Business Capital (BizCap®) Expands Credit Team

SAN FRANCISCO, May 04, 2021 (GLOBE NEWSWIRE) — BizCap® (Business Capital), a leading commercial finance and advisory firm, is expanding its team with the recent addition of Cooper Brown as an Analyst, assisting the credit and capital markets departments with underwriting, syndication, debt market analysis and reporting.

“We are very excited to have Cooper on board. His Investment Banking experience will be a great asset to our team and further our goals of being highly responsive to clients and partners and moving transactions forward with speed and certainty. In his short time at BizCap, he has impressed us with both his smarts and work ethic. Cooper is a winner,” said Chuck Doyle, President & CEO of Business Capital.

Prior to joining BizCap, Cooper was an Investment Banking Analyst with Cowen and Company in New York City, where he focused on debt placement and advisory, covering the leveraged loan, high yield bond and private debt markets. Previously, Cooper worked as an Investment Banking Summer Analyst for Credit Suisse in the Corporate Debt Derivatives group, where he collaborated with the Debt Capital Markets and Leveraged Finance product groups to develop interest rate hedging strategies for corporate clients. His prior experience also includes internships with PricewaterhouseCoopers and River Cities Capital Funds. Cooper graduated from the University of Cincinnati with a B.B.A. in Finance and holds the FINRA Series 79 license.

BizCap® is a leading commercial finance and advisory firm specializing in securing customized non-dilutive credit-based solutions for rapidly growing as well as challenged middle market companies nationwide who require a unique, timely and tailored financing structure to address their particular needs, especially when conventional sources of capital are not an option. BizCap is a proud supporter of Team IMPACT, a national nonprofit that connects children facing serious and chronic Illnesses with local college athletic teams, forming life-long bonds and life-changing outcomes.

Contact:

Business Capital
Chuck Doyle
415-989-0970
[email protected]

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d1a4fa3c-e1f5-42ee-9e28-2ec845e67cc4 



Apollo Global Management, Inc. Reports First Quarter 2021 Results

NEW YORK, May 04, 2021 (GLOBE NEWSWIRE) — Apollo Global Management, Inc. (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) today reported results for the first quarter ended March 31, 2021.

“The first quarter was incredibly strong for Apollo, with record GAAP earnings of $2.81 per share and record fee related earnings of $0.65 per share, up 26% year over year. Our private equity portfolio is incredibly well positioned for the reopening of the U.S. economy and showed significant appreciation of +22% in the quarter. Substantial progress was made in implementing our strategic growth plan, most importantly with the announcement of our merger with Athene. In the quarter, we further positioned ourselves for growth with the scaling of our High Grade Alpha platform and the launch of our GP Solutions / Credit Secondaries business. Lastly, we have announced the changes to our governance to establish a simpler, more transparent structure, and are well on our way toward implementing them, and expect to be eligible for additional index inclusion upon close of the merger,” said Marc Rowan, Chief Executive Officer.

Apollo issued a full detailed presentation of its first quarter ended March 31, 2021 results, which can be viewed through the Stockholders section of Apollo’s website at http://www.apollo.com/stockholders.

Dividends

Apollo has declared a cash dividend of $0.50 per share of its Class A Common Stock for the first quarter ended March 31, 2021. This dividend will be paid on May 28, 2021 to holders of record at the close of business on May 20, 2021. Apollo intends to distribute to its Class A common stockholders on a quarterly basis substantially all of its distributable earnings after taxes and related payables in excess of amounts determined by the executive committee of its board of directors to be necessary or appropriate to provide for the conduct of its business and, at a minimum, a quarterly dividend of $0.40 per share. As previously announced, following the closing of Apollo’s proposed merger with Athene Holding Ltd., Apollo intends to distribute an annual dividend of $1.60 per share of common stock, with increases based on growth of the business, as determined by the board of directors.

Apollo has declared a cash dividend of $0.398438 per share of each of its Series A Preferred Stock and Series B Preferred Stock, which will be paid on June 15, 2021 to holders of record at the close of business on June 1, 2021.

The declaration and payment of dividends on Class A Common Stock, Series A Preferred Stock and Series B Preferred Stock are at the sole discretion of the executive committee of Apollo Global Management, Inc.’s board of directors. Apollo cannot assure its stockholders that they will receive any dividends in the future.

Conference Call

Apollo will host a conference call on Tuesday, May 4, 2021 at 8:30 a.m. Eastern Time. During the call, members of Apollo’s senior management team will review Apollo’s financial results for the first quarter ended March 31, 2021. The conference call may be accessed by dialing (833) 614-1406 (U.S. domestic) or +1 (914) 987-7127 (international), and providing conference call ID 5576528 when prompted by the operator. The number should be dialed at least ten minutes prior to the start of the call. A simultaneous webcast of the conference call will be available to the public on a listen-only basis and can be accessed through the Stockholders section of Apollo’s website at www.apollo.com.

Following the call, a replay of the event may be accessed either telephonically or via audio webcast. A telephonic replay of the live broadcast will be available approximately two hours after the live broadcast by dialing (855) 859-2056 (U.S. callers) or +1 (404) 537-3406 (non-U.S. callers), passcode 5576528. To access the audio webcast, please visit Events and Presentations in the Stockholders section of Apollo’s website at www.apollo.com.

About Apollo

Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, San Diego, Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong, Shanghai and Tokyo, among others. Apollo had assets under management of approximately $461 billion as of March 31, 2021 in credit, private equity and real assets funds. For more information about Apollo, please visit www.apollo.com.

Forward-Looking Statements

In this press release, references to “Apollo,” “we,” “us,” “our” and the “Company” refer collectively to Apollo Global Management, Inc. and its subsidiaries, including the Apollo Operating Group and all of its subsidiaries, or as the context may otherwise require. This press release may contain forward-looking statements that are 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 statements include, but are not limited to, discussions related to Apollo’s expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this press release, the words “believe,” “anticipate,” “estimate,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks relating to our dependence on certain key personnel, our ability to raise new private equity, credit or real assets funds, the impact of COVID-19, the impact of energy market dislocation, market conditions, generally, our ability to manage our growth, fund performance, changes in our regulatory environment and tax status, the variability of our revenues, net income and cash flow, our use of leverage to finance our businesses and investments by our funds, litigation risks and consummation of the merger of Apollo with Athene Holding Ltd., potential governance changes and related transactions which are subject to regulatory, corporate and stockholder approvals, among others. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in Apollo’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2021, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. This press release does not constitute an offer of any Apollo fund.

Investor and Media Relations Contacts

For investors please contact:
Peter Mintzberg
Head of Investor Relations
Apollo Global Management, Inc.
212-822-0528
[email protected]

For media inquiries please contact:
Joanna Rose
Global Head of Corporate Communications
Apollo Global Management, Inc.
212-822-0491
[email protected]



RioCan Announces First Quarter Results for 2021

  • 1.1 million sq. ft. of new and renewed
    leases with new leasing spread of 14.2% and blended spread of
    8.1%
    ;
  • Net income increased to
    $106.7 million
    from
    $102.8 million for pre-pandemic Q1 2020
    ;
  • FFO/unit (excluding debenture prepayment costs) of
    $0.36
    , impacted by
    $5.8 million
    of one-time G&A costs;
  • Committed occupancy improved 10 bps from Q4 2020
    to 95.8% an
    d 30 bps to
    96.0%
    as of May 3, 2021;
  • Capital recycling program remains robust with
    $543.1 million
    of cl
    osed, firm and conditional deals year-to-date.

TORONTO, May 04, 2021 (GLOBE NEWSWIRE) — RioCan Real Estate Investment Trust (“RioCan” or the “Trust”) (TSX: REI.UN) announced today its financial results for the three months ended March 31, 2021 (the “First Quarter”).

“While we have seen volatility in the retail sector throughout the pandemic, I am proud of how we have come through. The operating environment is becoming more favourable for a portfolio like RioCan’s, as evidenced by our strong leasing spreads, increased leasing velocity and occupancy and our rent collections,” said Jonathan Gitlin, President and CEO of RioCan. “Our strong team will continue to create value through our well-positioned income producing portfolio and development pipeline. As vaccines begin to take hold, we look ahead beyond this exceptional moment in time poised to capitalize on pent-up consumer activity that will benefit our tenants, RioCan and ultimately, our Unitholders.”

    Three months ended March 31,
(in millions except percentages, square feet and per unit values)   2021     2020
           
Financial Highlights          
Net income   $ 106.7     $ 102.8
Weighted average Units outstanding – diluted (in thousands)   317,758     317,725
FFO (i)   $ 106.0     $ 144.6
FFO (excluding debenture prepayment costs) (i)   $ 113.1     $ 144.6
FFO per unit – diluted (i)   $ 0.33     $ 0.46
FFO per unit – diluted (excluding debenture prepayment costs) (i)   $ 0.36     $ 0.46
           
           
Operation Highlights          
Same property NOI (decline) growth – overall portfolio (i)   (4.6
)
%
    3.0%
Six major markets – % of total annualized revenue (ii)   90.4
%
    90.2%
Greater Toronto Area – % of total annualized revenue (ii)   51.0
%
    51.0%
Occupancy – committed six major markets (ii)   96.1
%
    97.3%
Occupancy – committed (ii)   95.8
%
    96.8%
Blended leasing spread   8.1
%
    5.6%
New leasing spread   14.2
%
    6.7%
Renewal leasing spread   5.0
%
    5.3%
           
           
Development Highlights          
Development completions – sq ft in thousands   30.0     133.0
Development expenditures (iii)   $ 87.5     $ 103.0
Properties under development and residential inventory as a percentage of consolidated gross book value of assets (maximum permitted: 15%) (ii) (iii)   10.7
%
    9.4%
           
           
    March 31, 2021     December 31, 2020
           
Balance Sheet Strength Highlights          
Debt to Adjusted EBITDA (i) (iv)   10.02x     9.47x
Ratio of total debt to total assets (i) (ii) (iv)   45.3
%
    45.0%
Unencumbered assets (i) (ii) (iv)   $ 8,719     $ 8,727
Unencumbered assets to unsecured debt (i) (ii) (iv)   221
%
    215%
           

(i)   A Non-GAAP measurement. For definitions and the basis of presentation of RioCan’s Non-GAAP measures, refer to the Non-GAAP Measures section in RioCan’s Management’s Discussion and Analysis (MD&A) for the three months ended March 31, 2021.
(ii)   Information presented as at respective periods then ended.
(iii)   Includes costs incurred for various properties under development and for residential inventory in respective reporting periods.
(iv)   At RioCan’s proportionate share.
     


C


OVID-19 Pandemic and Its Impacts on RioCan Property Operations

  • The First Quarter saw a series of government mandated changes to pandemic-related restrictive measures, with certain restrictions loosened or lifted in February followed by the reinstatement or tightening of restrictions in late March in response to the rise of the third wave of the pandemic in Ontario and certain other provinces. The number of tenants opened or closed varied through the quarter in accordance with changing government requirements. Approximately 9% of tenants were closed at the quarter end and nearly 20% of tenants were closed as of May 3, 2021 given the post quarter end tightened restrictions. Despite the challenges, as of May 3, 2021, the Trust collected 93.9% of its First Quarter billed gross rents in cash.
  • The Canadian government continues to provide support for businesses impacted by the pandemic with the Canada Emergency Rent Subsidy (CERS) program and other programs. The CERS funding is provided directly to tenants without a landlord rent abatement requirement and is currently in effect until June 2021. Subject to legislative approvals, the recently announced federal budget extends the CERS program to September 25, 2021 with certain changes to the qualification requirements and maximum basic subsidy rates.
  • The Trust’s collections of billed gross rents as of May 3, 2021 are summarized as follows:
  Q1 2021 Q4 2020 Q3 2020 Q2 2020
Total cash collected (i) 93.9% 95.1% 94.5% 89.6%
Deferred rents with definitive payment schedule 0.5% 0.7% 0.2% 2.9%
Provision for rent abatements and bad debts 2.4% 3.4% 5.3% 6.8%
Remaining rent to be collected 3.2% 0.8% —% 0.7%
Total 100.0% 100.0% 100.0% 100.0%

(i)   Includes $2.9 million of security deposits applied in Q3 2020, representing approximately 1.1% of billed gross rents for that quarter. Total cash collected includes CECRA funding received in Q2 2020 and Q3 2020. The CECRA program ended in September 2020 and was replaced by the CERS program.
  • Most tenants with deferred rents have been paying based on definitive payment schedules. RioCan is confident in the collectability of its deferred rents and remaining rents to be collected post its provision for rent abatements and bad debts (“pandemic-related provision”). The Trust accrued $6.4 million of such provision for the First Quarter.
  • Based on annualized net rent as of March 31, 2021, approximately 78.8% of the Trust’s tenants are classified as “strong” or “stable” and 97.6% of total gross rents billed to these tenants in the First Quarter have been collected in cash. Cash rent collection from the remaining “potentially vulnerable” tenants was 81.4% as they are more impacted by the pandemic. The timing of tenants’ submissions for CERS and the administrative process required for eligible tenants to receive CERS funding could have had an impact on the cash rent collection from these tenants in the short-term. RioCan’s cash collection results are expected to improve as its tenants receive CERS funding in arrears for prior months.
Tenant Composition % of Annualized
Net Rent
Q1 2021 Cash Rent
Collection %
Strong (i) 61.2% 99.1%
Stable (ii) 17.6% 92.7%
Subtotal 78.8% 97.6%
Potentially Vulnerable (iii) 21.2% 81.4%
Total 100.0% 93.9%

(i)   Strong is represented by, or includes, national office tenants and essential / necessity / value / and specialty retail tenants that have strong rent paying ability in the current pandemic impacted environment and also includes residential tenants.
(ii)   Stable is represented by, or includes, tenants with reasonably strong uses and good rent paying ability or tenants with medium uses in the current environment but strong rent paying ability.
(iii)   Potentially Vulnerable, particularly under COVID-19, includes tenants with uses that are significantly impacted by the pandemic (such as movie theatres, gyms, sit-down restaurants) as well as uses that were of concern prior to the pandemic (such as apparel) or tenants whom the Trust has concerns over tenant rent paying ability under the COVID-19 circumstances.
  • As of May 3, 2021, the Trust has collected 93.6% of the billed April gross rents in cash despite that nearly 20% of the Trust’s tenants were closed due to the extensive and more restrictive closures mandated in certain provinces post the quarter end. While the length and extent of such mandated closures are difficult to predict, the strength of the Trust’s tenant base offers significant downside protection. The recent acceleration of vaccination roll-outs are also expected to significantly improve the operating environment.
  • Furthermore, RioCan holds approximately $29.6 million of security deposits and approximately $4.6 million in letters of credit from a number of tenants which can serve to offset rents owed on a tenant-by-tenant basis in the event of unresolved tenant defaults.
  • The Trust continues to work with tenants whose businesses have been affected by the pandemic. In the limited circumstances where abatement is provided in favor of a tenant, other than in the case of the CECRA program in 2020, RioCan typically receives concessions of value in exchange, such as development rights, lease term extensions or waiver of exclusivity provisions.


FFO per Unit (excluding debenture prepayment costs) and Net Income

  • FFO per unit for the First Quarter (excluding the $7.0 million debenture prepayment costs) was $0.36, $0.03 per unit lower than Q4 2020. One-time $5.8 million general and administrative expenses such as the accelerated expensing of certain unit-based compensation costs accounted for a $0.02 FFO per unit decrease while lower residential inventory gains and lower lease cancellation fees, partially offset by a lower pandemic-related provision, accounted for the remaining change.
  • The FFO payout ratio (excluding debenture prepayment costs), calculated on a twelve-month rolling basis, was 90.8% which included only a partial benefit from the one-third reduction in distributions effective January 2021. Based on distributions declared during the quarter and quarterly FFO, instead of on a rolling twelve-month basis, the FFO payout ratio (excluding debenture prepayment costs) for the quarter was 67.5%.
  • The Trust reported net income of $106.7 million for the First Quarter, a $41.1 million increase from Q4 2020. The change in fair value gains (losses) on investment properties was the primary reason for this increase, with the First Quarter reporting net marginal fair value gains of $8.9 million while Q4 2020 reported net fair value losses of $42.3 million. The Trust estimated no major pandemic-related adjustments were warranted for the IFRS value of its investment properties in the First Quarter.


Same Property NOI – Commercial

  • Same property NOI decreased by 4.6% for the First Quarter for the overall commercial portfolio when compared to the same respective period in 2020 mainly due to the pandemic-related provision.
  • Excluding the pandemic-related provision, same property NOI would have decreased by 1.1% for the First Quarter. This decrease was primarily driven by certain other effects of the pandemic on property operations such as on occupancy.


Operations – Commercial

  • The Trust completed 1.1 million (at 100% ownership interest) square feet of new and renewed leases during the quarter. It achieved new leasing spreads of 14.2% for the overall portfolio and 18.6% for major market properties, both more than doubling the pre-pandemic Q1 2020 results. Combined with a renewal leasing spread of 5.0%, the blended leasing spread was 8.1% for the overall portfolio and 9.8% for the major market portfolio, both exceeding the pre-pandemic Q1 2020 results.
  • Despite the fluctuations in the mandated business closures during the First Quarter, committed and in-place occupancy at RioCan’s commercial properties increased by 10 basis points and 20 basis points to 95.8% and 95.1%, respectively by the quarter end. Retail committed occupancy held steady at 96.1% from the year end while office committed occupancy increased by 30 basis points to 91.4%. Retail in-place occupancy increased by 30 basis points to 95.4%.
  • Since the end of the First Quarter, the Trust has further improved the committed and in-place occupancy by 20 basis points each to 96.0% and 95.3% as of May 3, 2021.
  • RioCan continues to evolve its property mix and tenant mix as it anticipates, and adapts to, the ever changing retail landscape. As of the quarter end, 90.8% of RioCan’s annualized rental revenue is from Grocery Anchored, Mixed-Use / Urban and Open Air Centres. The Grocery Anchored Centre proportion increased by 50 basis points from the previous quarter to 42.5%, while the Enclosed Centres proportion further decreased by 30 basis points to 9.2%.
  • With respect to tenant mix, RioCan increased its grocery/pharmacy/liquor tenant mix by 10 basis points to 17.0% while its exposure to apparel decreased by 20 basis points to 6.7%, when compared to the 2020 year end.


Ope


rations – Residential

  • The Trust’s growing purpose-built RioCan LivingTM residential rental portfolio currently includes 1,218 residential rental units (at 100%) across four buildings – eCentralTM and PivotTM in Toronto, FrontierTM in Ottawa, and BrioTM in Calgary. Frontier has achieved stabilized occupancy while the three remaining rental towers are in various phases of lease-up.
  • As of May 3, 2021, Frontier was 98.7% leased and eCentral was 84.5% leased. While the significant slowdown in immigration and wider spread of household consolidation during the pandemic have impacted current residential leasing, RioCan’s well-located and professionally managed RioCan Living residential rental assets will benefit from the reversal of these short-term trends post the pandemic. The Trust remains confident in the long-term strategic importance and net asset value growth prospect of its residential rental business. This is further supported by the successful closing of the sale of a 50% non-managing interest in eCentral and the commercial component of ePlace during the quarter at attractive 3.6% and 4.6% capitalization rates, respectively, based on stabilized NOI.
  • Despite being launched during the pandemic, lease-up of Brio and Pivot continues to trend well, highlighting the resilience of well-located and well-designed buildings. As of May 3, 2021, Brio was 74.1% leased, up 14.8% from the previous quarter report, while Pivot was 20.8% leased since its initial launch in December 2020, up 10.0% from the previous quarter report.
  • The Trust collected 98.2% of the First Quarter’s billed residential rents as of May 3, 2021.


Capital Recycling

  • The Trust’s capital recycling program provides one of the most efficient and effective sources of capital to fund value creation initiatives such as developments and strengthening the Trust’s balance sheet. During the quarter, $176.6 million of dispositions were closed, of which $155.6 million were income producing assets at a weighted average capitalization rate of 4.19% based on in-place NOI and the remaining $21.0 million were development properties with no in-place NOI. As of May 3, 2021, the Trust further closed or entered into firm or conditional agreements to dispose 100% or partial interests in a number of properties for total sales proceeds of $366.5 million.
  • In aggregate, closed, firm and conditional deals since the beginning of 2021 totaled $543.1 million, consisting of $421.2 million of income producing properties at a weighted average capitalization rate of 5.15% based on in-place NOI and $121.8 million of development properties.
  • Certain of these transactions involve the sale of partial interests in development properties or future density, as well as closing of prearranged air rights sales. They allow the Trust to not only realize inherent density value, recycle capital to fund its mixed-use development program, but also to mitigate risk, share costs, earn additional fee income, and attract new partners or strengthen existing partner relationships. The quality of RioCan’s assets are evident in the pricing achieved and in the well-respected and established partners attracted despite uncertainty during challenging pandemic circumstances.


Development Highlights

  • Purpose-built RioCan Living residential rental properties, as well as condominium and townhouse projects, remain a cornerstone of RioCan’s development program. Residential development represents 82.8% or 34.6 million square feet of the Trust’s current estimated development pipeline of 41.8 million square feet. During the quarter, the Trust completed 30,000 square feet of development, primarily related to the first phase of the 100% owned Windfields Farm Commercial project in Oshawa, Ontario. This project is 89% leased to grocery and other necessity-based retailers with the remaining construction to be completed this year. It complements and serves the Windfields Farm residential community which RioCan is developing with its partner, Tribute Communities. The residential project includes three phases or 392 units of townhouses (first phase or 170 units have been completed and second phase or 153 units are 100% pre-sold with construction underway) and three condominium towers comprised of 1,500 units (first tower with 503 units is 100% pre-sold with construction underway and pre-sale of the 601-units second tower to start in July 2021). The success of the retail leasing and condominium and townhouse sales with profit margins of up to 23% illustrate the attractiveness of this growing community and RioCan’s ability to generate net asset value growth for its Unitholders.
  • Construction of the 36 storey office tower at The Well™ remains on track for initial tenant possession in 2021. The steel canopy is being installed over the multi-level retail galleria while approximately a third of the 340,000 square feet of retail space has been leased to forward-thinking tenants that are characteristic of the vibrant nature of the King West neighbourhood. With respect to the residential component, the tower concrete structure has reached level 11 for the 592-unit residential rental building at FourFifty The WellTM and on April 7, 2021, the air rights transaction for this building was completed. As a result, Woodbourne Canada Partners (“Woodbourne”) and RioCan each owns 50% of the development property. Air rights sales for three of the six residential buildings are now complete with conveyance of the air rights of the three remaining buildings on track to be completed in 2021.
  • The Well community will ultimately be comprised of 1,700 condominium and purpose-built rental units including the towers that Tridel Builders Inc. (“Tridel”) and Woodbourne will develop on their own, in addition to the 340,000 feet of gross leasable retail space and the 1.2 million square feet of gross leasable office space which is 85% pre-leased to strong covenant tenants such as Shopify. By providing housing options for young professionals, growing families and empty nesters, Tridel has pre-sold 84% of its condominium inventory released, further underscoring the desirability and demand for this mixed-use community.
  • The majority of RioCan’s development projects were not materially impacted by the pandemic during the First Quarter. As of March 31, 2021, properties under development and residential inventory accounted for 10.7% of the Trust’s consolidated gross book value of assets, well under the 15% limit permitted under its unsecured operating line of credit and other credit facilities agreements. The Trust’s long-term goal is to keep this ratio at 10% or lower. With the completion of a significant portion of The Well in 2021 as well as staggered development starts, and sharing of development costs and risks with existing and future strategic partners, the Trust expects future annual development spend to be lower than its 2021 target of $500 million.


Ample Liquidity and Balance Sheet Strength

  • RioCan continued to maintain ample liquidity. As of March 31, 2021, the Trust had $1.3 billion of liquidity in the form of cash and cash equivalents and undrawn lines of credit on a proportionate share basis. RioCan had a large unencumbered asset pool of $8.7 billion as of the quarter end on a proportionate share basis, which generated 59.5% of RioCan’s annualized NOI and provided 2.21x coverage over its unsecured debt.
  • On April 23, 2021, the Trust successfully extended the maturity of its revolving unsecured operating line of credit by two years to May 31, 2026. All other terms and conditions remained the same.
  • Of the Trust’s $380.0 million mortgage maturities in 2021, only $102.1 million have yet to be refinanced or do not have refinancing commitments in place as of May 3, 2021. They mature in the remainder of the year and are expected to be refinanced in due course.
  • Debt to Adjusted EBITDA was 10.02x and debt to total assets was 45.3% as of March 31, 2021, both on a proportionate share basis. The increase in debt to Adjusted EBITDA relative to the 2020 year end was primarily because this is a twelve-month trailing metric and thus the ratio for the current quarter included four quarters under the pandemic while the year end ratio included only three quarters under the pandemic. The change in debt to total assets was marginal.
  • The Trust’s long-term goal remains to lower the two above metrics to its target ranges of 8.0x or lower and 38%-42%, respectively. These metrics are expected to marginally increase in the near-term during the pandemic, but disposition sale proceeds and continuous operations improvements will bring them down in the medium-term.
  • Over the long-term, the Trust also targets to shift its unsecured/secured debt composition to 70/30 (56/44 as of March 31, 2021 on proportionate share basis).
  • On January 15, 2021, RioCan redeemed, in full, its $250.0 million, 3.716% Series R unsecured debenture due December 13, 2021. Total prepayment costs were $7.0 million including the write-off of unamortized deferred financing costs.
  • On April, 9, 2021, RioCan redeemed, in full, its $300.0 million, 2.194% Series Z unsecured debentures upon maturity.


Environmental, Social and Governance (ESG) Progress

  • During the quarter, the Trust continued to make progress towards its commitment to leading the way in ESG best practices with a number of ongoing initiatives.
  • The Trust published its first green bond report for its inaugural green bond Series AC unsecured debentures issued on March 10, 2020. As reported, the Trust fully allocated the use of the net proceeds of $348.4 million from this green bond issue. Sustainalytics, a leading third party ESG research, ratings and data firm, provided the verification of the use of the net proceeds in compliance with RioCan’s Green Bond Framework.
  • The Trust completed its key Diversity, Equity and Inclusion (DEI) initiatives such as development of the DEI Charter, the governing document outlining its DEI Council’s goals and missions, finalization of the DEI strategy, conducting of its first ever DEI survey to form a baseline and determine focus areas for continuous improvement, launch of the DEI homepage on the RioCan intranet site and creation of a DEI mailbox to encourage communications and ongoing dialogues.
  • RioCan announced a new partnership with Context, in collaboration with the City of Toronto and Toronto Community Housing Corporation (“TCHC”) to develop a mixed-use master plan community at Queen & Coxwell in Toronto, Ontario. The project will contribute to the revitalization of the neighbourhood, provide much-needed housing for all income levels including affordable rental units and introduce vital retail amenities to serve this growing neighbourhood. Further, the project will invest in the community it serves and make contributions to the City’s Community Economic Development Initiatives including a $100,000 scholarship fund for TCHC tenants, a $250,000 economic and social development fund and a minimum of $500,000 in value for job opportunities. The partners have started condominium pre-sales with 88.6% (325 units) pre-sold as of May 3, 2021 (at 100%), despite the pandemic.
  • RioCan maintained open communication channels and feedback loops with investors through its Board outreach program.
  • In April 2021, RioCan was recognized as one of Canada’s Greenest Employers 2021, a designation awarded to employers that lead the nation in creating a culture of environmental awareness as part of the annual Canada’s Top 100 Employers project.


Chief Financial Officer (CFO) Transition

  • RioCan is progressing well in its search for a CFO to succeed Qi Tang. As previously announced, Ms. Tang has decided to pursue other leadership opportunities and will resign from her current role as the Senior Vice President and CFO effective May 12, 2021. The Trust anticipates announcing a permanent successor by the third quarter of 2021.
  • As the Trust completes its search for a permanent CFO, Franca Smith, current Vice President Finance of RioCan, will serve as Interim CFO effective upon Ms. Tang’s resignation. Ms. Smith brings a wealth of experience with over 25 years of finance and accounting expertise and leadership. Ms. Smith joined RioCan in 2017 and currently oversees financial reporting, development accounting, payroll and total rewards, and internal controls. Prior to joining RioCan, Ms. Smith held the position of VP Finance & Accounting at the Dream group of companies. Previously, she served as Senior Vice President, Controller at George Weston Limited. Ms. Smith received her Bachelor of Commerce from the University of Toronto and holds the CPA CA designation.
  • During her 5-year tenure at RioCan, Ms. Tang has made significant contributions through her leadership in financial and capital management, strategy development, investor relations, reporting and compliance, among others. Since announcing her resignation on March 2, 2021, Ms. Tang has focused on a seamless transition working with Ms. Smith and other RioCan executives while carrying out her CFO duties. Ms. Smith is a respected leader with exceptional knowledge of the Trust and the real estate industry. She is well-suited to managing RioCan’s balance sheet in a disciplined and prudent way. She has a proven track record and has demonstrated her commitment to supporting RioCan’s value creation initiatives.


Conference Call and Webcast

Interested parties are invited to participate in a conference call with management on Tuesday, May 4, 2021 at 10:00 a.m. (ET). Participants will be required to identify themselves and the organization on whose behalf they are participating.

In order to participate, please dial 647-427-3230 or 1-877-486-4304. For those unable to participate in the live mode, a replay will be available at 1-855-859-2056, passcode 3289283#.

For a copy of the slides to be used for the conference call or, to access the simultaneous webcast, visit RioCan’s website at http://investor.riocan.com/investor-relations/events-and-presentations/ and click on the link for the webcast.


About RioCan

RioCan is one of Canada’s largest real estate investment trusts. RioCan owns, manages and develops retail-focused, increasingly mixed-use properties located in prime, high-density transit-oriented areas where Canadians want to shop, live and work. As at March 31, 2021, our portfolio is comprised of 223 properties with an aggregate net leasable area of approximately 38.0 million square feet (at RioCan’s interest) including office, residential rental and 15 development properties. To learn more about us, please visit www.riocan.com.


Basis of Presentation and Non-GAAP Measures

All figures included in this News Release are expressed in Canadian dollars unless otherwise noted. RioCan’s unaudited interim condensed consolidated financial statements (“Condensed Consolidated Financial Statements”) are prepared in accordance with International Financial Reporting Standards (IFRS). Financial information included within this News Release does not contain all disclosures required by IFRS, and accordingly should be read in conjunction with the Trust’s Condensed Consolidated Financial Statements and MD&A for the three months ended March 31, 2021, which is available on RioCan’s website at www.riocan.com and on SEDAR at www.sedar.com.

Consistent with RioCan’s management framework, management uses certain financial measures to assess RioCan’s financial performance, which are not in accordance with generally accepted accounting principles (GAAP) under IFRS. Funds From Operations (“FFO”) and FFO (excluding debenture prepayment costs), Same Property NOI, Debt to Adjusted EBITDA, Ratio of Total Debt to Total Assets, RioCan’s Proportionate Share, Unencumbered Assets to Unsecured Debt and Total Enterprise Value, as well as other measures that may be discussed elsewhere in this News Release, do not have a standardized definition prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other reporting issuers. RioCan supplements its IFRS measures with these Non-GAAP measures to aid in assessing the Trust’s underlying performance and reports these additional measures so that investors may do the same. Non-GAAP measures should not be considered as alternatives to net earnings or comparable metrics determined in accordance with IFRS as indicators of RioCan’s performance, liquidity, cash flow, and profitability. For full definitions of these measures, please refer to the “Non-GAAP Measures” section in RioCan’s MD&A for the three months ended March 31, 2021.


Forward-Looking Information

This News Release contains forward-looking information within the meaning of applicable Canadian securities laws. This information reflects RioCan’s objectives, our strategies to achieve those objectives, as well as statements with respect to management’s beliefs, estimates and intentions concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plan”, “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking information reflects management’s current beliefs and is based on information currently available to management. All forward-looking information in this News Release is qualified by these cautionary statements. Forward-looking information is not a guarantee of future events or performance and, by its nature, is based on RioCan’s current estimates and assumptions, which are subject to numerous risks and uncertainties, including those described in the “Risks and Uncertainties” section in RioCan’s MD&A for three months ended March 31, 2021 and in our most recent Annual Information Form, which could cause actual events or results to differ materially from the forward-looking information contained in this News Release. General economic conditions, including interest rate fluctuations, may also have an effect on RioCan’s results of operations. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: a gradual recovery and growth of the retail environment and the general economy over 2021; relatively historically low interest costs; a continuing trend toward land use intensification at reasonable costs and development yields, including residential development in urban markets; access to equity and debt capital markets to fund, at acceptable costs, future capital requirements and to enable our refinancing of debts as they mature; the availability of investment opportunities for growth in Canada; the timing and ability for RioCan to sell certain properties; the valuations to be realized on property sales relative to current IFRS values; and the Trust’s ability to utilize the capital gain refund mechanism. Although the forward-looking information contained in this News Release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with this forward-looking information.

Given the current level of uncertainty arising from the COVID-19 pandemic, there can be no assurance regarding the impact of COVID-19 on the business, operations, and financial performance of RioCan and its tenants, as well as on consumer behaviors and the economy in general. General risks and uncertainties related to the COVID-19 pandemic also include, but are not limited to, the length, spread and severity of the pandemic; the timing of the roll out and efficacy of the vaccines, the nature and length of the restrictive measures implemented or to be implemented by various levels of government in Canada; RioCan’s tenants’ ability to pay rents as required under their leases; the availability of various support programs that are or may be offered by the various levels of government in Canada; the introduction or extension of temporary or permanent rent control or other form of regulation or legislation that may limit the Trust’s ability or its extent to raise rents based on market conditions upon lease renewals or restrict existing landlord rights or landlord’s ability to reinforce such rights; domestic and global supply chains; timelines and costs related to the Trust’s development projects; the pace of property lease-up and rents and yields achieved upon development completion; potential changes in leasing activities, market rents and property valuations; the capitalization rates that arm’s length buyers and sellers are willing to transact on properties; the availability and extent of rent deferrals offered or to be offered by the Trust; domestic and global credit and capital markets, and the Trust’s ability to access capital on favourable terms or at all and its ability to maintain its credit ratings; the total return and dividend yield of RioCan’s Units; and the health and safety of our employees, tenants and people in the communities that our properties serve.

The forward-looking statements contained in this News Release are made as of the date hereof, and should not be relied upon as representing RioCan’s views as of any date subsequent to the date of this News Release. Management undertakes no obligation, except as required by applicable law, to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.


Contact Information


RioCan Real Estate Investment Trust
Qi Tang
Senior Vice President and Chief Financial Officer
416-866-3033 | www.riocan.com



BioXcel Therapeutics to Participate in Two Upcoming Healthcare Investor Conferences

NEW HAVEN, Conn., May 04, 2021 (GLOBE NEWSWIRE) — BioXcel Therapeutics, Inc. (“BioXcel” or the “Company”) (Nasdaq: BTAI), a clinical-stage biopharmaceutical company utilizing artificial intelligence approaches to develop transformative medicines in neuroscience and immuno-oncology, today announced that Dr. Vimal Mehta, Founder and Chief Executive Officer of BioXcel, will participate in two upcoming virtual healthcare investor conferences.

Presentation Details:

Event: BofA Securities 2021 Virtual Health Care Conference

Format: Fireside Chat

Date: Tuesday, May 11, 2021

Time: 8:45 AM ET

Event: UBS Global Healthcare Virtual Conference

Format: Corporate Presentation

Date: Tuesday, May 25, 2021

Time: 2:00 PM ET

Live webcasts from the BofA and UBS presentations and accompanying presentation materials will be accessible through the Investors section of the Company’s website at www.bioxceltherapeutics.com. Following the conferences, the webcasts will be archived on the BioXcel Therapeutics, Inc. website for at least 30 days.

BioXcel Therapeutics, Inc.

BioXcel Therapeutics, Inc. is a clinical-stage biopharmaceutical company utilizing artificial intelligence approaches to develop transformative medicines in neuroscience and immuno-oncology. BioXcel’s drug re-innovation approach leverages existing approved drugs and/or clinically validated product candidates together with big data and proprietary machine learning algorithms to identify new therapeutic indices. BioXcel’s two most advanced clinical development programs are BXCL501, an investigational, proprietary, orally dissolving thin film formulation of dexmedetomidine for the treatment of agitation and opioid withdrawal symptoms, and BXCL701, an investigational, orally administered, systemic innate immunity activator in development for the treatment of aggressive forms of prostate cancer and advanced solid tumors that are refractory or treatment naïve to checkpoint inhibitors. For more information, please visit www.bioxceltherapeutics.com.

BioXcel Therapeutics, Inc.

www.bioxceltherapeutics.com

Investor Relations:

Mary Coleman

BioXcel Therapeutics, VP of Investment Relations

[email protected] 

1.475.238.6837

John Graziano

Solebury Trout

[email protected] 

1.646.378.2942 

Media:

Julia Deutsch

Solebury Trout

[email protected] 

1.646.378.2967



Kymera Therapeutics to Present at Upcoming May Investor Conferences

WATERTON, Mass., May 04, 2021 (GLOBE NEWSWIRE) — Kymera Therapeutics, Inc. (NASDAQ: KYMR), a clinical-stage biopharmaceutical company advancing targeted protein degradation to deliver novel small molecule protein degrader medicines, today announced that the Company will present at the upcoming investor conferences:

  • BofA Securities 2021 Virtual Healthcare Conference on Thursday, May 13 at 3:30 p.m. ET
  • UBS Global Healthcare Virtual Conference on Tuesday, May 25 at 12:00 p.m. ET

A live webcast of each event will be available under “Events and Presentations” in the Investors section of the Company’s website at www.kymeratx.com. Archived webcast replays of the presentations will also be available on the website for approximately 30 days.

About Kymera Therapeutics

Kymera Therapeutics is a clinical-stage biopharmaceutical company focused on advancing the field of targeted protein degradation, a transformative new approach to address previously intractable disease targets. Kymera’s Pegasus™ targeted protein degradation platform harnesses the body’s natural protein recycling machinery to degrade disease-causing proteins, with a focus on undrugged nodes in validated pathways currently inaccessible with conventional therapeutics. Kymera is accelerating drug discovery with an unmatched ability to target and degrade the most intractable of proteins, and advance new treatment options for patients. Kymera’s initial programs are IRAK4, IRAKIMiD, and STAT3, which each address high impact targets within the IL-1R/TLR or JAK/STAT pathways, providing the opportunity to treat a broad range of immune-inflammatory diseases, hematologic malignancies, and solid tumors. For more information, visit www.kymeratx.com.

Investor Contact:

Paul Cox
VP, Investor Relations and Communications
[email protected]
917-754-0207

Media Contact:

Lissette L. Steele
Verge Scientific Communications for Kymera Therapeutics
[email protected]
202-930-4762



Sourcing Industry Group Names Executives from Albertsons Companies, Everest Group and Coupa to Advisory Board

New SIG Advisory Board members will serve three-year terms and help guide the strategic direction of SIG.

Jacksonville, FL, May 04, 2021 (GLOBE NEWSWIRE) — Sourcing Industry Group (SIG), the premier membership organization for sourcing, procurement, outsourcing and risk executives, today announces the appointment of three senior executives to the SIG Advisory Board for a three-year term, including: 

  • Amy Fong, Vice President, Everest Group  
  • Purvee Kondal, Senior Director of Technology & Engineering Sourcing, Albertsons Companies  
  • Michael van Keulen, Chief Procurement Officer, Coupa 

“We are thrilled to have such an outstanding advisory board,” said Dawn Tiura, President and CEO of SIG. “The diversity of these companies is a true reflection of the SIG community at large. The value that our Advisory Board brings through their insight and experiences is immensely important to the strategic direction for SIG.” 

SIG members are primarily buy-side Fortune 500 and Global 1000 companies representing more than $17 Trillion in sourceable spend. This impressive Board begins their term today at the SIG Procurement Technology Summit taking place online now until Thursday, May 6, and are rounded out with existing Board members, including: 

  • Jeff Amsel, Vice President, Global Sourcing and Real Estate, HERE Technologies  
  • Tony Filippone, Chief Procurement Officer, Axis Capital 
  • Al Girardi, Global Vice President of Marketing and Chief Marketing Officer, GEP 
  • Daryl Hammett, Global Head of Lead Management and Operations, Amazon Web Services (AWS) 
  • Ed Hansen, Partner, Co-Chair, Digital Transformation and Managed Services Group, Nelson Mullins Riley & Scarborough 
  • Rajeev Karmacharya, Managing Director, Strategic Sourcing and Category Management, Fannie Mae 
  • Douglas Kortfelt, formerly Senior Vice President and Chief Procurement Officer, Corporate Real Estate and Enterprise Services, CNA Insurance 
  • Joseph Martinez, Global Chief Procurement Officer, Bank of New York Mellon 
  • Mike Morsch, Vice President, Global Procurement and Supply Chain, CDK Global 
  • Elissa Ouyang, Chief Procurement Officer, California Water Service Group 
  • Emily Rakowski, Chief Marketing Officer, EcoVadis 
  • Padmini Ranganathan, Global Vice President, Product Strategy, SAP Procurement Solutions at SAP  
  • Greg Tennyson, Chief Procurement Officer, VSP Global 
  • Michele Wesseling, Associate Vice President, Global Third Party Management Office, TD Securities Limited 

 

About SIG   

SIG, https://sig.org/ is a membership organization that provides thought leadership and networking opportunities to executives in sourcing, procurement, outsourcing and risk from Fortune 500 and Global 1000 companies and the advisors who serve them. SIG is widely known as a forum for sharing “next” practices and thought leadership through live networking events, virtual forums and a comprehensive online SIG resource center (SRC), which was developed by and for professionals in sourcing and outsourcing. The organization is unique in that it blends practitioners, service providers and advisory firms in a non-commercial environment. SIG is also the parent organization for SIG University, a one-of-a-kind certification and training program for professionals and executives seeking deep expertise in sourcing and governance for themselves or their teams, as well as Future of Sourcing, which provides unrivaled digital content for the opinion-formers and decision-makers at the heart of the outsourcing space.   

###   

Contacts:  

Sourcing Industry Group  

Heather Schleicher   

Senior Marketing Director  
(904) 930-4584  
[email protected]   



Heather Schleicher
Sourcing Industry Group (SIG)
[email protected]

Harsco Corporation Reports First Quarter 2021 Results

  • First Quarter Revenues Totaled $529 Million, An Increase Compared with Both the Sequential and Prior Year Quarters

  • Q1 GAAP Operating Income Of $25 Million And GAAP Diluted Earnings Per Share Of $0.02

  • Q1 Adjusted Earnings Per Share Of $0.15
  • Adjusted Q1 EBITDA Totaled $66 Million; Exceeding Previous Guidance Range and Prior-Year Performance
  • Completed Successful Debt Refinancing in Quarter; Transaction Provides Interest Savings, Extends Maturities and Strengthens Financial Position
  • 2021 Adjusted EBITDA Guidance Increased to Between $295 Million and $310 Million, Versus A Prior Range Of $275 Million To $295 Million; Change Reflects Improving Markets in Each Business Segment

CAMP HILL, Pa., May 04, 2021 (GLOBE NEWSWIRE) — Harsco Corporation (NYSE: HSC) today reported first quarter 2021 results. On a U.S. GAAP (“GAAP”) basis, first quarter of 2021 diluted earnings per share from continuing operations were $0.02 including a loss on the debt refinancing. Adjusted diluted earnings per share from continuing operations in the first quarter of 2021 were $0.15. These figures compare with first quarter of 2020 GAAP diluted loss per share from continuing operations of $0.11 and adjusted diluted earnings per share from continuing operations of $0.16.

GAAP operating income from continuing operations for the first quarter of 2021 was $25 million. Adjusted EBITDA totaled $66 million in the quarter, compared to the Company’s previously provided guidance range of $52 million to $58 million.

“Harsco delivered solid operational and financial performance in the first quarter, exceeding expectations in each of our businesses,” said Chairman and CEO Nick Grasberger. “Our results reflect strong execution by our team together with improving conditions across our end markets, including in Rail. Based on our first quarter performance and improving market visibility, we are raising our full-year 2021 guidance.”

“There is significant momentum currently within the Company and our near-term priorities, including acquisition integration and strengthening our financial position, remain unchanged. I am proud of our progress to advance our strategic goals, and believe that each of our business segments is well positioned to benefit as the economic recovery continues. We look forward to continuing our business transformation and positioning Harsco to pursue growth and to drive enhanced value for shareholders in the future.”

Harsco Corporation—Selected First Quarter Results

($ in millions, except per share amounts)   Q1 2021   Q1 2020   Q4 2020
Revenues   $ 529     $ 399     $ 508  
Operating income from continuing operations – GAAP   $ 25     $ 3     $ 11  
Diluted EPS from continuing operations – GAAP   $ 0.02     $ (0.11 )   $ (0.07 )
Adjusted EBITDA – excluding unusual items   $ 66     $ 57     $ 62  
Adjusted EBITDA margin – excluding unusual items   12.4 %   14.4 %   12.3 %
Adjusted diluted EPS from continuing operations – excluding unusual items   $ 0.15     $ 0.16     $ 0.12  



Note:


Adjusted earnings per share and adjusted EBITDA details presented throughout this release are adjusted for unusual items; in addition, adjusted earnings per share details are adjusted for acquisition-related amortization expense.


Consolidated First Quarter Operating Results

Consolidated total revenues from continuing operations were $529 million, an increase of 33 percent compared with the prior-year quarter due to the acquisition of ESOL in April 2020 as well as revenue growth in Environmental and Rail. Foreign currency translation positively impacted first quarter 2021 revenues by approximately $9 million compared with the prior-year period.

GAAP operating income from continuing operations was $25 million for the first quarter of 2021, compared with $3 million in the same quarter of last year. Meanwhile, adjusted EBITDA totaled $66 million in the first quarter of 2021 versus $57 million in the first quarter of 2020. This EBITDA increase is attributable to improved results in the Environmental segment as well as ESOL contributions to the Clean Earth segment following its acquisition in Q2 2020.


First Quarter Business Review

Environmental

($ in millions)   Q1 2021   Q1 2020   Q4 2020
Revenues   $ 258     $ 242     $ 246  
Operating income – GAAP   $ 26     $ 11     $ 23  
Adjusted EBITDA – excluding unusual items   $ 54     $ 43     $ 52  
Adjusted EBITDA margin – excluding unusual items   20.8 %   17.8 %   21.2 %

Environmental revenues totaled $258 million in the first quarter of 2021, an increase of 7 percent compared with the prior-year quarter. This increase is attributable to improved demand for environmental services and applied products as well as favorable foreign exchange movements. The segment’s GAAP operating income and adjusted EBITDA totaled $26 million and $54 million, respectively, in the first quarter of 2021. These figures compare with GAAP operating income of $11 million and adjusted EBITDA of $43 million in the prior-year period. Higher demand, a more favorable mix of services and lower general and administrative spending contributed to the improvement in adjusted earnings. Results also benefited from the recovery of Brazil sales tax expenses, totaling approximately $2 million, which were not anticipated in the quarter. Lastly, Environmental’s adjusted EBITDA margin increased to 20.8 percent in the first quarter of 2021 versus 17.8 percent in the comparable-quarter of 2020.

Clean Earth

($ in millions)   Q1 2021   Q1 2020   Q4 2020
Revenues   $ 189     $ 79     $ 185  
Operating income – GAAP   $ 3     $ 4     $ 3  
Adjusted EBITDA – excluding unusual items   $ 15     $ 11     $ 16  
Adjusted EBITDA margin – excluding unusual items   7.7 %   13.7 %   8.6 %



Note:


The 2020 financial information provided above and discussed below for Clean Earth does not include a corporate cost allocation for ESOL.

Clean Earth revenues totaled $189 million in the first quarter of 2021, compared with $79 million in the prior-year quarter, with the increase attributable to the ESOL acquisition in Q2 2020. Segment operating income was $3 million and adjusted EBITDA totaled $15 million in the first quarter of 2021. These figures compare with $4 million and $11 million, respectively, in the prior-year period. The improvement in adjusted earnings relative to the prior-year quarter can be attributed to ESOL’s contributions in the current year. This benefit was partially offset by personnel investments to support the full integration of the Clean Earth platform and other administrative expenses, some which will not occur beyond 2021, as well as lower services demand and a less favorable business mix principally within the contaminated materials business as a result of the pandemic.

Rail

($ in millions)   Q1 2021   Q1 2020   Q4 2020
Revenues   $ 82     $ 78     $ 77  
Operating income (loss) – GAAP   $ 5     $ 6     $ 1  
Adjusted EBITDA – excluding unusual items   $ 6     $ 8     $ 3  
Adjusted EBITDA margin – excluding unusual items   7.3 %   9.9 %   3.3 %

Rail revenues increased 4 percent compared with the prior-year quarter to $82 million. This change reflects higher equipment and contract services revenues, partially offset by lower aftermarket parts sales. The segment’s operating income and adjusted EBITDA totaled $5 million and $6 million, respectively, in the first quarter of 2021. These figures compare with $6 million and $8 million, respectively, in the prior-year quarter. The EBITDA change year-on-year is attributable to lower aftermarket parts contribution as well as a less favorable sales mix.


Cash Flow

Net cash used by operating activities totaled $23 million in the first quarter of 2021, compared with net cash used by operating activities of $12 million in the prior-year period. Free cash flow was $(32) million in the first quarter of 2021, compared with $(26) million in the prior-year period.

The change in free cash flow compared with the prior-year quarter is attributable to changes in net cash from operating activities, including the impact of higher interest payments linked to the ESOL acquisition and the timing of working capital items, partially offset by lower net capital spending.


2021 Outlook

The Company’s has increased its 2021 guidance to reflect business momentum and improved visibility in each of its businesses, relative to the outlook provided with the Company’s fourth quarter 2020 results. Comments by business segments are as follows:


Environmental
outlook is improved to reflect higher services and applied products demand, increased commodity prices and lower administrative spending. For the year, the primary drivers for an increase in adjusted EBITDA compared with 2020 are expected to be favorable demand for underlying services and products as well as higher commodity prices.


Clean Earth
outlook is improved to reflect increasing demand for hazardous waste processing services and stronger margin performance. For the year, adjusted EBITDA is projected to increase due to the full-year impact of ESOL ownership, underlying organic growth for hazardous material services and integration benefits, partially offset by an additional allocation of Corporate costs and investments which include various one-time expenditures. Further, performance in the contaminated materials line of business is expected to strengthen in the coming quarters as a result of favorable trends within regional non-residential construction markets.


Rail
outlook is improved principally as a result of strengthening demand for rail maintenance equipment as well as aftermarket parts, including in Asia. For the year, the primary drivers for an increase in adjusted EBITDA versus 2020 remain higher anticipated demand for equipment and technology products as well as higher contract services contributions.

Lastly, Corporate spending is expected to range from $36 million to $37 million for the year.

Summary Outlook highlights are as follows:

2021 Full Year Outlook  
GAAP Operating Income $120 – $135 million
Adjusted EBITDA $295 – $310 million
GAAP Diluted Earnings Per Share $0.45 – 0.59
Adjusted Diluted Earnings Per Share $0.82 – 0.96
Free Cash Flow Before Growth Capital $95 – $115 million
Free Cash Flow $35 – $55 million
Net Interest Expense $62 – $63 million
Net Capital Expenditures $150 – $170 million
Effective Tax Rate, Excluding Any Unusual Items 34 – 36%
   
Q2 2021 Outlook  
GAAP Operating Income $29 – $35 million
Adjusted EBITDA $73 – $79 million
GAAP Diluted Earnings Per Share $0.13 – 0.19
Adjusted Diluted Earnings Per Share $0.21 – 0.27


Conference Call

The Company will hold a conference call today at 9:00 a.m. Eastern Time to discuss its results and respond to questions from the investment community. The conference call will be broadcast live through the Harsco Corporation website at www.harsco.com. The Company will refer to a slide presentation that accompanies its formal remarks. The slide presentation will be available on the Company’s website.

The call can also be accessed by telephone by dialing (877) 783-8494 or (614) 999-1829.
Enter Conference ID number 7159057.


Forward-Looking Statements

The nature of the Company’s business, together with the number of countries in which it operates, subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the “safe harbor” provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein could include, among other things, statements about management’s confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as “may,” “could,” “expect,” “anticipate,” “intend,” “believe,” “likely,” “estimate,” “outlook,” “plan” or other comparable terms.

Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) changes in the worldwide business environment in which the Company operates, including changes in general economic conditions or changes due to COVID-19 and governmental and market reactions to COVID-19; (2) changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (3) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company’s pension plans and the accounting for pension assets, liabilities and expenses; (4) changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; (5) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; (6) the Company’s inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates; (7) failure to effectively prevent, detect or recover from breaches in the Company’s cybersecurity infrastructure; (8) unforeseen business disruptions in one or more of the many countries in which the Company operates due to political instability, civil disobedience, armed hostilities, public health issues or other calamities; (9) disruptions associated with labor disputes and increased operating costs associated with union organization; (10) the seasonal nature of the Company’s business; (11) the Company’s ability to successfully enter into new contracts and complete new acquisitions or strategic ventures in the time-frame contemplated, or at all; (12) the integration of the Company’s strategic acquisitions; (13) potential severe volatility in the capital markets; (14) failure to retain key management and employees; (15) the outcome of any disputes with customers, contractors and subcontractors; (16) the financial condition of the Company’s customers, including the ability of customers (especially those that may be highly leveraged, have inadequate liquidity or whose business is significantly impacted by COVID-19) to maintain their credit availability; (17) implementation of environmental remediation matters; (18) risk and uncertainty associated with intangible assets and (19) other risk factors listed from time to time in the Company’s SEC reports. A further discussion of these, along with other potential risk factors, can be found in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company’s ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. The Company undertakes no duty to update forward-looking statements except as may be required by law.


About Harsco

Harsco Corporation is a global market leader providing environmental solutions for industrial and specialty waste streams and innovative technologies for the rail sector. Based in Camp Hill, PA, the 13,000-employee company operates in more than 30 countries. Harsco’s common stock is a component of the S&P SmallCap 600 Index and the Russell 2000 Index. Additional information can be found at www.harsco.com.

HARSCO CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
    Three Months Ended
    March 31
(In thousands, except per share amounts)   2021   2020
Revenues from continuing operations:        
Service revenues   $ 424,449     $ 291,589  
Product revenues   104,406     107,252  
Total revenues   528,855     398,841  
Costs and expenses from continuing operations:        
Cost of services sold   334,506     236,608  
Cost of products sold   86,576     79,860  
Selling, general and administrative expenses   83,043     72,499  
Research and development expenses   818     1,260  
Other (income) expenses, net   (912 )   5,733  
Total costs and expenses   504,031     395,960  
Operating income from continuing operations   24,824     2,881  
Interest income   585     193  
Interest expense   (16,864 )   (12,649 )
Unused debt commitment fees, amendment fees and loss on extinguishment of debt   (5,258 )   (488 )
Defined benefit pension income   3,953     1,589  
Income (loss) from continuing operations before income taxes and equity income   7,240     (8,474 )
Income tax benefit (expense) from continuing operations   (4,229 )   682  
Equity income (loss) of unconsolidated entities, net   (119 )   96  
Income (loss) from continuing operations   2,892     (7,696 )
Discontinued operations:        
Gain on sale of discontinued business       18,462  
Loss from discontinued businesses   (1,791 )   (225 )
Income tax benefit (expense) from discontinued businesses   464     (9,314 )
Income (loss) from discontinued operations, net of tax   (1,327 )   8,923  
Net income   1,565     1,227  
Less: Net income attributable to noncontrolling interests   (1,430 )   (1,086 )
Net income attributable to Harsco Corporation   $ 135     $ 141  
Amounts attributable to Harsco Corporation common stockholders:
Income (loss) from continuing operations, net of tax   $ 1,462     $ (8,782 )
Income (loss) from discontinued operations, net of tax   (1,327 )   8,923  
Net income attributable to Harsco Corporation common stockholders   $ 135     $ 141  
Weighted-average shares of common stock outstanding   79,088     78,761  
Basic earnings (loss) per common share attributable to Harsco Corporation common stockholders:
Continuing operations   $ 0.02     $ (0.11 )
Discontinued operations   (0.02 )   0.11  
Basic earnings (loss) per share attributable to Harsco Corporation common stockholders   $     $  
Diluted weighted-average shares of common stock outstanding   80,015     78,761  
Diluted earnings (loss) per common share attributable to Harsco Corporation common stockholders:
Continuing operations   $ 0.02     $ (0.11 )
Discontinued operations   (0.02 )   0.11  
Diluted earnings (loss) per share attributable to Harsco Corporation common stockholders   $     $  

HARSCO CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)
       

(In thousands)

  March 31

2021
  December 31

2020
ASSETS        
Current assets:        
Cash and cash equivalents   $ 79,308     $ 76,454  
Restricted cash   3,017     3,215  
Trade accounts receivable, net   417,830     407,390  
Other receivables   32,998     34,253  
Inventories   171,587     173,013  
Current portion of contract assets   72,133     54,754  
Prepaid expenses   55,231     56,099  
Other current assets   14,217     10,645  
Total current assets   846,321     815,823  
Property, plant and equipment, net   655,462     668,209  
Right-of-use assets, net   89,772     96,849  
Goodwill   900,314     902,074  
Intangible assets, net   430,589     438,565  
Deferred income tax assets   10,155     15,274  
Other assets   57,731     56,493  
Total assets   $ 2,990,344     $ 2,993,287  
LIABILITIES        
Current liabilities:        
Short-term borrowings   $ 5,062     $ 7,450  
Current maturities of long-term debt   6,720     13,576  
Accounts payable   209,988     218,039  
Accrued compensation   43,092     45,885  
Income taxes payable   4,698     3,499  
Current portion of advances on contracts   41,089     39,917  
Current portion of operating lease liabilities   23,632     24,862  
Other current liabilities   184,451     184,727  
Total current liabilities   518,732     537,955  
Long-term debt   1,334,325     1,271,189  
Retirement plan liabilities   206,178     231,335  
Advances on contracts   31,403     45,017  
Operating lease liabilities   64,029     69,860  
Environmental liabilities   29,044     29,424  
Deferred tax liabilities   33,178     40,653  
Other liabilities   56,872     54,455  
Total liabilities   2,273,761     2,279,888  
HARSCO CORPORATION STOCKHOLDERS’ EQUITY        
Common stock   144,764     144,288  
Additional paid-in capital   206,944     204,078  
Accumulated other comprehensive loss   (643,446 )   (645,741 )
Retained earnings   1,797,894     1,797,759  
Treasury stock   (846,182 )   (843,230 )
Total Harsco Corporation stockholders’ equity   659,974     657,154  
Noncontrolling interests   56,609     56,245  
Total equity   716,583     713,399  
Total liabilities and equity   $ 2,990,344     $ 2,993,287  

HARSCO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
    Three Months Ended March 31
(In thousands)   2021   2020
Cash flows from operating activities:        
Net income   $ 1,565     $ 1,227  
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation   32,748     29,933  
Amortization   8,967     6,557  
Deferred income tax (benefit) expense   (3,421 )   4,412  
Equity in (income) loss of unconsolidated entities, net   119     (96 )
Gain on sale from discontinued business       (18,462 )
Loss on early extinguishment of debt   2,668      
Other, net   1,128     (2,007 )
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:        
Accounts receivable   (16,446 )   (22,050 )
Inventories   407     (16,412 )
Contract assets   (19,070 )   (20,311 )
Right-of-use assets   6,768     3,429  
Accounts payable   (8,592 )   12,308  
Accrued interest payable   (7,320 )   (9,891 )
Accrued compensation   (1,541 )   (2,752 )
Advances on contracts   (9,698 )   40,464  
Operating lease liabilities   (6,750 )   (3,358 )
Retirement plan liabilities, net   (19,267 )   (15,534 )
Income taxes payable – Gain on sale of discontinued businesses       3,843  
Other assets and liabilities   14,562     (2,836 )
Net cash used by operating activities   (23,173 )   (11,536 )
Cash flows from investing activities:        
Purchases of property, plant and equipment   (27,382 )   (27,894 )
Purchase of businesses, net of cash acquired       (4,157 )
Proceeds from sale of discontinued business, net       37,219  
Proceeds from sales of assets   3,862     2,185  
Expenditures for intangible assets   (68 )   (58 )
Net proceeds (payments) from settlement of foreign currency forward exchange contracts   (1,427 )   11,327  
Other investing activities, net   46      
Net cash provided (used) by investing activities   (24,969 )   18,622  
Cash flows from financing activities:        
Short-term borrowings, net   575     3,697  
Current maturities and long-term debt:        
Additions   434,873     52,875  
Reductions   (374,530 )   (38,709 )
Stock-based compensation – Employee taxes paid   (2,485 )   (3,437 )
Deferred financing costs   (6,525 )   (1,632 )
Other financing activities, net   (400 )    
Net cash provided by financing activities   51,508     12,794  
Effect of exchange rate changes on cash and cash equivalents, including restricted cash   (710 )   (10,824 )
Net increase in cash and cash equivalents, including restricted cash   2,656     9,056  
Cash and cash equivalents, including restricted cash, at beginning of period   79,669     59,732  
Cash and cash equivalents, including restricted cash, at end of period   $ 82,325     $ 68,788  

HARSCO CORPORATION

REVIEW OF OPERATIONS BY SEGMENT (Unaudited)

      Three Months Ended   Three Months Ended
      March 31, 2021   March 31, 2020
(In thousands)   Revenues   Operating

Income (Loss)
  Revenues   Operating
Income (Loss)
Harsco Environmental   $ 257,986     $ 25,935     $ 241,559     $ 10,520  
Harsco Clean Earth (a)   189,279     3,178     78,812     4,245  
Harsco Rail   81,590     4,664     78,470     6,472  
Corporate       (8,953 )       (18,356 )
Consolidated Totals   $ 528,855     $ 24,824     $ 398,841     $ 2,881  
                                   
(a) The Company’s acquisition of ESOL closed on April 6, 2020.

 

HARSCO CORPORATION

RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS TO DILUTED EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)
 
    Three Months Ended


 
    March 31


 
    2021


    2020


 
Diluted earnings (loss) per share from continuing operations as reported   $ 0.02       $ (0.11 )  
Corporate unused debt commitment fees, amendment fees and loss on extinguishment of debt (a)   0.07       0.01    
Corporate acquisition and integration costs (b)         0.17    
Harsco Environmental Segment severance costs (c)         0.07    
Taxes on above unusual items (d)   (0.01 )     (0.03 )  
Adjusted diluted earnings per share from continuing operations, including acquisition amortization expense   0.07   (f)   0.10   (f)
Acquisition amortization expense, net of tax (e)   0.08       0.06    
Adjusted diluted earnings per share from continuing operations   $ 0.15       $ 0.16    
                       
(a) Costs at Corporate associated with amending the Company’s existing Senior Secured Credit Facilities to establish a New Term Loan the proceeds of which were used to repay in full the outstanding Term Loan A and Term Loan B, to extend the maturity date of the Revolving Credit Facility and to increase certain levels set forth in the total net leverage ratio covenant (Q1 2021 $5.3 million pre-tax) and costs related to the new term loan under the Company’s existing Senior Secured Credit Facilities (Q1 2020 $0.5 million pre-tax).
(b) Costs at Corporate associated with supporting and executing the Company’s growth strategy (Q1 2020 $13.8 million pre-tax).
(c) Harsco Environmental Segment severance costs (Q1 2020 $5.2 million pre-tax).
(d) Unusual items are tax-effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded, except for unusual items from countries where no tax benefit can be realized, in which case a zero percent tax rate is used.
(e) Acquisition amortization expense was $8.2 million and $5.9 million pre-tax for Q1 2021 and Q1 2020, respectively.
(f) Does not total due to rounding.

The Company’s management believes Adjusted diluted earnings per share from continuing operations, which is a non-GAAP financial measure, is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. Exclusion of acquisition-related intangible asset amortization expense, the amount of which can vary by the timing, size and nature of the Company’s acquisitions, facilitates more consistent internal comparisons of operating results over time between the Company’s newly acquired and long-held businesses, and comparisons with both acquisitive and non-acquisitive peer companies. It is important to note that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP.

HARSCO CORPORATION

RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS TO DILUTED LOSS PER SHARE FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)
 
    Three Months Ended

December 31
 
    2020


 
Diluted loss per share from continuing operations as reported   $ (0.07 )  
Corporate acquisition and integration costs (a)   0.09    
Harsco Environmental Segment severance costs (b)   0.03    
Harsco Clean Earth Segment integration costs (c)   0.02    
Taxes on above unusual items (d)   (0.04 )  
Adjusted diluted earnings per share from continuing operations, including acquisition amortization expense   0.04   (f)
Acquisition amortization expense, net of tax (e)   0.08    
Adjusted diluted earnings per share from continuing operations   $ 0.12    
             
(a) Costs at Corporate associated with supporting and executing the Company’s growth strategy ($6.9 million pre-tax).
(b) Harsco Environmental Segment severance costs ($2.2 million pre-tax).
(c) Costs incurred in the Harsco Clean Earth Segment related to the integration of ESOL ($1.7 million pre-tax).
(d) Unusual items are tax-effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded, except for unusual items from countries where no tax benefit can be realized, in which case a zero percent tax rate is used.
(e) Acquisition amortization expense was $8.4 million pre-tax.
(f)  Does not total due to rounding.

The Company’s management believes Adjusted diluted earnings per share from continuing operations, which is a non-GAAP financial measure, is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. Exclusion of acquisition-related intangible asset amortization expense, the amount of which can vary by the timing, size and nature of the Company’s acquisitions, facilitates more consistent internal comparisons of operating results over time between the Company’s newly acquired and long-held businesses, and comparisons with both acquisitive and non-acquisitive peer companies. It is important to note that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP.

HARSCO CORPORATION

RECONCILIATION OF PROJECTED ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS TO DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS (Unaudited)
 
      Projected

Three Months 
Ending

June 30
  Projected
Twelve Months Ending
December 31



 
      2021   2021


 
      Low   High   Low


    High


 
Diluted earnings per share from continuing operations   $ 0.13     $ 0.19     $ 0.45       $ 0.59    
Corporate unused debt commitment fees, amendment fees and loss on extinguishment of debt           0.07       0.07    
Taxes on above unusual items           (0.01 )     (0.01 )  
Adjusted diluted earnings per share from continuing operations, including acquisition amortization expense   0.13     0.19     0.50   (a)   0.64   (a)
Estimated acquisition amortization expense, net of tax   0.08     0.08     0.32       0.32    
Adjusted diluted earnings per share from continuing operations   $ 0.21     $ 0.27     $ 0.82       $ 0.96    
                                       
(a) Does not total due to rounding.

The Company’s management believes Adjusted diluted earnings per share from continuing operations, which is a non-GAAP financial measure, is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of acquisition-related intangible asset amortization expense, the amount of which can vary by the timing, size and nature of the Company’s acquisitions, facilitates more consistent internal comparisons of operating results over time between the Company’s newly acquired and long-held businesses, and comparisons with both acquisitive and non-acquisitive peer companies. It is important to note that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP.    

  HARSCO CORPORATION

RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited)
   
  (In thousands)
Harsco

Environmental
  Harsco Clean
Earth (a)
  Harsco

Rail
  Corporate   Consolidated
Totals
                     
 
Three Months Ended March 31, 2021:



                     
  Operating income (loss) as reported $ 25,935     $ 3,178     $ 4,664     $ (8,953 )   $ 24,824  
  Depreciation 25,717     5,337     1,211     483     32,748  
  Amortization 2,048     6,083     85         8,216  
  Adjusted EBITDA $ 53,700     $ 14,598     $ 5,960     $ (8,470 )   $ 65,788  
  Revenues as reported $ 257,986     $ 189,279     $ 81,590         $ 528,855  
  Adjusted EBITDA margin (%) 20.8 %   7.7 %   7.3 %       12.4 %
                     
 
Three Months Ended March 31, 2020:



                     
  Operating income (loss) as reported $ 10,520     $ 4,245     $ 6,472     $ (18,356 )   $ 2,881  
  Corporate acquisition and integration costs             13,763     13,763  
  Harsco Environmental Segment severance costs 5,160                 5,160  
  Operating income (loss) excluding unusual items 15,680     4,245     6,472     (4,593 )   21,804  
  Depreciation 25,375     2,621     1,215     513     29,724  
  Amortization 1,936     3,898     84         5,918  
  Adjusted EBITDA $ 42,991     $ 10,764     $ 7,771     $ (4,080 )   $ 57,446  
  Revenues as reported $ 241,559     $ 78,812     $ 78,470         $ 398,841  
  Adjusted EBITDA margin (%) 17.8 %   13.7 %   9.9 %       14.4 %
                             
(a) The Company’s acquisition of ESOL closed on April 6, 2020.

Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest expense; defined benefit pension income (expense); unused debt commitment fees, amendment fees and loss on extinguishment of debt; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs).  The sum of the Segments’ Adjusted EBITDA equals Consolidated Adjusted EBITDA. The Company‘s management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company’s method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies.

HARSCO CORPORATION

RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited)

(In thousands)   Harsco

Environmental
  Harsco Clean
Earth
  Harsco

Rail
  Corporate   Consolidated
Totals
                     

Three Months Ended December 31, 2020:
               
Operating income (loss) as reported   $ 22,606     $ 3,151     $ 1,057     $ (15,546 )   $ 11,268  
Corporate acquisition and integration costs               6,909     6,909  
Harsco Environmental Segment severance costs   2,239                 2,239  
Harsco Clean Earth Segment integration costs       1,745             1,745  
Corporate contingent consideration adjustments               (136 )   (136 )
Operating income (loss) excluding unusual items   24,845     4,896     1,057     (8,773 )   22,025  
Depreciation   25,345     4,681     1,383     491     31,900  
Amortization   1,998     6,351     85         8,434  
Adjusted EBITDA   $ 52,188     $ 15,928     $ 2,525     $ (8,282 )   $ 62,359  
Revenues as reported   $ 246,388     $ 185,099     $ 76,857         $ 508,344  
Adjusted EBITDA margin (%)   21.2 %   8.6 %   3.3 %       12.3 %

Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest expense; defined benefit pension income (expense); unused debt commitment and amendment fees; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs).  The sum of the Segments’ Adjusted EBITDA equals Consolidated Adjusted EBITDA. The Company‘s management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company’s method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies.

HARSCO CORPORATION

RECONCILIATION OF CONSOLIDATED ADJUSTED EBITDA TO CONSOLIDATED INCOME (LOSS) FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)
 
    Three Months Ended

March 31
(In thousands)   2021   2020
Consolidated income (loss) from continuing operations   $ 2,892     $ (7,696 )
         
Add back (deduct):        
Equity in (income) loss of unconsolidated entities, net   119     (96 )
Income tax (benefit) expense   4,229     (682 )
Defined benefit pension income   (3,953 )   (1,589 )
Unused debt commitment fees, amendment fees and loss on extinguishment of debt   5,258     488  
Interest expense   16,864     12,649  
Interest income   (585 )   (193 )
Depreciation   32,748     29,724  
Amortization   8,216     5,918  
         
Unusual items:        
Corporate acquisition and integration costs   —      13,763  
Harsco Environmental Segment severance costs   —      5,160  
Consolidated Adjusted EBITDA   $ 65,788     $ 57,446  

Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest expense; defined benefit pension income (expense); unused debt commitment fees, amendment fees and loss on extinguishment of debt; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs).  The sum of the Segments’ Adjusted EBITDA equals Consolidated Adjusted EBITDA. The Company‘s management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company’s method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies.

HARSCO CORPORATION

RECONCILIATION OF CONSOLIDATED ADJUSTED EBITDA TO CONSOLIDATED LOSS FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)
 
    Three Months

Ended

December 31
(In thousands)   2020
Consolidated loss from continuing operations   $ (4,257 )
     
Add back (deduct):    
Equity in income of unconsolidated entities, net   (10 )
Income tax expense   1,861  
Defined benefit pension income   (2,058 )
Interest expense   16,293  
Interest income   (561 )
Depreciation   31,900  
Amortization   8,434  
     
Unusual items:    
Corporate acquisition and integration costs   6,909  
Harsco Environmental Segment severance costs   2,239  
Harsco Clean Earth Segment integration costs   1,745  
Corporate contingent consideration adjustments   (136 )
Consolidated Adjusted EBITDA   $ 62,359  

Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest expense; defined benefit pension income (expense); unused debt commitment fees, amendment fees and loss on extinguishment of debt; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs).  The sum of the Segments’ Adjusted EBITDA equals Consolidated Adjusted EBITDA. The Company‘s management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company’s method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies.

HARSCO CORPORATION

RECONCILIATION OF PROJECTED CONSOLIDATED ADJUSTED EBITDA TO PROJECTED CONSOLIDATED INCOME FROM CONTINUING OPERATIONS (Unaudited)
 
   
      Projected

Three Months Ending

June 30
    Projected
Twelve Months Ending


December 31
 
      2021     2021  
(In millions)   Low     High     Low     High  
Consolidated income from continuing operations   $ 12       $ 17       $ 46       $ 58    
                           
Add back:                        
                           
Income tax expense   6       7       26       30    
Net interest   16       16       63       62    
Defined benefit pension income   (4 )     (4 )     (14 )     (14 )  
Depreciation and amortization   44       44       175       175    
                           
Consolidated Adjusted EBITDA   $ 73   (a)   $ 79   (a)   $ 295   (a)   $ 310   (a)
                                           
(a) Does not total due to rounding.

Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest expense; defined benefit pension income (expense); unused debt commitment fees, amendment fees and loss on extinguishment of debt; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs).  The sum of the Segments’ Adjusted EBITDA equals Consolidated Adjusted EBITDA. The Company‘s management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company’s method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies.

HARSCO CORPORATION

RECONCILIATION OF FREE CASH FLOW TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (Unaudited)
 
      Three Months Ended
      March 31
(In thousands)   2021   2020
Net cash used by operating activities   $ (23,173 )   $ (11,536 )
  Less capital expenditures   (27,382 )   (27,894 )
  Less expenditures for intangible assets   (68 )   (58 )
  Plus capital expenditures for strategic ventures (a)   872     1,139  
  Plus total proceeds from sales of assets (b)   3,862     2,185  
  Plus transaction-related expenditures (c)   14,084     9,979  
  Free cash flow   $ (31,805 )   $ (26,185 )
                   
(a) Capital expenditures for strategic ventures represent the partner’s share of capital expenditures in certain ventures consolidated in the Company’s condensed consolidated financial statements.
(b) Asset sales are a normal part of the business model, primarily for the Harsco Environmental Segment.
(c) Expenditures directly related to the Company’s acquisition and divestiture transactions and costs at Corporate associated with amending the Company’s existing Senior Secured Credit Facilities. 

The Company’s management believes that Free cash flow, which is a non-GAAP financial measure, is meaningful to investors because management reviews cash flows generated from operations less capital expenditures net of asset sales proceeds and transaction-related expenditures and income taxes for planning and performance evaluation purposes. It is important to note that Free cash flow does not represent the total residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements and settlements of foreign currency forward exchange contracts, are not deducted from this measure. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP.

HARSCO CORPORATION

RECONCILIATION OF PROJECTED FREE CASH FLOW TO PROJECTED NET CASH PROVIDED BY OPERATING ACTIVITIES (Unaudited)
 
    Projected

Twelve Months Ending

December 31
    2021
(In millions)   Low   High
Net cash provided by operating activities   $ 168     $ 208  
Less capital expenditures   (158 )   (180 )
Plus total proceeds from asset sales and capital expenditures for strategic ventures   8     10  
Plus transaction related expenditures   17     17  
Free cash flow   35     55  
Add growth capital expenditures   60     60  
Free cash flow before growth capital expenditures   $ 95     $ 115  

The Company’s management believes that Free cash flow, which is a non-GAAP financial measure, is meaningful to investors because management reviews cash flows generated from operations less capital expenditures net of asset sales proceeds and transaction-related expenditures and income taxes for planning and performance evaluation purposes. It is important to note that Free cash flow does not represent the total residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements and settlements of foreign currency forward exchange contracts, are not deducted from this measure. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP.

Investor Contact 
David Martin
717.612.5628
[email protected]
Media Contact
Jay Cooney
717.730.3683
[email protected]



Frank’s International N.V. Announces First Quarter 2021 Results

HOUSTON, May 04, 2021 (GLOBE NEWSWIRE) — Frank’s International N.V. (NYSE: FI) (the “Company” or “Frank’s”) today reported financial and operational results for the three months ended March 31, 2021.

First Quarter 2021 Financial Highlights

  • Delivered first quarter revenue of $94.8 million, in line with expectations and fourth quarter 2020 revenue of $96.3 million.
  • First quarter net loss totaled $23.9 million driven by merger and acquisition expense, higher tax expense, and foreign currency losses from a strengthening U.S. dollar.
  • Generated Adjusted EBITDA of $6.7 million for the first quarter of 2021, an improvement of 44.1% compared to the prior period, driven by higher customer activity levels in both our Tubular Running Services and Cementing Equipment segments.
  • Extended our position in the U.S. Gulf of Mexico with multi-year contract extension award and technology package upgrades.
  • Announced a strategic combination with Expro Group to create leading energy services company with pre-close activities well underway.

“We are pleased with our first quarter 2021 results with Adjusted EBITDA increasing just over 44% sequentially. This was due to improvement in most international basins in our Tubular Running Services segment as well as the full year effects of our cost reduction activities undertaken in 2020. Our Tubular Running Services segment was aided by higher activity levels in the North Sea and West Africa, the full quarter impact of previous project start-ups in the Middle East, and accelerated improvement in U.S. land. The slight sequential decline in total Company revenue was mostly driven by strong tubular deliveries and higher drilling tool activity we experienced in our Tubulars segment in the prior quarter. Although we experienced a slight pullback in our Tubulars segment in the first quarter, we are forecasting improvements in both domestic and international tubular deliveries and drilling tool activity in the second quarter. Additionally, in our Cementing Equipment segment we continued to see improvement in U.S. land as well as our international markets due to successful execution of our growth strategy, which resulted in higher revenue and profitability,” said Michael Kearney, the Company’s Chairman, President and Chief Executive Officer.

“Highlighting some of our operational and technology accomplishment during the first quarter, Frank’s Centri-FI™ Consolidated Control Console continues to lead the way with its multi-functional ability to control various elements of tubular running equipment from outside the red zone, increasing safety for our employees as well as those of our customers and other service providers. Now fully commercialized, the console has successfully completed over thirty jobs in the Gulf of Mexico while providing operational efficiency and improved safety. When packaged with our suite of digital and intelligent technology, including iCAM® Connection Analyzed Makeup System and iTong™ Intelligent Autonomous Connections, it forms one of the most robust digital systems aimed at reducing hazardous exposures and costly nonproductive time, all without compromising well integrity or efficiency. In the first quarter, we also extended our position in the Gulf of Mexico with a long-time major integrated customer who awarded Frank’s a three-year contract extension along with multi-year extension options, based on our ability to quickly deploy this comprehensive digital package across their operational footprint.

“As we turn our attention to the second quarter and the remainder of the year, we remain confident in our ability to generate strong year-over-year revenue growth and double-digit Adjusted EBITDA margins in 2021. As we mentioned last quarter, we anticipated activity levels would ramp up as we exited the first quarter due to additional rig deployments and project start-ups, and that forecasted activity is materializing as we are now experiencing improvements in all of our operating regions.   We are also seeing the year over year margin expansion we had anticipated due to the cost reductions we implemented throughout 2020.

“Finally, our recently announced merger with Expro Group is on track to close by the end of the third quarter. We are confident about our opportunity set as a combined company and the integration planning process has successfully commenced while we work to gain shareholder and governmental approvals. Our teams are focused on realizing the maximum potential of creating one of the largest oilfield service companies that focuses on the most prolific producing basins across the globe. As we continue to make progress towards closing the transaction, we will remain focused on providing exceptional service quality and safety for our customers and generating long-term value for our shareholders,” concluded Mr. Kearney.


Segment Results

Tubular Running Services

Tubular Running Services revenue totaled $66.3 million in the first quarter of 2021, compared to $65.0 million in the fourth quarter of 2020, and $89.5 million in the first quarter of 2020. Higher activity levels in most of our international operating regions drove the sequential improvement although these gains were offset by customer-driven rig changes that negatively affected our North America Offshore region.

Segment adjusted EBITDA in the first quarter of 2021 totaled $8.1 million, or 12% of revenue, compared to $3.8 million, or 6% of revenue, in the fourth quarter of 2020, and $13.3 million, or 15% of revenue, in the first quarter of 2020. The sequential increase in adjusted EBITDA was partially driven by an increase in customer activity levels and change in geographical mix toward some of our higher margin operating regions.

Tubulars

Tubulars revenue in the first quarter of 2021 totaled $11.7 million, compared to $15.9 million in the fourth quarter of 2020, and $12.5 million in the first quarter of 2020. The sequential decrease was mostly due to large tubular deliveries that were accelerated into the fourth quarter of 2020 and a delay of certain other first quarter deliveries.  

Segment adjusted EBITDA in the first quarter of 2021 totaled $0.6 million, or 5% of revenue, compared to $3.9 million, or 25% of revenue, in the fourth quarter of 2020, and $1.4 million, or 11% of revenue, in the first quarter of 2020. The sequential decrease in margin was driven reduced activity, product mix changes, and higher product costs in the first quarter of 2021 for a customer delivery.

Cementing Equipment

Cementing Equipment revenue totaled $16.9 million in the first quarter of 2021, compared to $15.5 million in the fourth quarter of 2020, and $21.5 million in the first quarter of 2020. The sequential increase was driven by higher activity levels in the U.S. land market and the execution of our international growth strategy that resulted in increased activity in our North America Offshore and Asia Pacific regions.

Segment adjusted EBITDA in the first quarter of 2021 totaled $4.8 million, or 28% of revenue, compared to $4.0 million, or 26% of revenue, in the fourth quarter of 2020, and $2.5 million, or 12% of revenue, in the first quarter of 2020.


Other Financial Information

Capital expenditures related to property, plant and equipment totaled $2.3 million in the first quarter of 2021 and included certain assets acquired during the first quarter in expanding the Company’s Drilling Tools product line.

As of March 31, 2021, the Company’s consolidated cash and cash equivalents totaled $191.3 million. The Company had no outstanding debt as of March 31, 2021. Company liquidity as of March 31, 2021 totaled $214.8 million, including cash and cash equivalents, and $23.5 million of availability under the Company’s credit facility. Cash flows were negatively affected during the quarter as a result of various tax payments typically paid during the first quarter, increased compensation related charges, and a deterioration in customer collections at the start of the new year.

Income taxes for the quarter represented an expense of $1.1 million compared to a benefit of $3.9 million in the prior quarter. The change in income taxes was primarily driven by the geographical mix of income and fourth quarter adjustments related to non-cash deferred items.

The financial measures provided that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”) are defined and reconciled to their most directly comparable GAAP measures. Please see “Use of Non-GAAP Financial Measures” and the reconciliations to the nearest comparable GAAP measures.


Conference Call

The Company will host a conference call to discuss first quarter 2021 results on Tuesday, May 4, 2021 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time). Participants may join the conference call by dialing (800) 708-4540 or (847) 619-6397. The conference call ID number is 50152344. To listen via live webcast, please visit the Investor Relations section of the Company’s website, www.franksinternational.com. A presentation will also be posted on the Company’s website prior to the conference call.

An audio replay of the conference call will be available in the Investor Relations section of the Company’s website approximately two hours after the conclusion of the call and remain available for a period of approximately 90 days.


About Frank’s International

Frank’s International N.V. is a global oil services company that provides a broad and comprehensive range of highly engineered tubular running services, tubular fabrication, and specialty well construction and well intervention solutions with a focus on complex and technically demanding wells. Founded in 1938, Frank’s has approximately 2,400 employees and provides services to leading exploration and production companies in both onshore and offshore environments in approximately 40 countries on six continents. The Company’s common stock is traded on the NYSE under the symbol “FI.” Additional information is available on the Company’s website, www.franksinternational.com.

Investor Contact:

Melissa Cougle
[email protected]
281-966-7300


Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements, estimates and projections regarding the Company’s future business strategy and prospects for growth, cash flows and liquidity, financial strategy, budget, projections and operating results, the amount, nature and timing of capital expenditures, the availability and terms of capital, the level of activity in the oil and gas industry, volatility of oil and gas prices, unique risks associated with offshore operations, political, economic and regulatory uncertainties in international operations, the ability to develop new technologies and products, the ability to protect intellectual property rights, the ability to employ and retain skilled and qualified workers, the level of competition in the Company’s industry, global or national health concerns, including health epidemics, including COVID-19, the continuation of a swift and material decline in global crude oil demand and crude oil prices for an uncertain period of time, the length of time it will take for the United States and the rest of the world to slow the spread of the COVID-19 virus to the point where applicable authorities are comfortable easing current restrictions on various commercial and economic activities, future actions of foreign oil producers such as Saudi Arabia and Russia and the risk that they take actions that will prolong or exacerbate the current over-supply of crude oil, the timing, pace and extent of an economic recovery in the United States and elsewhere, uncertainties related to the merger with Expro Group, the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations, and other guidance. These statements are based on certain assumptions made by the Company based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of performance.

Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include the factors discussed or referenced in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC and the additional factors discussed or referenced in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 that will be filed with the SEC. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law, and we caution you not to rely on them unduly.


Use of Non-GAAP Financial Measures

This press release and the accompanying schedules include the non-GAAP financial measures of adjusted net loss, adjusted net loss per diluted share, free cash flow, adjusted EBITDA and adjusted EBITDA margin, which may be used periodically by management when discussing the Company’s financial results with investors and analysts. The accompanying schedules of this press release provide a reconciliation of these non-GAAP financial measures to their most directly comparable financial measure calculated and presented in accordance with GAAP. Adjusted net loss, adjusted net loss per diluted share, free cash flow, adjusted EBITDA and adjusted EBITDA margin are presented because management believes these metrics provide additional information relative to the performance of the Company’s business. These metrics are commonly employed by financial analysts and investors to evaluate the operating and financial performance of the Company from period to period and to compare it with the performance of other publicly traded companies within the industry. You should not consider adjusted net loss, adjusted net loss per diluted share, free cash flow, adjusted EBITDA and adjusted EBITDA margin in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. Because adjusted net loss, adjusted net loss per diluted share, free cash flow, adjusted EBITDA and adjusted EBITDA margin may be defined differently by other companies in the Company’s industry, the Company’s presentation of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

The Company defines adjusted net loss as net loss before goodwill impairment and severance and other charges, net, net of tax. The Company defines adjusted net loss per share as net loss before goodwill impairment and severance and other charges, net, net of tax, divided by diluted weighted average common shares. The Company defines free cash flow as net cash provided by (used in) operating activities less purchases of property, plant and equipment. The Company defines adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on disposal of assets, foreign currency gain or loss, equity-based compensation, the effects of the tax receivable agreement, unrealized and realized gains or losses and other non-cash adjustments and other charges or credits. The Company uses adjusted EBITDA to assess its financial performance because it allows the Company to compare its operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. The Company defines adjusted EBITDA margin as adjusted EBITDA divided by total revenue.

Please see the accompanying financial tables for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures.


No Offer or Solicitation

This communication relates to a proposed merger and related transactions (the “Transactions”) between Frank’s International N.V. (“Frank’s”) and Expro Group Holdings International Limited (“Expro”). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transactions or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


Important Additional Information

In connection with the Transactions, Frank’s has filed a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which includes a preliminary proxy statement/prospectus of Frank’s. In addition, Frank’s intends to file other relevant materials with the SEC regarding the Transactions. After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of Frank’s and Expro. SHAREHOLDERS OF FRANK’S AND EXPRO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE TRANSACTIONS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS. Such shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Frank’s and Expro once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Additional information is available on the Frank’s website, www.franksinternational.com


Participants in the Solicitation

Frank’s and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Frank’s in connection with the Transactions. Expro and its officers and directors may also be deemed participants in such solicitation. Information regarding Frank’s directors and executive officers is contained in the preliminary proxy statement/prospectus, the proxy statement for Frank’s 2020 Annual Meeting of Shareholders, which was filed with the SEC on April 28, 2020, Frank’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 1, 2021, and certain of its Current Reports on Form 8-K. You can obtain a free copy of these documents at the SEC’s website at http://www.sec.gov or by accessing Frank’s website at http://www.franksinternational.com. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Registration Statement and the preliminary proxy statement/prospectus and will be contained in amendments thereto, as well as other relevant materials to be filed with the SEC when they become available.


Forward-Looking Statements and Cautionary Statements

The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Expro or Frank’s expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance that convey the uncertainty of future events or outcomes identify the forward-looking statements, although not all forward-looking statements contain such identifying words. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include, but are not limited to, statements, estimates and projections regarding the Transactions, pro forma descriptions of the combined company, anticipated or expected revenues, EBITDA, synergies or cost-savings, operations, integration and transition plans, opportunities and anticipated future performance. These statements are based on certain assumptions made by Frank’s and Expro based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of performance.

Although Frank’s and Expro believe the expectations reflected in these forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Frank’s, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Such risks and uncertainties include the risk of the failure to obtain the required votes of Frank’s and Expro’s shareholders; the timing to consummate the Transactions; the risk that the conditions to closing of the Transactions may not be satisfied or that the closing of the Transactions otherwise does not occur; the failure to close the Transactions on the anticipated terms, including the anticipated tax treatment; the risk that a regulatory approval, consent or authorization that may be required for the Transactions is not obtained in a timely manner or at all, or is obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement relating to the Transactions; unanticipated difficulties or expenditures relating to the Transactions; the diversion of management time on Transactions-related matters; the ultimate timing, outcome and results of integrating the operations of Frank’s and Expro; the effects of the business combination of Frank’s and Expro following the consummation of the Transactions, including the combined company’s future financial condition, results of operations, strategy and plans; the risk that any announcements relating to the Transactions could have adverse effects on the market price of Frank’s common stock; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transactions; expected synergies and other benefits from the Transactions; the potential for litigation related to the Transactions; results of litigation, settlements and investigations; actions by third parties, including governmental agencies; volatility in customer spending and in oil and natural gas prices, which could adversely affect demand for Frank’s and Expro’s services and their associated effect on rates, utilization, margins and planned capital expenditures; unique risks associated with offshore operations; global economic conditions; liabilities from operations; decline in, and ability to realize, backlog; equipment specialization and new technologies; adverse industry conditions; adverse credit and equity market conditions; difficulty in building and deploying new equipment; difficulty in integrating acquisitions; shortages, delays in delivery and interruptions of supply of equipment, supplies and materials; weather; loss of, or reduction in business with, key customers; legal proceedings; ability to effectively identify and enter new markets; governmental regulation, including legislative and regulatory initiatives addressing global climate change or other environmental concerns; investment in and development of competing or alternative energy sources; ability to retain and hire key personnel, including management and field personnel; the length of time it will take for the United States and the rest of the world to slow the spread of the COVID-19 virus to the point where applicable authorities ease current restrictions on various commercial and economic activities; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Expro’s or Frank’s control, including those detailed in Frank’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Frank’s website at http://www.franksinternational.com and on the SEC’s website at http://www.sec.gov. Any forward-looking statement speaks only as of the date on which such statement is made, and Expro and Frank’s undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward- looking statements.

FRANK’S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
           
  Three Months Ended
  March 31,   December 31,   March 31,
  2021   2020   2020
Revenue:          
Services $ 81,523     $ 82,373     $ 105,083  
Products 13,288     13,975     18,409  
Total revenue 94,811     96,348     123,492  
           
Operating expenses:          
Cost of revenue, exclusive of depreciation and amortization          
Services 63,935     67,675     79,380  
Products 10,914     11,392     13,988  
General and administrative expenses 16,447     14,623     26,683  
Depreciation and amortization 16,107     17,249     19,718  
Goodwill impairment         57,146  
Severance and other charges, net 7,376     3,587     20,725  
(Gain) loss on disposal of assets (182 )   (526 )   60  
Operating loss (19,786 )   (17,652 )   (94,208 )
           
Other income (expense):          
Other income (expense), net 125     (201 )   2,026  
Interest income (expense), net (287 )   94     533  
Foreign currency gain (loss) (2,868 )   5,654     (9,892 )
Total other income (expense) (3,030 )   5,547     (7,333 )
           
Loss before income taxes (22,816 )   (12,105 )   (101,541 )
Income tax expense (benefit) 1,070     (3,899 )   (15,563 )
Net loss $ (23,886 )   $ (8,206 )   $ (85,978 )
           
Loss per common share:          
Basic and diluted $ (0.11 )   $ (0.04 )   $ (0.38 )
           
Weighted average common shares outstanding:          
Basic and diluted 227,019     226,313     225,505  

FRANK’S INTERNATIONAL N.V.
SELECTED OPERATING SEGMENT DATA
(In thousands)
(Unaudited)
           
  Three Months Ended
  March 31,   December 31,   March 31,
  2021   2020   2020
Revenue          
Tubular Running Services $ 66,285     $ 64,961     $ 89,497  
Tubulars 11,669     15,902     12,542  
Cementing Equipment 16,857     15,485     21,453  
Total $ 94,811     $ 96,348     $ 123,492  
           
Segment Adjusted EBITDA:          
Tubular Running Services $ 8,128     $ 3,835     $ 13,305  
Tubulars 639     3,882     1,396  
Cementing Equipment 4,795     3,974     2,544  
Corporate (6,909 )   (7,075 )   (10,186 )
Total $ 6,653     $ 4,616     $ 7,059  

FRANKS INTERNATIONAL N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
       
  March 31,   December 31,
  2021   2020
Assets      
Current assets:      
Cash and cash equivalents $ 191,339     $ 209,575  
Restricted cash 1,656     1,672  
Short-term investments 2,252     2,252  
Accounts receivables, net 116,581     110,607  
Inventories, net 94,738     81,718  
Assets held for sale 3,681     2,939  
Other current assets 8,416     7,744  
Total current assets 418,663     416,507  
       
Property, plant and equipment, net 255,401     272,707  
Goodwill 42,785     42,785  
Intangible assets, net 11,062     7,897  
Deferred tax assets, net 16,482     18,030  
Operating lease right-of-use assets 27,972     28,116  
Other assets 30,907     30,859  
Total assets $ 803,272     $ 816,901  
       
Liabilities and Equity      
Current liabilities:      
Accounts payable and accrued liabilities $ 107,085     $ 99,986  
Current portion of operating lease liabilities 8,066     7,832  
Deferred revenue 640     586  
Other current liabilities 960     1,674  
Total current liabilities 116,751     110,078  
       
Deferred tax liabilities     1,548  
Non-current operating lease liabilities 20,766     21,208  
Other non-current liabilities 25,257     22,818  
Total liabilities 162,774     155,652  
       
Stockholders’ equity:      
Common stock 2,890     2,866  
Additional paid-in capital 1,091,028     1,087,733  
Accumulated deficit (401,232 )   (377,346 )
Accumulated other comprehensive loss (30,250 )   (31,966 )
Treasury stock (21,938 )   (20,038 )
Total stockholders’ equity 640,498     661,249  
Total liabilities and equity $ 803,272     $ 816,901  

FRANK’S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
       
  Three Months Ended March 31,
  2021   2020
Cash flows from operating activities      
Net loss $ (23,886 )   $ (85,978 )
Adjustments to reconcile net loss to cash from operating activities      
Depreciation and amortization 16,107      19,718   
Equity-based compensation expense 2,872      2,146   
Goodwill impairment —      57,146   
Loss on asset impairments and retirements 307      20,187   
Amortization of deferred financing costs 97      97   
Deferred tax provision (benefit) —      (1,690 )
Provision for bad debts 209      1,280   
(Gain) loss on disposal of assets (182 )   60   
Changes in fair value of investments (395 )   2,411   
Other —      (381 )
Changes in operating assets and liabilities      
Accounts receivable (6,806 )   (16,129 )
Inventories (12,463 )   (1,855 )
Other current assets (675 )   (814 )
Other assets 267      139   
Accounts payable and accrued liabilities 9,192      (14,860 )
Deferred revenue 53      67   
Other non-current liabilities (178 )   (3,796 )
Net cash used in operating activities (15,481 )   (22,252 )
Cash flows from investing activities      
Purchases of property, plant and equipment (2,346 )   (9,968 )
Proceeds from sale of assets 2,073      70   
Investment in intellectual property (1,608 )   —   
Other (75 )   (141 )
Net cash used in investing activities (1,956 )   (10,039 )
Cash flows from financing activities      
Repayments of borrowings (712 )   —   
Treasury shares withheld for taxes (1,900 )   (1,056 )
Treasury share repurchase —      (1,017 )
Proceeds from the issuance of ESPP shares 447      552   
Net cash used in financing activities (2,165 )   (1,521 )
Effect of exchange rate changes on cash 1,350      9,327   
Net decrease in cash, cash equivalents and restricted cash (18,252 )   (24,485 )
Cash, cash equivalents and restricted cash at beginning of period 211,247      196,740   
Cash, cash equivalents and restricted cash at end of period $ 192,995      $ 172,255   

FRANK’S INTERNATIONAL N.V.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATION
(In thousands)
(Unaudited)
           
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN RECONCILIATION
           
  Three Months Ended
  March 31,   December 31,   March 31,
  2021   2020   2020
           
Revenue $ 94,811        $ 96,348        $ 123,492     
           
Net loss $ (23,886 )     $ (8,206 )     $ (85,978 )  
Goodwill impairment —        —        57,146     
Severance and other charges, net 7,376        3,587        20,725     
Interest (income) expense, net 287        (94 )     (533 )  
Depreciation and amortization 16,107        17,249        19,718     
Income tax expense (benefit) 1,070        (3,899 )     (15,563 )  
(Gain) loss on disposal of assets (182 )     (526 )     60     
Foreign currency (gain) loss 2,868        (5,654 )     9,892     
Charges and credits (1) 3,013        2,159        1,592     
Adjusted EBITDA $ 6,653        $ 4,616        $ 7,059     
Adjusted EBITDA margin 7.0    %   4.8    %   5.7    %

   

(1)  Comprised of Equity-based compensation expense (for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020: $2,872, $2,576 and $2,146, respectively), Unrealized and realized (gains) losses (for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020: $99, $102 and $(1,704), respectively), Investigation-related matters (for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020: $42, $97 and $1,150, respectively) and Other adjustments (for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020: none, $616 and none, respectively).

FRANK’S INTERNATIONAL N.V.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATION
(In thousands)
(Unaudited)
           
SEGMENT ADJUSTED EBITDA RECONCILIATION
           
  Three Months Ended
  March 31,   December 31,   March 31,
  2021   2020   2020
Segment Adjusted EBITDA:          
Tubular Running Services $ 8,128     $ 3,835     $ 13,305  
Tubulars 639     3,882     1,396  
Cementing Equipment 4,795     3,974     2,544  
Corporate (6,909 )   (7,075 )   (10,186 )
  6,653     4,616     7,059  
Goodwill impairment         (57,146 )
Severance and other charges, net (7,376 )   (3,587 )   (20,725 )
Interest income (expense), net (287 )   94     533  
Depreciation and amortization (16,107 )   (17,249 )   (19,718 )
Income tax (expense) benefit (1,070 )   3,899     15,563  
Gain (loss) on disposal of assets 182     526     (60 )
Foreign currency gain (loss) (2,868 )   5,654     (9,892 )
Charges and credits (1) (3,013 )   (2,159 )   (1,592 )
Net loss $ (23,886 )   $ (8,206 )   $ (85,978 )

   

(1)  Comprised of Equity-based compensation expense (for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020: $2,872, $2,576 and $2,146, respectively), Unrealized and realized gains (losses) (for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020: $(99), $(102) and $1,704, respectively), Investigation-related matters (for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020: $42, $97 and $1,150, respectively) and Other adjustments (for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020: none, $616 and none, respectively).

FRANK’S INTERNATIONAL N.V.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATION
(In thousands)
(Unaudited)
           
FREE CASH FLOW RECONCILIATION
           
  Three Months Ended
  March 31,   December 31,   March 31,
  2021   2020   2020
           
Net cash (used in) provided by operating activities $ (15,481 )   $ 14,336      $ (22,252 )
Less: purchases of property, plant and equipment 2,346      2,751      9,968   
Free cash flow $ (17,827 )   $ 11,585      $ (32,220 )

FRANK’S INTERNATIONAL N.V.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
           
RECONCILIATION OF ADJUSTED NET LOSS AND ADJUSTED NET LOSS PER DILUTED SHARE
           
  Three Months Ended
  March 31,   December 31,   March 31,
  2021   2020   2020
           
Net loss $ (23,886 )   $ (8,206 )   $ (85,978 )
Goodwill impairment (net of tax) —      —      55,740   
Severance and other charges, net (net of tax) 7,347      3,543      20,355   
Net loss excluding certain items $ (16,539 )   $ (4,663 )   $ (9,883 )
           
Loss per diluted share $ (0.11 )   $ (0.04 )   $ (0.38 )
Goodwill impairment (net of tax) —      —      0.25   
Severance and other charges, net (net of tax) 0.04      0.02      0.09   
Loss per diluted share excluding certain items $ (0.07 )   $ (0.02 )   $ (0.04 )



Neuronetics Reports First Quarter 2021 Financial and Operating Results

MALVERN, Pa., May 04, 2021 (GLOBE NEWSWIRE) — Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company focused on designing, developing and marketing products that improve the quality of life for patients who suffer from psychiatric disorders, today announced its financial and operating results for the first quarter of 2021.

First Quarter 2021 Highlights

  • First quarter 2021 revenue of $12.3 million, compared to $11.5 million in first quarter 2020, primarily due to an increase in U.S. treatment session revenue
  • First quarter revenues surpassed our guidance midpoint by $0.8 million
  • Cash and cash equivalents were $121.3 million as of March 31, 2021, inclusive of proceeds from our follow-on offering of 5,566,000 shares of our common stock raising $80.6 million in net cash in February 2021
  • Launched new 5 STARS to Success, Precision Pulse, digital media strategy, and advertising messaging to drive awareness and NeuroStar Advanced Therapy treatment session growth
  • Enhanced TrakStar® Cloud system, a HIPAA-compliant, proprietary software that manages NeuroStar Advanced Therapy patient data, to improve clinician productivity and optimize time spent with patients
  • NeuroStar Advanced Therapy Outcomes Registry data published in Brain Stimulation Journal
  • Robert Cascella appointed as Chairman of the Board of Directors effective May 27, 2021

“The first quarter was very exciting. Not only did we drive strong double-digit growth in treatment session revenues, but we also implemented our new commercial strategy in conjunction with the launch of our expanded and realigned sales organization,” said Keith J. Sullivan, President and Chief Executive Officer of Neuronetics. “We’ve seen a 30% increase in patients requesting appointments and are expecting to see accelerating positive impact throughout the year from our new digital media strategies, advertising, and customer support programs that are all designed to bring the benefits of NeuroStar Advanced Therapy for Mental Health to the people who need it.”

First Quarter 2021 Financial and Operating Results

                     
    Revenues by Geography  
    Three Months ended March 31,   
    2021   2020        
    Amount   Amount   % Change    
    (in thousands, except percentages)  
United States   $ 11,802   $ 11,177   6   %
International     486     299   63   %
Total revenues   $ 12,288   $ 11,476   7   %
                     

Total revenue for the first quarter of 2021 was $12.3 million, an increase of 7% over first quarter 2020 revenue of $11.5 million. During the quarter, total U.S. revenue increased by 6% and international revenue increased by 63% over the prior year quarter. The U.S. revenue growth was driven by an increase in U.S. treatment session revenue and the international revenue growth was driven by an increase in NeuroStar Advanced Therapy for Mental Health System sales.

                   
    United States Revenues by Product Category  
    Three Months ended March 31,   
    2021   2020      
    Amount   Amount   % Change  
    (in thousands, except percentages)  
NeuroStar Advanced Therapy System   $ 1,755   $ 2,594   (32 ) %
Treatment sessions     9,629     8,193   18   %
Other     418     390   7   %
Total United States revenues   $ 11,802   $ 11,177   6   %
                     

                   
    United States NeuroStar Advanced Therapy System  
    Revenues by Type  
    Three Months ended March 31,   
    2021   2020      
    Amount   Amount   % Change  
    (in thousands, except percentages)  
NeuroStar Capital   $ 1,589   $ 2,410   (34 ) %
Operating lease     108     155   (30 ) %
Other     58     29   100   %
Total U.S. NeuroStar Advanced Therapy System revenues   $ 1,755   $ 2,594   (32 ) %
                     

U.S. NeuroStar Advanced Therapy System revenue for the first quarter of 2021 was $1.8 million, a decrease of 32% over first quarter 2020 revenue of $2.6 million. The decrease was primarily driven by a lower number of NeuroStar systems sold in the first quarter of 2021, which was partially offset by an increase in the blended NeuroStar average selling price over the prior year period. For the three months ended March 31, 2021 and 2020, the Company sold 23 and 38 systems, respectively, during each period.

U.S. treatment session revenue for the first quarter of 2021 was $9.6 million, an increase of 18% over the first quarter of 2020 of $8.2 million. The revenue growth was primarily driven by an increase in per click treatment session volume over the prior year period.

In the first quarter, U.S. treatment session revenue per active site was $10,512 as compared to $9,418 during the first quarter of 2020.

Gross margin for the first quarter of 2021 was 81.9%, an increase of approximately 640 basis points from first quarter of 2020 gross margin of 75.5%. The increase was primarily a result of a change in the product mix of revenues compared to the prior year quarter.

Operating expenses during the first quarter of 2021 were $17.0 million, a decrease of $2.0 million compared to $19.0 million in the first quarter of 2020. The decrease was primarily driven by lower product development and sales expenses compared to the prior year quarter.

Net loss for the first quarter of 2021 was $(7.9) million, or $(0.31) per share, as compared to first quarter 2020 net loss of $(12.6) million, or $(0.68) per share. Net loss per share was based on 25,149,880 and 18,680,542 weighted-average common shares outstanding for the first quarters of 2021 and 2020, respectively.

EBITDA for the first quarter of 2021 was $(6.6) million as compared to the first quarter of 2020 EBITDA of $(10.8) million. See the accompanying financial table that reconciles EBITDA, which is a non-GAAP financial measure, to net loss.

Cash and cash equivalents were $121.3 million as of March 31, 2021. This compares to cash and cash equivalents of $49.0 million as of December 31, 2020 and $63.6 million as of March 31, 2020.

Common Stock Offering

On February 2, 2021, the Company closed an underwritten public offering of 5,566,000 shares of its common stock, including the exercise in full by the underwriters of their option to purchase up to an additional 726,000 shares of common stock, at a public offering price of $15.50 per share. Net proceeds from the offering were $80.6 million.

TrakStar® Cloud

On March 9, 2021, the Company announced upgrades to its TrakStar® Cloud system, a HIPAA-compliant, proprietary software that manages NeuroStar Advanced Therapy patient data. The latest improvements, made with insights from practicing clinicians, are designed to optimize time spent with patients while limiting time spent in practices on paperwork and other administrative tasks. The TrakStar Cloud patient data management system allows physicians to proactively manage, easily track and reliably report on data for people suffering from Major Depressive Disorder (MDD) who are being treated with NeuroStar.

Business Outlook

For the full year 2021, the Company now expects to report total worldwide revenue between $59 million and $63 million, up from previously issued guidance of between $58 million and $62 million.

For the full year 2021, the Company now expects operating expenses to be between $64 million and $68 million.

For the second quarter of 2021, the Company expects to report total worldwide revenue of between $14 million and $15 million.

Webcast and Conference Call Information

Neuronetics’ management team will host a conference call on May 4, 2021 beginning at 8:30 a.m. Eastern Time. Investors interested in listening to the conference call on your telephone, please dial (877) 472-8990 for United States callers or +1 (629) 228-0778 for international callers and reference confirmation code 2124449, approximately ten minutes prior to start time. To access the live audio webcast or subsequent archived recording, visit the Investor Relations section of Neuronetics’ website at ir.neuronetics.com. The replay will be available on the Company’s website for approximately 60 days.

About Neuronetics

Neuronetics, Inc. is a commercial-stage medical technology company focused on designing, developing, and marketing products that improve the quality of life for patients who suffer from psychiatric disorders. Our first commercial product, the NeuroStar® Advanced Therapy System, is a non-invasive and non-systemic office-based treatment that uses transcranial magnetic stimulation, or TMS, to create a pulsed, MRI-strength magnetic field that induces electrical currents designed to stimulate specific areas of the brain associated with mood. The system is cleared by the United States Food and Drug Administration, or FDA, for the treatment of major depressive disorder in adult patients who have failed to achieve satisfactory improvement from prior antidepressant medication in the current episode. NeuroStar is also available in other parts of the world, including Japan, where it is listed under Japan’s national health insurance. Additional information can be found at www.neuronetics.com.

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995:

Statements in the press release regarding Neuronetics, Inc. (the “Company”) that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “outlook,” “potential,” “believe,” “expect,” “plan,” “anticipate,” “predict,” “may,” “will,” “could,” “would” and “should” as well as the negative of these terms and similar expressions. These statements include those relating to: the Company’s business outlook and current expectations for upcoming quarter and fiscal year 2021, including with respect to revenue, operating expense, growth, and any statements of assumptions underlying any of the foregoing items. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this release. These risks and uncertainties include, without limitation, risks and uncertainties related to: the impact of COVID-19 on the Company’s operational and budget plans as well as general political and economic conditions, including as a result of efforts by governmental authorities to mitigate COVID-19, such as travel bans, shelter in place orders and third-party business closures and the related impact on resource allocations, manufacturing and supply chains and patient access to commercial products; the Company’s ability to execute its business continuity; the Company’s ability to achieve or sustain profitable operations due to its history of losses; the Company’s reliance on the sale and usage of its NeuroStar Advanced Therapy for Mental Health System to generate revenues; the scale and efficacy of the Company’s salesforce; availability of coverage and reimbursement from third-party payors for treatments using the Company’s products; physician and patient demand for treatments using the Company’s products; developments in respect of competing technologies and therapies for the indications that the Company’s products treat; product defects; the Company’s ability to obtain and maintain intellectual property protection for its technology; developments in clinical trials or regulatory review of NeuroStar Advanced Therapy for Mental Health System for additional indications; and developments in regulation in the United States and other applicable jurisdictions. For a discussion of these and other related risks, please refer to the Company’s recent SEC filings which are available on the SEC’s website at www.sec.gov. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this press release. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events, or changes in the Company’s expectations.

Investor Contact:

Mark R. Klausner
Westwicke Partners
443-213-0501
[email protected]

Media Contact:

Gina Kent
Vault Communications
610-455-2763
[email protected]

NEURONETICS, INC.

Statements of Operations

(Unaudited; In thousands, except per share data)

               
    Three Months ended  
    March 31,   
    2021     2020    
Revenues   $ 12,288     $ 11,476    
Cost of revenues     2,221       2,811    
Gross Profit     10,067       8,665    
Operating expenses:              
Sales and marketing     8,561       10,723    
General and administrative     6,104       5,287    
Research and development     2,311       3,021    
Total operating expenses     16,976       19,031    
Loss from Operations     (6,909 )     (10,366 )  
Other (income) expense:              
Interest expense     985       1,523    
Loss on extinguishment of debt           924    
Other income, net     (13 )     (200 )  
Net Loss   $ (7,881 )   $ (12,613 )  
Net loss per share of common stock outstanding, basic and diluted   $ (0.31 )   $ (0.68 )  
Weighted-average common shares outstanding, basic and diluted     25,150       18,681    
                   



NEURONETICS, INC.


Balance Sheets

(Unaudited; In thousands, except per share data)

             
       March 31,    December 31, 
    2021     2020  

Assets
           
Current assets:            
Cash and cash equivalents   $ 121,277     $ 48,957  
Accounts receivable, net     6,964       7,166  
Inventory     5,401       3,720  
Current portion of net investments in sales-type leases     1,930       1,887  
Current portion of prepaid commission expense     1,135       1,096  
Prepaid expenses and other current assets     2,239       2,186  
Total current assets     138,946       65,012  
Property and equipment, net     866       730  
Operating lease right-of-use assets     3,320       3,418  
Net investments in sales-type leases     1,958       2,331  
Prepaid commission expense     5,255       5,300  
Other assets     1,962       1,866  
Total Assets   $ 152,307     $ 78,657  

Liabilities and Stockholders’ Equity
           
Current liabilities:            
Accounts payable   $ 3,241     $ 3,749  
Accrued expenses     5,152       7,319  
Deferred revenue     1,912       2,020  
Current portion of operating lease liabilities     602       594  
Current portion of long-term debt, net            
Total current liabilities     10,907       13,682  
Long-term debt, net     34,791       34,620  
Deferred revenue     1,614       1,741  
Operating lease liabilities     3,024       3,121  
Total Liabilities     50,336       53,164  
Commitments and contingencies (Note 16)            
Stockholders’ Equity:            
Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or outstanding at March 31, 2021 and December 31, 2020, respectively            
Common stock, $0.01 par value: 200,000 shares authorized; 25,756 and 19,114 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively     258       191  
Additional paid-in capital     387,134       302,842  
Accumulated deficit     (285,421 )     (277,540 )
Total Stockholders’ Equity     101,971       25,493  
Total Liabilities and Stockholders’ Equity   $ 152,307     $ 78,657  
                 



NEURONETICS, INC.


Statements of Cash Flows

(Unaudited; In thousands)

             
    Three months ended March 31, 
    2021     2020  
Cash Flows from Operating Activities:            
Net loss   $ (7,881 )   $ (12,613 )
Adjustments to reconcile net loss to net cash used in operating activities:            
Depreciation and amortization     281       301  
Share-based compensation     2,196       1,196  
Non-cash interest expense     171       782  
Cost of rental units purchased by customers     99       70  
Loss on extinguishment of debt           622  
Changes in certain assets and liabilities:            
Accounts receivable, net     202       383  
Inventory     (1,681 )     (104 )
Net investment in sales-type leases     330       (368 )
Leasehold reimbursement           836  
Prepaid commission expense     6       (419 )
Prepaid expenses and other assets     206       285  
Accounts payable     (694 )     (1,299 )
Accrued expenses     (2,168 )     (3,227 )
Deferred revenue     (235 )     (95 )
Net Cash Used in Operating Activities     (9,168 )     (13,650 )
             
Cash Flows from Investing Activities:            
Purchases of property and equipment and capitalized software     (675 )     (266 )
Net Cash Used in Investing Activities     (675 )     (266 )
             
Cash Flows from Financing Activities:            
Proceeds from issuance of long-term debt           35,000  
Repayment of long-term debt           (32,500 )
Payments of debt issuance costs           (721 )
Proceeds from exercises of stock options     1,592       76  
Proceeds from common stock offering     80,972        
Payments of common stock offering issuance costs     (401 )      
Net Cash Provided by Financing Activities     82,163       1,855  
Net Increase (Decrease) in Cash and Cash Equivalents     72,320       (12,061 )
Cash and Cash Equivalents, Beginning of Period     48,957       75,708  
Cash and Cash Equivalents, End of Period   $ 121,277     $ 63,647  
                 


Non-GAAP Financial Measures (Unaudited)

EBITDA is not a measure of financial performance under generally accepted accounting principles in the United States, or GAAP, and should not be construed as a substitute for, or superior to, GAAP net loss. However, management uses both the GAAP and non-GAAP financial measures internally to evaluate and manage the Company’s operations and to better understand its business. Further, management believes the addition of the non-GAAP financial measure provides meaningful supplementary information to, and facilitates analysis by, investors in evaluating the Company’s financial performance, results of operations and trends. The Company’s calculation of EBITDA may not be comparable to similarly designated measures reported by other companies, because companies and investors may differ as to what type of events warrant adjustment.

The following table reconciles reported net loss to EBITDA:

               
    Three Months ended  
    March 31,   
    2021     2020    
    (in thousands)  
Net loss   $ (7,881 )   $ (12,613 )  
Interest expense     985       1,523    
Income taxes              
Depreciation and amortization     281       301    
EBITDA   $ (6,615 )   $ (10,789 )  
                   



Colliers Reports Strong First Quarter Results

Updates and increases financial outlook for 2021

Operating highlights: 

    Three months ended
    March 31
(in millions of US$, except EPS)   2021       2020  
                 
Revenues $ 774.9     $ 630.6  
Adjusted EBITDA (note 1)   92.1       54.5  
Adjusted EPS (note 2)   1.04       0.54  
                 
GAAP operating earnings   40.0       18.5  
GAAP diluted EPS   0.11       0.11  

TORONTO, May 04, 2021 (GLOBE NEWSWIRE) — Colliers International Group Inc. (NASDAQ and TSX: CIGI) (“Colliers” or the “Company”) today announced operating and financial results for the quarter ended March 31, 2021. All amounts are in US dollars.

For the quarter ended March 31, 2021, revenues were $774.9 million, up 23% (18% in local currency) relative to the same quarter in the prior year, adjusted EBITDA (note 1) was $92.1 million, up 69% (65% in local currency) and adjusted EPS (note 2) was $1.04, up 93% versus the prior year period. First quarter adjusted EPS would have been approximately $0.04 lower excluding foreign exchange impacts. GAAP operating earnings were $40.0 million, relative to $18.5 million in the prior year quarter. GAAP diluted net earnings per share were $0.11, flat relative to the prior year quarter. First quarter GAAP EPS would have been approximately $0.04 lower excluding changes in foreign exchange rates.

“Colliers delivered strong first quarter results with encouraging signs of momentum for the balance of the year. Strength in recurring services, stabilizing transactional revenues, and a highly diversified business model has transformed Colliers into a more balanced and resilient professional services and investment management company,” said Jay S. Hennick, Chairman & CEO of Colliers. “Although pandemic uncertainty remains around the world, we are increasing our financial outlook for the balance of the year to reflect better than expected results. We recently published our first Global Impact Report highlighting our commitment to embedding environmental, social and governance, or ESG practices, across our company. During the quarter, Colliers Engineering & Design completed its first acquisition, a specialty transportation design firm, to further strengthen this rapidly growing part of our Outsourcing & Advisory service line. And in Investment Management, Harrison Street was proud to receive four coveted PERE Awards, including ‘Alternatives Investor of the Year’ globally and in North America, capping off its largest fundraising quarter in the firm’s history. With our proven track record, balanced and diversified business model, enterprising culture and significant inside ownership, Colliers is better positioned today than at any other time in its history to continue creating significant value for shareholders in the years to come,” he concluded.

About Colliers

Colliers (NASDAQ, TSX: CIGI) is a leading diversified professional services and investment management company. With operations in 67 countries, our more than 15,000 enterprising professionals work collaboratively to provide expert advice to real estate occupiers, owners and investors. For more than 25 years, our experienced leadership with significant insider ownership has delivered compound annual investment returns of almost 20% for shareholders. With annualized revenues of $3.0 billion ($3.3 billion including affiliates) and $40 billion of assets under management, we maximize the potential of property and accelerate the success of our clients and our people. Learn more at corporate.colliers.com, Twitter @Colliers or LinkedIn.

Consolidated Revenues by Line of Service

      Three months ended    
(in thousands of US$)     March 31 Change Change
(LC = local currency)     2021   2020 in US$ % in LC%
                       
Outsourcing & Advisory   $ 340,116     $ 277,290   23% 17%
Investment Management (1)     44,627       45,825   -3% -3%
Leasing     179,661       164,510   9% 6%
Capital Markets     210,510       143,003   47% 40%
Total revenues     $ 774,914     $ 630,628   23% 18%
                       

(1)

Investment Management local currency revenues, excluding pass-through carried interest, were up 2% for the three months ended March 31, 2021.

Consolidated revenues for the first quarter increased 18% on a local currency basis, driven by the impact of recent acquisitions and strong Capital Markets activity. Consolidated internal revenues measured in local currencies were up 4% (note 3), the first quarter of positive internal growth since the pre-pandemic fourth quarter of 2019.

Segmented First Quarter Results

Revenues in the Americas region totalled $475.8 million for the first quarter, up 29% (27% in local currency) versus $370.0 million in the prior year quarter. Revenue growth was driven by recent acquisitions and stabilizing transactional revenues, especially Capital Markets activity across the region. Adjusted EBITDA was $56.9 million, up 82% from $31.2 million in the prior year quarter, and includes the impact of recent acquisitions and reduced costs from measures implemented due to the pandemic. GAAP operating earnings were $42.9 million, relative to $22.7 million in the prior year quarter.

Revenues in the EMEA region totalled $126.1 million for the first quarter compared to $117.1 million in the prior year quarter, up 8% (down 3% in local currency), with activity returning to near prior year levels in each service line. Adjusted EBITDA was $4.5 million, versus a loss of $3.6 million in the prior year with the improvement primarily attributable to cost savings from measures implemented due to the pandemic. The GAAP operating loss was $1.1 million compared to a loss of $13.5 million in the prior year quarter.

Revenues in the Asia Pacific region totalled $128.3 million for the first quarter compared to $97.4 million in the prior year quarter, up 32% (19% in local currency). Revenue growth was driven by a rebound in activity relative to the sharply reduced levels experienced during the early stages of the pandemic in the first quarter of 2020. Adjusted EBITDA was $15.5 million compared to $5.2 million in the prior year quarter with the improvement in margin attributable to operating leverage and a lower cost base. GAAP operating earnings were $11.7 million, versus $1.2 million in the prior year quarter.

Investment Management revenues for the first quarter were $44.6 million compared to $45.8 million in the prior year quarter. No pass-through revenue from historical carried interest was recognized in the first quarter, versus $2.3 million in the prior year quarter. Excluding the impact of pass-through revenue, revenues were up 2% (2% in local currency) on solid management fee growth, partially offset by transaction fees recognized in the prior year period in Europe. Adjusted EBITDA was $17.7 million, relative to $18.4 million in the prior year quarter, down 3% versus a strong prior year comparative, which included transaction fees. GAAP operating earnings were $9.9 million in the quarter, versus $11.8 million in the prior year quarter. Assets under management were $41.6 billion at March 31, 2021, up 5% from $39.5 billion at December 31, 2020 and up 19% from $35.1 billion at March 31, 2020.

Unallocated global corporate costs as reported in Adjusted EBITDA were $2.6 million in the first quarter, relative to a recovery of $3.3 million in the prior year quarter, with the change primarily attributable to incentive compensation accruals recorded in the current year period. The corporate GAAP operating loss for the quarter was $23.4 million, relative to $3.7 million in the first quarter of 2020 attributable to an increase in the fair value of contingent acquisition consideration on strong operating performance of recently acquired businesses as well as incentive compensation accruals.

2021 Outlook

Given stronger than expected operating results for the first quarter, the Company is increasing its previously provided financial outlook. However, a number of risks and uncertainties remain, including: (i) the resurgence of COVID-19 cases in various parts of the world may impact overall results; (ii) stabilizing transactional revenues experienced in the first quarter may not be sustainable during the balance of the year; and (iii) certain operating costs, reduced in light of the pandemic, are expected to increase as restrictions and conditions ease and may temper margins. The outlook for the full year 2021 (relative to 2020), including the impact of completed acquisitions, is as follows:

  Full Year 2021 Outlook
  Updated Previous
Revenue +15% to +30% +10% to +25%
Adjusted EBITDA +15% to +30% +10% to +25%

This financial outlook is based on the Company’s best available information as of the date of this press release and remains subject to change based on numerous macroeconomic, health, social, geo-political and related factors.

Settlement of Long-Term Incentive Arrangement

On April 16, 2021, after receiving approval from 95% of disinterested shareholders, the Company completed the previously announced transaction (the “Transaction”) to settle the Management Services Agreement, including the Long-Term Incentive Arrangement, between Colliers, Jay S. Hennick and Jayset Management CIG Inc., a corporation controlled by Mr. Hennick. The Transaction also established a timeline for the orderly elimination of Colliers’ dual class voting structure by no later than September 1, 2028. The completion of the Transaction resulted in the issuance of 3.6 million Subordinate Voting Shares from treasury and a cash payment of $96.2 million funded from the Company’s revolving credit facility.

Mr. Hennick remains Chairman & Chief Executive Officer of the Company and has control and direction over a total of 6.3 million shares of Colliers representing 14.4% of the outstanding shares and 45.6% of the votes.

Conference Call

Colliers will be holding a conference call on Tuesday, May 4, 2021 at 11:00 a.m. Eastern Time to discuss the quarter’s results. The call, as well as a supplemental slide presentation, will be simultaneously web cast and can be accessed live or after the call at corporate.colliers.com in the Events section.

Forward-looking Statements

This press release includes or may include forward-looking statements. Forward-looking statements include the Company’s financial performance outlook and statements regarding goals, beliefs, strategies, objectives, plans or current expectations. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements contemplated in the forward-looking statements. Such factors include: economic conditions, especially as they relate to commercial and consumer credit conditions and consumer spending, particularly in regions where our business may be concentrated; commercial real estate property values, vacancy rates and general conditions of financial liquidity for real estate transactions; trends in pricing and risk assumption for commercial real estate services; the effect of significant movements in average capitalization rates across different property types; a reduction by companies in their reliance on outsourcing for their commercial real estate needs, which would affect revenues and operating performance; competition in the markets served by the Company; the ability to attract new clients and to retain major clients and renew related contracts; the ability to retain and incentivize producers; increases in wage and benefit costs; the effects of changes in interest rates on the cost of borrowing; unexpected increases in operating costs, such as insurance, workers’ compensation and health care; changes in the frequency or severity of insurance incidents relative to historical experience; the effects of changes in foreign exchange rates in relation to the US dollar on the Company’s Canadian dollar, Euro, Australian dollar and UK pound sterling denominated revenues and expenses; the impact of pandemics on client demand for the Company’s services, the ability of the Company to deliver its services and the health and productivity of its employees; the impact of political events including elections, referenda, trade policy changes, immigration policy changes, hostilities and terrorism on the Company’s operations; the ability to identify and make acquisitions at reasonable prices and successfully integrate acquired operations; the ability to execute on, and adapt to, information technology strategies and trends; the ability to comply with laws and regulations related to our global operations, including real estate and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions; and changes in government laws and policies at the federal, state/provincial or local level that may adversely impact the business.

Additional information and risk factors are identified in the Company’s other periodic filings with Canadian and US securities regulators (which factors are adopted herein and a copy of which can be obtained at www.sedar.com). Forward looking statements contained in this press release are made as of the date hereof and are subject to change. All forward-looking statements in this press release are qualified by these cautionary statements. Except as required by applicable law, Colliers undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Summary financial information is provided in this press release. This press release should be read in conjunction with the Company’s consolidated financial statements and MD&A to be made available on SEDAR at www.sedar.com.


Notes


1. Reconciliation of net earnings to adjusted EBITDA:

Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other expense (income); (iii) interest expense; (iv) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (v) gains attributable to MSRs; (vi) acquisition-related items (including contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs); (vii) restructuring costs and (viii) stock-based compensation expense. We use adjusted EBITDA to evaluate our own operating performance and our ability to service debt, as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. We present adjusted EBITDA as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of the Company’s service operations. We believe this measure is a financial metric used by many investors to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted EBITDA appears below.

  Three months ended
  March 31
(in thousands of US$) 2021     2020  
           
Net earnings $ 24,807     $ 6,458  
Income tax   8,847       5,198  
Other income, including equity earnings from non-consolidated investments   (1,982 )     (704 )
Interest expense, net   8,284       7,585  
Operating earnings   39,956       18,537  
Depreciation and amortization   37,777       24,891  
Gains attributable to MSRs   (9,075 )      
Equity earnings from non-consolidated investments   1,406       555  
Acquisition-related items   18,847       2,750  
Restructuring costs   293       5,468  
Stock-based compensation expense   2,925       2,253  
Adjusted EBITDA $ 92,129     $ 54,454  

2. Reconciliation of net earnings and diluted net earnings per common share to adjusted net earnings and adjusted EPS:

Adjusted EPS is defined as diluted net earnings per share as calculated under the “if-converted” method, adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (iii) gains attributable to MSRs; (iv) acquisition-related items; (v) restructuring costs and (vi) stock-based compensation expense. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted EPS is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per share from continuing operations, as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted net earnings and of diluted net earnings per share to adjusted EPS appears below.

Adjusted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. For the three months ended March 31, 2021, the “if-converted” method is anti-dilutive for the GAAP diluted EPS calculation but dilutive for the adjusted EPS calculation.

  Three months ended
  March 31
(in thousands of US$) 2021     2020  
           
Net earnings $ 24,807     $ 6,458  
Non-controlling interest share of earnings   (7,780 )     (3,377 )
Interest on Convertible Notes   2,300        
Amortization of intangible assets   27,338       16,013  
Gains attributable to MSRs   (9,075 )      
Acquisition-related items   18,847       2,750  
Restructuring costs   293       5,468  
Stock-based compensation expense   2,925       2,253  
Income tax on adjustments   (9,666 )     (5,805 )
Non-controlling interest on adjustments   (3,335 )     (2,150 )
Adjusted net earnings $ 46,654     $ 21,610  
           
  Three months ended
  March 31
(in US$) 2021     2020  
           
Diluted net earnings per common share $ 0.14     $ 0.11  
Non-controlling interest redemption increment   0.28       (0.04 )
Amortization expense, net of tax   0.37       0.24  
Gains attributable to MSRs, net of tax   (0.11 )      
Acquisition-related items   0.30       0.07  
Restructuring costs, net of tax         0.10  
Stock-based compensation expense, net of tax   0.06       0.06  
Adjusted EPS $ 1.04     $ 0.54  
           
Diluted weighted average shares for Adjusted EPS (thousands)   44,738       40,167  

3. Local currency revenue growth rate and internal revenue growth rate measures

Percentage revenue variances presented on a local currency basis are calculated by translating the current period results of our non-US dollar denominated operations to US dollars using the foreign currency exchange rates from the periods against which the current period results are being compared. Percentage revenue variances presented on an internal growth basis are calculated assuming no impact from acquired entities in the current and prior periods. Revenue from acquired entities, including any foreign exchange impacts, are treated as acquisition growth until the respective anniversaries of the acquisitions. We believe that these revenue growth rate methodologies provide a framework for assessing the Company’s performance and operations excluding the effects of foreign currency exchange rate fluctuations and acquisitions. Since these revenue growth rate measures are not calculated under GAAP, they may not be comparable to similar measures used by other issuers.

4. Assets under management

We use the term assets under management (“AUM”) as a measure of the scale of our Investment Management operations. AUM is defined as the gross market value of operating assets and the projected gross cost of development properties of the funds, partnerships and accounts to which we provide management and advisory services, including capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our definition of AUM may differ from those used by other issuers and as such may not be directly comparable to similar measures used by other issuers.

COLLIERS INTERNATIONAL GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands of US$, except per share amounts)
          Three months
          ended March 31
(unaudited)     2021       2020  
                 
Revenues   $ 774,914     $ 630,628  
                 
Cost of revenues     467,731       416,358  
Selling, general and administrative expenses     210,603       168,092  
Depreciation     10,439       8,878  
Amortization of intangible assets     27,338       16,013  
Acquisition-related items (1)     18,847       2,750  
Operating earnings     39,956       18,537  
Interest expense, net     8,284       7,585  
Equity earnings from unconsolidated investments     (1,406 )     (555 )
Other income     (576 )     (149 )
Earnings before income tax     33,654       11,656  
Income tax     8,847       5,198  
Net earnings     24,807       6,458  
Non-controlling interest share of earnings     7,780       3,377  
Non-controlling interest redemption increment     12,540       (1,505 )
Net earnings attributable to Company   $ 4,487     $ 4,586  
                 
Net earnings per common share            
                 
  Basic   $ 0.11     $ 0.12  
                 
  Diluted (2)   $ 0.11     $ 0.11  
                 
Adjusted EPS (3)   $ 1.04     $ 0.54  
                 
Weighted average common shares (thousands)            
    Basic     40,257       39,874  
    Diluted     40,770       40,167  

Notes to Condensed Consolidated Statements of Earnings
(1)
 
Acquisition-related items include contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs.
(2)   Diluted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. For the three-month period ended March 31, 2021, the interest (net of tax) on the Convertible Notes was $1,691. The “if-converted” method is anti-dilutive for the three-month period ended March 31, 2021.
(3)   See definition and reconciliation above.


 

COLLIERS INTERNATIONAL GROUP INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of US$)
    March 31,   December 31,   March 31,
(unaudited) 2021   2020   2020
       
 
     
 
     
 
Assets    
 
     
 
     
 
Cash and cash equivalents $ 118,470

 
  $ 156,614
 
  $ 103,090
 
Restricted cash (1)   27,646

 
    20,919
 
   
 
Accounts receivable and contract assets   436,777

 
    433,250
 
    354,230
 
Warehouse receivables (2)   115,854

 
    232,207
 
   
 
Prepaids and other assets   190,111

 
    192,821
 
    149,941
 
Real estate assets held for sale  

 
   
 
    19,874
 
  Current assets   888,858

 
    1,035,811
 
    627,135
 
Other non-current assets   103,517

 
    94,679
 
    89,063
 
Fixed assets   140,249

 
    129,221
 
    103,183
 
Operating lease right-of-use assets   330,118

 
    288,134
 
    248,545
 
Deferred tax assets, net   48,252

 
    45,008
 
    43,667
 
Goodwill and intangible assets   1,675,288

 
    1,699,314
 
    1,390,755
 
Real estate assets held for sale  

 
   
 
    233,484
 
  Total assets $ 3,186,282

 
  $ 3,292,167
 
  $ 2,735,832
 
       
 
     
 
     
 
Liabilities and shareholders’ equity    
 
     
 
     
 
Accounts payable and accrued liabilities $ 637,761

 
  $ 748,660
 
  $ 535,790
 
Other current liabilities   126,777

 
    53,661
 
    44,922
 
Long-term debt – current   9,445

 
    9,024
 
    3,688
 
Warehouse credit facilities (2)   105,937

 
    218,018
 
   
 
Operating lease liabilities – current   80,687

 
    78,923
 
    65,236
 
Liabilities related to real estate assets held for sale  

 
   
 
    42,723
 
  Current liabilities   960,607

 
    1,108,286
 
    692,359
 
Long-term debt – non-current   513,955

 
    470,871
 
    737,492
 
Operating lease liabilities – non-current   309,961

 
    251,680
 
    219,536
 
Other liabilities   94,344

 
    158,366
 
    95,218
 
Deferred tax liabilities, net   44,404

 
    50,523
 
    25,277
 
Convertible notes   224,266

 
    223,957
 
   
 
Liabilities related to real estate assets held for sale  

 
   
 
    119,994
 
Redeemable non-controlling interests   440,000

 
    442,375
 
    349,551
 
Shareholders’ equity   598,745

 
    586,109
 
    496,405
 
  Total liabilities and equity $ 3,186,282

 
  $ 3,292,167
 
  $ 2,735,832
 
       
 
     
 
     
 
Supplemental balance sheet information    
 
     
 
     
 
Total debt (3) $ 523,400

 
  $ 479,895
 
  $ 741,180
 
Total debt, net of cash and cash equivalents (3)   404,930

 
    323,281
 
    638,090
 
Net debt / pro forma adjusted EBITDA ratio (4)   1.1

 
    1.0
 
    1.8
 

Notes to Condensed Consolidated Balance Sheets
(1)
 
Restricted cash consists primarily of cash amounts set aside to satisfy legal or contractual requirements arising in the normal course of business, primarily Colliers Mortgage.
(2)   Warehouse receivables represent mortgage loans receivable, the majority of which are offset by borrowings under warehouse credit facilities which fund loans that financial institutions have committed to purchase.
(3)   Excluding warehouse credit facilities and convertible notes.
(4)   Net debt for financial leverage ratio excludes restricted cash, warehouse credit facilities and convertible notes, in accordance with debt agreements.


 

COLLIERS INTERNATIONAL GROUP INC.            
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  
(in thousands of US$)
        Three months ended
        March 31
(unaudited)     2021       2020  
               
Cash provided by (used in)            
               
Operating activities            
Net earnings   $ 24,807     $ 6,458  
Items not affecting cash:            
  Depreciation and amortization     37,777       24,891  
  Gains attributable to mortgage servicing rights     (9,075 )      
  Gains attributable to the fair value of loan            
  premiums and origination fees     (11,578 )      
  Deferred income tax     (9,431 )     (7,158 )
  Other     41,891       13,440  
        74,391       37,631  
               
(Increase) decrease in accounts receivable, prepaid            
  expenses and other assets     (23,787 )     59,837  
(Decrease) increase in accounts payable, accrued            
  expenses and other liabilities     (12,552 )     (28,759 )
(Decrease) increase in accrued compensation     (84,476 )     (163,406 )
Contingent acquisition consideration paid     (7,475 )     (14,330 )
Proceeds from sale of mortgage loans     837,917        
Origination of mortgage loans     (706,785 )      
Increase in warehouse credit facilities     (112,081 )      
Repurchases from AR Facility, net of sales     (3,291 )     (11,009 )
Net cash used in operating activities     (38,139 )     (120,036 )
               
Investing activities            
Acquisition of businesses, net of cash acquired     (3,841 )     (3,101 )
Purchases of fixed assets     (22,093 )     (8,739 )
Purchase of held for sale real estate assets            
Cash collections on AR facility deferred purchase price     10,908       11,390  
Other investing activities     (11,093 )     1,908  
Net cash (used in) provided by investing activities     (26,119 )     1,458  
               
Financing activities            
Increase in long-term debt, net     53,792       143,146  
Purchases of non-controlling interests, net of sales     (8,133 )     (4,676 )
Dividends paid to common shareholders     (2,009 )     (1,992 )
Distributions paid to non-controlling interests     (13,923 )     (7,693 )
Other financing activities     4,968       (8,473 )
Net cash provided by financing activities     34,695       120,312  
               
Effect of exchange rate changes on cash     (1,854 )     (13,637 )
               
Increase (decrease) in cash and cash            
  equivalents and restricted cash     (31,417 )     (11,903 )
Cash and cash equivalents and            
  restricted cash, beginning of period     177,533       114,993  
Cash and cash equivalents and            
  restricted cash, end of period   $ 146,116     $ 103,090  


 


 

COLLIERS INTERNATIONAL GROUP INC.
SEGMENTED RESULTS
(in thousands of US dollars)
       
 
           
 
     
 
           
 
            Asia   Investment        
(unaudited) Americas   EMEA   Pacific   Management   Corporate   Consolidated
       
 
           
 
     
 
           
 
Three months ended March 31
 
       
 
           
 
     
 
           
 
2021    
 
           
 
     
 
           
 
  Revenues $ 475,777

 
  $ 126,113     $ 128,251

 
  $ 44,627

 
  $ 146     $ 774,914

 
  Adjusted EBITDA   56,925

 
    4,504       15,518

 
    17,745

 
    (2,564 )     92,128

 
  Operating earnings (loss)   42,853

 
    (1,089 )     11,708

 
    9,931

 
    (23,447 )     39,956

 
       
 
           
 
     
 
           
 
2020    
 
           
 
     
 
           
 
  Revenues $ 369,990
 
  $ 117,082     $ 97,434
 
  $ 45,825
 
  $ 297     $ 630,628
 
  Adjusted EBITDA   31,157
 
    (3,641 )     5,248
 
    18,434
 
    3,256       54,454
 
  Operating earnings (loss)   22,709
 
    (13,451 )     1,228
 
    11,778
 
    (3,727 )     18,537
 


  

COMPANY CONTACTS:
Jay S. Hennick
Chairman & Chief Executive Officer

Christian Mayer
Chief Financial Officer
(416) 960-9500