocks and is characterized as epithermal-type with submarine volcanogenic attributes. The JT Deposit is a thick, steeply dipping silicified body (20m to 50m average true thickness) that contains a stockwork of quartz-sulphide veinlets and brecciation, cutting through and surrounded by a widespread zone of anhydrite alteration. The Footwall Copper Zone is located structurally and stratigraphically below JT Deposit and is characterized by copper-silver rich mineralization.

The JT Deposit hosts an Indicated Resource of 2.14 Mt grading 10.93 g/t gold equivalent (“AuEq”) comprised of 6.07 g/t Au, 5.8 g/t Ag, 0.57% Cu, 0.80% Pb and 5.85% Zn. The Inferred Resource of 0.58 Mt grading 7.16 g/t AuEq is comprised of 2.05 g/t Au, 8.7 g/t Ag, 0.54% Cu, 0.33% Pb, and 6.67% Zn. For additional details see NI 43-101 Technical Report titled “Initial Mineral Resource Estimate for the Johnson Tract Project, Alaska” dated June 15, 2020 authored by James N. Gray, P.Geo of Advantage Geoservices Ltd and Brodie A. Sutherland, P.Geo. Gold Equivalent is based on assumed metal prices and 100% recovery and payabilities for Au, Ag, Cu, Pb, and Zn. Assumed metal prices for the Resource are US$1350/oz for gold (Au), US$16/oz for silver (Ag), US$2.80/lb for copper (Cu), US$1.00/lb for lead (Pb), and US$1.20/lb for zinc (Zn) and are based on nominal 3-year trailing averages as of April 1, 2020. Historical metallurgical testing on drill core samples has indicated that good gold and base metal recoveries and marketable concentrates can be expected.

Prior to HighGold, the Project was last explored in the mid-1990s by a mid-tier mining company that evaluated direct shipping material from Johnson to the Premier Mill near Stewart, British Columbia.

About HighGold

HighGold is a mineral exploration company focused on high-grade gold projects located in North America. HighGold’s flagship asset is the high-grade Johnson Tract Gold (Zn-Cu) Project located in accessible Southcentral Alaska, USA. The Company also controls one of the largest junior gold miner land positions in the Timmins, Ontario gold camp. This includes the Munro-Croesus Gold property, which is renowned for its high-grade mineralization, and the large Golden Mile and Golden Perimeter properties. HighGold’s experienced Board and senior management team, are committed to creating shareholder value through the discovery process, careful allocation of capital, and environmentally/socially responsible mineral exploration.

Ian Cunningham-Dunlop, P.Eng., VP Exploration for HighGold Mining Inc. and a qualified person (“QP“) as defined by Canadian National Instrument 43-101, has reviewed and approved the technical information contained in this release.

On Behalf of HighGold Mining Inc.

Darwin Green

President & CEO

For further information, please visit the HighGold Mining Inc. website at www.highgoldmining.com.

The Company has a robust QAQC program that includes the insertion of blanks, standards and duplicates.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward looking statements: This news release includes certain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively “forward looking statements”). Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “forecast”, “expect”, “potential”, “project”, “target”, “schedule”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the Company’s planned drill program are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on a number of material factors and assumptions. Important factors that could cause actual results to differ materially from Company’s expectations include actual exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements.

Darwin Green, President & CEO or Naomi Nemeth, VP Investor Relations

Phone: 1-604-629-1165 or North American toll-free 1-855-629-1165

Email: [email protected].

Website: www.highgoldmining.com

Twitter : @HighgoldMining

KEYWORDS: United States North America Canada Alaska

INDUSTRY KEYWORDS: Mining/Minerals Natural Resources

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Babcock & Wilcox Enterprises Prices $100 Million Offering of Series A Cumulative Perpetual Preferred Stock

Babcock & Wilcox Enterprises Prices $100 Million Offering of Series A Cumulative Perpetual Preferred Stock

Proceeds to be used for general corporate purposes, including clean energy growth initiatives, potential future acquisitions and reduction of net leverage

AKRON, Ohio–(BUSINESS WIRE)–
Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced the pricing of its underwritten registered public offering of 4,000,000 shares of its 7.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share with a liquidation preference of $25.00 per share (the “Preferred Stock”), at an offering price of $25.00, for gross proceeds of approximately $100 million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. B&W has granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of the Preferred Stock in connection with the offering. The offering is expected to close on or about May 7, 2021, subject to satisfaction of customary closing conditions.

The Company has applied to list the Preferred Stock on the NYSE under the symbol “BW PRA” and expects the Preferred Stock to begin trading within 30 business days of the closing date of this offering, if approved.

Dividends on the Preferred Stock will be paid when, as and if declared by the Company’s Board of Directors at the annual rate of 7.75% of the $25.00 liquidation preference per year (equivalent to $1.9375 per year). Dividends on the Preferred Stock will be payable quarterly when, as and if declared in arrears on March 31, June 30, September 30 and December 31 of each year. The first dividend on the Preferred Stock, when, as and if declared, will be paid on June 30, 2021, for less than a full quarter after the initial issuance of the Preferred Stock and covering the period from the first date the Preferred Stock is issued and sold through, but not including, June 30, 2021.

B&W intends to use the net proceeds of the offering for general corporate purposes, including clean energy growth initiatives, potential future acquisitions and reduction of net leverage.

B. Riley Securities, Inc. is serving as the lead book-running manager for the offering. D.A. Davidson & Co., Janney Montgomery Scott LLC, Ladenburg Thalmann & Co. Inc., National Securities Corporation and William Blair & Company are acting as joint book-running managers for the offering. Kingswood Capital Markets, division of Benchmark Investments, Inc. is acting as lead manager for the offering. Aegis Capital Corp., Boenning & Scattergood, Inc., Huntington Securities, Inc., Incapital LLC and Wedbush Securities Inc. are acting as co-managers for the offering.

The offering of these securities is being made pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission (“SEC”) on April 22, 2021 and declared effective by the SEC on April 30, 2021. The offering is being made only by means of the prospectus supplement dated May 3, 2021 and the accompanying base prospectus dated April 30, 2021, as may be further supplemented by any free writing prospectus and/or pricing supplement that the Company may file with the SEC.Copies of the preliminary prospectus supplement and the accompanying base prospectus and any free writing prospectus and/or pricing supplement for the offering may be obtained on the SEC’s website at www.sec.gov, or by contacting B. Riley Securities by telephone at (703) 312-9580, or by email at [email protected]. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.

The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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 these securities in any state or jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management’s current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of the date of this press release. Such forward looking statements include, but are not limited to, statements regarding the Company’s public offering of Preferred Stock and intended use of net proceeds. Factors that could cause such actual results to differ materially from those contemplated or implied by such forward-looking statements include, without limitation, the risks associated with the unpredictable and ongoing impact of the COVID-19 pandemic and other risks described from time to time in the Company’s periodic filings with the SEC, including, without limitation, the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 8, 2021, under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (as applicable) and the prospectus supplement related to the offering of the Preferred Stock. These factors should be considered carefully, and the Company cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

About Babcock & Wilcox Enterprises

Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a global leader in energy and environmental technologies and services for the power and industrial markets.

Investor Contact:

Megan Wilson

Vice President, Corporate Development & Investor Relations

Babcock & Wilcox Enterprises

704.625.4944 | [email protected]

Media Contact:

Ryan Cornell

Public Relations

Babcock & Wilcox Enterprises

330.860.1345 | [email protected]

KEYWORDS: United States North America Ohio

INDUSTRY KEYWORDS: Oil/Gas Chemicals/Plastics Coal Automotive Manufacturing Alternative Energy Energy Manufacturing Environment Other Manufacturing Textiles Steel Other Energy Packaging Utilities Engineering

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Trane Technologies Reports Strong First-Quarter 2021 Results; Raises Full-Year Revenue and EPS Guidance

Trane Technologies Reports Strong First-Quarter 2021 Results; Raises Full-Year Revenue and EPS Guidance

Highlights (first-quarter 2021 versus first-quarter 2020, unless otherwise noted):

  • Reported bookings of $4.1 billion, up 34 percent; organic bookings* up 31 percent
  • Reported revenues of $3.0 billion, up 14 percent; organic revenues* up 11 percent
  • GAAP operating margin up 590 bps; adjusted operating margin* up 500 bps
  • GAAP continuing EPS of $0.96; adjusted continuing EPS* of $1.01, up 135 percent

*This news release contains non-GAAP financial measures. Definitions of the non-GAAP financial measures can be found in the footnotes of this news release. See attached tables for additional details and reconciliations.

SWORDS, Ireland–(BUSINESS WIRE)–
Trane Technologies plc (NYSE:TT), a global climate innovator, today reported diluted earnings per share (EPS) from continuing operations of $0.96 for the first quarter of 2021. Adjusted continuing EPS was $1.01, up 135 percent, which excludes $14.7 million related to planned restructuring and transformation costs.

First-Quarter 2021 Results

Financial Comparisons – First-Quarter Continuing Operations

$, millions except EPS

Q1 2021

Q1 2020

Y-O-Y Change

Organic Y-O-Y

Change

Bookings

$4,131

$3,074

34%

31%

Net Revenues

$3,018

$2,641

14%

11%

GAAP Operating Income

$353

$154

129%

 

GAAP Operating Margin

11.7%

5.8%

590 bps

Adjusted Operating Income*

$368

$191

93%

Adjusted Operating Margin*

12.2%

7.2%

500 bps

Adjusted EBITDA*

$437

$261

67%

Adjusted EBITDA Margin*

14.5%

9.9%

460 bps

GAAP Continuing EPS

$0.96

$0.21

357%

Adjusted Continuing EPS

$1.01

$0.43

135%

Restructuring and Transformation Costs

($14.7)

($36.5)

$21.8

“Given exceptional first-quarter performance and steadily improving end markets, we have raised our full year 2021 guidance above our previous ranges for both revenue growth and EPS. We now expect revenue growth of approximately 10.5 percent and adjusted EPS of approximately $6.00, $0.50 above the high end of our previous range,” said Mike Lamach, chairman and CEO of Trane Technologies. “During the first quarter, our global team’s relentless focus on sustainability and disciplined execution of our strategy led to robust bookings growth, revenue growth and margin expansion both at the enterprise level and in each of our business segments.

“We are extremely well-positioned as we enter the balance of 2021, with record backlog and transformation-related savings to invest in innovation that drives market outgrowth, maintains strong leverage and generates powerful cash flow. This flywheel powers our balanced capital allocation strategy and will enable us to continue delivering strong and differentiated returns for our shareholders.”

Highlights from the First Quarter of 2021 (all comparisons against the first quarter of 2020 unless otherwise noted)

  • Strong execution drove revenue, operating income and continuing EPS growth despite ongoing COVID-19 pandemic-related impacts.
  • Enterprise reported bookings were up 34 percent and organic bookings were up 31 percent driven by growth in all segments.
  • Enterprise reported revenues were up 14 percent; enterprise organic revenues were up 11 percent.
  • Enterprise reported revenue growth included approximately 2 percentage points of growth from acquisitions and approximately 1 percentage point of foreign exchange impact.
  • GAAP operating margin was up 590 basis points, adjusted operating margin was up 500 basis points, and adjusted EBITDA margin was up 460 basis points, driven by strong performance across all three segments.

First-Quarter Business Review (all comparisons against the first quarter of 2020 unless otherwise noted)

Americas Segment: innovates for customers in the North America and Latin America regions. The Americas segment encompasses commercial heating and cooling systems, building controls, and energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.

$, millions

Q1 2021

Q1 2020

Y-O-Y Change

Organic Y-O-Y

Change

Bookings

$3,251.6

$2,367.5

37%

36%

Net Revenues

$2,325.7

$2,097.8

11%

9%

GAAP Operating Income

$323.1

$184.8

75%

 

GAAP Operating Margin

13.9%

8.8%

510 bps

Adjusted Operating Income

$324.5

$205.6

58%

Adjusted Operating Margin

14.0%

9.8%

420 bps

Adjusted EBITDA

$383.8

$262.1

46%

Adjusted EBITDA Margin

16.5%

12.5%

400 bps

  • Americas delivered strong revenue growth and margin expansion despite ongoing COVID-19 pandemic-related impacts.
  • Americas reported bookings were up 37 percent and organic bookings were up 36 percent.
  • Reported revenues were up 11 percent and organic revenues were up 9 percent. Commercial HVAC organic revenues were flat. Residential HVAC organic revenues were up over 30 percent. Transport organic revenues were up mid-teens.
  • Americas reported revenue growth included approximately 2 percentage points of growth from acquisitions.
  • GAAP operating margin increased 510 basis points, adjusted operating margin increased 420 basis points and adjusted EBITDA margin increased 400 basis points. Price, volume and productivity more than offset material and other inflation.

Europe, Middle East and Africa (EMEA) Segment: innovates for customers in the Europe, Middle East and Africa region. The EMEA segment encompasses heating and cooling systems, services and solutions for commercial buildings, and transport refrigeration systems and solutions.

$, millions

Q1 2021

Q1 2020

Y-O-Y Change

Organic Y-O-Y

Change

Bookings

$570.6

$442.6

29%

18%

Net Revenues

$443.9

$364.3

22%

12%

GAAP Operating Income

$67.2

$36.4

85%

 

GAAP Operating Margin

15.1%

10.0%

510 bps

Adjusted Operating Income

$67.9

$37.0

84%

Adjusted Operating Margin

15.3%

10.2%

510 bps

Adjusted EBITDA

$76.7

$43.2

78%

Adjusted EBITDA Margin

17.3%

11.9%

540 bps

  • EMEA delivered strong revenue growth and margin expansion despite ongoing COVID-19 pandemic-related impacts.
  • EMEA reported bookings were up 29 percent and organic bookings were up 18 percent.
  • Reported revenues were up 22 percent and organic revenues were up 12 percent. Commercial HVAC organic revenues were up mid-teens and Transport organic revenues were up high-single digits.
  • EMEA reported revenue growth included approximately 8 percentage points of foreign exchange impact and approximately 2 percentage points of growth from acquisitions.
  • GAAP and adjusted operating margins increased 510 basis points and adjusted EBITDA margin improved 540 basis points. Price, volume and productivity more than offset material and other inflation.

Asia Pacific Segment: innovates for customers throughout the Asia Pacific region. The Asia Pacific segment encompasses heating and cooling systems, services and solutions for commercial buildings and transport refrigeration systems and solutions.

$, millions

Q1 2021

Q1 2020

Y-O-Y Change

Organic Y-O-Y

Change

Bookings

$309.1

$263.3

17%

14%

Net Revenues

$248.0

$179.2

38%

34%

GAAP Operating Income

$39.2

$6.5

503%

 

GAAP Operating Margin

15.8%

3.6%

1220 bps

Adjusted Operating Income

$39.3

$7.6

417%

Adjusted Operating Margin

15.8%

4.2%

1160 bps

Adjusted EBITDA

$43.5

$10.6

310%

Adjusted EBITDA Margin

17.5%

5.9%

1160 bps

  • Asia Pacific delivered strong revenue growth and margin expansion despite ongoing COVID-19 pandemic-related impacts.
  • Asia Pacific reported bookings were up 17 percent and organic bookings were up 14 percent.
  • Reported revenues were up 38 percent and organic revenues were up 34 percent. Growth in Asia Pacific was led by China.
  • Asia Pacific reported revenue growth included approximately 4 percentage points of growth primarily from foreign exchange impacts.
  • GAAP operating margin improved 1220 basis points, adjusted operating margin improved 1160 basis points and adjusted EBITDA margin improved 1160 basis points. Price, volume and productivity more than offset material and other inflation.

Balance Sheet and Cash Flow

$, millions

Q1 2021

Q1 2020

Y-O-Y Change

Cash From Continuing Operating Activities Y-T-D

$263

($129)

$392

Free Cash Flow Y-T-D*

$236

($122)

$358

Working Capital/Revenue*

1.5%

5.1%

360 bps decrease

Cash Balance 31 March

$2,838

$2,648

$190

Debt Balance 31 March

$4,972

$5,575

($603)

  • First-quarter 2021 cash flow from continuing operating activities was $263 million and free cash flow was $236 million.
  • The Company continues to expect 2021 free cash flow to be equal to or greater than 100 percent of adjusted net earnings.*

Capital Deployment

  • The Company continues to reinvest in employee safety, innovation and technology projects, and capital expenditures to support its core sustainability strategy.
  • During the first quarter, the Company paid $140 million in dividends. The Company expects to pay a competitive and growing dividend, currently at $2.36 per share annualized, reflecting an approximately 11 percent increase over 2020.
  • The Company deployed capital of $70 million for acquisitions and investments, $104 million in share repurchases and $300 million in debt retirement in the quarter.
  • The Company expects to deploy approximately $2.5 billion as part of its balanced capital allocation strategy in 2021, inclusive of approximately $564 million in dividends, $1.5 billion between strategic value-accretive mergers and acquisitions and share repurchases and $425 million in debt retirement.
  • The Company expects to continue to deploy 100 percent of excess cash to shareholders over time.

Full-Year 2021 Guidance

  • Reported revenues up approximately 10.5 percent; organic revenues up approximately 9 percent versus 2020.
  • GAAP continuing EPS of $5.75, including EPS of $(0.25) for transformation and other restructuring costs; adjusted continuing EPS of $6.00, up 35 percent versus 2020.
  • Additional information regarding the company’s 2021 guidance is included in the company’s earnings presentation found at www.tranetechnologies.com in the Investor Relations section.

This news release includes “forward-looking statements,” which are statements that are not historical facts, including statements that relate to our future performance during the COVID-19 global pandemic, capital deployment including the amount and timing of our dividends, our share repurchase program including the amount of shares to be repurchased and the timing of such repurchases and our capital allocation strategy including acquisitions (if any); our projected free cash flow and usage of such cash; our available liquidity; performance of the markets in which we operate; restructuring activity; our projected financial performance and targets including assumptions regarding our effective tax rate. These forward-looking statements are based on our current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from our current expectations. Such factors include, but are not limited to, the impact of the global COVID-19 pandemic on our business, our suppliers and our customers, global economic conditions taking into account the global COVID-19 pandemic, disruption and volatility in the financial markets due to the COVID-19 pandemic, the outcome of any litigation, the outcome of Chapter 11 proceedings for our deconsolidated subsidiaries Aldrich Pump LLC and Murray Boiler LLC, demand for our products and services, and tax audits and tax law changes and interpretations. Additional factors that could cause such differences can be found in our Form 10-K for the year ended December 31, 2020, as well as our subsequent reports on Form 10-Q and other SEC filings. We assume no obligation to update these forward-looking statements.

This news release also includes non-GAAP financial information, which should be considered supplemental to, not a substitute for, or superior to, the financial measure calculated in accordance with GAAP. The definitions of our non-GAAP financial information and reconciliation to GAAP are attached to this news release.

All amounts reported within the earnings release above related to net earnings (loss), earnings (loss) from continuing operations, earnings (loss) from discontinued operations, adjusted EBITDA and per share amounts are attributed to Trane Technologies’ ordinary shareholders.

Trane Technologies (NYSE:TT) is a global climate innovator. Through our strategic brands Trane® and Thermo King®, and our portfolio of environmentally responsible products and services, we bring efficient and sustainable climate solutions to buildings, homes and transportation. For more information, visit tranetechnologies.com.

# # #

5/5/21

(See Accompanying Tables)

  • Table 1: Condensed Consolidated Income Statement
  • Tables 2 – 5: Reconciliation of GAAP to Non-GAAP
  • Table 6: Condensed Consolidated Balance Sheets
  • Table 7: Condensed Consolidated Statement of Cash Flows
  • Table 8: Balance Sheet Metrics and Free Cash Flow

*Q1 Non-GAAP measures definitions

Organic revenue is defined as GAAP net revenues adjusted for the impact of currency and acquisitions. Organic bookings is defined as reported orders in the current period adjusted for the impact of currency and acquisitions.

Adjusted operating income in 2021 and 2020 is defined as GAAP operating income plus restructuring costs and transformation costs. Please refer to the reconciliation of GAAP to non-GAAP measures on tables 2, 3 and 4 of the news release.

Adjusted operating margin is defined as the ratio of adjusted operating income divided by net revenues.

Operating leverage is defined as the ratio of the change in adjusted operating income for the current period (e.g. Q1 2021) less the prior period (e.g. Q1 2020), divided by the change in net revenues for the current period less the prior period.

Adjusted earnings from continuing operations attributable to Trane Technologies plc (Adjusted net earnings) in 2021 is defined as GAAP earnings from continuing operations attributable to Trane Technologies plc plus restructuring costs and transformation costs, net of tax impacts. Adjusted net earnings in 2020 is defined as GAAP earnings from continuing operations attributable to Trane Technologies plc plus restructuring costs and transformation costs less the legacy legal liability adjustment, net of tax impacts plus separation-related tax adjustments. Please refer to the reconciliation of GAAP to non-GAAP measures on tables 2 and 3 of the news release.

Adjusted continuing EPS in 2021 is defined as GAAP continuing EPS plus restructuring costs and transformation costs, net of tax impacts. Adjusted continuing EPS in 2020 is defined as GAAP continuing EPS plus restructuring costs and transformation costs less the legacy legal liability adjustment, net of tax impacts plus separation-related tax adjustments. Please refer to the reconciliation of GAAP to non-GAAP measures on tables 2 and 3 of the news release.

Adjusted EBITDA in 2021 is defined as adjusted operating income plus depreciation and amortization expense plus or minus other income / (expense), net. Adjusted EBITDA in 2020 is defined as adjusted operating income plus depreciation and amortization expense plus or minus other income / (expense), net less the legacy legal liability adjustment. Please refer to the reconciliation of GAAP to non-GAAP measures on tables 4 and 5 of the news release.

Adjusted EBITDA margin is defined as the ratio of adjusted EBITDA divided by net revenues.

Free cash flow in 2021 is defined as net cash provided by (used in) continuing operating activities, less capital expenditures, plus cash payments for restructuring costs and transformation costs. Free cash flow in 2020 is defined as net cash provided by (used in) continuing operating activities, less capital expenditures plus cash payments for restructuring and transformation costs. Please refer to the free cash flow reconciliation on table 8 of the news release.

Working capital measures a firm’s operating liquidity position and its overall effectiveness in managing the enterprise’s current accounts.

  • Working capital is calculated by adding net accounts and notes receivables and inventories and subtracting total current liabilities that exclude short-term debt, dividend payables and income tax payables.
  • Working capital as a percent of revenue is calculated by dividing the working capital balance (e.g. as of March 31) by the annualized revenue for the period (e.g. reported revenues for the three months ended March 31 multiplied by 4 to annualize for a full year).

Adjusted effective tax rate for 2021 is defined as the ratio of income tax expense less the net tax effect of adjustments for restructuring costs and transformation costs divided by earnings from continuing operations before income taxes plus restructuring costs and transformation costs. Adjusted effective tax rate for 2020 is defined as the ratio of income tax expense less the net tax effect of adjustments for restructuring costs, transformation costs and the legacy legal liability adjustment plus separation-related tax adjustments divided by earnings from continuing operations before income taxes plus restructuring costs and transformation costs less the legacy legal liability adjustment. This measure allows for a direct comparison of the effective tax rate between periods.

The Company reports its financial results in accordance with generally accepted accounting principles in the United States (GAAP). The following schedules provide non-GAAP financial information and a quantitative reconciliation of the difference between the non-GAAP financial measures and the financial measures calculated and reported in accordance with GAAP.

The non-GAAP financial measures should be considered supplemental to, not a substitute for or superior to, financial measures calculated in accordance with GAAP. They have limitations in that they do not reflect all of the costs associated with the operations of our businesses as determined in accordance with GAAP. In addition, these measures may not be comparable to non-GAAP financial measures reported by other companies.

We believe the non-GAAP financial information provides important supplemental information to both management and investors regarding financial and business trends used in assessing our financial condition and results of operations.

Non-GAAP financial measures assist investors with analyzing our business results as well as with predicting future performance. In addition, these non-GAAP financial measures are also reviewed by management in order to evaluate the financial performance of each segment. Presentation of these non-GAAP financial measures helps investors and management to assess the operating performance of the Company.

As a result, one should not consider these measures in isolation or as a substitute for our results reported under GAAP. We compensate for these limitations by analyzing results on a GAAP basis as well as a non-GAAP basis, prominently disclosing GAAP results and providing reconciliations from GAAP results to non-GAAP results.

Table 1

TRANE TECHNOLOGIES PLC

Condensed Consolidated Income Statement

(In millions, except per share amounts) 

UNAUDITED

For the quarter

ended March 31,

 

2021

 

2020

Net revenues

$

3,017.6

 

 

$

2,641.3

 

Cost of goods sold

(2,064.4

)

 

(1,898.8

)

Selling and administrative expenses

(600.0

)

 

(588.1

)

Operating income

353.2

 

 

154.4

 

Interest expense

(60.7

)

 

(63.1

)

Other income/(expense), net

(7.2

)

 

12.5

 

Earnings before income taxes

285.3

 

 

103.8

 

Provision for income taxes

(48.4

)

 

(51.0

)

Earnings from continuing operations

236.9

 

 

52.8

 

Discontinued operations, net of tax

0.9

 

 

(78.7

)

Net earnings (loss)

237.8

 

 

(25.9

)

Less: Net earnings from continuing operations attributable to noncontrolling interests

(2.6

)

 

(2.8

)

Less: Net earnings from discontinued operations attributable to noncontrolling interests

 

 

(0.5

)

Net earnings (loss) attributable to Trane Technologies plc

$

235.2

 

 

$

(29.2

)

 

 

 

 

Amounts attributable to Trane Technologies plc ordinary shareholders:

 

 

 

Continuing operations

$

234.3

 

 

$

50.0

 

Discontinued operations

0.9

 

 

(79.2

)

Net earnings (loss)

$

235.2

 

 

$

(29.2

)

 

 

 

 

Diluted earnings (loss) per share attributable to Trane Technologies plc ordinary shareholders:

 

 

 

Continuing operations

$

0.96

 

 

$

0.21

 

Discontinued operations

0.01

 

 

(0.33

)

Net earnings (loss)

$

0.97

 

 

$

(0.12

)

 

 

 

 

Weighted-average number of common shares outstanding:

 

 

 

Diluted

243.1

 

 

242.3

 

Table 2

TRANE TECHNOLOGIES PLC

Reconciliation of GAAP to non-GAAP

(In millions, except per share amounts) 

UNAUDITED

 

 

 

For the quarter ended March 31, 2021

 

 

As

 

 

 

As

 

 

Reported

 

Adjustments

 

Adjusted

 

Net revenues

$

3,017.6

 

 

$

 

 

$

3,017.6

 

 

 

 

 

 

 

 

 

Operating income

353.2

 

 

14.7

 

(a,b)

367.9

 

 

Operating margin

11.7

%

 

 

 

12.2

%

 

 

 

 

 

 

 

 

Earnings from continuing operations before income taxes

285.3

 

 

14.7

 

(a,b)

300.0

 

 

Provision for income taxes

(48.4

)

 

(3.6

)

(c)

(52.0

)

 

Tax rate

17.0

%

 

 

 

17.3

%

 

Earnings from continuing operations attributable to Trane Technologies plc

$

234.3

 

 

$

11.1

 

(d)

$

245.4

 

 

 

 

 

 

 

 

 

Diluted earnings per common share

 

 

 

 

 

 

Continuing operations

$

0.96

 

 

$

0.05

 

 

$

1.01

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

Diluted

243.1

 

 

 

 

243.1

 

 

 

 

 

 

 

 

 

Detail of Adjustments:

 

 

 

 

 

(a)

Restructuring costs (COGS & SG&A)

 

 

$

10.3

 

 

 

(b)

Transformation costs (SG&A)

 

 

4.4

 

 

 

(c)

Tax impact of adjustments (a,b)

 

 

 

(3.6

)

 

 

(d)

Impact of adjustments on earnings from continuing operations attributable to Trane Technologies plc

 

 

$

11.1

 

 

 

 

 

 

 

 

 

 

 

Pre-tax impact of adjustments on cost of goods sold

 

 

1.8

 

 

 

 

Pre-tax impact of adjustments on selling & administrative expenses

 

 

12.9

 

 

 

 

Pre-tax impact of adjustments on operating income

 

 

$

14.7

 

 

 

Table 3

TRANE TECHNOLOGIES PLC

Reconciliation of GAAP to non-GAAP

(In millions, except per share amounts) 

UNAUDITED

 

 

 

For the quarter ended March 31, 2020

 

 

As

 

 

 

As

 

 

Reported

 

Adjustments

 

Adjusted

 

Net revenues

$

2,641.3

 

 

$

 

 

$

2,641.3

 

 

 

 

 

 

 

 

 

Operating income

154.4

 

 

36.5

 

(a,b)

190.9

 

 

Operating margin

5.8

%

 

 

 

7.2

%

 

 

 

 

 

 

 

 

Earnings from continuing operations before income taxes

103.8

 

 

19.1

 

(a,b,c)

122.9

 

 

Benefit (provision) for income taxes

(51.0

)

 

35.9

 

(d,e)

(15.1

)

 

Tax rate

49.1

%

 

 

 

12.3

%

 

Earnings from continuing operations attributable to Trane Technologies plc

$

50.0

 

 

$

55.0

 

(f)

$

105.0

 

 

 

 

 

 

 

 

 

Diluted earnings per common share

 

 

 

 

 

 

Continuing operations

$

0.21

 

 

$

0.22

 

 

$

0.43

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

Diluted

242.3

 

 

 

 

242.3

 

 

 

 

 

 

 

 

 

Detail of Adjustments:

 

 

 

 

 

(a)

Restructuring costs (COGS & SG&A)

 

 

$

25.6

 

 

 

(b)

Transformation costs (SG&A)

 

 

10.9

 

 

 

(c)

Legacy legal liability adjustment

 

 

(17.4

)

 

 

(d)

Tax impact of adjustments (a,b,c)

 

 

(4.4

)

 

 

(e)

Separation-related tax costs

 

 

40.3

 

 

 

(f)

Impact of adjustments on earnings from continuing operations attributable to Trane Technologies plc

 

 

$

55.0

 

 

 

 

 

 

 

 

 

 

 

Pre-tax impact of adjustments on cost of goods sold

 

 

10.3

 

 

 

 

Pre-tax impact of adjustments on selling & administrative expenses

 

 

26.2

 

 

 

 

Pre-tax impact of adjustments on operating income

 

 

$

36.5

 

 

 

Table 4

TRANE TECHNOLOGIES PLC

Reconciliation of GAAP to non-GAAP

(In millions) 

UNAUDITED

 

 

 

For the quarter ended

March 31, 2021

 

For the quarter ended

March 31, 2020

 

 

As Reported

 

Margin

 

As Reported

 

Margin

Americas

Net revenues

$

2,325.7

 

 

 

 

$

2,097.8

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating income

$

323.1

 

 

13.9

%

 

$

184.8

 

 

8.8

%

 

Restructuring

1.4

 

 

0.1

%

 

20.8

 

 

1.0

%

 

Adjusted operating income *

324.5

 

 

14.0

%

 

205.6

 

 

9.8

%

 

Depreciation and amortization

56.4

 

 

2.4

%

 

55.9

 

 

2.7

%

 

Other income/(expense), net

2.9

 

 

0.1

%

 

0.6

 

 

%

 

Adjusted EBITDA *

$

383.8

 

 

16.5

%

 

$

262.1

 

 

12.5

%

 

 

 

 

 

 

 

 

 

Europe, Middle East & Africa

Net revenues

$

443.9

 

 

 

 

$

364.3

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating income

$

67.2

 

 

15.1

%

 

$

36.4

 

 

10.0

%

 

Restructuring

0.7

 

 

0.2

%

 

0.6

 

 

0.2

%

 

Adjusted operating income

67.9

 

 

15.3

%

 

37.0

 

 

10.2

%

 

Depreciation and amortization

9.4

 

 

2.1

%

 

7.7

 

 

2.1

%

 

Other income/(expense), net

(0.6

)

 

(0.1

)%

 

(1.5

)

 

(0.4

)%

 

Adjusted EBITDA

$

76.7

 

 

17.3

%

 

$

43.2

 

 

11.9

%

 

 

 

 

 

 

 

 

 

Asia Pacific

Net revenues

$

248.0

 

 

 

 

$

179.2

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating income

$

39.2

 

 

15.8

%

 

$

6.5

 

 

3.6

%

 

Restructuring

0.1

 

 

%

 

1.1

 

 

0.6

%

 

Adjusted operating income

39.3

 

 

15.8

%

 

7.6

 

 

4.2

%

 

Depreciation and amortization

4.1

 

 

1.7

%

 

3.3

 

 

1.8

%

 

Other income/(expense), net

0.1

 

 

%

 

(0.3

)

 

(0.1

)%

 

Adjusted EBITDA

$

43.5

 

 

17.5

%

 

$

10.6

 

 

5.9

%

 

 

 

 

 

 

 

 

 

Corporate

Unallocated corporate expense

$

(76.3

)

 

 

 

$

(73.3

)

 

 

 

Restructuring/Other (a)

12.5

 

 

 

 

14.0

 

 

 

 

Adjusted corporate expense

(63.8

)

 

 

 

(59.3

)

 

 

 

Depreciation and amortization

6.1

 

 

 

 

8.1

 

 

 

 

Other income/(expense), net (b)

(9.6

)

 

 

 

(3.7

)

 

 

 

Adjusted EBITDA

$

(67.3

)

 

 

 

$

(54.9

)

 

 

 

 

 

 

 

 

 

 

 

Total Company

Net revenues

$

3,017.6

 

 

 

 

$

2,641.3

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

$

353.2

 

 

11.7

%

 

$

154.4

 

 

5.8

%

 

Restructuring/Other (a)

14.7

 

 

0.5

%

 

36.5

 

 

1.4

%

 

Adjusted operating income

367.9

 

 

12.2

%

 

190.9

 

 

7.2

%

 

Depreciation and amortization

76.0

 

 

2.5

%

 

75.0

 

 

2.8

%

 

Other income/(expense), net (b)

(7.2

)

 

(0.2

)%

 

(4.9

)

 

(0.1

)%

 

Adjusted EBITDA

$

436.7

 

 

14.5

%

 

$

261.0

 

 

9.9

%

 

*Represents a non-GAAP measure, refer to pages 5-6 in the Earnings Release for definitions.

(a) Other within Corporate includes Transformation costs of $4.4M in 2021 and $10.9M in 2020

(b) Other income/(expense), net within 2020 Corporate excludes $17.4M legacy legal liability adjustment

Management measures operating performance based on net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring, unallocated corporate expenses and discontinued operations (Segment Adjusted EBITDA). Segment Adjusted EBITDA is not defined under GAAP and may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for net earnings or other results reported in accordance with GAAP. The Company believes Segment Adjusted EBITDA provides the most relevant measure of profitability as well as earnings power and the ability to generate cash. This measure is a useful financial metric to assess the Company’s operating performance from period to period by excluding certain items that it believes are not representative of its core business and the Company uses this measure for business planning purposes.

Table 5

TRANE TECHNOLOGIES PLC

Reconciliation of GAAP to non-GAAP

(In millions) 

UNAUDITED

 

For the quarter

 

ended March 31,

 

2021

 

2020

Total Company

 

 

 

Adjusted EBITDA *

$

436.7

 

 

$

261.0

 

Less: items to reconcile adjusted EBITDA to net earnings attributable to Trane Technologies plc

 

 

 

Depreciation and amortization

(76.0

)

 

(75.0

)

Interest expense

(60.7

)

 

(63.1

)

Provision for income taxes

(48.4

)

 

(51.0

)

Restructuring

(10.3

)

 

(25.6

)

Transformation Costs

(4.4

)

 

(10.9

)

Legacy legal liability adjustment

 

 

17.4

 

Discontinued operations, net of tax

0.9

 

 

(78.7

)

Net earnings from continuing operations attributable to noncontrolling interests

(2.6

)

 

(2.8

)

Net earnings from discontinued operations attributable to noncontrolling interests

 

 

(0.5

)

Net earnings (loss) attributable to Trane Technologies plc

$

235.2

 

 

$

(29.2

)

 

*Represents a non-GAAP measure, refer to pages 5-6 in the Earnings Release for definitions.

Table 6

TRANE TECHNOLOGIES PLC

Condensed Consolidated Balance Sheets

(In millions) 

UNAUDITED

 

March 31,

 

December 31,

 

2021

 

2020

ASSETS

 

 

 

Cash and cash equivalents

$

2,838.0

 

 

$

3,289.9

 

Accounts and notes receivable, net

2,159.4

 

 

2,202.1

 

Inventories

1,373.1

 

 

1,189.2

 

Other current assets

251.6

 

 

224.4

 

Total current assets

6,622.1

 

 

6,905.6

 

Property, plant and equipment, net

1,327.7

 

 

1,349.5

 

Goodwill

5,311.2

 

 

5,342.8

 

Intangible assets, net

3,256.9

 

 

3,286.4

 

Other noncurrent assets

1,306.9

 

 

1,272.4

 

Total assets

$

17,824.8

 

 

$

18,156.7

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

Accounts payable

$

1,608.9

 

 

$

1,520.2

 

Accrued expenses and other current liabilities

2,090.3

 

 

2,043.1

 

Short-term borrowings and current maturities of long-term debt

475.4

 

 

775.6

 

Total current liabilities

4,174.6

 

 

4,338.9

 

Long-term debt

4,496.3

 

 

4,496.5

 

Other noncurrent liabilities

2,841.1

 

 

2,894.2

 

Shareholders’ Equity

6,312.8

 

 

6,427.1

 

Total liabilities and equity

$

17,824.8

 

 

$

18,156.7

 

Table 7

TRANE TECHNOLOGIES PLC

Condensed Consolidated Statement of Cash Flows

(In millions) 

UNAUDITED

 

For the three months

 

ended March 31,

 

2021

 

2020

Operating Activities

 

 

 

Earnings from continuing operations

$

236.9

 

 

$

52.8

 

Depreciation and amortization

76.0

 

 

75.0

 

Changes in assets and liabilities and other non-cash items

(50.0

)

 

(257.1

)

Net cash provided by (used in) continuing operating activities

262.9

 

 

(129.3

)

Net cash provided by (used in) discontinued operating activities

(2.8

)

 

(198.3

)

Net cash provided by (used in) operating activities

260.1

 

 

(327.6

)

 

 

 

 

Investing Activities

 

 

 

Capital expenditures

(43.9

)

 

(34.7

)

Acquisition of businesses, net of cash acquired

(12.8

)

 

1.0

 

Other investing activities, net

(57.0

)

 

 

Net cash provided by (used in) continuing investing activities

(113.7

)

 

(33.7

)

Net cash provided by (used in) discontinued investing activities

 

 

(6.8

)

Net cash provided by (used in) investing activities

(113.7

)

 

(40.5

)

 

 

 

 

Financing Activities

 

 

 

Payments of long-term debt

(300.0

)

 

 

Dividends paid to ordinary shareholders

(140.2

)

 

(125.9

)

Repurchase of ordinary shares

(104.2

)

 

 

Receipt of a special cash payment

 

 

1,900.0

 

Other financing activities, net

(10.5

)

 

(4.7

)

Net cash provided by (used in) financing activities of continuing operations

(554.9

)

 

1,769.4

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

(43.4

)

 

(32.2

)

Net increase (decrease) in cash and cash equivalents

(451.9

)

 

1,369.1

 

Cash and cash equivalents – beginning of period

3,289.9

 

 

1,278.6

 

Cash and cash equivalents – end of period

$

2,838.0

 

 

$

2,647.7

 

Table 8

TRANE TECHNOLOGIES PLC

Balance Sheet Metrics and Free Cash Flow

($ in millions) 

UNAUDITED

 

 

March 31,

 

March 31,

 

December 31,

 

2021

 

2020

 

2020

Net Receivables

$

2,159

 

 

$

2,092

 

 

$

2,202

 

Days Sales Outstanding

65.3

 

 

72.3

 

 

63.2

 

 

 

 

 

 

 

Net Inventory

$

1,373

 

 

$

1,464

 

 

$

1,189

 

Inventory Turns

6.0

 

 

5.2

 

 

7.5

 

 

 

 

 

 

 

Accounts Payable

$

1,609

 

 

$

1,447

 

 

$

1,520

 

Days Payable Outstanding

71.1

 

 

69.5

 

 

62.2

 

 

 

 

 

 

 

 

 

Three months ended

 

Three months ended

 

 

 

March 31, 2021

 

March 31, 2020

 

 

Cash flow provided by (used in) continuing operating activities

$

262.9

 

 

$

(129.3

)

 

 

Capital expenditures

(43.9

)

 

(34.7

)

 

 

Cash payments for restructuring

14.1

 

 

38.2

 

 

 

Transformation costs paid

2.8

 

 

3.7

 

 

 

Free cash flow *

$

235.9

 

 

$

(122.1

)

 

 

 

*Represents a non-GAAP measure, refer to pages 5-6 in the Earnings Release for definitions.

 

Media:

Jennifer Regina

630-390-8011, [email protected]

Investors:

Zac Nagle

704-990-3913, [email protected]

KEYWORDS: Ireland Europe

INDUSTRY KEYWORDS: Other Transport Commercial Building & Real Estate Construction & Property Transport Building Systems Logistics/Supply Chain Management Retail Other Construction & Property Supply Chain Management

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HollyFrontier Corporation Reports Quarterly Results

HollyFrontier Corporation Reports Quarterly Results

  • Reported net income attributable to HollyFrontier stockholders of $148.2 million, or $0.90 per diluted share, and adjusted net loss of $(85.3) million, or $(0.53) per diluted share, for the first quarter
  • Reported EBITDA of $281.3 million and Adjusted EBITDA of $47.3 million for the first quarter

DALLAS–(BUSINESS WIRE)–
HollyFrontier Corporation (NYSE:HFC) (“HollyFrontier” or the “Company”) today reported first quarter net income attributable to HollyFrontier stockholders of $148.2 million, or $0.90 per diluted share, for the quarter ended March 31, 2021, compared to a net loss of $(304.6) million, or $(1.88) per diluted share, for the quarter ended March 31, 2020.

The first quarter results reflect special items that collectively increased net income by a total of $233.5 million. On a pre-tax basis, these items include a lower of cost or market inventory valuation adjustment of $200.0 million and a $51.5 million gain on a tariff settlement, partially offset by severance costs of $7.8 million related to restructuring in our Lubricants and Specialty Products segment and charges related to the Cheyenne Refinery conversion to renewable diesel production, including decommissioning charges of $8.3 million, last-in, first-out (“LIFO”) inventory liquidation costs of $0.9 million and severance charges totaling $0.5 million. Excluding these items, net loss for the current quarter was $(85.3) million ($(0.53) per diluted share) compared to net income of $86.5 million ($0.53 per diluted share) for the first quarter of 2020, which excludes certain items that collectively decreased net income by $391.1 million.

HollyFrontier’s President & CEO, Michael Jennings, commented, “A record earnings quarter in our Lubricants and Specialties business, as well as steady performance from HEP, helped offset the impacts of heavy planned maintenance and winter storm Uri on our refining segment during the quarter. As we enter the summer, our focus remains on safely completing the build-out of our Renewables business on schedule.”

The Refining segment reported Adjusted EBITDA of $(65.8) million for the first quarter of 2021 compared to $175.9 million for the first quarter of 2020. This decrease was driven by the impacts of planned maintenance and winter storm Uri on our operations and lower realized margins along with higher laid-in crude costs, which resulted in a consolidated refinery gross margin of $8.00 per produced barrel, a 28% decrease compared to $11.06 for the first quarter of 2020. Crude oil charge averaged 348,170 barrels per day (“BPD”) for the current quarter compared to 392,630 BPD for the first quarter of 2020.

The Lubricants and Specialty Products segment reported EBITDA of $87.1 million for the first quarter of 2021 compared to $32.3 million in the first quarter of 2020. Excluding the $7.8 million related to restructuring in our Lubricants and Specialty Products segment, Adjusted EBITDA was $94.9 million. This increase was driven by strong base oil margins in the first quarter of 2021.

Holly Energy Partners, L.P. (“HEP”) reported EBITDA of $96.2 million for the first quarter of 2021 compared to $64.4 million in the first quarter of 2020.

For the first quarter of 2021, net cash provided by operations totaled $62.3 million. During the period, HollyFrontier declared and paid a dividend of $0.35 per share to shareholders totaling $57.7 million. At March 31, 2021, the Company’s cash and cash equivalents totaled $1,193.4 million, a $174.9 million decrease over cash and cash equivalents of $1,368.3 million at December 31, 2020. Additionally, the Company’s consolidated debt was $3,126.1 million. The Company’s debt, exclusive of HEP debt, which is nonrecourse to HollyFrontier, was $1,737.8 million at March 31, 2021.

The Company has scheduled a webcast conference call for today, May 5, 2021, at 8:30 AM Eastern Time to discuss first quarter financial results. This webcast may be accessed at: https://event.on24.com/wcc/r/3081846/EF98CFA2BFD7FDCC6F3E486A1640262F. An audio archive of this webcast will be available using the above noted link through May 19, 2021.

HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier owns and operates refineries located in Kansas, Oklahoma, New Mexico and Utah and markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. In addition, HollyFrontier produces base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and exports products to more than 80 countries. HollyFrontier also owns a 57% limited partner interest and a non-economic general partner interest in Holly Energy Partners, L.P., a master limited partnership that provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HollyFrontier Corporation subsidiaries.

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the Securities and Exchange Commission. Forward-looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, the Company’s ability to successfully close the pending Puget Sound refinery transaction, or, once closed, integrate the operation of the Puget Sound refinery with our existing operations; the extraordinary market environment and effects of the COVID-19 pandemic, including a significant decline in demand for refined petroleum products in markets that the Company serves; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in the Company’s markets; the spread between market prices for refined products and market prices for crude oil; the possibility of constraints on the transportation of refined products or lubricant and specialty products; the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand; the effects of current and/or future governmental and environmental regulations and policies, including the effects of current and/or future restrictions on various commercial and economic activities in response to the COVID-19 pandemic; the availability and cost of financing to the Company; the effectiveness of the Company’s capital investments and marketing strategies; the Company’s efficiency in carrying out and consummating construction projects, including the Company’s ability to complete announced capital projects, such as the conversion of the Cheyenne Refinery to a renewable diesel facility and the construction of the Artesia renewable diesel unit and pretreatment unit, on time and within budget; the Company’s ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of the Company to acquire refined or lubricant product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations; the possibility of terrorist or cyberattacks and the consequences of any such attacks; general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States; continued deterioration in gross margins or a prolonged economic slowdown due to the COVID-19 pandemic could result in an impairment of goodwill and/or additional long-lived asset impairments; and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s Securities and Exchange Commission filings. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

RESULTS OF OPERATIONS

Financial Data (all information in this release is unaudited)

 

 

Three Months Ended

March 31,

Change from 2020

 

2021

2020

Change

Percent

 

(In thousands, except per share data)

Sales and other revenues

$

3,504,293

 

$

3,400,545

 

$

103,748

 

3

%

Operating costs and expenses:

 

 

 

 

Cost of products sold:

 

 

 

 

Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)

2,960,305

 

2,693,726

 

266,579

 

10

 

Lower of cost or market inventory valuation adjustment

(200,037

)

560,464

 

(760,501

)

(136

)

 

2,760,268

 

3,254,190

 

(493,922

)

(15

)

Operating expenses

399,909

 

328,345

 

71,564

 

22

 

Selling, general and administrative expenses

81,975

 

87,737

 

(5,762

)

(7

)

Depreciation and amortization

124,079

 

140,575

 

(16,496

)

(12

)

Total operating costs and expenses

3,366,231

 

3,810,847

 

(444,616

)

(12

)

Income (loss) from operations

138,062

 

(410,302

)

548,364

 

(134

)

 

 

 

 

 

Other income (expense):

 

 

 

 

Earnings of equity method investments

1,763

 

1,714

 

49

 

3

 

Interest income

1,031

 

4,073

 

(3,042

)

(75

)

Interest expense

(38,386

)

(22,639

)

(15,747

)

70

 

Gain on tariff settlement

51,500

 

 

51,500

 

 

Loss on early extinguishment of debt

 

(25,915

)

25,915

 

(100

)

Loss on foreign currency transactions

(1,317

)

(4,233

)

2,916

 

(69

)

Other, net

1,890

 

1,850

 

40

 

2

 

 

16,481

 

(45,150

)

61,631

 

(137

)

Income (loss) before income taxes

154,543

 

(455,452

)

609,995

 

(134

)

Income tax benefit

(28,307

)

(162,166

)

133,859

 

(83

)

Net income (loss)

182,850

 

(293,286

)

476,136

 

(162

)

Less net income attributable to noncontrolling interest

34,633

 

11,337

 

23,296

 

205

 

Net income (loss) attributable to HollyFrontier stockholders

$

148,217

 

$

(304,623

)

$

452,840

 

(149

)%

 

 

 

 

 

Earnings (loss) per share

 

 

 

 

Basic

$

0.90

 

$

(1.88

)

$

2.78

 

(148

)%

Diluted

$

0.90

 

$

(1.88

)

$

2.78

 

(148

)%

Cash dividends declared per common share

$

0.35

 

$

0.35

 

$

 

%

Average number of common shares outstanding:

 

 

 

 

Basic

162,479

 

161,873

 

606

 

%

Diluted

162,479

 

161,873

 

606

 

%

 

 

 

 

 

EBITDA

$

281,344

 

$

(307,648

)

$

588,992

 

(191

)%

Adjusted EBITDA

$

47,308

 

$

268,769

 

$

(221,461

)

(82

)%

 
 

Balance Sheet Data

 

 

March 31,

 

December 31,

 

2021

 

2020

 

(In thousands)

Cash and cash equivalents

$

1,193,428

 

 

$

1,368,318

 

Working capital

$

1,942,968

 

 

$

1,935,605

 

Total assets

$

11,934,817

 

 

$

11,506,864

 

Long-term debt

$

3,126,091

 

 

$

3,142,718

 

Total equity

$

5,838,046

 

 

$

5,722,203

 

 

Segment Information

Our operations are organized into three reportable segments, Refining, Lubricants and Specialty Products and HEP. Our operations that are not included in the Refining, Lubricants and Specialty Products and HEP segments are included in Corporate and Other. Intersegment transactions are eliminated in our consolidated financial statements and are included in Eliminations. Corporate and Other and Eliminations are aggregated and presented under the Corporate, Other and Eliminations column.

The Refining segment includes the operations of our El Dorado, Tulsa, Navajo, Woods Cross Refineries and HollyFrontier Asphalt Company LLC (“HFC Asphalt”) (aggregated as a reportable segment). Refining activities involve the purchase and refining of crude oil and wholesale and branded marketing of refined products, such as gasoline, diesel fuel and jet fuel. These petroleum products are primarily marketed in the Mid-Continent, Southwest and Rocky Mountain geographic regions of the United States. HFC Asphalt operates various asphalt terminals in Arizona, New Mexico and Oklahoma. The Refining segment also included the operations of the Cheyenne Refinery until it permanently ceased petroleum refining operations during the third quarter of 2020.

The Lubricants and Specialty Products segment involves Petro-Canada Lubricants Inc.’s (“PCLI”) production operations, located in Mississauga, Ontario, that include lubricant products such as base oils, white oils, specialty products and finished lubricants and the operations of our Petro-Canada Lubricants business that includes the marketing of products to both retail and wholesale outlets through a global sales network with locations in Canada, the United States, Europe and China. Additionally, the Lubricants and Specialty Products segment includes specialty lubricant products produced at our Tulsa refineries that are marketed throughout North America and are distributed in Central and South America, the operations of Red Giant Oil, one of the largest suppliers of locomotive engine oil in North America and the operations of Sonneborn, a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe.

The HEP segment involves all of the operations of HEP, a consolidated variable interest entity, which owns and operates logistics assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units in the Mid-Continent, Southwest and Rocky Mountain geographic regions of the United States. The HEP segment also includes a 75% interest in UNEV Pipeline, LLC (an HEP consolidated subsidiary), and a 50% ownership interest in each of Osage Pipeline Company, LLC, Cheyenne Pipeline LLC and Cushing Connect Pipeline & Terminal LLC. Revenues from the HEP segment are earned through transactions with unaffiliated parties for pipeline transportation, rental and terminalling operations as well as revenues relating to pipeline transportation services provided for our refining operations. Due to certain basis differences, our reported amounts for the HEP segment may not agree to amounts reported in HEP’s periodic public filings.

 

Refining

Lubricants and Specialty Products

HEP

Corporate, Other and Eliminations

Consolidated Total

 

(In thousands)

Three Months Ended March 31, 2021

 

 

 

 

Sales and other revenues:

 

 

 

 

 

Revenues from external customers

$

2,957,033

 

$

521,998

$

25,258

$

4

 

$

3,504,293

 

Intersegment revenues

60,462

 

2,565

101,926

(164,953

)

 

 

$

3,017,495

 

$

524,563

$

127,184

$

(164,949

)

$

3,504,293

 

Cost of products sold (exclusive of lower of cost or market inventory)

$

2,761,943

 

$

331,523

$

$

(133,161

)

$

2,960,305

 

Lower of cost or market inventory valuation adjustment

$

(199,528

)

$

$

$

(509

)

$

(200,037

)

Operating expenses

$

292,855

 

$

60,753

$

41,365

$

4,936

 

$

399,909

 

Selling, general and administrative expenses

$

28,496

 

$

45,553

$

2,969

$

4,957

 

$

81,975

 

Depreciation and amortization

$

88,082

 

$

20,121

$

23,006

$

(7,130

)

$

124,079

 

Income (loss) from operations

$

45,647

 

$

66,613

$

59,844

$

(34,042

)

$

138,062

 

Income (loss) before interest and income taxes

$

45,677

 

$

66,985

$

86,758

$

(7,522

)

$

191,898

 

Net income attributable to noncontrolling interest

$

 

$

$

1,646

$

32,987

 

$

34,633

 

Earnings of equity method investments

$

 

$

$

1,763

$

 

$

1,763

 

Capital expenditures

$

40,361

 

$

4,087

$

33,218

$

72,295

 

$

149,961

 

 

 

 

 

 

 

Three Months Ended March 31, 2020

 

 

 

 

Sales and other revenues:

 

 

 

 

 

Revenues from external customers

$

2,850,620

 

$

523,499

$

26,426

$

 

$

3,400,545

 

Intersegment revenues

84,246

 

3,104

101,428

(188,778

)

 

 

$

2,934,866

 

$

526,603

$

127,854

$

(188,778

)

$

3,400,545

 

Cost of products sold (exclusive of lower of cost or market inventory)

$

2,468,751

 

$

391,380

$

$

(166,405

)

$

2,693,726

 

Lower of cost or market inventory valuation adjustment

$

560,464

 

$

$

$

 

$

560,464

 

Operating expenses

$

259,174

 

$

54,131

$

34,981

$

(19,941

)

$

328,345

 

Selling, general and administrative expenses

$

31,000

 

$

48,962

$

2,702

$

5,073

 

$

87,737

 

Depreciation and amortization

$

90,179

 

$

22,049

$

23,978

$

4,369

 

$

140,575

 

Income (loss) from operations

$

(474,702

)

$

10,081

$

66,193

$

(11,874

)

$

(410,302

)

Income (loss) before interest and income taxes

$

(474,702

)

$

10,290

$

42,498

$

(14,972

)

$

(436,886

)

Net income attributable to noncontrolling interest

$

 

$

$

1,216

$

10,121

 

$

11,337

 

Earnings of equity method investments

$

 

$

$

1,714

$

 

$

1,714

 

Capital expenditures

$

53,014

 

$

9,081

$

18,942

$

2,712

 

$

83,749

 

 

Refining

Lubricants and Specialty Products

HEP

Corporate, Other and Eliminations

Consolidated Total

 

(In thousands)

March 31, 2021

 

 

 

 

 

Cash and cash equivalents

$

7,090

$

110,788

$

19,753

$

1,055,797

$

1,193,428

Total assets

$

6,781,110

$

1,875,026

$

2,250,230

$

1,028,451

$

11,934,817

Long-term debt

$

$

$

1,388,335

$

1,737,756

$

3,126,091

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

Cash and cash equivalents

$

3,106

$

163,729

$

21,990

$

1,179,493

$

1,368,318

Total assets

$

6,203,847

$

1,864,313

$

2,198,478

$

1,240,226

$

11,506,864

Long-term debt

$

$

$

1,405,603

$

1,737,115

$

3,142,718

 

Refining Segment Operating Data

The following tables set forth information, including non-GAAP (Generally Accepted Accounting Principles) performance measures about our refinery operations. Refinery gross and net operating margins do not include the non-cash effects of long-lived asset impairment charges, lower of cost or market inventory valuation adjustments and depreciation and amortization. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.

As of March 31, 2021, our refinery operations included the El Dorado, Tulsa, Navajo and Woods Cross Refineries. In the third quarter of 2020, we permanently ceased petroleum refining operations at our Cheyenne Refinery and subsequently began converting certain assets at our Cheyenne Refinery to renewable diesel production. The disaggregation of our refining geographic operating data is presented in two regions, Mid-Continent and West, to best reflect the economic drivers of our refining operations. The Mid-Continent region continues to be comprised of the El Dorado and Tulsa Refineries, and the new West region is comprised of the Navajo and Woods Cross Refineries. Refining segment operating data for the three months ended March 31, 2020 has been retrospectively adjusted to reflect the revised regional groupings.

 

 

Three Months Ended

March 31,

 

 

2021

 

2020

Mid-Continent Region (El Dorado and Tulsa Refineries)

 

 

Crude charge (BPD) (1)

 

216,290

 

 

252,380

 

Refinery throughput (BPD) (2)

 

229,560

 

 

270,920

 

Sales of produced refined products (BPD) (3)

 

210,680

 

 

259,240

 

Refinery utilization (4)

 

83.2

%

 

97.1

%

 

 

 

 

 

Average per produced barrel (5)

 

 

 

 

Refinery gross margin

 

$

6.45

 

 

$

9.54

 

Refinery operating expenses (6)

 

9.91

 

 

5.30

 

Net operating margin

 

$

(3.46

)

 

$

4.24

 

 

 

 

 

 

Refinery operating expenses per throughput barrel (7)

 

$

9.09

 

 

$

5.07

 

 

 

 

 

 

Feedstocks:

 

 

 

 

Sweet crude oil

 

59

%

 

52

%

Sour crude oil

 

13

%

 

22

%

Heavy sour crude oil

 

22

%

 

19

%

Other feedstocks and blends

 

6

%

 

7

%

Total

 

100

%

 

100

%

 

 

 

 

 

Sales of produced refined products:

 

 

 

 

Gasolines

 

51

%

 

51

%

Diesel fuels

 

34

%

 

32

%

Jet fuels

 

5

%

 

7

%

Fuel oil

 

1

%

 

1

%

Asphalt

 

3

%

 

3

%

Base oils

 

4

%

 

4

%

LPG and other

 

2

%

 

2

%

Total

 

100

%

 

100

%

 

 

Three Months Ended

March 31,

 

 

2021

 

2020

West Region (Navajo and Woods Cross Refineries)

 

 

 

 

Crude charge (BPD) (1)

 

131,880

 

 

140,250

 

Refinery throughput (BPD) (2)

 

144,600

 

 

154,340

 

Sales of produced refined products (BPD) (3)

 

144,260

 

 

150,610

 

Refinery utilization (4)

 

91.0

%

 

96.7

%

 

 

 

 

 

Average per produced barrel (5)

 

 

 

 

Refinery gross margin

 

$

10.26

 

 

$

13.68

 

Refinery operating expenses (6)

 

8.09

 

 

6.91

 

Net operating margin

 

$

2.17

 

 

$

6.77

 

 

 

 

 

 

Refinery operating expenses per throughput barrel (7)

 

$

8.07

 

 

$

6.74

 

 

 

 

 

 

Feedstocks:

 

 

 

 

Sweet crude oil

 

24

%

 

27

%

Sour crude oil

 

59

%

 

52

%

Black wax crude oil

 

8

%

 

12

%

Other feedstocks and blends

 

9

%

 

9

%

Total

 

100

%

 

100

%

 

 

 

 

 

Sales of produced refined products:

 

 

 

 

Gasolines

 

55

%

 

56

%

Diesel fuels

 

36

%

 

36

%

Fuel oil

 

2

%

 

3

%

Asphalt

 

4

%

 

2

%

LPG and other

 

3

%

 

3

%

Total

 

100

%

 

100

%

 

Consolidated

 

 

 

 

Crude charge (BPD) (1)

 

348,170

 

 

392,630

 

Refinery throughput (BPD) (2)

 

374,160

 

 

425,260

 

Sales of produced refined products (BPD) (3)

 

354,940

 

 

409,850

 

Refinery utilization (4)

 

86.0

%

 

96.9

%

 

 

 

 

 

Average per produced barrel (5)

 

 

 

 

Refinery gross margin

 

$

8.00

 

 

$

11.06

 

Refinery operating expenses (6)

 

9.17

 

 

5.89

 

Net operating margin

 

$

(1.17

)

 

$

5.17

 

 

 

 

 

 

Refinery operating expenses per throughput barrel (7)

 

$

8.70

 

 

$

5.68

 

 

 

 

 

 

Feedstocks:

 

 

 

 

Sweet crude oil

 

45

%

 

43

%

Sour crude oil

 

31

%

 

32

%

Heavy sour crude oil

 

14

%

 

12

%

Black wax crude oil

 

3

%

 

5

%

Other feedstocks and blends

 

7

%

 

8

%

Total

 

100

%

 

100

%

 

 

Three Months Ended

March 31,

 

 

2021

 

2020

Consolidated

 

 

 

 

Sales of produced refined products:

 

 

 

 

Gasolines

 

54

%

 

53

%

Diesel fuels

 

35

%

 

33

%

Jet fuels

 

3

%

 

4

%

Fuel oil

 

1

%

 

1

%

Asphalt

 

3

%

 

3

%

Base oils

 

2

%

 

3

%

LPG and other

 

2

%

 

3

%

Total

 

100

%

 

100

%

(1)

Crude charge represents the barrels per day of crude oil processed at our refineries.

(2)

Refinery throughput represents the barrels per day of crude and other refinery feedstocks input to the crude units and other conversion units at our refineries.

(3)

Represents barrels sold of refined products produced at our refineries (including HFC Asphalt) and does not include volumes of refined products purchased for resale or volumes of excess crude oil sold.

(4)

Represents crude charge divided by total crude capacity (“BPSD”). Our consolidated crude capacity is 405,000 BPSD.

(5)

Represents average amount per produced barrel sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.

(6)

Represents total refining segment operating expenses, exclusive of depreciation and amortization and Cheyenne Refinery operating expenses, divided by sales volumes of refined products produced at our refineries.

(7)

Represents total refining segment operating expenses, exclusive of depreciation and amortization and Cheyenne Refinery operating expenses, divided by refinery throughput.

Lubricants and Specialty Products Segment Operating Data

The following table sets forth information about our lubricants and specialty products operations.

 

 

Three Months Ended March 31,

 

 

2021

 

2020

Lubricants and Specialty Products

 

 

 

 

Throughput (BPD)

 

20,410

 

 

21,750

 

Sales of produced products (BPD)

 

32,570

 

 

36,800

 

 

 

 

 

 

Sales of produced products:

 

 

 

 

Finished products

 

52

%

 

47

%

Base oils

 

26

%

 

26

%

Other

 

22

%

 

27

%

Total

 

100

%

 

100

%

Supplemental financial data attributable to our Lubricants and Specialty Products segment is presented below:

 

Rack Back (1)

Rack Forward (2)

Eliminations (3)

Total Lubricants and Specialty Products

 

(In thousands)

Three months ended March 31, 2021

 

 

 

 

Sales and other revenues

$

173,442

 

$

483,246

$

(132,125

)

$

524,563

Cost of products sold

$

132,532

 

$

331,116

$

(132,125

)

$

331,523

Operating expenses

$

28,621

 

$

32,132

$

 

$

60,753

Selling, general and administrative expenses

$

6,739

 

$

38,814

$

 

$

45,553

Depreciation and amortization

$

7,305

 

$

12,816

$

 

$

20,121

Income (loss) from operations

$

(1,755

)

$

68,368

$

 

$

66,613

Income (loss) before interest and income taxes

$

(1,755

)

$

68,740

$

 

$

66,985

EBITDA

$

5,550

 

$

81,556

$

 

$

87,106

 

 

 

 

 

Three months ended March 31, 2020

 

 

 

 

Sales and other revenues

$

164,829

 

$

474,057

$

(112,283

)

$

526,603

Cost of products sold

$

180,600

 

$

323,063

$

(112,283

)

$

391,380

Operating expenses

$

23,269

 

$

30,862

$

 

$

54,131

Selling, general and administrative expenses

$

5,363

 

$

43,599

$

 

$

48,962

Depreciation and amortization

$

10,867

 

$

11,182

$

 

$

22,049

Income (loss) from operations

$

(55,270

)

$

65,351

$

 

$

10,081

Income (loss) before interest and income taxes

$

(55,270

)

$

65,560

$

 

$

10,290

EBITDA

$

(44,403

)

$

76,742

$

 

$

32,339

(1)

Rack Back consists of the PCLI base oil production activities, by-product sales to third parties and intra-segment base oil sales to Rack Forward.

(2)

Rack Forward activities include the purchase of base oils from Rack Back and the blending, packaging, marketing and distribution and sales of finished lubricants and specialty products to third parties.

(3)

Intra-segment sales of Rack Back produced base oils to Rack Forward are eliminated under the “Eliminations” column.

Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles

Reconciliations of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA excluding special items (“Adjusted EBITDA”) to amounts reported under generally accepted accounting principles (“GAAP”) in financial statements.

Earnings before interest, taxes, depreciation and amortization, referred to as EBITDA, is calculated as net income (loss) attributable to HollyFrontier stockholders plus (i) interest expense, net of interest income, (ii) income tax provision and (iii) depreciation and amortization. Adjusted EBITDA is calculated as EBITDA plus or minus (i) lower of cost or market inventory valuation adjustments, (ii) HollyFrontier’s pro-rata share of HEP’s loss on early extinguishment of debt, (iii) severance costs, (iv) restructuring charges, (v) Cheyenne Refinery LIFO inventory liquidation costs, (vi) decommissioning costs, (vii) acquisition integration and regulatory costs and (viii) gain on tariff settlement.

EBITDA and Adjusted EBITDA are not calculations provided for under accounting principles generally accepted in the United States; however, the amounts included in these calculations are derived from amounts included in our consolidated financial statements. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures of other companies. These are presented here because they are widely used financial indicators used by investors and analysts to measure performance. EBITDA and Adjusted EBITDA are also used by our management for internal analysis and as a basis for financial covenants.

Set forth below is our calculation of EBITDA and Adjusted EBITDA.

 

Three Months Ended

March 31,

 

2021

2020

 

(In thousands)

Net income (loss) attributable to HollyFrontier stockholders

$

148,217

 

$

(304,623

)

Subtract income tax benefit

(28,307

)

(162,166

)

Add interest expense

38,386

 

22,639

 

Subtract interest income

(1,031

)

(4,073

)

Add depreciation and amortization

124,079

 

140,575

 

EBITDA

$

281,344

 

$

(307,648

)

Add (subtract) lower of cost or market inventory valuation adjustment

(200,037

)

560,464

 

Add HollyFrontier’s pro-rata share of HEP’s loss on early extinguishment of debt

 

14,656

 

Add severance costs

514

 

 

Add restructuring charges

7,813

 

 

Add Cheyenne Refinery LIFO inventory liquidation costs

923

 

 

Add decommissioning costs

8,251

 

 

Add acquisition integration and regulatory costs

 

1,297

 

Subtract gain on tariff settlement

(51,500

)

 

Adjusted EBITDA

$

47,308

 

$

268,769

 

EBITDA and Adjusted EBITDA attributable to our Refining segment is presented below:

 

Three Months Ended

March 31,

Refining Segment

2021

2020

 

(In thousands)

Income (loss) from before interest and income taxes (1)

$

45,677

 

$

(474,702

)

Add depreciation and amortization

88,082

 

90,179

 

EBITDA

133,759

 

(384,523

)

Add (subtract) lower of cost or market inventory valuation adjustment

(199,528

)

560,464

 

Adjusted EBITDA

$

(65,769

)

$

175,941

 

(1)

Income (loss) before interest and income taxes of our Refining segment represents income (loss) plus (i) interest expense, net of interest income and (ii) income tax provision.

EBITDA and Adjusted EBITDA attributable to our Lubricants and Specialty Products segment is set forth below.

Lubricants and Specialty Products Segment

 

Rack Back

 

Rack Forward

 

Total Lubricants and Specialty Products

 

 

(In thousands)

Three months ended March 31, 2021

 

 

 

 

 

 

Income (loss) before interest and income taxes (1)

 

$

(1,755

)

 

$

68,740

 

 

$

66,985

 

Add depreciation and amortization

 

7,305

 

 

12,816

 

 

20,121

 

EBITDA

 

5,550

 

 

81,556

 

 

87,106

 

Add restructuring charges

 

1,079

 

 

6,734

 

 

7,813

 

Adjusted EBITDA

 

$

6,629

 

 

$

88,290

 

 

$

94,919

 

 

 

 

 

 

 

 

Three months ended March 31, 2020

 

 

 

 

 

 

Income (loss) before interest and income taxes (1)

 

$

(55,270

)

 

$

65,560

 

 

$

10,290

 

Add depreciation and amortization

 

10,867

 

 

11,182

 

 

22,049

 

EBITDA

 

$

(44,403

)

 

$

76,742

 

 

$

32,339

 

(1)

Income (loss) before interest and income taxes of our Lubricants and Specialty Products segment represents income (loss) plus (i) interest expense, net of interest income and (ii) income tax provision.

Reconciliations of refinery operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in financial statements.

Refinery gross margin and net operating margin are non-GAAP performance measures that are used by our management and others to compare our refining performance to that of other companies in our industry. We believe these margin measures are helpful to investors in evaluating our refining performance on a relative and absolute basis. Refinery gross margin per produced barrel sold is total refining segment revenues less total refining segment cost of products sold, exclusive of lower of cost or market inventory valuation adjustments, divided by sales volumes of produced refined products sold. Net operating margin per barrel sold is the difference between refinery gross margin and refinery operating expenses per produced barrel sold. These two margins do not include the non-cash effects of lower of cost or market inventory valuation adjustments or depreciation and amortization. Each of these component performance measures can be reconciled directly to our consolidated statements of income. Other companies in our industry may not calculate these performance measures in the same manner.

Below are reconciliations to our consolidated statements of income for refinery net operating and gross margin and operating expenses, in each case averaged per produced barrel sold. Due to rounding of reported numbers, some amounts may not calculate exactly.

Reconciliation of average refining segment net operating margin per produced barrel sold to refinery gross margin to total sales and other revenues

 

Three Months Ended

March 31,

 

2021

2020

 

(Dollars in thousands, except per barrel amounts)

Consolidated

 

 

Net operating margin per produced barrel sold

$

(1.17

)

$

5.17

 

Add average refinery operating expenses per produced barrel sold

9.17

 

5.89

 

Refinery gross margin per produced barrel sold

$

8.00

 

$

11.06

 

Times produced barrels sold (BPD)

354,940

 

409,850

 

Times number of days in period

90

 

91

 

Refining gross margin

$

255,557

 

$

412,498

 

Add (subtract) rounding

(5

)

146

 

West and Mid-Continent regions gross margin

255,552

 

412,644

 

Add West and Mid-Continent regions cost of products sold

2,761,943

 

2,287,109

 

Add Cheyenne refinery sales and other revenues

 

235,113

 

Refining segment sales and other revenues

3,017,495

 

2,934,866

 

Add lubricants and specialty products segment sales and other revenues

524,563

 

526,603

 

Add HEP segment sales and other revenues

127,184

 

127,854

 

Subtract corporate, other and eliminations

(164,949

)

(188,778

)

Sales and other revenues

$

3,504,293

 

$

3,400,545

 

 

Reconciliation of average refining segment operating expenses per produced barrel sold to total operating expenses

 

Three Months Ended

March 31,

 

2021

2020

 

(Dollars in thousands, except per barrel amounts)

Consolidated

 

 

Average operating expenses per produced barrel sold

$

9.17

 

$

5.89

 

Times produced barrels sold (BPD)

354,940

 

409,850

 

Times number of days in period

90

 

91

 

Refining operating expenses

$

292,932

 

$

219,676

 

Add (subtract) rounding

(77

)

(22

)

West and Mid-Continent regions operating expenses

292,855

 

219,654

 

Add Cheyenne Refinery operating expenses

 

39,520

 

Refining segment operating expenses

292,855

 

259,174

 

Add lubricants and specialty products segment operating expenses

60,753

 

54,131

 

Add HEP segment operating expenses

41,365

 

34,981

 

Add (subtract) corporate, other and eliminations

4,936

 

(19,941

)

Operating expenses (exclusive of depreciation and amortization)

$

399,909

 

$

328,345

 

Reconciliation of net income (loss) attributable to HollyFrontier stockholders to adjusted net income attributable to HollyFrontier stockholders

Adjusted net income (loss) attributable to HollyFrontier stockholders is a non-GAAP financial measure that excludes non-cash lower of cost or market inventory valuation adjustments, HEP’s loss on early extinguishment of debt, severance costs, restructuring charges, Cheyenne Refinery LIFO inventory liquidation costs, decommissioning costs, acquisition integration and regulatory costs and a gain on a tariff settlement. We believe this measure is helpful to investors and others in evaluating our financial performance and to compare our results to that of other companies in our industry. Similarly titled performance measures of other companies may not be calculated in the same manner.

 

Three Months Ended

March 31,

 

2021

2020

 

(In thousands, except per share amounts)

Consolidated

 

 

GAAP:

 

 

Income (loss) before income taxes

$

154,543

 

$

(455,452

)

Income tax benefit

(28,307

)

(162,166

)

Net income (loss)

182,850

 

(293,286

)

Less net income attributable to noncontrolling interest

34,633

 

11,337

 

Net income (loss) attributable to HollyFrontier stockholders

148,217

 

(304,623

)

 

 

 

Non-GAAP adjustments to arrive at adjusted results:

 

 

Lower of cost or market inventory valuation adjustment

(200,037

)

560,464

 

HEP’s loss on early extinguishment of debt

 

25,915

 

Severance costs

514

 

 

Restructuring charges

7,813

 

 

Cheyenne Refinery LIFO inventory liquidation costs

923

 

 

Decommissioning costs

8,251

 

 

Acquisition integration and regulatory costs

 

1,297

 

Gain on tariff settlement

(51,500

)

 

Total adjustments to income (loss) before income taxes

(234,036

)

587,676

 

Adjustment to income tax benefit (1)

(525

)

185,340

 

Adjustment to net income attributable to noncontrolling interest

 

11,259

 

Total adjustments, net of tax

(233,511

)

391,077

 

 

 

 

Adjusted results – Non-GAAP:

 

 

Adjusted income (loss) before income taxes

(79,493

)

132,224

 

Adjusted income tax expense (benefit) (2)

(28,832

)

23,174

 

Adjusted net income (loss)

(50,661

)

109,050

 

Less net income attributable to noncontrolling interest

34,633

 

22,596

 

Adjusted net income (loss) attributable to HollyFrontier stockholders

$

(85,294

)

$

86,454

 

Adjusted earnings (loss) per share – diluted (3)

$

(0.53

)

$

0.53

 

(1)

Represents adjustment to GAAP income tax benefit to arrive at adjusted income tax expense (benefit), which is computed as follows:

 

Three Months Ended

March 31,

 

2021

2020

 

(In thousands)

 

 

 

Non-GAAP income tax expense (benefit) (2)

$

(28,832

)

$

23,174

 

Subtract GAAP income tax benefit

(28,307

)

(162,166

)

Non-GAAP adjustment to income tax benefit

$

(525

)

$

185,340

 

(2)

Non-GAAP income tax expense (benefit) is computed by a) adjusting HFC’s consolidated estimated Annual Effective Tax Rate (“AETR”) for GAAP purposes for the effects of the above Non-GAAP adjustments b) applying the resulting Adjusted Non-GAAP AETR to Non-GAAP adjusted income before income taxes and c) adjusting for discrete tax items applicable to the period.

 

 

(3)

Adjusted earnings per share – diluted is calculated as adjusted net income (loss) attributable to HollyFrontier stockholders divided by the average number of shares of common stock outstanding assuming dilution ,which is based on weighted-average diluted shares outstanding as that used in the GAAP diluted earnings per share calculation. Income allocated to participating securities, if applicable, in the adjusted earnings per share calculation is the same as that used in GAAP diluted earnings per share calculation.

Reconciliation of effective tax rate to adjusted effective tax rate

 

 

Three Months Ended

March 31,

 

 

2021

 

2020

 

 

(Dollars in thousands)

GAAP:

 

 

 

 

Income (loss) before income taxes

 

$

154,543

 

 

$

(455,452

)

Income tax expense (benefit)

 

$

(28,307

)

 

$

(162,166

)

Effective tax rate for GAAP financial statements

 

(18.3

)%

 

35.6

%

Adjusted – Non-GAAP:

 

 

 

 

Effect of Non-GAAP adjustments

 

54.6

%

 

(18.1

)%

Effective tax rate for adjusted results

 

36.3

%

 

17.5

%

 

Richard L. Voliva III, Executive Vice President and

Chief Financial Officer

Craig Biery, Vice President,

Investor Relations

HollyFrontier Corporation

214-954-6510

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Oil/Gas Energy

MEDIA:

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AmerisourceBergen Reports Fiscal 2021 Second Quarter Results

AmerisourceBergen Reports Fiscal 2021 Second Quarter Results

Revenues of $49.2 billion for the Second Quarter, a 3.7 Percent Increase Year-Over-Year

Second Quarter GAAP Diluted EPS of $2.10 and Adjusted Diluted EPS of $2.53

Adjusted Diluted EPS Guidance Range Raised to $8.45 to $8.60 for Fiscal 2021

CONSHOHOCKEN, Pa.–(BUSINESS WIRE)–
AmerisourceBergen Corporation (NYSE: ABC) today reported that in its fiscal year 2021 second quarter ended March 31, 2021, revenue increased 3.7 percent year-over-year to $49.2 billion. On the basis of U.S. generally accepted accounting principles (GAAP), diluted earnings per share (EPS) was $2.10 for the March quarter of fiscal 2021, compared to $4.64 in the prior year quarter. Adjusted diluted EPS, which is a non-GAAP measure that excludes items described below, increased 5.4 percent to $2.53 in the fiscal second quarter.

AmerisourceBergen is updating its outlook for fiscal year 2021. The Company does not provide forward-looking guidance on a GAAP basis, as discussed below in Fiscal Year 2021 Expectations. Adjusted diluted EPS guidance has been raised from the previous expectation of $8.40 to $8.60 to a range of $8.45 to $8.60, reflecting growth of 7 percent to 9 percent versus the previous fiscal year.

“AmerisourceBergen continues to prove our vital role as a key pillar in the healthcare system. Our solid performance in the March quarter was fueled by our associates who continue to work diligently to provide innovative solutions for our partners to ultimately serve their patients,” said Steven H. Collis, Chairman, President and Chief Executive Officer of AmerisourceBergen.

“Driven by our purpose of being united in our responsibility to create healthier futures, we are strengthening our portfolio of solutions for customers, expanding on our leadership in specialty, focusing on execution and leveraging our capabilities and expertise to support pharmaceutical innovation,” Mr. Collis continued. “AmerisourceBergen is well-positioned to deliver long-term, sustainable growth, supported by our diverse and inclusive teams and our investments in our people and culture.”

Second Quarter Fiscal Year 2021 Summary Results

 

GAAP

 

Adjusted (Non-GAAP)

Revenue

$49.2B

 

$49.2B

Gross Profit

$1.5B

 

$1.5B

Operating Expenses

$909M

 

$806M

Operating Income

$624M

 

$707M

Interest Expense, Net

$35M

 

$35M

Effective Tax Rate

23.4%

 

21.9%

Net Income Attributable to ABC

$435M

 

$524M

Diluted Earnings Per Share

$2.10

 

$2.53

Diluted Shares Outstanding

207M

 

207M

Below, AmerisourceBergen presents descriptive summaries of the Company’s GAAP and adjusted (non-GAAP) quarterly results. In the tables that follow, GAAP results and GAAP to non-GAAP reconciliations are presented. For more information related to non-GAAP financial measures, including adjustments made in the periods presented, please refer to the “Supplemental Information Regarding non-GAAP Financial Measures” following the tables.

Second Quarter GAAP Results

  • Revenue: In the second quarter of fiscal 2021, revenue was $49.2 billion, up 3.7 percent compared to the same quarter in the previous fiscal year, reflecting a 3.4 percent increase in Pharmaceutical Distribution Services revenue and an 11.5 percent increase in revenue within Other.
  • Gross Profit: Gross profit in the second quarter of fiscal 2021 was $1.5 billion, a 10.5 percent increase compared to the same period in the previous fiscal year. Gross profit was favorably impacted by an increase in gross profit for Pharmaceutical Distribution Services, a LIFO credit in the current year quarter in comparison to a LIFO expense in the prior year quarter, and an increase in gross profit for Other. Gross profit as a percentage of revenue was 3.12%, an increase of 19 basis points from the prior year quarter primarily driven by an increase in sales of specialty products in Pharmaceutical Distribution Services and growth in some of the Company’s higher margin businesses.
  • Operating Expenses: In the second quarter of fiscal 2021, operating expenses were $909.0 million, a 15.7 percent decrease compared to the same period last fiscal year. The decrease in operating expenses was primarily due to the $223.7 million impairment of PharMEDium assets recorded in the prior year quarter, which was partially offset by an increase in distribution, selling and administrative costs in the current year quarter. Operating expenses as a percentage of revenue in the fiscal 2021 second quarter were 1.85 percent, compared to 2.27 percent for the same period in the previous fiscal year.
  • Operating Income: In the fiscal 2021 second quarter, operating income increased to $624.3 million from $309.5 million in the prior year quarter. Operating income as a percentage of revenue was 1.27 percent in the second quarter of fiscal 2021, compared to 0.65 percent for the same period in the previous fiscal year due to the increase in gross profit and decrease in operating expenses.
  • Interest Expense, Net:In the fiscal 2021 second quarter, net interest expense of $34.5 million was up 0.3 percent versus the prior year quarter due to a decrease in interest income resulting primarily from a decline in investment interest rates, which was largely offset by lower interest expense.
  • Effective Tax Rate: The effective tax rate was 23.4 percent for the second quarter of fiscal 2021 compared to (251.6) percent in the prior year quarter which was favorably impacted by tax benefits related to the Company’s decision to permanently exit the PharMEDium compounding business in January 2020.
  • Diluted Earnings Per Share: Diluted earnings per share was $2.10 in the second quarter of fiscal 2021 compared to $4.64 in the previous fiscal year’s second quarter. The decrease was primarily due to discrete tax benefits recognized in the prior year period.
  • Diluted Shares Outstanding: Diluted weighted average shares outstanding for the second quarter of fiscal 2021 were 207.3 million, a 0.1 percent increase versus the prior fiscal year second quarter.

Second Quarter Adjusted (non-GAAP) Results

  • Revenue: No adjustments were made to the GAAP presentation of revenue. In the second quarter of fiscal 2021, revenue was $49.2 billion, up 3.7 percent compared to the same quarter in the previous fiscal year, reflecting a 3.4 percent increase in Pharmaceutical Distribution Services revenue and an 11.5 percent increase in revenue within Other.
  • Adjusted Gross Profit: Adjusted gross profit in the fiscal 2021 second quarter was $1.5 billion, which was up 6.7 percent compared to the same period in the previous year due to increases in gross profit in Pharmaceutical Distribution Services and Other. Adjusted gross profit as a percentage of revenue was 3.08 percent in the fiscal 2021 second quarter, an increase of 9 basis points when compared to the prior year quarter primarily driven by an increase in sales of specialty products in Pharmaceutical Distribution Services and growth in some of the Company’s higher margin businesses.
  • Adjusted Operating Expenses: In the second quarter of fiscal 2021, adjusted operating expenses were $805.9 million, an increase of 8.1 percent compared to the same period in the previous fiscal year due to higher distribution, selling, and administrative expenses primarily due to an increase in payroll-related operating costs to support the Company’s current and future revenue growth. Adjusted operating expenses as a percentage of revenue in the fiscal 2021 second quarter was 1.64 percent, an increase of 7 basis points when compared to the prior year quarter.
  • Adjusted Operating Income: In the fiscal 2021 second quarter, adjusted operating income of $706.6 million increased 5.2 percent from the prior year period due to a 4.6 percent increase in Pharmaceutical Distribution Services’ operating income and a 13.8 percent increase in operating income within Other. Adjusted operating income as a percentage of revenue was 1.44 percent in the fiscal 2021 second quarter, an increase of 2 basis points when compared to the prior year quarter.
  • Interest Expense, Net:No adjustments were made to the GAAP presentation of net interest expense.In the fiscal 2021 second quarter, net interest expense of $34.5 million was up 0.3 percent versus the prior year quarter due to a decrease in interest income resulting primarily from a decline in investment interest rates, which was largely offset by lower interest expense.
  • Adjusted Effective Tax Rate: The adjusted effective tax rate was 21.9 percent for the second quarter of fiscal 2021 compared to 21.5 percent in the prior year quarter.
  • Adjusted Diluted Earnings Per Share: Adjusted diluted earnings per share was up 5.4 percent to $2.53 in the second quarter of fiscal 2021 compared to $2.40 in the previous fiscal year’s second quarter, driven by the increase in adjusted operating income.
  • Diluted Shares Outstanding: No adjustments were made to the GAAP presentation of diluted shares outstanding. Diluted weighted average shares outstanding for the second quarter of fiscal 2021 were 207.3 million, a 0.1 percent increase versus the prior fiscal year second quarter.

Segment Discussion

The Company’s operations are comprised of the Pharmaceutical Distribution Services reportable segment and other operating segments that are not significant enough to require separate reportable segment disclosure and, therefore, have been included in Other for the purpose of the reportable segment presentation. Other consists of operating segments that focus on global commercialization services and animal health and includes AmerisourceBergen Consulting Services (ABCS), World Courier and MWI Animal Health (MWI).

Pharmaceutical Distribution Services Segment

Pharmaceutical Distribution Services revenue was $47.1 billion, an increase of 3.4 percent compared to the same quarter in the prior fiscal year primarily due to increased sales of specialty products, including COVID-19 treatments. Segment operating income of $589.0 million in the second quarter of fiscal 2021 was up 4.6 percent compared to the same period in the previous fiscal year, primarily due to the growth in sales of specialty products.

Other

Revenue in Other was $2.1 billion in the second quarter of fiscal 2021, an increase of 11.5 percent compared to the same period in the prior fiscal year due to growth at all three operating segments: MWI, ABCS, and World Courier. Operating income in Other increased 13.8 percent to $123.2 million in the second quarter of fiscal 2021 due to the strong performance of World Courier and MWI.

Recent Company Highlights & Milestones

  • AmerisourceBergen released its 2020 Global Sustainability Report and ESG Reporting Index, detailing the impact of its robust sustainability and community efforts. This year, AmerisourceBergen made its report available through the launch of a new microsite, which serves as a comprehensive, interactive resource to showcase data, information and relevant assets from the Company in connection with topics related to ESG. For the third year in a row, selected information within the 2020 report was assured by ERM Certification and Verification Services.
  • The Anti-Defamation League (ADL) Philadelphia chapter presented the Americanism Award to Steven H. Collis, Chairman, President & CEO, and AmerisourceBergen for their commitment to fighting hate locally, across the country and the world. The Americanism Award has honored leaders in business, community affairs and charitable endeavors who distinguish themselves and their organizations through their dedication to preserving liberty and advancing the cause of human rights, respect, dignity and equal opportunity.
  • The AmerisourceBergen Foundation, an independent not-for-profit charitable giving organization focused on supporting health-related causes that enrich the global community, announced a $700,000 donation to Boys & Girls Clubs of America to support COVID-19 vaccine education and awareness in an effort to remove barriers to vital healthcare access.

Fiscal Year 2021 Expectations

The Company does not provide forward-looking guidance on a GAAP basis as certain financial information, the probable significance of which cannot be determined, is not available or cannot be reasonably estimated. Please refer to the Supplemental Information Regarding Non-GAAP Financial Measures following the tables for additional information.

Fiscal Year 2021 Expectations on an Adjusted (non-GAAP) Basis

AmerisourceBergen has updated its fiscal year 2021 financial guidance to reflect the Company’s continued strong performance, including better than expected performance in our Global Commercialization Services & Animal Health group, and an incrementally higher expected share count for the year. This updated financial guidance does not include any contribution from the proposed Alliance Healthcare acquisition and does not reflect the weighted average share count impact of the 2 million shares of AmerisourceBergen common stock that will be delivered at closing of the transaction. The Company now expects:

  • Adjusted Diluted EPS to be in the range of $8.45 to $8.60, raised from the previous range of $8.40 to $8.60.

Additional expectations now include:

  • Adjusted operating expense growth in the high-single digit percent range, narrowed from the mid- to high-single digit percent range;
  • Other, which is comprised of our Global Commercialization Services & Animal Health businesses, operating income growth in the low-double digit percent range, up from the mid- to high-single digit percent range;
  • Weighted average shares to be between 207 million and 208 million, raised from the previous expectation of approximately 207 million for the fiscal year.

All other previously communicated aspects of the Company’s fiscal year 2021 financial guidance and assumptions remain the same.

Dividend Declaration

The Company’s Board of Directors declared a quarterly cash dividend of $0.44 per common share, payable June 1, 2021, to stockholders of record at the close of business on May 17, 2021.

Conference Call & Slide Presentation

The Company will host a conference call to discuss the results at 8:30 a.m. ET on May 5, 2021. A slide presentation for investors has also been posted on the Company’s website at investor.amerisourcebergen.com. Participating in the conference call will be:

  • Steven H. Collis, Chairman, President & Chief Executive Officer
  • James F. Cleary, Executive Vice President & Chief Financial Officer

The dial-in number for the live call will be (844) 808-6694. From outside the United States, dial +1 (412) 317-5282. No access code is required. The live call will also be webcast via the Company’s website at investor.amerisourcebergen.com. Users are encouraged to log on to the webcast approximately 10 minutes in advance of the scheduled start time of the call.

Replays of the call will be made available via telephone and webcast. A replay of the webcast will be posted on investor.amerisourcebergen.com approximately one hour after the completion of the call and will remain available for one year. The telephone replay will also be available approximately one hour after the completion of the call and will remain available for seven days. To access the telephone replay from within the U.S., dial (877) 344-7529. From Canada, dial +1 (855) 669-9658. From outside the United States and Canada, dial +1 (412) 317-0088. The access code for the replay is 10153917.

About AmerisourceBergen

AmerisourceBergen fosters a positive impact on the health of people and communities around the world by advancing the development and delivery of pharmaceuticals and healthcare products. As a leading global healthcare company, with a foundation in pharmaceutical distribution and solutions for manufacturers, pharmacies and providers, we create unparalleled access, efficiency and reliability for human and animal health. Our 22,000 global team members power our purpose: We are united in our responsibility to create healthier futures. AmerisourceBergen is ranked #10 on the Fortune 500 with more than $185 billion in annual revenue. Learn more at investor.amerisourcebergen.com.

AmerisourceBergen’s Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this press release are “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 (the “Securities Exchange Act”). Words such as “expect,” “likely,” “outlook,” “forecast,” “would,” “could,” “should,” “can,” “project,” “intend,” “plan,” “continue,” “sustain,” “synergy,” “on track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates that could prove incorrect or could cause actual results to vary materially from those indicated. Among the factors that could cause actual results to differ materially from those projected, anticipated, or implied are the following: unfavorable trends in brand and generic pharmaceutical pricing, including in rate or frequency of price inflation or deflation; competition and industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for our products and services; changes in the United States healthcare and regulatory environment, including changes that could impact prescription drug reimbursement under Medicare and Medicaid; increasing governmental regulations regarding the pharmaceutical supply channel; declining reimbursement rates for pharmaceuticals; continued federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances; continued prosecution or suit by federal, state and other governmental entities of alleged violations of laws and regulations regarding controlled substances, including due to failure to achieve a global resolution of the multi-district opioid litigation and other related state court litigation, and any related disputes, including shareholder derivative lawsuits; increased federal scrutiny and litigation, including qui tam litigation, for alleged violations of laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical products or services, and associated reserves and costs; failure to comply with the Corporate Integrity Agreement; material adverse resolution of pending legal proceedings; the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers; changes to customer or supplier payment terms, including as a result of the COVID-19 impact on such payment terms; the Company’s ability to consummate the proposed acquisition of Walgreens Boots Alliance, Inc.’s Alliance Healthcare businesses and related strategic transactions; the regulatory approvals required for the proposed acquisition and related strategic transactions not being obtained on the terms expected or on the anticipated schedule or at all; the integration of the Alliance Healthcare business into the Company being more difficult, time consuming or costly than expected; the Company’s or Alliance Healthcare’s failure to achieve expected or targeted future financial and operating performance and results; the effects of disruption from the proposed acquisition and related strategic transactions on the respective businesses of the Company and Alliance Healthcare and the fact that the announcement or pendency of the proposed acquisition and related strategic transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the acquisition of businesses, including the proposed acquisition of the Alliance Healthcare businesses and related strategic transactions, that do not perform as expected, or that are difficult to integrate or control, or the inability to capture all of the anticipated synergies related thereto or to capture the anticipated synergies within the expected time period; risks associated with the strategic, long-term relationship between Walgreens Boots Alliance, Inc. and the Company, including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement; managing foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws and regulations; financial market volatility and disruption; changes in tax laws or legislative initiatives that could adversely affect the Company’s tax positions and/or the Company’s tax liabilities or adverse resolution of challenges to the Company’s tax positions; substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer, including as a result of COVID-19; the loss, bankruptcy or insolvency of a major supplier, including as a result of COVID-19; financial and other impacts of COVID-19 on our operations or business continuity; changes to the customer or supplier mix; malfunction, failure or breach of sophisticated information systems to operate as designed; risks generally associated with data privacy regulation and the international transfer of personal data; natural disasters or other unexpected events, such as additional pandemics, that affect the Company’s operations; the impairment of goodwill or other intangible assets (including any additional impairments with respect to foreign operations), resulting in a charge to earnings; the Company’s ability to manage and complete divestitures; the disruption of the Company’s cash flow and ability to return value to its stockholders in accordance with its past practices; interest rate and foreign currency exchange rate fluctuations; declining economic conditions in the United States and abroad; and other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting the Company’s business generally. Certain additional factors that management believes could cause actual outcomes and results to differ materially from those described in forward-looking statements are set forth (i) in Item 1A (Risk Factors), in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 and elsewhere in that report and (ii) in other reports filed by the Company pursuant to the Securities Exchange Act. The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by the federal securities laws.

AMERISOURCEBERGEN CORPORATION

FINANCIAL SUMMARY

(In thousands, except per share data)

(unaudited)

 

 

Three

Months Ended

March 31, 2021

 

% of

Revenue

 

Three

Months Ended

March 31, 2020

 

% of

Revenue

 

%

Change

Revenue

 

$

49,154,171

 

 

 

 

$

47,417,639

 

 

 

 

3.7

%

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

47,620,790

 

 

 

 

46,029,532

 

 

 

 

3.5

%

 

 

 

 

 

 

 

 

 

 

 

Gross profit 1

 

1,533,381

 

 

3.12

%

 

1,388,107

 

 

2.93

%

 

10.5

%

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Distribution, selling, and administrative 2

 

730,081

 

 

1.49

%

 

693,413

 

 

1.46

%

 

5.3

%

Depreciation and amortization

 

100,797

 

 

0.21

%

 

93,795

 

 

0.20

%

 

7.5

%

Employee severance, litigation, and other 3

 

78,156

 

 

 

 

67,732

 

 

 

 

 

Impairment of PharMEDium assets

 

 

 

 

 

223,652

 

 

 

 

 

Total operating expenses

 

909,034

 

 

1.85

%

 

1,078,592

 

 

2.27

%

 

(15.7

)%

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

624,347

 

 

1.27

%

 

309,515

 

 

0.65

%

 

101.7

%

 

 

 

 

 

 

 

 

 

 

 

Other loss (income), net 4

 

23,310

 

 

 

 

(1,109

)

 

 

 

 

Interest expense, net

 

34,526

 

 

 

 

34,421

 

 

 

 

0.3

%

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

566,511

 

 

1.15

%

 

276,203

 

 

0.58

%

 

105.1

%

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit) 5

 

132,506

 

 

 

 

(694,908

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

434,005

 

 

0.88

%

 

971,111

 

 

2.05

%

 

(55.3

)%

 

 

 

 

 

 

 

 

 

 

 

Net loss (income) attributable to noncontrolling interests

 

1,262

 

 

 

 

(10,834

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to AmerisourceBergen Corporation

 

$

435,267

 

 

0.89

%

 

$

960,277

 

 

2.03

%

 

(54.7

)%

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.12

 

 

 

 

$

4.68

 

 

 

 

(54.7

)%

Diluted

 

$

2.10

 

 

 

 

$

4.64

 

 

 

 

(54.7

)%

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

204,916

 

 

 

 

205,370

 

 

 

 

(0.2

)%

Diluted

 

207,315

 

 

 

 

207,062

 

 

 

 

0.1

%

________________________________________

1

Includes a $20.9 million LIFO credit in the three months ended March 31, 2021. Includes a $23.9 million LIFO expense, a $0.1 million gain from antitrust litigation settlements, and $5.0 million of PharMEDium shutdown costs in the three months ended March 31, 2020.

 

 

2

Includes $27.5 million of PharMEDium shutdown costs and a $12.2 million adjustment to Profarma’s estimate of contingent consideration related to the purchase price of one of its prior business acquisitions in the three months ended March 31, 2020.

 

 

3

Includes a $17.1 million legal accrual for estimated costs related to injunctive relief terms associated with our Multidistrict Litigation opioid settlement discussions, $24.9 million of legal fees in connection with opioid lawsuits and investigations, and $36.2 million of other costs in connection with acquisition-related deal and integration costs, business transformation efforts, and other restructuring initiatives in the three months ended March 31, 2021. Includes $25.0 million of employee severance, $30.8 million of litigation costs related to legal fees in connection with opioid lawsuits and investigations, and $11.9 million of other costs in connection with business transformation efforts, other restructuring initiatives, and acquisition-related deal and integration costs in the three months ended March 31, 2020.

 

 

4

Includes a $21.4 million loss on the currency remeasurement of the deferred tax assets relating to Swiss tax reform in the three months ended March 31, 2021.

 

 

5

Includes $2.7 million of expense relating to Swiss tax reform in the three months ended March 31, 2021. Includes $741.0 million of discrete tax benefits primarily attributable to the income tax deductions resulting from the permanent shutdown of the PharMEDium business in the three months ended March 31, 2020.

AMERISOURCEBERGEN CORPORATION

FINANCIAL SUMMARY

(In thousands, except per share data)

(unaudited)

 

 

Six

Months Ended

March 31, 2021

 

% of

Revenue

 

Six

Months Ended

March 31, 2020

 

% of

Revenue

 

%

Change

Revenue

 

$

101,670,727

 

 

 

 

$

95,282,381

 

 

 

 

6.7

%

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

98,685,116

 

 

 

 

92,663,060

 

 

 

 

6.5

%

 

 

 

 

 

 

 

 

 

 

 

Gross profit 1

 

2,985,611

 

 

2.94

%

 

2,619,321

 

 

2.75

%

 

14.0

%

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Distribution, selling, and administrative 2

 

1,465,149

 

 

1.44

%

 

1,379,366

 

 

1.45

%

 

6.2

%

Depreciation and amortization

 

200,350

 

 

0.20

%

 

198,310

 

 

0.21

%

 

1.0

%

Employee severance, litigation, and other 3

 

148,537

 

 

 

 

107,041

 

 

 

 

 

Impairment of PharMEDium assets

 

 

 

 

 

361,652

 

 

 

 

 

Total operating expenses

 

1,814,036

 

 

1.78

%

 

2,046,369

 

 

2.15

%

 

(11.4

)%

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

1,171,575

 

 

1.15

%

 

572,952

 

 

0.60

%

 

104.5

%

 

 

 

 

 

 

 

 

 

 

 

Other loss, net 4

 

9,042

 

 

 

 

1,733

 

 

 

 

 

Interest expense, net

 

68,140

 

 

 

 

65,428

 

 

 

 

4.1

%

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

1,094,393

 

 

1.08

%

 

505,791

 

 

0.53

%

 

116.4

%

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit) 5

 

281,681

 

 

 

 

(651,888

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

812,712

 

 

0.80

%

 

1,157,679

 

 

1.21

%

 

(29.8

)%

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

(2,600

)

 

 

 

(9,762

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to AmerisourceBergen Corporation

 

$

810,112

 

 

0.80

%

 

$

1,147,917

 

 

1.20

%

 

(29.4

)%

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

Basic

 

$

3.96

 

 

 

 

$

5.58

 

 

 

 

(29.0

)%

Diluted

 

$

3.91

 

 

 

 

$

5.54

 

 

 

 

(29.4

)%

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

204,804

 

 

 

 

205,693

 

 

 

 

(0.4

)%

Diluted

 

207,063

 

 

 

 

207,293

 

 

 

 

(0.1

)%

________________________________________

 

 

1

Includes a $46.6 million LIFO credit in the six months ended March 31, 2021. Includes a $37.1 million LIFO expense, an $8.5 million gain from antitrust litigation settlements, and $12.1 million of PharMEDium shutdown and remediation costs in the six months ended March 31, 2020.

 

 

2

Includes $36.5 million of PharMEDium shutdown and remediation costs and a $12.2 million adjustment to Profarma’s estimate of contingent consideration related to the purchase price of one of its prior business acquisitions in the six months ended March 31, 2020.

 

 

3

Includes a $17.1 million legal accrual for estimated costs related to injunctive relief terms associated with our Multidistrict Litigation opioid settlement discussions, $56.9 million of litigation and opioid-related costs related to legal fees in connection with opioid lawsuits and investigations, and $74.5 million of other costs in connection with acquisition-related deal and integration costs, business transformation efforts, and other restructuring initiatives in the six months ended March 31, 2021. Includes $25.8 million of employee severance, $55.5 million of litigation costs related to legal fees in connection with opioid lawsuits and investigations, and $25.7 million of other costs in connection with business transformation efforts, other restructuring initiatives, and acquisition-related deal and integration costs in the six months ended March 31, 2020.

 

 

4

Includes a $7.3 million loss on the currency remeasurement of the deferred tax assets relating to Swiss tax reform in the six months ended March 31, 2021.

 

 

5

Includes $55.0 million of expense relating to Swiss tax reform and $20.4 million of discrete tax benefits primarily attributable to the income tax deductions resulting from the permanent shutdown of the PharMEDium business in the six months ended March 31, 2021. Includes $741.0 million of discrete tax benefits primarily attributable to the income tax deductions resulting from the permanent shutdown of the PharMEDium business in the six months ended March 31, 2020.

AMERISOURCEBERGEN CORPORATION

GAAP TO NON-GAAP RECONCILIATIONS

(in thousands, except per share data)

(unaudited)

 

 

Three Months Ended March 31, 2021

 

 

Gross Profit

 

Operating

Expenses

 

Operating

Income

 

Income

Before

Income Taxes

 

Income Tax

Expense

 

Net Loss

Attributable to

Noncontrolling

Interests

 

Net Income

Attributable

to ABC

 

Diluted

Earnings

Per Share

GAAP

 

$

1,533,381

 

 

$

909,034

 

 

$

624,347

 

 

$

566,511

 

 

$

132,506

 

 

$

1,262

 

 

$

435,267

 

 

$

2.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO credit

 

(20,918

)

 

 

 

(20,918

)

 

(20,918

)

 

(4,957

)

 

 

 

(15,961

)

 

(0.08

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related intangibles amortization

 

 

 

(24,973

)

 

24,973

 

 

24,973

 

 

3,302

 

 

(437

)

 

21,234

 

 

0.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee severance, litigation, and other 1

 

 

 

(78,156

)

 

78,156

 

 

78,156

 

 

18,494

 

 

 

 

59,662

 

 

0.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax reform 2

 

 

 

 

 

 

 

21,368

 

 

(2,701

)

 

 

 

24,069

 

 

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Non-GAAP

 

$

1,512,463

 

 

$

805,905

 

 

$

706,558

 

 

$

670,090

 

 

$

146,644

 

 

$

825

 

 

$

524,271

 

 

$

2.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Non-GAAP % change vs. prior year

 

6.7

%

 

8.1

%

 

5.2

%

 

5.0

%

 

6.9

%

 

 

 

5.4

%

 

5.4

%

 

Percentages of Revenue:

 

GAAP

 

Adjusted

Non-GAAP

Gross profit

 

3.12

%

 

3.08

%

Operating expenses

 

1.85

%

 

1.64

%

Operating income

 

1.27

%

 

1.44

%

________________________________________

1

Includes a $17.1 million legal expense accrual for estimated costs associated with the injunctive relief terms of the potential framework that is part of the advanced discussions to reach a global settlement of the Multidistrict Litigation and related state-court opioid litigation.

 

 

2

Includes tax expense relating to Swiss tax reform and a loss on the currency remeasurement of the related deferred tax assets, which is recorded within Other Loss (Income).

 

 

 

Note: For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.

AMERISOURCEBERGEN CORPORATION

GAAP TO NON-GAAP RECONCILIATIONS

(in thousands, except per share data)

(unaudited)

 

 

Three Months Ended March 31, 2020

 

 

Gross Profit

 

Operating

Expenses

 

Operating

Income

 

Income

Before

Income Taxes

 

Income Tax

(Benefit)

Expense

 

Net Income

Attributable to

Noncontrolling

Interests

 

Net Income

Attributable

to ABC

 

Diluted

Earnings

Per Share

GAAP

 

$

1,388,107

 

 

$

1,078,592

 

 

$

309,515

 

 

$

276,203

 

 

$

(694,908

)

 

$

(10,834

)

 

$

960,277

 

 

$

4.64

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain from antitrust litigation settlements

 

(54

)

 

 

 

(54

)

 

(54

)

 

(111

)

 

 

 

57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

23,853

 

 

 

 

23,853

 

 

23,853

 

 

5,972

 

 

 

 

17,881

 

 

0.09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PharMEDium shutdown costs

 

4,989

 

 

(27,481

)

 

32,470

 

 

32,470

 

 

8,107

 

 

 

 

24,363

 

 

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related intangibles amortization

 

 

 

(26,670

)

 

26,670

 

 

26,670

 

 

6,894

 

 

(435

)

 

19,341

 

 

0.09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee severance, litigation, and other

 

 

 

(67,732

)

 

67,732

 

 

67,732

 

 

16,978

 

 

 

 

50,754

 

 

0.25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of PharMEDium assets

 

 

 

(223,652

)

 

223,652

 

 

223,652

 

 

56,156

 

 

 

 

167,496

 

 

0.81

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration adjustment

 

 

 

12,153

 

 

(12,153

)

 

(12,153

)

 

(2,965

)

 

7,511

 

 

(1,677

)

 

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certain discrete tax benefits 1

 

 

 

 

 

 

 

 

 

741,015

 

 

 

 

(741,015

)

 

(3.58

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Non-GAAP

$

1,416,895

 

 

$

745,210

 

 

$

671,685

 

$

638,373

 

$

137,138

 

$

(3,758

)

 

$

497,477

 

$

2.40

2

 

Percentages of Revenue:

 

GAAP

 

Adjusted

Non-GAAP

Gross profit

 

2.93%

 

2.99%

Operating expenses

 

2.27%

 

1.57%

Operating income

 

0.65%

 

1.42%

________________________________________

1

Represents discrete tax benefits primarily attributable to the income tax deductions resulting from the permanent shutdown of the PharMEDium business.

 

 

2

The sum of the components does not equal the total due to rounding.

 

 

 

Note: For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.

AMERISOURCEBERGEN CORPORATION

GAAP TO NON-GAAP RECONCILIATIONS

(in thousands, except per share data)

(unaudited)

 

 

Six Months Ended March 31, 2021

 

 

Gross Profit

 

Operating

Expenses

 

Operating

Income

 

Income

Before

Income Taxes

 

Income Tax

Expense

 

Net Income

Attributable to

Noncontrolling

Interests

 

Net Income

Attributable

to ABC

 

Diluted

Earnings

Per Share

GAAP

 

$

2,985,611

 

 

$

1,814,036

 

 

$

1,171,575

 

 

$

1,094,393

 

 

$

281,681

 

 

$

(2,600

)

 

$

810,112

 

 

$

3.91

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO credit

 

(46,645

)

 

 

 

(46,645

)

 

(46,645

)

 

(9,933

)

 

 

 

(36,712

)

 

(0.18

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related intangibles amortization

 

 

 

(50,007

)

 

50,007

 

 

50,007

 

 

7,398

 

 

(874

)

 

41,735

 

 

0.20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee severance, litigation, and other 1

 

 

 

(148,537

)

 

148,537

 

 

148,537

 

 

30,468

 

 

 

 

118,069

 

 

0.57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certain discrete tax benefits 2

 

 

 

 

 

 

 

 

 

20,425

 

 

 

 

(20,425

)

 

(0.10

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax reform 3

 

 

 

 

 

 

 

7,329

 

 

(55,019

)

 

 

 

62,348

 

 

0.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Non-GAAP

 

$

2,938,966

 

 

$

1,615,492

 

 

$

1,323,474

 

 

$

1,253,621

 

 

$

275,020

 

 

$

(3,474

)

 

$

975,127

 

 

$

4.71

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Non-GAAP % change vs. prior year

 

10.5

%

 

8.2

%

 

13.4

%

 

14.0

%

 

17.5

%

 

 

 

13.0

%

 

13.2

%

 

 

Percentages of Revenue:

 

GAAP

 

Adjusted

Non-GAAP

Gross profit

 

2.94%

 

2.89%

Operating expenses

 

1.78%

 

1.59%

Operating income

 

1.15%

 

1.30%

________________________________________

 

 

1

Includes a $17.1 million legal expense accrual for estimated costs associated with the injunctive relief terms of the potential framework that is part of the advanced discussions to reach a global settlement of the Multidistrict Litigation and related state-court opioid litigation.

 

 

2

Represents discrete tax benefits primarily attributable to the income tax deductions resulting from the permanent shutdown of the PharMEDium business.

 

 

3

Includes tax expense relating to Swiss tax reform and a loss on the currency remeasurement of the related deferred tax assets, which is recorded within Other Loss (Income).

 

 

4

The sum of the components does not equal the total due to rounding.

 

 

 

Note: For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.

AMERISOURCEBERGEN CORPORATION

GAAP TO NON-GAAP RECONCILIATIONS

(in thousands, except per share data)

(unaudited)

 

 

Six Months Ended March 31, 2020

 

 

Gross Profit

 

Operating

Expenses

 

Operating

Income

 

Income Before

Income Taxes

 

Income Tax

(Benefit)

Expense

 

Net Income

Attributable to

Noncontrolling

Interests

 

Net Income

Attributable

to ABC

 

Diluted Earnings

Per Share

GAAP

 

$

2,619,321

 

 

 

$

2,046,369

 

 

 

$

572,952

 

 

 

$

505,791

 

 

$

(651,888

)

 

$

(9,762

)

 

$

1,147,917

 

 

$

5.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain from antitrust litigation settlements

 

(8,546

)

 

 

 

 

(8,546

)

 

 

(8,546

)

 

(2,085

)

 

 

 

(6,461

)

 

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

37,134

 

 

 

 

 

 

37,134

 

 

 

37,134

 

 

9,059

 

 

 

 

28,075

 

 

0.14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PharMEDium shutdown and remediation costs

 

12,124

 

 

 

(36,511

)

 

 

48,635

 

 

 

48,635

 

 

11,864

 

 

 

 

36,771

 

 

0.18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related intangibles amortization

 

 

 

 

(60,236

)

 

 

60,236

 

 

 

60,236

 

 

14,695

 

 

(871

)

 

44,670

 

 

0.22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee severance, litigation, and other

 

 

 

 

(107,041

)

 

 

107,041

 

 

 

107,041

 

 

26,114

 

 

 

 

80,927

 

 

0.39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of PharMEDium assets

 

 

 

 

(361,652

)

 

 

361,652

 

 

 

361,652

 

 

88,227

 

 

 

 

273,425

 

 

1.32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration adjustment

 

 

 

 

12,153

 

 

 

(12,153

)

 

 

(12,153

)

 

(2,965

)

 

7,511

 

 

(1,677

)

 

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certain discrete tax benefits 1

 

 

 

 

 

 

 

 

 

 

 

 

741,015

 

 

 

 

(741,015

)

 

(3.57

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Non-GAAP

 

$

2,660,033

 

 

 

$

1,493,082

 

 

 

$

1,166,951

 

 

 

$

1,099,790

 

 

$

234,036

 

 

$

(3,122

)

 

$

862,632

 

 

$

4.16

2

Percentages of Revenue:

 

GAAP

 

Adjusted

Non-GAAP

Gross profit

 

2.75%

 

2.79%

Operating expenses

 

2.15%

 

1.57%

Operating income

 

0.60%

 

1.22%

________________________________________

1

Represents discrete tax benefits primarily attributable to the income tax deductions resulting from the permanent shutdown of the PharMEDium business.

 

 

2

The sum of the components does not equal the total due to rounding.

 

 

 

Note: For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.

AMERISOURCEBERGEN CORPORATION

SUMMARY SEGMENT INFORMATION

(dollars in thousands)

(unaudited)

 

 

Three Months Ended March 31,

Revenue

 

2021

 

2020

 

% Change

Pharmaceutical Distribution Services

 

$

47,101,331

 

 

 

$

45,562,670

 

 

3.4

%

Other

 

2,092,772

 

 

 

1,876,593

 

 

11.5

%

Intersegment eliminations

 

(39,932

)

 

 

 

(21,624

)

 

 

 

 

 

 

 

 

 

Revenue

 

$

49,154,171

 

 

 

$

47,417,639

 

 

3.7

%

 

 

 

Three Months Ended March 31,

Operating income

 

2021

 

2020

 

% Change

Pharmaceutical Distribution Services

 

$

589,033

 

 

 

$

563,097

 

 

4.6

%

Other

 

123,180

 

 

 

108,260

 

 

13.8

%

Intersegment eliminations

 

(5,655

)

 

 

328

 

 

 

Total segment operating income

 

706,558

 

 

 

671,685

 

 

5.2

%

 

 

 

 

 

 

 

Gain from antitrust litigation settlements

 

 

 

 

54

 

 

 

LIFO credit (expense)

 

20,918

 

 

 

(23,853

)

 

 

PharMEDium shutdown costs

 

 

 

 

(32,470

)

 

 

Acquisition-related intangibles amortization

 

(24,973

)

 

 

(26,670

)

 

 

Employee severance, litigation, and other

 

(78,156

)

 

 

(67,732

)

 

 

Impairment of PharMEDium assets

 

 

 

 

(223,652

)

 

 

Contingent consideration adjustment

 

 

 

 

12,153

 

 

 

Operating income

 

$

624,347

 

 

 

$

309,515

 

 

 

 

 

 

 

 

 

 

Percentages of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Pharmaceutical Distribution Services

 

 

 

 

 

 

Gross profit

 

2.39

 

%

 

2.32

%

 

 

Operating expenses

 

1.14

 

%

 

1.08

%

 

 

Operating income

 

1.25

 

%

 

1.24

%

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

Gross profit

 

18.81

 

%

 

19.15

%

 

 

Operating expenses

 

12.92

 

%

 

13.38

%

 

 

Operating income

 

5.89

 

%

 

5.77

%

 

 

 

 

 

 

 

 

 

AmerisourceBergen Corporation (GAAP)

 

 

 

 

 

 

Gross profit

 

3.12

 

%

 

2.93

%

 

 

Operating expenses

 

1.85

 

%

 

2.27

%

 

 

Operating income

 

1.27

 

%

 

0.65

%

 

 

 

 

 

 

 

 

 

AmerisourceBergen Corporation (Non-GAAP)

 

 

 

 

 

 

Adjusted gross profit

 

3.08

 

%

 

2.99

%

 

 

Adjusted operating expenses

 

1.64

 

%

 

1.57

%

 

 

Adjusted operating income

 

1.44

 

%

 

1.42

%

 

 

Note: For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.

AMERISOURCEBERGEN CORPORATION

SUMMARY SEGMENT INFORMATION

(dollars in thousands)

(unaudited)

 

 

Six Months Ended March 31,

Revenue

 

2021

 

 

2020

 

% Change

Pharmaceutical Distribution Services

 

$

97,593,841

 

 

$

91,599,498

 

 

6.5

%

Other

 

4,145,046

 

 

3,723,577

 

 

11.3

%

Intersegment eliminations

 

(68,160

)

(40,694

)

 

 

 

 

 

 

 

 

Revenue

 

$

101,670,727

 

 

$

95,282,381

 

 

6.7

%

 

 

 

Six Months Ended March 31,

 

Operating income

 

2021

 

 

2020

 

% Change

Pharmaceutical Distribution Services

 

$

1,085,100

 

 

$

954,791

 

 

13.6

%

Other

 

244,827

 

 

212,739

 

 

15.1

%

Intersegment eliminations

 

(6,453

)

 

(579

)

 

 

Total segment operating income

 

1,323,474

 

 

1,166,951

 

 

13.4

%

 

 

 

 

 

 

Gain from antitrust litigation settlements

 

 

 

8,546

 

 

 

LIFO credit (expense)

 

46,645

 

 

(37,134

)

 

 

PharMEDium shutdown and remediation costs

 

 

 

(48,635

)

 

 

Acquisition-related intangibles amortization

 

(50,007

)

 

(60,236

)

 

 

Employee severance, litigation, and other

 

(148,537

)

 

(107,041

)

 

 

Impairment of PharMEDium assets

 

 

 

(361,652

)

 

 

Contingent consideration adjustment

 

 

 

12,153

 

 

 

Operating income

 

$

1,171,575

 

 

$

572,952

 

 

 

 

 

 

 

 

 

Percentages of revenue:

 

 

 

 

 

 

 

 

 

 

 

Pharmaceutical Distribution Services

 

 

 

 

 

Gross profit

 

2.22

 

%

2.13

%

 

 

Operating expenses

 

1.11

 

%

1.09

%

 

 

Operating income

 

1.11

 

%

1.04

%

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

Gross profit

 

18.84

 

%

19.08

%

 

 

Operating expenses

 

12.94

 

%

13.37

%

 

 

Operating income

 

5.91

 

%

5.71

%

 

 

 

 

 

 

 

 

AmerisourceBergen Corporation (GAAP)

 

 

 

 

 

Gross profit

 

2.94

 

%

2.75

%

 

 

Operating expenses

 

1.78

 

%

2.15

%

 

 

Operating income

 

1.15

 

%

0.60

%

 

 

 

 

 

 

 

 

AmerisourceBergen Corporation (Non-GAAP)

 

 

 

 

 

Adjusted gross profit

 

2.89

 

%

2.79

%

 

 

Adjusted operating expenses

 

1.59

 

%

1.57

%

 

 

Adjusted operating income

 

1.30

 

%

1.22

%

 

 

Note: For more information related to non-GAAP financial measures, refer to the section titled “Supplemental Information Regarding Non-GAAP Financial Measures” of this release.

AMERISOURCEBERGEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

March 31,

 

September 30,

 

2021

 

2020

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

6,641,180

 

 

 

$

4,597,746

 

 

Accounts receivable, net

14,134,326

 

 

 

13,846,301

 

 

Inventories

12,954,676

 

 

 

12,589,278

 

 

Right to recover assets

1,217,032

 

 

 

1,344,649

 

 

Income tax receivable

331,291

 

 

 

488,428

 

 

Prepaid expenses and other

190,644

 

 

 

189,300

 

 

Total current assets

35,469,149

 

 

 

33,055,702

 

 

 

 

 

 

Property and equipment, net

1,482,753

 

 

 

1,484,808

 

 

Goodwill and other intangible assets

8,548,906

 

 

 

8,592,826

 

 

Deferred income taxes

302,554

 

 

 

361,640

 

 

Other long-term assets

1,199,888

 

 

 

779,854

 

 

 

 

 

 

Total assets

$

47,003,250

 

 

 

$

44,274,830

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

31,420,390

 

 

 

$

31,705,055

 

 

Other current liabilities

1,532,171

 

 

 

1,646,763

 

 

Short-term debt

43,885

 

 

 

501,259

 

 

Total current liabilities

32,996,446

 

 

 

33,853,077

 

 

 

 

 

 

Long-term debt

6,147,112

 

 

 

3,618,261

 

 

 

 

 

 

Accrued income taxes

273,031

 

 

 

284,845

 

 

Deferred income taxes

768,551

 

 

 

686,485

 

 

Other long-term liabilities

708,174

 

 

 

472,855

 

 

Accrued litigation liability

6,212,718

 

 

 

6,198,943

 

 

 

 

 

 

Total deficit

(102,782

)

 

 

(839,636

)

 

 

 

 

 

Total liabilities and stockholders’ deficit

$

47,003,250

 

 

 

$

44,274,830

 

 

AMERISOURCEBERGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

Six Months Ended March 31,

 

2021

 

2020

Operating Activities:

 

 

 

Net income

$

812,712

 

 

 

$

1,157,679

 

 

Adjustments to reconcile net income to net cash provided by operating activities 1

415,159

 

 

 

643,981

 

 

Changes in operating assets and liabilities, excluding the effects of acquisitions:

 

 

 

Accounts receivable

(193,770

)

 

 

(2,052,216

)

 

Inventories

(314,294

)

 

 

(152,359

)

 

Accounts payable

(292,555

)

 

 

2,395,847

 

 

Other, net 2

21,898

 

 

 

(997,225

)

 

Net cash provided by operating activities

449,150

 

 

 

995,707

 

 

 

 

 

 

Investing Activities:

 

 

 

Capital expenditures

(151,612

)

 

 

(144,382

)

 

Cost of equity investments

(162,620

)

 

 

(30,580

)

 

Other, net

 

 

 

7,162

 

 

Net cash used in investing activities

(314,232

)

 

 

(167,800

)

 

 

 

 

 

Financing Activities:

 

 

 

Net borrowings 3

2,069,645

 

 

 

947

 

 

Purchases of common stock 4

(82,150

)

 

 

(407,152

)

 

Exercises of stock options

130,326

 

 

 

76,757

 

 

Cash dividends on common stock

(182,365

)

 

 

(170,541

)

 

Other

(26,940

)

 

 

(10,174

)

 

Net cash provided by (used in) financing activities

1,908,516

 

 

 

(510,163

)

 

 

 

 

 

Increase in cash and cash equivalents

2,043,434

 

 

 

317,744

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

4,597,746

 

 

 

3,374,194

 

 

 

 

 

 

Cash and cash equivalents at end of period

$

6,641,180

 

 

 

$

3,691,938

 

 

________________________________________

1

Includes a $361.7 million impairment of PharMEDium assets in the six months ended March 31, 2020.

 

 

2

Includes a $693.6 million increase in income tax receivable for the six months ended March 31, 2020 primarily as a result of recognizing certain discrete tax benefits.

 

 

3

Includes proceeds from the issuance of the Company’s $1,525 million of 0.737% senior notes and $1,000 million of 2.700% senior notes that will be used to finance a portion of the acquisition of a majority of WBA’s Alliance Healthcare businesses.

 

 

4

Purchases of common stock in the six months ended March 31, 2020 includes $14.8 million of September 2019 purchases that cash settled in October 2019.

SUPPLEMENTAL INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES

To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses the non-GAAP financial measures described below. The non-GAAP financial measures should be viewed in addition to, and not in lieu of, financial measures calculated in accordance with GAAP. These supplemental measures may vary from, and may not be comparable to, similarly titled measures by other companies.

The non-GAAP financial measures are presented because management uses non-GAAP financial measures to evaluate the Company’s operating performance, to perform financial planning, and to determine incentive compensation. Therefore, the Company believes that the presentation of non-GAAP financial measures provides useful supplementary information to, and facilitates additional analysis by, investors. The presented non-GAAP financial measures exclude items that management does not believe reflect the Company’s core operating performance because such items are outside the control of the Company or are inherently unusual, non-operating, unpredictable, non-recurring, or non-cash. We have included the following non-GAAP earnings-related financial measures in this release:

  • Adjusted gross profit and adjusted gross profit margin: Adjusted gross profit is a non-GAAP financial measure that excludes the gain from antitrust litigation settlements, LIFO expense (credit), and certain PharMEDium shutdown and remediation costs. Gain from antitrust litigation settlements and LIFO expense (credit) are excluded because the Company cannot control the amounts recognized or timing of these items. PharMEDium remediation costs are excluded because they were unpredictable expenses. PharMEDium shutdown costs are excluded because they were unusual and non-recurring. Adjusted gross profit margin is the ratio of adjusted gross profit to total revenue. Management believes that these non-GAAP financial measures are useful to investors as a supplemental measure of the Company’s ongoing operating performance. The gain from antitrust litigation settlements relates to the settlement of lawsuits that have been filed against brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. The PharMEDium remediation costs relate to costs incurred in connection with suspended production activities following U.S. Food and Drug Administration inspections. PharMEDium shutdown costs were costs incurred in connection with the permanent shutdown of the PharMEDium business. LIFO expense (credit) is affected by changes in inventory quantities, product mix, and manufacturer pricing practices, which may be impacted by market and other external influences.
  • Adjusted operating expenses and adjusted operating expense margin: Adjusted operating expenses is a non-GAAP financial measure that excludes acquisition-related intangibles amortization, employee severance, litigation, and other, certain PharMEDium shutdown and remediation costs, impairment of PharMEDium assets, and a contingent consideration adjustment. Adjusted operating expense margin is the ratio of adjusted operating expenses to total revenue. Acquisition-related intangibles amortization is excluded because it is a non-cash item and does not reflect the operating performance of the acquired companies. We exclude employee severance amounts that relate to unpredictable and/or non-recurring business restructuring. We exclude the amount of litigation settlements and other expenses, as well as PharMEDium shutdown and remediation costs, a contingent consideration adjustment and the impairment of PharMEDium assets, that are unusual, non-operating, unpredictable, non-recurring or non-cash in nature because we believe these exclusions facilitate the analysis of our ongoing operational performance. The contingent consideration adjustment reflects an adjustment made by one of the Company’s non-wholly-owned subsidiaries, Profarma Distribuidora de Produtos Farmacêuticos S.A., of its previous estimate of contingent consideration related to the purchase price of a prior business acquisition.
  • Adjusted operating income and adjusted operating income margin: Adjusted operating income is a non-GAAP financial measure that excludes the same items that are described above and excluded from adjusted gross profit and adjusted operating expenses. Adjusted operating income margin is the ratio of adjusted operating income to total revenue. Management believes that these non-GAAP financial measures are useful to investors as a supplemental way to evaluate the Company’s performance because the adjustments are unusual, non-operating, unpredictable, non-recurring or non-cash in nature.
  • Adjusted income before income taxes: Adjusted income before income taxes is a non-GAAP financial measure that excludes the same items that are described above and excluded from adjusted operating income. In addition, the loss on the currency remeasurement of the deferred tax asset relating to Swiss tax reform in the three and six months ended March 31, 2021 is excluded from adjusted income before income taxes because it is unusual, non-operating, and non-recurring. Management believes that this non-GAAP financial measure is useful to investors because it facilitates the calculation of the Company’s adjusted effective tax rate.
  • Adjusted effective tax rate: Adjusted effective tax rate is a non-GAAP financial measure that is determined by dividing adjusted income tax expense/benefit by adjusted income before income taxes. Management believes that this non-GAAP financial measure is useful to investors because it presents an effective tax rate that does not reflect unusual, non-operating, unpredictable, non-recurring, or non-cash amounts or items that are outside the control of the Company.
  • Adjusted income tax expense: Adjusted income tax expense is a non-GAAP financial measure that excludes the income tax expense associated with the same items that are described above and excluded from adjusted income before income taxes. Certain discrete tax benefits primarily attributable to the income tax deduction recognized in connection with the permanent shutdown of PharMEDium as well as the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) are also excluded from adjusted income tax expense for the three and six months ended March 31, 2020 and the six months ended March 31, 2021. Further, certain expenses relating to tax reform in Switzerland is excluded from adjusted income tax expense for the three and six months ended March 31, 2021. Management believes that this non-GAAP financial measure is useful to investors as a supplemental way to evaluate the Company’s performance because the adjustments are unusual, non-operating, unpredictable, non-recurring or non-cash in nature.
  • Adjusted net income/loss attributable to noncontrolling interests: Adjusted net income/loss attributable to noncontrolling interests excludes the non-controlling interest portion of acquisition-related intangibles amortization and a contingent consideration adjustment. Management believes that this non-GAAP financial measure is useful to investors because it facilitates the calculation of adjusted net income attributable to ABC.
  • Adjusted net income attributable to ABC: Adjusted net income attributable to ABC is a non-GAAP financial measure that excludes the same items that are described above. Management believes that this non-GAAP financial measure is useful to investors as a supplemental way to evaluate the Company’s performance because the adjustments are unusual, non-operating, unpredictable, non-recurring or non-cash in nature.
  • Adjusted diluted earnings per share: Adjusted diluted earnings per share excludes the per share impact of adjustments including gain from antitrust litigation settlements; LIFO expense (credit); PharMEDium shutdown and remediation costs; acquisition-related intangibles amortization; employee severance, litigation, and other; impairment of PharMEDium assets; and a contingent consideration adjustment, in each case net of the tax effect calculated using the applicable effective tax rate for those items. In addition, the per share impact of certain discrete tax benefits primarily attributable to the income tax deduction recognized in connection with the permanent shutdown of PharMEDium as well as the CARES Act for the three and six months ended March 31, 2020 and the six months ended March 31, 2021, and the per share impact of certain expenses relating to tax reform in Switzerland are also excluded from adjusted diluted earnings per share for the three and six months ended March 31, 2021. Management believes that this non-GAAP financial measure is useful to investors because it eliminates the per share impact of the items that are outside the control of the Company or that we consider to not be indicative of our ongoing operating performance due to their inherent unusual, non-operating, unpredictable, non-recurring, or non-cash nature.

In addition, the Company updated its non-GAAP fiscal year 2021 guidance for diluted earnings per share, operating expense and operating income and has previously provided non-GAAP fiscal year 2021 guidance for effective income tax rate. The guidance for each metric excludes the same or similar items as those that are excluded from the historical non-GAAP financial measures, as well as significant items that are outside the control of the Company or inherently unusual, non-operating, unpredictable, non-recurring or non-cash in nature. In addition, it has previously provided fiscal year 2021 adjusted free cash flow guidance. For fiscal year 2021, we have defined the non-GAAP financial measure of adjusted free cash flow as net cash provided by operating activities, excluding other significant unpredictable or non-recurring cash payments or receipts relating to legal settlements, minus capital expenditures. For the six months ended March 31, 2021 adjusted free cash flow of $297.5 million consisted of net cash provided by operating activities of $449.2 million minus capital expenditures of $151.6 million. The Company does not provide forward looking guidance on a GAAP basis for such metrics because certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated. For example, LIFO expense (credit) is largely dependent upon the future inflation or deflation of brand and generic pharmaceuticals, which is out of the Company’s control, and acquisition-related intangibles amortization depends on the timing and amount of future acquisitions, which cannot be reasonably estimated. Similarly, the timing and amount of litigation settlements is unpredictable and non-recurring.

Bennett S. Murphy

Senior Vice President, Investor Relations

610-727-3693

[email protected]

KEYWORDS: United States North America Pennsylvania

INDUSTRY KEYWORDS: Professional Services Health Finance General Health Banking Pharmaceutical

MEDIA:

WestRock Reports Fiscal 2021 Second Quarter Results and Increase in Quarterly Dividend

WestRock Reports Fiscal 2021 Second Quarter Results and Increase in Quarterly Dividend

ATLANTA–(BUSINESS WIRE)–
WestRock Company (NYSE:WRK), a leading provider of differentiated paper and packaging solutions, today announced results for its fiscal second quarter ended March 31, 2021.

Notable items include:

  • Record second quarter North American per day box shipments up 5.5% compared to the prior year quarter
  • Successfully implementing published PPW price increases across all major paper grades
  • Quarterly dividend of $0.24 per share declared by Board of Directors, an increase of $0.04 per share, or 20%, as separately announced
  • Net sales of $4.4 billion, flat to the prior year quarter despite $189 million of lost sales due to the impact of the ransomware incident and winter weather (“the Events”)
  • Earned $0.42 per diluted share and $0.54 of Adjusted Earnings Per Diluted Share
  • The lost sales and operational disruption from the Events had a negative impact of $80 million pre-tax, or $0.23 per share, on both earnings per diluted share and Adjusted Earnings Per Diluted Share

“WestRock has a broad portfolio of differentiated products that uniquely positions us to serve our customers and the growing demand for sustainable packaging solutions. We have made a remarkable recovery from the incidents in the second quarter, and I want to thank our teammates for their dedication to our company and our customers,” said David B. Sewell, chief executive officer. “With these events behind us, we are confident in our business and our ability to generate strong cash flow, which is evident by our dividend increase announced today. I look forward to what’s ahead for our company.”

Consolidated Financial Results

During the second quarter of fiscal 2021, we lost approximately 167,000 tons of containerboard and paperboard production due to the Events. The impact on net sales and segment income from the lost sales and operational disruption during the quarter was $189 million and $80 million, respectively. We also incurred approximately $20 million of ransomware recovery costs, primarily professional fees, that were added back to Adjusted Earnings Per Diluted Share and Adjusted Segment EBITDA. We expect to recover the ransomware losses from cyber and business interruption insurance in future periods.

WestRock’s performance for the three months ended March 31, 2021 and March 31, 2020 (in millions):

Three Months Ended
Mar. 31, 2021 Mar. 31, 2020 Change
 
Net sales

$

4,437.8

 

$

4,447.3

 

$

(9.5

)

 
Segment income

$

286.5

 

$

335.3

 

$

(48.8

)

Non-allocated expenses

 

(39.5

)

 

(17.6

)

 

(21.9

)

Depreciation

 

264.7

 

 

266.6

 

 

(1.9

)

Amortization

 

96.7

 

 

107.9

 

 

(11.2

)

Segment EBITDA

 

608.4

 

 

692.2

 

 

(83.8

)

Adjustments (1)

 

32.1

 

 

16.2

 

 

15.9

 

Adjusted Segment EBITDA

$

640.5

 

$

708.4

 

$

(67.9

)

 
(1) See the Adjusted Net Income tables on page 11 for adjustments

Operating Highlights for the Three Months Ended March 31, 2021 compared to March 31, 2020:

Net sales decreased $10 million compared to the prior year quarter. Corrugated Packaging segment net sales increased $31 million and Consumer Packaging segment net sales decreased $26 million. The volume impact on net sales of the Events was $189 million. Segment income decreased $49 million compared to the prior year quarter. Corrugated Packaging segment income decreased $39 million and Consumer Packaging segment income decreased $10 million.

Additional information about the changes in segment net sales and income is included below.

Restructuring and Other Items

Restructuring and other items during the second quarter of fiscal 2021 was $5 million, primarily related to severance, lease termination costs and costs associated with previously announced plant consolidations.

Net Cash Provided By Operating Activities and Other Financing and Investing Activities

Net cash provided by operating activities was $132 million in the second quarter of fiscal 2021 compared to $168 million in the prior year quarter. The decline was primarily due to lower income as a result of the impact of the Events, as well as an increase in accounts receivable associated with delayed billing due to the ransomware incident. We expect the level of accounts receivable to normalize in the third quarter of fiscal 2021.

Total debt was $8.94 billion at March 31, 2021, or $8.74 billion excluding $201 million of unamortized fair market value step-up of debt acquired in mergers and acquisitions, and $8.41 billion after further excluding cash and cash equivalents of $334 million. The Company had approximately $3.6 billion of available liquidity under long-term committed credit facilities and cash and cash equivalents at March 31, 2021. During the second quarter of fiscal 2021, WestRock invested $132 million in capital expenditures, paid $53 million in dividends to stockholders and received $59 million of proceeds from the sale of the Summerville, South Carolina sawmill.

Segment Results

WestRock’s segment performance for the three months ended March 31, 2021 and March 31, 2020 (in millions):

Corrugated Packaging Segment

Three Months Ended

 

 

 

Mar. 31, 2021

 

Mar. 31, 2020

 

Change

 
Segment net sales

$

2,913.4

$

2,882.5

$

30.9

 

 
Segment income

$

205.3

$

244.5

$

(39.2

)

Depreciation

 

183.4

 

181.9

 

1.5

 

Amortization

 

46.5

 

57.7

 

(11.2

)

Segment EBITDA

 

435.2

 

484.1

 

(48.9

)

Adjustments (1)

 

2.4

 

18.2

 

(15.8

)

Adjusted Segment EBITDA

$

437.6

$

502.3

$

(64.7

)

 
(1) See the Adjusted Net Income tables on page 11 for adjustments

Operating Highlights for the Three Months Ended March 31, 2021 compared to March 31, 2020:

Segment net sales increased $31 million, primarily due to higher selling price/mix on sales that was partially offset by unfavorable foreign currency impacts and lower volumes. The estimated impact of the Events on segment net sales was $117 million. The Corrugated Packaging segment delivered a Segment EBITDA margin of 14.9% and a North American Adjusted Segment EBITDA margin of 16.5%. Record second quarter North American per day box shipments increased 5.5% compared to the prior year quarter.

Segment income decreased $39 million, primarily due to net cost inflation and the impact of the Events, which were partially offset by the margin impact from higher selling price/mix and other items.

Consumer Packaging Segment

Three Months Ended
Mar. 31, 2021 Mar. 31, 2020 Change
 
Segment net sales

$

1,589.9

$

1,616.3

 

$

(26.4

)

 
Segment income

$

81.2

$

90.8

 

$

(9.6

)

Depreciation

 

79.9

 

83.0

 

 

(3.1

)

Amortization

 

50.2

 

50.2

 

 

 

Segment EBITDA

 

211.3

 

224.0

 

 

(12.7

)

Adjustments (1)

 

1.0

 

(2.0

)

 

3.0

 

Adjusted Segment EBITDA

$

212.3

$

222.0

 

$

(9.7

)

 
(1) See Adjusted Net Income tables on page 11 for adjustments
 

Operating Highlights for the Three Months Ended March 31, 2021 compared to March 31, 2020:

Segment net sales decreased $26 million, primarily due to lower volumes that were partially offset by favorable foreign currency impacts and higher selling price/mix on sales. The estimated impact of the Events on segment net sales was $72 million. The Consumer Packaging segment delivered a Segment EBITDA margin of 13.3% and an Adjusted Segment EBITDA margin of 13.4%.

Segment income decreased $10 million, primarily due net cost inflation and the impact of the Events, which were partially offset by the margin impact from higher selling price/mix, productivity improvements and other items.

Conference Call

WestRock will host a conference call to discuss its results of operations for the fiscal second quarter ended March 31, 2021 and other topics that may be raised during the discussion at 8:30 a.m., Eastern Time, on Wednesday, May 5, 2021. The conference call, which will be webcast live, an accompanying slide presentation, and this release can be accessed at ir.westrock.com.

Investors who wish to participate in the webcast via teleconference should dial 833-714-0928 (inside the U.S.) or 778-560-2887 (outside the U.S.) at least 15 minutes prior to the start of the call and enter the passcode 8761675. Replays of the call can be accessed at ir.westrock.com.

About WestRock

WestRock (NYSE:WRK) partners with our customers to provide differentiated paper and packaging solutions that help them win in the marketplace. WestRock’s team members support customers around the world from locations spanning North America, South America, Europe, Asia and Australia. Learn more at www.westrock.com.

Cautionary Statements

This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current expectations, beliefs, plans or forecasts and are typically identified by words or phrases such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and other words, terms and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. The Company cautions readers that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward-looking statements include, but are not limited to, that with the ransomware incident and winter weather behind us, we are confident in our business and our ability to generate strong cash flow; we expect to recover the ransomware losses from cyber and business interruption insurance in future periods; and we expect the level of accounts receivable to normalize in the third quarter of fiscal 2021. With respect to these statements, the Company has made assumptions regarding, among other things, developments related to the COVID-19 pandemic, including the severity, magnitude and duration of the pandemic, negative global economic conditions arising from the pandemic, impacts of governments’ responses to the pandemic on the Company’s operations, impacts of the pandemic on commercial activity, the Company’s customers and consumer preferences and demand, supply chain disruptions, and disruptions in the credit or financial markets; the Company’s ability to effectively integrate the operations of KapStone Paper and Packaging Corporation (“KapStone”); the Company’s ability to effectively respond to the recent ransomware incident; the results and impacts of acquisitions; economic, competitive and market conditions generally, including the impact of COVID-19; volumes and price levels of purchases by customers; competitive conditions in the Company’s businesses and possible adverse actions of our customers, competitors and suppliers; labor costs; the amount and timing of capital expenditures, including installation costs, project development and implementation costs, and costs related to resolving disputes with third parties with which we work to manage and implement our capital projects; severance and other shutdown costs; restructuring costs; utilization of real property that is subject to the restructurings due to realizable values from the sale of such property; credit availability; and raw material and energy costs. The Company’s businesses are subject to a number of risks that would affect any such forward-looking statements, including, among others, the level of demand for our products; our ability to respond effectively to the impact of COVID-19; our ability to successfully identify and make performance and productivity improvements; increases in energy, raw materials, shipping and capital equipment costs; reduced supply of raw materials; the Company’s ongoing assessment of the recent ransomware incident, adverse legal, reputational and financial effects on the Company resulting from the incident or additional cyber incidents and the effectiveness of the Company’s business continuity plans during the ransomware incident; fluctuations in selling prices and volumes; intense competition; the potential loss of certain customers; the scope, costs, timing and impact of any restructuring of our operations and corporate and tax structure; the occurrence of severe weather or a natural disaster or other unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair, which could result in operational disruptions, including those related to COVID-19; our desire or ability to continue to repurchase company stock; the scope, timing and outcome of any litigation, claims or other proceedings or dispute resolutions and the impact of any such litigation; our ability to realize anticipated synergies from the KapStone acquisition; and adverse changes in general market and industry conditions. Such risks and other factors that may impact management’s assumptions are more particularly described in our filings with the Securities and Exchange Commission, including in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020. The information contained herein speaks as of the date hereof and the Company does not have or undertake any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

WestRock Company
Condensed Consolidated Statements of Income
In millions, except per share amounts (unaudited)
 

Three Months Ended

 

Six Months Ended

March 31,

 

March 31,

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

 
Net sales

$

4,437.8

 

$

4,447.3

 

$

8,839.3

 

$

8,871.0

 

Cost of goods sold

 

3,688.2

 

 

3,642.5

 

 

7,336.8

 

 

7,257.2

 

Gross profit

 

749.6

 

 

804.8

 

 

1,502.5

 

 

1,613.8

 

Selling, general and administrative, excluding intangible amortization

 

458.4

 

 

418.6

 

 

876.2

 

 

844.3

 

Selling, general and administrative intangible amortization

 

88.6

 

 

100.1

 

 

180.5

 

 

201.9

 

Loss (gain) on disposal of assets

 

0.3

 

 

(5.6

)

 

2.8

 

 

(6.9

)

Multiemployer pension withdrawal expense

 

 

 

0.9

 

 

 

 

0.9

 

Restructuring and other costs

 

5.2

 

 

16.4

 

 

12.9

 

 

46.5

 

Operating profit

 

197.1

 

 

274.4

 

 

430.1

 

 

527.1

 

Interest expense, net

 

(83.5

)

 

(97.3

)

 

(177.3

)

 

(190.8

)

Loss on extinguishment of debt

 

 

 

(0.5

)

 

(1.1

)

 

(0.5

)

Pension and other postretirement non-service income

 

35.0

 

 

26.1

 

 

69.9

 

 

52.8

 

Other (expense) income, net

 

(13.4

)

 

(0.9

)

 

7.4

 

 

(4.6

)

Equity in income of unconsolidated entities

 

9.7

 

 

4.9

 

 

18.7

 

 

8.7

 

Income before income taxes

 

144.9

 

 

206.7

 

 

347.7

 

 

392.7

 

Income tax expense

 

(30.5

)

 

(57.8

)

 

(80.8

)

 

(104.3

)

Consolidated net income

 

114.4

 

 

148.9

 

 

266.9

 

 

288.4

 

Less: Net income attributable to noncontrolling interests

 

(1.9

)

 

(0.8

)

 

(2.4

)

 

(1.8

)

Net income attributable to common stockholders

$

112.5

 

$

148.1

 

$

264.5

 

$

286.6

 

 
Computation of diluted earnings per share under the two-class method (in millions, except per share data):
 
Net income attributable to common stockholders

$

112.5

 

$

148.1

 

$

264.5

 

$

286.6

 

Less: Distributed and undistributed income available to participating securities

 

(0.1

)

 

(0.1

)

 

(0.1

)

 

(0.1

)

Distributed and undistributed income available to common stockholders

$

112.4

 

$

148.0

 

$

264.4

 

$

286.5

 

 
Diluted weighted average shares outstanding

 

267.0

 

 

260.2

 

 

265.9

 

 

260.1

 

 
Diluted earnings per share

$

0.42

 

$

0.57

 

$

0.99

 

$

1.10

 

WestRock Company
Segment Information
In millions (unaudited)
 

Three Months Ended

 

Six Months Ended

March 31,

 

March 31,

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Net sales:

 

 

 

 

 

 

 

 
Corrugated Packaging

$

2,913.4

 

$

2,882.5

 

$

5,777.9

 

$

5,792.0

 

Consumer Packaging

 

1,589.9

 

 

1,616.3

 

 

3,185.0

 

 

3,153.2

 

Land and Development

 

 

 

 

 

 

 

18.9

 

Intersegment Eliminations

 

(65.5

)

 

(51.5

)

 

(123.6

)

 

(93.1

)

Total net sales

$

4,437.8

 

$

4,447.3

 

$

8,839.3

 

$

8,871.0

 

 
Income before income taxes:
 
Corrugated Packaging

$

205.3

 

$

244.5

 

$

420.3

 

$

527.9

 

Consumer Packaging

 

81.2

 

 

90.8

 

 

173.7

 

 

137.0

 

Land and Development

 

 

 

 

 

 

 

1.4

 

Total segment income

 

286.5

 

 

335.3

 

 

594.0

 

 

666.3

 

 
Gain on sale of certain closed facilities

 

 

 

5.0

 

 

0.9

 

 

5.5

 

Multiemployer pension withdrawal expense

 

 

 

(0.9

)

 

 

 

(0.9

)

Restructuring and other costs

 

(5.2

)

 

(16.4

)

 

(12.9

)

 

(46.5

)

Non-allocated expenses

 

(39.5

)

 

(17.6

)

 

(63.3

)

 

(35.8

)

Interest expense, net

 

(83.5

)

 

(97.3

)

 

(177.3

)

 

(190.8

)

Loss on extinguishment of debt

 

 

 

(0.5

)

 

(1.1

)

 

(0.5

)

Other (expense) income, net

 

(13.4

)

 

(0.9

)

 

7.4

 

 

(4.6

)

Income before income taxes

$

144.9

 

$

206.7

 

$

347.7

 

$

392.7

 

WestRock Company
Condensed Consolidated Statements of Cash Flows
In millions (unaudited)
Three Months Ended Six Months Ended
March 31, March 31,

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Cash flows from operating activities:
Consolidated net income

$

114.4

 

$

148.9

 

$

266.9

 

$

288.4

 

Adjustments to reconcile consolidated net income to net cash provided
by operating activities:
Depreciation, depletion and amortization

 

361.4

 

 

374.5

 

 

725.9

 

 

755.7

 

Cost of real estate sold

 

 

 

 

 

 

 

16.1

 

Deferred income tax (benefit) expense

 

(35.0

)

 

8.3

 

 

(54.6

)

 

11.4

 

Share-based compensation expense

 

31.1

 

 

15.8

 

 

51.1

 

 

29.6

 

401(k) match and company contribution in common stock

 

64.6

 

 

 

 

89.5

 

 

 

Pension and other postretirement funding more than expense (income)

 

(28.1

)

 

(17.4

)

 

(56.1

)

 

(41.1

)

Multiemployer pension withdrawal expense

 

 

 

0.9

 

 

 

 

0.9

 

Gain on sale of sawmill

 

(16.5

)

 

 

 

(16.5

)

 

 

Gain on sale of investment

 

 

 

 

 

(14.7

)

 

 

Other impairment adjustments

 

22.5

 

 

 

 

22.5

 

 

2.2

 

Loss (gain) on disposal of plant and equipment and other, net

 

0.2

 

 

(5.3

)

 

2.8

 

 

(6.2

)

Other, net

 

(21.6

)

 

1.9

 

 

(53.1

)

 

(11.3

)

Changes in operating assets and liabilities, net of acquisitions / divestitures:
Accounts receivable

 

(407.2

)

 

(214.3

)

 

(257.0

)

 

(60.4

)

Inventories

 

(35.6

)

 

20.7

 

 

(79.9

)

 

(63.2

)

Other assets

 

(107.3

)

 

(61.8

)

 

(126.6

)

 

(132.9

)

Accounts payable

 

116.9

 

 

(59.2

)

 

111.5

 

 

(106.7

)

Income taxes

 

2.1

 

 

20.5

 

 

52.7

 

 

17.7

 

Accrued liabilities and other

 

70.3

 

 

(65.9

)

 

187.2

 

 

(101.4

)

Net cash provided by operating activities

 

132.2

 

 

167.6

 

 

851.6

 

 

598.8

 

 
Investing activities:
Capital expenditures

 

(132.3

)

 

(241.4

)

 

(303.0

)

 

(616.2

)

Investment in unconsolidated entities

 

 

 

(0.4

)

 

(0.1

)

 

(0.7

)

Proceeds from sale of sawmill

 

58.5

 

 

 

 

58.5

 

 

 

Proceeds from sale of investments

 

5.0

 

 

 

 

28.3

 

 

 

Proceeds from sale of property, plant and equipment

 

1.1

 

 

13.4

 

 

3.1

 

 

21.3

 

Proceeds from property, plant and equipment insurance settlement

 

1.7

 

 

 

 

1.7

 

 

1.4

 

Other, net

 

11.2

 

 

 

 

16.3

 

 

4.9

 

Net cash used for investing activities

 

(54.8

)

 

(228.4

)

 

(195.2

)

 

(589.3

)

 
Financing activities:
Additions to revolving credit facilities

 

215.0

 

 

375.0

 

 

395.0

 

 

375.0

 

Repayments of revolving credit facilities

 

(265.0

)

 

(45.0

)

 

(275.0

)

 

(65.0

)

Additions to debt

 

244.4

 

 

478.7

 

 

255.2

 

 

580.1

 

Repayments of debt

 

(152.5

)

 

(204.2

)

 

(857.0

)

 

(208.2

)

Repayments of commercial paper, net

 

 

 

(45.7

)

 

 

 

(34.8

)

Other debt (repayments) additions, net

 

(14.6

)

 

122.2

 

 

7.0

 

 

85.9

 

Issuances of common stock, net of related tax withholdings

 

12.6

 

 

(2.1

)

 

0.2

 

 

13.4

 

Cash dividends paid to stockholders

 

(53.2

)

 

(120.7

)

 

(105.8

)

 

(240.7

)

Cash distributions paid to noncontrolling interests

 

(0.3

)

 

(0.4

)

 

(0.7

)

 

(0.7

)

Other, net

 

13.1

 

 

10.6

 

 

(3.5

)

 

2.1

 

Net cash (used for) provided by financing activities

 

(0.5

)

 

568.4

 

 

(584.6

)

 

507.1

 

Effect of exchange rate changes on cash and cash equivalents

 

3.3

 

 

(23.8

)

 

11.1

 

 

(28.0

)

Increase in cash and cash equivalents and restricted cash

 

80.2

 

 

483.8

 

 

82.9

 

 

488.6

 

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

 

253.8

 

 

156.4

 

 

251.1

 

 

151.6

 

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

$

334.0

 

$

640.2

 

$

334.0

 

$

640.2

 

 
Supplemental disclosure of cash flow information:
 
Cash paid during the period for:
Income taxes, net of refunds

$

63.4

 

$

30.0

 

$

82.2

 

$

75.1

 

Interest, net of amounts capitalized

$

132.7

 

$

151.3

 

$

174.7

 

$

204.4

 

WestRock Company

Condensed Consolidated Balance Sheets
In millions (unaudited)
 

March 31,

September 30,

 

2021

 

2020

Assets
Current assets:
Cash and cash equivalents

$

334.0

$

251.1

Accounts receivable (net of allowances of $71.5 and $66.3)

 

2,416.2

 

2,142.7

Inventories

 

2,090.9

 

2,023.4

Other current assets

 

529.8

 

520.5

Assets held for sale

 

13.7

 

7.0

Total current assets

 

5,384.6

 

4,944.7

 
Property, plant and equipment, net

 

10,572.5

 

10,778.9

Goodwill

 

5,959.1

 

5,962.2

Intangibles, net

 

3,499.9

 

3,667.2

Restricted assets held by special purpose entities

 

1,264.0

 

1,267.5

Prepaid pension asset

 

436.8

 

368.7

Other assets

 

1,855.0

 

1,790.5

Total Assets

$

28,971.9

$

28,779.7

 
Liabilities and Equity
Current liabilities:
Current portion of debt

$

549.5

$

222.9

Accounts payable

 

1,796.8

 

1,674.2

Accrued compensation and benefits

 

515.1

 

386.7

Other current liabilities

 

691.3

 

645.1

Total current liabilities

 

3,552.7

 

2,928.9

Long-term debt due after one year

 

8,393.1

 

9,207.7

Pension liabilities, net of current portion

 

298.5

 

305.2

Postretirement medical liabilities, net of current portion

 

147.0

 

145.4

Non-recourse liabilities held by special purpose entities

 

1,132.0

 

1,136.5

Deferred income taxes

 

2,872.6

 

2,916.9

Other long-term liabilities

 

1,503.8

 

1,490.3

Redeemable noncontrolling interests

 

2.2

 

1.3

 
Total stockholders’ equity

 

11,051.9

 

10,630.6

Noncontrolling interests

 

18.1

 

16.9

Total Equity

 

11,070.0

 

10,647.5

Total Liabilities and Equity

$

28,971.9

$

28,779.7

Non-GAAP Financial Measures and Reconciliations

WestRock reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes certain non-GAAP financial measures provide investors and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions, and in evaluating WestRock’s performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, WestRock’s GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. We discuss below details of the non-GAAP financial measures presented by us and provide reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.

Adjusted Segment EBITDA and Adjustments to Segment EBITDA

WestRock uses the non-GAAP financial measure “Adjusted Segment EBITDA”, along with other factors, to evaluate our segment performance. Management believes adjusting “Segment EBITDA” for certain items provides WestRock’s board of directors, investors, potential investors, securities analysts and others with useful information to evaluate WestRock’s performance across periods or relative to our peers, and that adjusting “Segment EBITDA” to “Adjusted Segment EBITDA” more closely aligns those results to the adjustments in Adjusted Net Income that relate to “Segment EBITDA”. The consolidated financial results and segment tables include a reconciliation of “Adjusted Segment EBITDA” to “Segment EBITDA” by adding certain “Adjustments” to “Segment EBITDA”. These “Adjustments” are reflected in the “Adjusted Net Income” reconciliation tables below.

Adjusted Segment Sales and Adjusted Segment EBITDA Margins

With respect to Adjusted Segment Sales, management believes that adjusting Segment Sales for trade sales is consistent with how peers present their sales for purposes of computing margins and helps analysts compare companies in the same peer group. WestRock uses the non-GAAP financial measure “Adjusted Segment EBITDA Margins”, along with other factors, to evaluate our segment performance against our peers. Management believes this measure is also useful to investors to evaluate WestRock’s performance relative to its peers. “Segment EBITDA Margin” is calculated for each segment by dividing that segment’s Segment EBITDA by Segment sales. “Adjusted Segment EBITDA Margin” is calculated for each segment by dividing that segment’s Adjusted Segment EBITDA by Adjusted Segment Sales.

Adjusted Net Income, Adjusted Earnings Per Diluted Share

WestRock uses the non-GAAP financial measures “Adjusted Net Income” and “Adjusted Earnings Per Diluted Share”. Management believes these measures provide WestRock’s board of directors, investors, potential investors, securities analysts and others with useful information to evaluate WestRock’s performance because they exclude restructuring and other costs and other specific items that management believes are not indicative of the ongoing operating results of the business. WestRock and its board of directors use this information to evaluate WestRock’s performance relative to other periods. WestRock believes that the most directly comparable GAAP measures to Adjusted Net Income and Adjusted Earnings Per Diluted Share are Net income attributable to common stockholders, represented in the table below as the GAAP Results for Consolidated net income (i.e. Net of Tax) less net income attributable to Noncontrolling interests, and Earnings per diluted share, respectively. This release includes a reconciliation of Earnings per diluted share to Adjusted Earnings Per Diluted Share. Set forth below is a reconciliation of Adjusted net income to Net income attributable to common stockholders for the periods indicated (in millions):

Three Months Ended March 31, 2021
 
Adjustments to Segment EBITDA Consolidated Results
 
Corrugated
Packaging
Consumer
Packaging
Other Pre-Tax Tax Net of Tax
GAAP Results (1)

$

144.9

 

$

(30.5

)

$

114.4

 

Grupo Gondi option

 

n/a

 

n/a

 

n/a

 

22.5

 

 

(6.7

)

 

15.8

 

Ransomware recovery costs

 

2.0

 

0.8

 

17.0

 

19.8

 

 

(4.9

)

 

14.9

 

Accelerated compensation – former CEO

 

 

 

11.7

 

11.7

 

 

 

 

11.7

 

Restructuring and other items

 

n/a

 

n/a

 

n/a

 

5.2

 

 

(1.4

)

 

3.8

 

Losses at closed plants, transition and start-up costs (2)

 

0.4

 

0.2

 

 

0.8

 

 

(0.2

)

 

0.6

 

Accelerated depreciation on major capital projects and certain plant closures (2)

 

n/a

 

n/a

 

n/a

 

0.5

 

 

(0.2

)

 

0.3

 

Gain on sale of sawmill

 

n/a

 

n/a

 

n/a

 

(16.5

)

 

8.3

 

 

(8.2

)

MEPP liability adjustment due to interest rates

 

n/a

 

n/a

 

n/a

 

(8.1

)

 

2.0

 

 

(6.1

)

Adjustments / Adjusted Results

$

2.4

$

1.0

$

28.7

$

180.8

 

$

(33.6

)

$

147.2

 

Noncontrolling interests

 

(1.9

)

Adjusted Net Income

$

145.3

 

(1) The GAAP results for Pre-Tax, Tax and Net of Tax are equivalent to the line items “Income before income taxes”, “Income tax expense” and “Consolidated net income”, respectively, as reported on the statements of income.

(2) The variance between the Pre-Tax column and the sum of the Adjustments to Segment EBITDA is depreciation and amortization.
Three Months Ended March 31, 2020
 
Adjustments to Segment EBITDA Consolidated Results
 
Corrugated
Packaging
Consumer
Packaging
L&D
and Other
Pre-Tax Tax Net of Tax
GAAP Results (1)

$

206.7

 

$

(57.8

)

$

148.9

 

North Charleston and Florence transition and reconfiguration costs (2)

 

19.6

 

 

 

 

 

21.8

 

 

(5.4

)

 

16.4

 

Restructuring and other items

 

n/a

 

 

n/a

 

 

n/a

 

16.4

 

 

(3.9

)

 

12.5

 

Losses at closed plants, transition and start-up costs (2)

 

6.8

 

 

1.5

 

 

 

9.1

 

 

(2.5

)

 

6.6

 

Accelerated depreciation on major capital projects and certain plant closures (2)

 

n/a

 

 

n/a

 

 

n/a

 

5.5

 

 

(1.3

)

 

4.2

 

Multiemployer pension withdrawal expense

 

n/a

 

 

n/a

 

 

n/a

 

0.9

 

 

(0.2

)

 

0.7

 

Loss on extinguishment of debt

 

n/a

 

 

n/a

 

 

n/a

 

0.5

 

 

(0.1

)

 

0.4

 

Litigation recovery

 

(7.2

)

 

(4.3

)

 

n/a

 

(11.5

)

 

2.8

 

 

(8.7

)

Gain on sale of certain closed facilities

 

n/a

 

 

n/a

 

 

n/a

 

(5.0

)

 

1.2

 

 

(3.8

)

Brazil indirect tax (3)

 

(0.4

)

 

 

 

 

(1.3

)

 

0.3

 

 

(1.0

)

Hurricane Michael recovery of direct costs, net

$

(0.6

)

$

 

$

 

(0.6

)

 

0.2

 

 

(0.4

)

Other

 

 

 

0.8

 

 

 

0.8

 

 

(0.2

)

 

0.6

 

Adjustments / Adjusted Results

$

18.2

 

$

(2.0

)

$

$

243.3

 

$

(66.9

)

$

176.4

 

Noncontrolling interests

 

(0.8

)

Adjusted Net Income

$

175.6

 

(1) The GAAP results for Pre-Tax, Tax and Net of Tax are equivalent to the line items “Income before income taxes”, “Income tax expense” and “Consolidated net income”, respectively, as reported on the statements of income.
(2) The variance between the Pre-Tax column and the sum of the Adjustments to Segment EBITDA is depreciation and amortization.
(3) The variance between the Pre-Tax column and the sum of the Adjustments to Segment EBITDA is interest income.

Adjusted Earnings Per Diluted Share

Set forth below is a reconciliation of Adjusted Earnings Per Diluted Share to Earnings per diluted share.

 
Three Months Ended
Mar. 31,
2021
Mar. 31,
2020
 
Earnings per diluted share

$

0.42

 

$

0.57

 

Grupo Gondi option

 

0.06

 

 

 

Ransomware recovery costs

 

0.06

 

 

 

Accelerated compensation – former CEO

 

0.04

 

 

 

Restructuring and other items

 

0.01

 

 

0.04

 

Losses at closed plants, transition and start-up costs

 

 

 

0.03

 

Accelerated depreciation on major capital projects and certain plant closures

 

 

 

0.02

 

Gain on sale of sawmill

 

(0.03

)

 

 

MEPP liability adjustment due to interest rates

 

(0.02

)

 

 

North Charleston and Florence transition and reconfiguration costs

 

 

 

0.06

 

Litigation recovery

 

 

 

(0.03

)

Gain on sale of certain closed facilities

 

 

 

(0.02

)

Adjusted Earnings Per Diluted Share

$

0.54

 

$

0.67

 

Set forth below are reconciliations of Adjusted Segment Sales, Adjusted Segment EBITDA and Adjusted Segment EBITDA Margins to the most directly comparable GAAP measures, Segment Sales and Segment Income, for the quarters ended March 31, 2021 and March 31, 2020 (in millions, except percentages):

Reconciliation for the Quarter Ended March 31, 2021
 

Corrugated

Packaging

 

Consumer

Packaging

 

Corporate /

Elim.

 

Consolidated

 
Segment sales / Net sales

$

2,913.4

 

$

1,589.9

 

$

(65.5

)

$

4,437.8

 

Less: Trade sales

 

(71.1

)

 

 

 

 

 

(71.1

)

Adjusted Segment Sales

$

2,842.3

 

$

1,589.9

 

$

(65.5

)

$

4,366.7

 

 
Segment income (1)

$

205.3

 

$

81.2

 

$

 

$

286.5

 

Non-allocated expenses

 

 

 

 

 

(39.5

)

 

(39.5

)

Depreciation & amortization

 

229.9

 

 

130.1

 

 

1.4

 

 

361.4

 

Segment EBITDA

 

435.2

 

 

211.3

 

 

(38.1

)

 

608.4

 

Adjustments (2)

 

2.4

 

 

1.0

 

 

28.7

 

 

32.1

 

Adjusted Segment EBITDA

$

437.6

 

$

212.3

 

$

(9.4

)

$

640.5

 

 
Segment EBITDA Margins

 

14.9

%

 

13.3

%

Adj. Segment EBITDA Margins

 

15.4

%

 

13.4

%

 
(1) Segment income includes pension and other postretirement income (expense)
(2) See the Adjusted Net Income tables on page 11 for adjustments
Corrugated Reconciliation for the Quarter Ended March 31, 2021
North
American
Corrugated
Brazil
Corrugated
Other (1) Total
Corrugated
Packaging
 
Segment sales

$

2,540.9

 

$

96.5

 

$

276.0

$

2,913.4

 

Less: Trade sales

 

(71.1

)

 

 

 

 

(71.1

)

Adjusted Segment Sales

$

2,469.8

 

$

96.5

 

$

276.0

$

2,842.3

 

 
Segment income (2)

$

192.2

 

$

5.3

 

$

7.8

$

205.3

 

Depreciation & amortization

 

212.7

 

 

11.2

 

 

6.0

 

229.9

 

Segment EBITDA

 

404.9

 

 

16.5

 

 

13.8

 

435.2

 

Adjustments (3)

 

2.3

 

 

 

 

0.1

 

2.4

 

Adjusted Segment EBITDA

$

407.2

 

$

16.5

 

$

13.9

$

437.6

 

 
Segment EBITDA Margins

 

15.9

%

 

17.1

%

 

14.9

%

Adj. Segment EBITDA Margins

 

16.5

%

 

17.1

%

 

15.4

%

(1) The “Other” column includes our Victory Packaging and India corrugated operations.
(2) Segment income includes pension and other postretirement income (expense)
(3) See the Adjusted Net Income tables on page 11 for adjustments
Reconciliation for the Quarter Ended March 31, 2020
 

Corrugated

Packaging

 

Consumer

Packaging

 

Corporate /

Elim.

 

Consolidated

 
Segment sales / Net sales

$

2,882.5

 

$

1,616.3

 

$

(51.5

)

$

4,447.3

 

Less: Trade sales

 

(96.2

)

 

 

 

 

 

(96.2

)

Adjusted Segment Sales

$

2,786.3

 

$

1,616.3

 

$

(51.5

)

$

4,351.1

 

 
Segment income (1)

$

244.5

 

$

90.8

 

$

 

$

335.3

 

Non-allocated expenses

 

 

 

 

 

(17.6

)

 

(17.6

)

Depreciation & amortization

 

239.6

 

 

133.2

 

 

1.7

 

 

374.5

 

Segment EBITDA

 

484.1

 

 

224.0

 

 

(15.9

)

 

692.2

 

Adjustments (2)

 

18.2

 

 

(2.0

)

 

 

 

16.2

 

Adjusted Segment EBITDA

$

502.3

 

$

222.0

 

$

(15.9

)

$

708.4

 

 
Segment EBITDA Margins

 

16.8

%

 

13.9

%

Adj. Segment EBITDA Margins

 

18.0

%

 

13.7

%

(1) Segment income includes pension and other postretirement income (expense)
(2) See the Adjusted Net Income tables on page 11 for adjustments
Corrugated Reconciliation for the Quarter Ended March 31, 2020
North
American
Corrugated
Brazil
Corrugated
Other (1) Total
Corrugated
Packaging
 
Segment sales

$

2,542.9

 

$

100.7

 

$

238.9

$

2,882.5

 

Less: Trade sales

 

(96.2

)

 

 

 

 

(96.2

)

Adjusted Segment Sales

$

2,446.7

 

$

100.7

 

$

238.9

$

2,786.3

 

 
Segment income

$

228.4

 

$

13.4

 

$

2.7

$

244.5

 

Depreciation & amortization

 

221.1

 

 

12.2

 

 

6.3

 

239.6

 

Segment EBITDA

 

449.5

 

 

25.6

 

 

9.0

 

484.1

 

Adjustments (2)

 

15.9

 

 

2.3

 

 

 

18.2

 

Adjusted Segment EBITDA

$

465.4

 

$

27.9

 

$

9.0

$

502.3

 

 
Segment EBITDA Margins

 

17.7

%

 

25.4

%

 

16.8

%

Adj. Segment EBITDA Margins

 

19.0

%

 

27.7

%

 

18.0

%

(1) The “Other” column includes our Victory Packaging and India corrugated operations.
(2) See the Adjusted Net Income tables on page 11 for adjustments

 

Investors:

James Armstrong, 470-328-6327

Vice President, Investor Relations

[email protected]

Tim Murphy, 678-291-7363

Senior Vice President – Treasurer

[email protected]

Media:

Courtney James, 470-328-6397

Manager, Corporate Communications

[email protected]

KEYWORDS: United States North America Georgia

INDUSTRY KEYWORDS: Packaging Other Manufacturing Manufacturing

MEDIA: