Market Newsdesk

May 5, 2021 6:48 am

Comstock Mining Announces Notice of First Quarter 2021 Results, Business Update Webcast Via Zoom

VIRGINIA CITY, Nev., May 05, 2021 (GLOBE NEWSWIRE) — Comstock Mining Inc. (the “Company”) (NYSE American: LODE), an emerging leader in climate-smart, sustainable mineral development and production, will host a conference call on Wednesday, May 12, 2021 at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time to report First Quarter results and provide a business update. The Webcast will include a moderated Q&A, after the prepared remarks. Please join the event 10 to 15 minutes prior to the scheduled start time. The link and/or dial-in telephone numbers for the live Webcast are as follows:

Join Our Zoom Webinar
When: May 12, 2021 08:00 AM Pacific Time (US and Canada)
Topic: Comstock Mining First Quarter 2021 Results

Please click the link below to join the webinar:
https://us02web.zoom.us/j/84038612204
Or One tap mobile:
US: +12532158782, 84038612204#
Or Telephone:
US: +1 669 900 9128 or +1 646 558 8656

Webinar ID: 840 3861 2204
International numbers available: https://us02web.zoom.us/u/kQGUDK9Zg

The recording of the Webcast will be available, within 24 hours of the call, on the Company website:
http://www.comstockmining.com/investors/investor-library

About Comstock Mining Inc.

Comstock Mining Inc. (NYSE: LODE) (the “Company”) is an emerging leader in the sustainable extraction, valorization, and production of innovation-based, clean, renewable natural resources, with a focus on high-value, cash-generating, strategic materials that are essential to meeting the rapidly increasing global demand for clean energy, carbon-neutrality, and natural products. To learn more, please visit www.comstockmining.com.

Forward-Looking Statements

This press release and any related calls or discussions may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. Forward-looking statements include statements about matters such as: consummation of all pending transactions; project, asset or Company valuations; future industry market conditions; future explorations, acquisitions, investments and asset sales; future performance of and closings under various agreements; future changes in our exploration activities; future estimated mineral resources; future prices and sales of, and demand for, our products; future impacts of land entitlements and uses; future permitting activities and needs therefor; future production capacity and operations; future operating and overhead costs; future capital expenditures and their impact on us; future impacts of operational and management changes (including changes in the board of directors); future changes in business strategies, planning and tactics and impacts of recent or future changes; future employment and contributions of personnel, including consultants; future land sales, investments, acquisitions, joint ventures, strategic alliances, business combinations, operational, tax, financial and restructuring initiatives; the nature and timing of and accounting for restructuring charges and derivative liabilities and the impact thereof; contingencies; future environmental compliance and changes in the regulatory environment; future offerings of equity or debt securities; asset sales and associated costs; future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings and growth. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in our filings with the SEC and the following: counterparty risks; capital markets’ valuation and pricing risks; adverse effects of climate changes or natural disasters; global economic and capital market uncertainties; the speculative nature of gold or mineral exploration, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration or mining activities; contests over title to properties; potential dilution to our stockholders from our stock issuances and recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting businesses; permitting constraints or delays; decisions regarding business opportunities that may be presented to, or pursued by, us or others; the impact of, or the non-performance by parties under agreements relating to, acquisitions, joint ventures, strategic alliances, business combinations, asset sales, leases, options and investments to which we may be party; changes in the United States or other monetary or fiscal policies or regulations; interruptions in production capabilities due to capital constraints; equipment failures; fluctuation of prices for gold or certain other commodities (such as silver, zinc, cyanide, water, diesel fuel and electricity); changes in generally accepted accounting principles; adverse effects of terrorism and geopolitical events; potential inability to implement business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors or others; assertion of claims, lawsuits and proceedings; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the SEC; potential inability to list our securities on any securities exchange or market; inability to maintain the listing of our securities; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund or any other issuer.

Contact information:

Comstock Mining Inc.
P.O. Box 1118
Virginia City, NV 89440
ComstockMining.com

Corrado De Gasperis
Executive Chairman & CEO
Tel (775) 847-4755
[email protected]

Zach Spencer
Director of External Relations
Tel (775) 847-5272 Ext.151
[email protected]

May 5, 2021 6:48 am

Brookfield Business Partners Reports First Quarter 2021 Results

BROOKFIELD, News, May 05, 2021 (GLOBE NEWSWIRE) — Brookfield Business Partners L.P. (NYSE: BBU) (TSX: BBU.UN) (“Brookfield Business Partners”) announced financial results for the quarter ended March 31, 2021.

“We generated strong performance to start the year and our businesses are benefiting from the continued recovery in conditions as global economies reopen,” said Cyrus Madon, CEO of Brookfield Business Partners. “We completed the privatization of Sagen and advanced several capital recycling initiatives during the quarter which position us well for growth this year.”

	Three Months Ended March 31,
US$ millions (except per unit amounts) unaudited	2021		2020
Net income (loss) attributable to unitholders¹	$	530	$	(126	)
Net income (loss) per limited partnership unit²	$	*3.57*	$	(0.84	)

Company EBITDA^1,4	$	387	$	294

Company FFO^1,3	$	545	$	194
Company FFO per unit²	$	*3.67*	$	1.29
Company FFO, excluding gain (loss), net on acquisitions/dispositions^1,3	$	217	$	152
Company FFO, excluding gain (loss), net on acquisitions/dispositions per unit²	$	*1.46*	$	1.01

Brookfield Business Partners generated Company EBITDA of $387 million for the three months ended March 31, 2021 compared to $294 million for the three months ended March 31, 2020 reflecting increased EBITDA in our Business Services and Industrials segments, partially offset by reduced contribution from our Infrastructure Services segment. For the three months ended March 31, 2021 Company FFO was $217 million ($1.46 per unit) compared to $152 million ($1.01 per unit) in the prior year on a comparable basis excluding the benefit of gains on dispositions.

Net income attributable to unitholders for the three months ended March 31, 2021 was $530 million ($3.57 per unit) compared to net loss of $126 million (loss of $0.84 per unit) in the prior year. Net income included gains generated from our reduced GrafTech interest, partially offset by costs recorded at Clarios primarily related to the closure of one of its North American recycling facilities and continued optimization of its U.S. operations.

Operational Update

The following table presents Company EBITDA by segment:

	Three Months Ended March 31,
US$ millions, unaudited	2021			2020
Business Services	$	104		$	19
Infrastructure Services	136			156
Industrials	172			145
Corporate and Other	(25		)	(26		)
Company EBITDA ^1,4	$	387		$	294

Our Business Services segment generated Company EBITDA of $104 million during the three months ended March 31, 2021, compared to $19 million in the same period in 2020. Results benefited from improved business conditions broadly, and normalized performance at our construction operations.

Our Infrastructure Services segment generated Company EBITDA of $136 million during the three months ended March 31, 2021, compared to $156 million in the same period in 2020. Results benefited from the full quarter contribution of BrandSafway which we acquired at the end of January 2020, offset by reduced contribution from Altera Infrastructure. In addition, performance at Westinghouse reflected normal seasonality aligned with the planned timing of customer outage cycles and fuel assembly shipments which were lower than prior year.

Our Industrials segment generated Company EBITDA of $172 million during the three months ended March 31, 2021 compared to $145 million in the same period in 2020. Increased contribution from Clarios was partially offset by reduced contribution from GrafTech due to our reduced ownership and lower realized sales prices of graphite electrodes.

The following table presents Company FFO by segment:

	Three Months Ended March 31,
US$ millions (except per unit amounts), unaudited	2021			2020
Business Services	$	70		$	42
Infrastructure Services	73			104
Industrials	421			57
Corporate and Other	(19		)	(9		)
Company FFO ^1,3	$	545		$	194
Gain (loss) on acquisitions/dispositions, net	328			42
Company FFO, excluding gain (loss), net on acquisitions/dispositions^1,3	217			152
Company FFO, excluding gain (loss), net on acquisitions/dispositions per unit²	$	*1.46*		$	1.01

Company FFO for the three months ended March 31, 2021 increased to $545 million from $194 million in the same period in 2020. Company FFO included a $133 million after-tax gain on the sale of public security investments and a $195 million after-tax gain on the sale of GrafTech common shares during the quarter. Company FFO for the first quarter 2020 included an after-tax gain of $42 million on the sale of our cold storage logistics business.

Liquidity

We ended the quarter with approximately $2.4 billion of liquidity at the corporate level including $389 million of cash and liquid securities and $2.1 billion of availability on our credit facilities.

Strategic Initiatives

Sagen MI Canada

Subsequent to the end of the quarter, together with institutional partners, we completed the privatization of Sagen. Sagen raised approximately $750 million of financing as part of our privatization transaction. As a result, Brookfield Business Partners invested approximately $185 million for its share of the investment which increased our ownership interest in Sagen to approximately 40%.

Investment in Public Securities

In early 2020, together with institutional partners, we invested approximately $600 million in the equity of public securities. The appreciation in the value of our investment represents a total pre-tax gain of approximately $940 million, of which approximately $330 million is attributable to Brookfield Business Partners and during the quarter we sold a significant portion of these securities. Brookfield Business Partners’ share of the after-tax net proceeds from the securities sold was $133 million.

GrafTech International (GrafTech)

During the quarter, together with institutional partners, we sold 50 million common shares of GrafTech to advance the ongoing monetization of our investment for proceeds of approximately $565 million. Brookfield Business Partners’ share of the after-tax net proceeds was approximately $170 million.

Unit Repurchase Program

For the three months ended March 31, 2021 we repurchased 363,102 of Brookfield Business Partners’ units under our normal course issuer bid (NCIB).

Distribution

The Board of Directors has declared a quarterly distribution in the amount of $0.0625 per unit, payable on June 30, 2021 to unitholders of record as at the close of business on May 28, 2021.

Additional Information

The Board has reviewed and approved this news release, including the summarized unaudited consolidated financial statements contained herein.

Brookfield Business Partners’ Letter to Unitholders and the Supplemental Information are available at https://bbu.brookfield.com/reports-and-filings.

Notes:

Attributable to limited partnership unitholders, general partnership unitholders, special limited partnership unitholders and redemption-exchange unitholders.
Average number of partnership units outstanding on a fully diluted time weighted average basis, assuming the exchange of redemption-exchange units held by Brookfield Asset Management for limited partnership units, for the three months ended March 31, 2021 was 148.5 million (2020: 150.6 million).
Company FFO is presented as a net amount attributable to unitholders and is a non-IFRS measure and is calculated as our share of net income and equity accounted income excluding the impact of depreciation and amortization, deferred income taxes, transaction costs, non-cash valuation gains or losses, impairment expense and other items. In order to provide additional insight regarding performance on a cumulative realized basis, Company FFO includes realized disposition gains or losses, along with associated tax impacts, recorded in net income, other comprehensive income, or directly in equity, such as ownership changes. These include gains or losses arising from transactions during the reported period together with fair value changes recorded in prior periods. A reconciliation of net income to Company FFO is available on pages 8-10 of this release.
Company EBITDA is presented as a net amount attributable to unitholders and is a non-IFRS measure and is calculated as Company FFO excluding the impact of our share of realized disposition gains and losses, interest income and expense, and current income taxes. A reconciliation of net income to Company EBITDA is available on pages 8-10 of this release.

Brookfield Business Partners is a business services and industrials company focused on owning and operating high-quality businesses that benefit from barriers to entry and/or low production costs.

Brookfield Business Partners is the flagship listed business services and industrials company of Brookfield Asset Management, a leading global alternative asset manager with over $600 billion of assets under management. More information is available at www.brookfield.com.

Brookfield Business Partners is listed on the New York and Toronto stock exchanges. For more information, please visit our website at https://bbu.brookfield.com.

Please note that Brookfield Business Partners’ previous audited annual and unaudited quarterly reports have been filed on SEDAR and Edgar, and are available at https://bbu.brookfield.com/reports-and-filings. Hard copies of the annual and quarterly reports can be obtained free of charge upon request.

For more information, please contact:

Media:

Claire Holland
Tel: +1 (416) 369-8236
Email: [email protected]

Investors:

Alan Fleming
Tel: +1 (416) 645-2736
Email: [email protected]

Conference Call and Quarterly Earnings Webcast Details

Investors, analysts and other interested parties can access Brookfield Business Partners’ first quarter 2021 results as well as the Letter to Unitholders and Supplemental Information on our website under the Reports & Filings section at https://bbu.brookfield.com

The conference call can be accessed via webcast on May 5, 2021 at 11:00 a.m. Eastern Time at https://bbu.brookfield.com or via teleconference at +1 (866) 688-9431 toll free in the U.S. and Canada. For overseas calls please dial +1 (409) 216-0818, at approximately 10:50 a.m. Eastern Time. The Conference ID is 1596494. A recording of the conference call will be available until May 11, 2021 by dialing +1 (855) 859-2056 toll-free in the U.S. and Canada or +1 (404) 537-3406 for overseas calls (Conference ID 1596494). A replay of the webcast will be available at https://bbu.brookfield.com.

Cautionary Statement Regarding Forward-looking Statements and Information

Note: This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Brookfield Business Partners, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.”

Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the actual results, performance or achievements of Brookfield Business Partners to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; including as a result of the ongoing novel coronavirus pandemic (“COVID-19”); the behavior of financial markets, including fluctuations in interest and foreign exchange rates; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; strategic actions including dispositions; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the ability to appropriately manage human capital; the effect of applying future accounting changes; business competition; operational and reputational risks; technological change; changes in government regulation and legislation within the countries in which we operate; governmental investigations; litigation; changes in tax laws; ability to collect amounts owed; catastrophic events, such as earthquakes; hurricanes and pandemics/epidemics; the possible impact of international conflicts and other developments including terrorist acts and cyber terrorism; and other risks and factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States.

In addition, our future results may be impacted by the government mandated economic restrictions resulting from the ongoing COVID-19 pandemic and the related global reduction in commerce and travel and substantial volatility in stock markets worldwide, which may negatively impact our revenues, affect our ability to identify and complete future transactions, impact our liquidity position and result in a decrease of cash flows and impairment losses and/or revaluations on our investments and assets, and therefore we may be unable to achieve our expected returns. See “Risks Associated with the COVID-19 Pandemic” in the “Risks Factors” section included in our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 20-F for the year ended December 31, 2020.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, Brookfield Business Partners undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

Cautionary Statement Regarding the Use of Non-IFRS Measures

This news release contains references to Non-IFRS Measures. When determining Company FFO and Company EBITDA, we include our unitholders’ share of Company FFO and Company EBITDA for equity accounted investments. Company FFO and Company EBITDA are not generally accepted accounting measures under IFRS and therefore may differ from definitions used by other entities. We believe these metrics are useful supplemental measures that may assist investors in assessing the financial performance of Brookfield Business Partners and its subsidiaries. However, Company FFO and Company EBITDA should not be considered in isolation from, or as substitutes for, analysis of our financial statements prepared in accordance with IFRS.

References to Brookfield Business Partners are to Brookfield Business Partners L.P. together with its subsidiaries, controlled affiliates and operating entities. Brookfield Business Partners’ results include publicly held limited partnership units, redemption-exchange units, general partnership units and special limited partnership units. More detailed information on certain references made in this news release will be available in our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 6-K for the first quarter ended March 31, 2021.

Brookfield Business Partners L.P.

Consolidated Statements of Financial Position

	As at
US$ millions, unaudited	March 31, 2021				December 31, 2020

Assets
Cash and cash equivalents			$	2,637			$	2,743
Financial assets			9,761				8,796
Accounts and other receivable, net			5,158				4,989
Inventory and other assets			5,569				5,280
Property, plant and equipment			13,066				13,982
Deferred income tax assets			713				761
Intangible assets			10,803				11,261
Equity accounted investments			1,725				1,690
Goodwill			5,273				5,244
Total Assets			$	54,705			$	54,746

Liabilities and Equity
Liabilities
Corporate borrowings			$	515			$	610
Accounts payable and other			17,663				17,932
Non-recourse borrowings in subsidiaries of Brookfield Business Partners			22,159				23,166
Deferred income tax liabilities			1,567				1,701
			$	41,904			$	43,409
Equity
Limited partners	$	2,141			$	1,928
Non-Controlling interests attributable to:
Redemption-Exchange Units, Preferred Shares and Special Limited Partnership Units held by Brookfield Asset Management Inc.	1,913				1,564
Interest of others in operating subsidiaries	8,747				7,845
			12,801				11,337
Total Liabilities and Equity			$	54,705			$	54,746

Brookfield Business Partners L.P.

Consolidated Statements of Operating Results

US$ millions, unaudited	Three Months Ended March 31,
	2021			2020

Revenues	$	9,829		$	10,146
Direct operating costs	(8,436		)	(8,901		)
General and administrative expenses	(251		)	(244		)
Depreciation and amortization expense	(542		)	(538		)
Interest income (expense), net	(348		)	(364		)
Equity accounted income (loss), net	29			(9		)
Impairment expense, net	(201		)	(113		)
Gain (loss) on acquisitions/dispositions, net	1,807			183
Other income (expense), net	39			(217		)
Income (loss) before income tax	1,926			(57		)
Income tax (expense) recovery
Current	(193		)	(75		)
Deferred	34			98
Net income (loss)	$	1,767		$	(34	)
Attributable to:
Limited partners	$	281		$	(67	)
Non-controlling interests attributable to:
Redemption-Exchange Units held by Brookfield Asset Management Inc.	249			(59		)
Special Limited Partners	—			—
Interest of others in operating subsidiaries	$	1,237		$	92

Brookfield Business Partners L.P.

Statements of Company Funds from Operations

For the three months ended March 31, 2021 US$ millions, unaudited	Business Services			Infrastructure Services			Industrials			Corporate and Other			Total			Attributable to Non- controlling Interests			As per IFRS Financials
Revenues	$	1,922		$	480		$	771		$	—		$	3,173		$	6,656		$	9,829
Direct operating costs	(1,787		)	(355		)	(596		)	(3		)	(2,741		)	(5,695		)	(8,436		)
General and administrative expenses	(34		)	(17		)	(23		)	(22		)	(96		)	(155		)	(251		)
Equity accounted Company EBITDA⁵	3			28			20			—			51			45			96
Company EBITDA ^1,3,4	$	104		$	136		$	172		$	(25	)	$	387
Gain (loss) on acquisitions/dispositions, net⁶	—			—			402			—			402			732			1,134
Other income (expense), net⁷	(2		)	(1		)	—			—			(3		)	(10		)	(13		)
Interest income (expense), net	(12		)	(39		)	(58		)	(4		)	(113		)	(235		)	(348		)
Current income tax (expense) recovery⁸	(18		)	(7		)	(91		)	10			(106		)	(96		)	(202		)
Realized disposition gain, current income taxes and interest expense related to equity accounted investments⁵	(2		)	(16		)	(4		)	—			(22		)	(7		)	(29		)
Company FFO ^1,2,4	$	70		$	73		$	421		$	(19	)	$	545
Depreciation and amortization expense													(182		)	(360		)	(542		)
Impairment expense, net													(58		)	(143		)	(201		)
Gain (loss) on acquisitions/dispositions, net⁶													223			450			673
Current income tax (expense) recovery⁸													9			—			9
Other income (expense), net⁷													25			27			52
Deferred income tax (expense) recovery													(6		)	40			34
Non-cash items attributable to equity accounted investments⁵													(26		)	(12		)	(38		)
Net income (loss) ⁴													$	530		$	1,237		$	1,767

Notes:

The Statements of Company Funds from Operations above are prepared on a basis that is consistent with Brookfield Business Partners’ Supplemental Information and differs from net income as presented in Brookfield Business Partners’ Consolidated Statements of Operating Results on page 7 of this release, which is prepared in accordance with IFRS. Management uses Company FFO and Company EBITDA as key measures to evaluate operating performance. Readers are encouraged to consider all measures in assessing Brookfield Business Partners’ results.
Company FFO is presented as a net amount attributable to unitholders and is a non-IFRS measure and is calculated as our share of net income and equity accounted income excluding the impact of depreciation and amortization, deferred income taxes, transaction costs, non-cash valuation gains or losses, impairment expense and other items. In order to provide additional insight regarding performance on a cumulative realized basis, Company FFO includes realized disposition gains or losses, along with associated tax impacts, recorded in net income, other comprehensive income, or directly in equity, such as ownership changes. These include gains or losses arising from transactions during the reporting period together with fair value changes recorded in prior periods.
Company EBITDA is presented as a net amount attributable to unitholders and is a non-IFRS measure and is calculated as Company FFO excluding our share of realized disposition gains and losses, interest income and expense, and current income taxes.
Attributable to limited partnership unitholders, general partnership unitholders, special limited partnership unitholders and redemption-exchange unitholders.
The sum of these amounts equates to equity accounted income (loss), net of $29 million as per the unaudited interim condensed consolidated statements of operating results.
The sum of these amounts equates to gain (loss) on acquisitions/dispositions, net of $1,807 million as per the unaudited interim condensed consolidated statements of operating results.
The sum of these amounts equates to other income (expense), net of $39 million as per the unaudited interim condensed consolidated statements of operating results.
The sum of these amounts equates to current income tax (expense) recovery of $(193) million as per the unaudited interim condensed consolidated statements of operating results.

Brookfield Business Partners L.P.

Statements of Company Funds from Operations

For the three months ended March 31, 2020 US$ millions, unaudited	Business Services			Infrastructure Services			Industrials			Corporate and Other			Total			Attributable to Non- controlling Interests			As per IFRS Financials
Revenues	$	2,012		$	498		$	695		$	—		$	3,205		$	6,941		$	10,146
Direct operating costs	(1,965		)	(347		)	(528		)	(2		)	(2,842		)	(6,059		)	(8,901		)
General and administrative expenses	(36		)	(16		)	(29		)	(24		)	(105		)	(139		)	(244		)
Equity accounted Company EBITDA⁵	8			21			7			—			36			36			72
Company EBITDA ^1,3,4	$	19		$	156		$	145		$	(26	)	$	294
Gain (loss) on acquisitions/dispositions, net	46			—			(1		)	—			45			138			183
Other income (expense), net⁶	2			(3		)	—			—			(1		)	1			—
Interest income (expense), net	(15		)	(40		)	(65		)	6			(114		)	(250		)	(364		)
Current income tax (expense) recovery	(9		)	(2		)	(21		)	11			(21		)	(54		)	(75		)
Realized disposition gain, current income taxes and interest expense related to equity accounted investments⁵	(1		)	(7		)	(1		)	—			(9		)	(5		)	(14		)
Company FFO ^1,2,4	$	42		$	104		$	57		$	(9	)	$	194
Depreciation and amortization expense													(179		)	(359		)	(538		)
Impairment expense, net													(52		)	(61		)	(113		)
Other income (expense), net⁶													(96		)	(121		)	(217		)
Deferred income tax (expense) recovery													47			51			98
Non-cash items attributable to equity accounted investments⁵													(40		)	(27		)	(67		)
Net income (loss) ⁴													$	(126	)	$	92		$	(34	)

Notes:

The Statements of Company Funds from Operations above are prepared on a basis that is consistent with Brookfield Business Partners’ Supplemental Information and differs from net income as presented in Brookfield Business Partners’ Consolidated Statements of Operating Results on page 7 of this release, which is prepared in accordance with IFRS. Management uses Company FFO and Company EBITDA as key measures to evaluate operating performance. Readers are encouraged to consider all measures in assessing Brookfield Business Partners’ results.
Company FFO is presented as a net amount attributable to unitholders and is a non-IFRS measure and is calculated as our share of net income and equity accounted income excluding the impact of depreciation and amortization, deferred income taxes, transaction costs, non-cash valuation gains or losses, impairment expense and other items. In order to provide additional insight regarding performance on a cumulative realized basis, Company FFO includes realized disposition gains or losses, along with associated tax impacts, recorded in net income, other comprehensive income, or directly in equity, such as ownership changes. These include gains or losses arising from transactions during the reporting period together with fair value changes recorded in prior periods.
Company EBITDA is presented as a net amount attributable to unitholders and is a non-IFRS measure and is calculated as Company FFO excluding our share of realized disposition gains and losses, interest income and expense, and current income taxes.
Attributable to limited partnership unitholders, general partnership unitholders, special limited partnership unitholders and redemption-exchange unitholders.
The sum of these amounts equates to equity accounted income (loss), net of $(9) million as per the unaudited interim condensed consolidated statements of operating results.
The sum of these amounts equates to other income (expense), net of $(217) million as per the unaudited interim condensed consolidated statements of operating results.

May 5, 2021 6:43 am

American Tower Corporation Announces Proposed Public Offering of Common Stock

American Tower Corporation Announces Proposed Public Offering of Common Stock

BOSTON–(BUSINESS WIRE)–
American Tower Corporation (NYSE: AMT) today announced that, in connection with the funding of its transaction with Telxius Telecom, S.A., pursuant to which it expects to acquire Telxius’ European and Latin American tower divisions, comprising approximately 31,000 communications sites, American Tower intends to offer 8,500,000 shares of its common stock in a registered public offering, subject to market and other conditions. American Tower intends to grant the underwriters the option to purchase up to an additional 850,000 shares common stock to cover over-allotments, if any. This offering is not contingent upon consummation of the Telxius transaction.

American Tower expects to use the net proceeds from this offering, together with cash on hand and borrowings under its revolving credit facilities and term loans, to finance the Telxius transaction and to pay related fees and expenses. If for any reason the Telxius transaction is not completed, American Tower expects to use the net proceeds from this equity offering to repay existing indebtedness and for general corporate purposes.

BofA Securities is acting as lead book-running manager for the offering. Barclays, Citigroup, Morgan Stanley and RBC Capital Markets are also acting as joint book-running managers with respect to the offering.

This press release shall not constitute an offer to sell or a solicitation to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offerings are being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”). The offering will be made only by means of a prospectus supplement relating to the offering and the accompanying base prospectus, copies of which may be obtained by visiting the SEC’s website at www.sec.gov.

Alternatively, you may request the documents relating to the offering by contacting BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: [email protected]; Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Email: [email protected], Telephone: (888) 603-5847; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Email: [email protected], Telephone: (800) 831-9146; Morgan Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; or RBC Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, Email: [email protected], Telephone: (877) 822-4089.

About American Tower

American Tower, one of the largest global REITs, is a leading independent owner, operator and developer of multitenant communications real estate with a portfolio of approximately 187,000 communications sites. For more information about American Tower, please visit www.americantower.com.

Cautionary Language Regarding Forward-Looking Statements

This press release contains “forward-looking statements” concerning the Company’s goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions and other statements that are not necessarily based on historical facts. Actual results may differ materially from those indicated in the Company’s forward-looking statements as a result of various factors, including those factors set forth in Item 1A of its Form 10-K for the year ended December 31, 2020 under the caption “Risk Factors.” The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210505005533/en/

Igor Khislavsky

Vice President, Investor Relations

Telephone: (617) 375-7500

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property REIT

MEDIA:

Logo

May 5, 2021 6:38 am

Parsons Awarded $618 Million Cyber & Intelligence Task Order

CENTREVILLE, Va., May 05, 2021 (GLOBE NEWSWIRE) — Parsons Corporation (NYSE: PSN) was awarded a $618 million task order by the U.S. General Services Administration (GSA) for professional services that advance the Intelligence Community’s global cyber and intelligence technologies for C5ISR, exercise, operations, and information services (CEOIS).

“Our transformative acquisitions truly created a differentiated platform to rapidly provide mission-critical intelligence solutions in support of the customer’s mission,” said Paul Decker, executive vice president and general manager of Parsons’ cyber and intelligence market. “We look forward to working with the customer and bringing the dedicated talents of our employees to achieve mission success.”

Parsons will provide capabilities in open-source intelligence (OSINT), system engineering, integrated training, research and development, and rapid prototyping, enabling the customer’s ability to process, exploit, disseminate, and act on information against emerging and evolving threats.

The company’s experience rapidly developing and deploying full-spectrum cyber capabilities provide warfighters with access to critical information and data at the speed and scale required to gain and maintain their decision advantage.

About Parsons

Parsons (NYSE: PSN) is a leading disruptive technology provider in the global defense, intelligence, and critical infrastructure markets, with capabilities across cybersecurity, missile defense, space, connected infrastructure, and smart cities. Please visit parsons.com, and follow us on LinkedInand Facebook to learn how we’re making an impact.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends, and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results, and events may vary materially from those indicated in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results, or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others: any issue that compromises our relationships with the U.S. federal government or its agencies or other state, local, or foreign governments or agencies; any issues that damage our professional reputation; changes in governmental priorities that shift expenditures away from agencies or programs that we support; our dependence on long-term government contracts, which are subject to the government’s budgetary approval process; the size of our addressable markets and the amount of government spending on private contractors; failure by us or our employees to obtain and maintain necessary security clearances or certifications; failure to comply with numerous laws and regulations; changes in government procurement, contract or other practices or the adoption by governments of new laws, rules, regulations, and programs in a manner adverse to us; the termination or nonrenewal of our government contracts, particularly our contracts with the U.S. federal government; our ability to compete effectively in the competitive bidding process and delays, contract terminations, or cancellations caused by competitors’ protests of major contract awards received by us; our ability to generate revenue under certain of our contracts; any inability to attract, train, or retain employees with the requisite skills, experience, and security clearances; the loss of members of senior management or failure to develop new leaders; misconduct or other improper activities from our employees or subcontractors; our ability to realize the full value of our backlog and the timing of our receipt of revenue under contracts included in backlog; changes in the mix of our contracts and our ability to accurately estimate or otherwise recover expenses, time and resources for our contracts; changes in estimates used in recognizing revenue; internal system or service failures and security breaches; and inherent uncertainties and potential adverse developments in legal proceedings, including litigation, audits, reviews, and investigations, which may result in materially adverse judgments, settlements, or other unfavorable outcomes. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption “Risk Factors” in our Registration Statement on Form S-1 and our other filings with the Securities and Exchange Commission. All forward-looking statements are based on currently available information and speak only as of the date on which they are made. We assume no obligation to update any forward-looking statement made in this presentation that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

Media Contact:
Bryce McDevitt
+ 1 703.851.4425
[email protected]

Investor Relations Contact:
Dave Spille
+ 1 571.655.8264
[email protected]

May 5, 2021 6:37 am

Modiv Inc. Announces 7% Quarterly Increase in NAV

Newport Beach, Calif., May 05, 2021 (GLOBE NEWSWIRE) —

Modiv is modern real estate investing…made for you

Estimated NAV increase follows the 9.6% NAV gain announced January 29, 2021

NEWPORT BEACH, Calif. (May 5, 2021) — Modiv Inc. (the “Company”), an innovative real estate, fintech and proptech asset manager, today announced a $24.61 per share estimated net asset value (“NAV”) of its common stock as of March 31, 2021, which represents a 7% increase from the NAV as of December 31, 2020. The 7% increase from our last NAV follows the 9.6% gain in our prior NAV announced January 29, 2021.

“The NAV per share increase reflects the broader commercial real estate market’s resilience and recovery, as well as our ability to prudently manage our portfolio,” said Aaron Halfacre, Modiv’s Chief Executive Officer. “During the first quarter of 2021, we sold three assets, extended three leases and refinanced four properties, demonstrating our operational capabilities along with the appeal of our assets. Our team is focused on maximizing the value of our portfolio and growing the NAV as we execute our vision of being a leading tech-enabled real estate asset manager.”

Estimated NAV
The Company engaged Cushman & Wakefield to assist the board of directors with determining a fair value range of the Company’s real estate portfolio and a resulting estimated per share NAV. The new estimated per share NAV has been approved by the Company’s board of directors, including its independent directors.

The valuation was based upon the estimated market value of the Company’s assets, less the estimated market value of the Company’s liabilities, divided by the total fully diluted shares outstanding as of March 31, 2021 and was performed consistent with the Company’s previously-disclosed Net Asset Value Calculation and Valuation Procedures. The estimated NAV does not reflect any “portfolio premium,” nor does it reflect an enterprise value for the Company. The board of directors intends to continue providing an estimated per share NAV on a quarterly basis to better reflect current market conditions and any portfolio-specific activities, as well as providing transparency for investors.

Operational Updates
In addition to the updated per share NAV, the Company provided several other operational updates:

The Company successfully completed its transition to Modiv Inc., effective February 1, 2021.
Three assets were sold for gross proceeds of $13.7 million.
Three five-year lease renewals were completed, consisting of a Northrop Grumman office in Florida and two Dollar General stores in Ohio.
Four properties were refinanced with a weighted average interest rate of 3.72% and more than five years of average term.
The Company entered into an innovative partnership with Forge Trust to provide no-custodial-cost self-directed IRAs to Modiv investors.

“Modiv’s foundation is built on a quality real estate portfolio backed by creditworthy tenants,” Halfacre added. “We believe there is upside potential by leveraging our asset management and acquisition platforms to increase portfolio value and scale. Additionally, we continue to expand our strategic relationships, explore opportunities that may arise in the proptech and fintech industries that complement our crowdfunding business model, and look to introduce new product offerings later this year.”

Modiv is the only company to have crowdfunded directly from individual investors a $400+ million real estate fund that holds title to all of its properties and charges no management or performance fees to its investors, although certain expenses related to operating a public company apply.

Forward-Looking Statements
Certain statements contained herein, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act, Section 21E of the Exchange Act and other applicable law. These statements include, but are not limited to, statements related to the resiliency of the broader markets, the Company’s ability to maximize performance and the estimated NAV, the Company’s ability to continue to manage its portfolio and execute on its strategy, opportunities in the fintech and proptech industries, and introducing new product offerings. Cushman & Wakefield relied on forward-looking information, some of which was provided by or on behalf of the Company, in preparing its valuation materials. Therefore, neither such statements nor Cushman & Wakefield’s valuation materials are intended to, nor shall they, serve as a guarantee of the Company’s performance in future periods. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements, including, but not limited to, the Company’s inability to continue to pay a monthly distribution at the current rate and the Company’s inability to maximize the value of the Company’s portfolio. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Actual events occurring after the Company’s determination of an estimated per share NAV may cause the value of, and returns on, the Company’s investments to be less than those used for purposes of determining the Company’s estimated per share NAV.

About Modiv
Modiv Inc., a real estate, fintech and proptech asset manager, is reimagining modern real estate investing for individual investors. Driven by innovation, an investor-first focus and an experienced management team, Modiv has created one of the largest non-listed real estate investment funds to be raised via crowdfunding technology and the first real estate crowdfunding platform to be completely investor-owned. Modiv provides individual investors access to real estate and real estate-related investments designed to provide both income and long-term growth. To learn more, visit modiv.com.

Contact
Senior Vice President, RUBENSTEIN
Alex J. Stockham
[email protected]
646.251.3736

May 5, 2021 6:34 am

SPX FLOW Reports First Quarter 2021 Financial Results

Strong Results Demonstrate the Benefits of Higher Quality Revenue and Balanced Capital Allocation

First Quarter 2021 Highlights:

– Significant year-over-year organic growth in revenue and orders driven by short-cycle momentum

– Reported operating margin of 7.1%; Adjusted operating margin of 11.3% up 550 points year-over-year leveraging volume recovery and mix benefits of 80/20 implementation

– Balanced capital allocation framework progressing following initiation of quarterly dividend in March and announced acquisition of Philadelphia Mixing Solutions in April

– Raising expectation for full-year organic revenue growth to the high end of the prior range

PR Newswire

CHARLOTTE, N.C., May 5, 2021 /PRNewswire/ — SPX FLOW, Inc. (NYSE:FLOW) a leading provider of process solutions for the nutrition, health and industrial markets, today reported results for the quarter ended April 3, 2021.

“Our strong first quarter results highlight the increasing momentum in our strategy to be a premier process solution company, and our talented team’s capabilities to meet our commitments of growth and improved operating performance,” said Marc Michael, SPX FLOW President and CEO. “We’ve built an efficient operational model with a culture of productivity, and we are investing in our business to deliver reliable outcomes through economic cycles. Our implementation of 80/20 principles creates a focus on key customers and products, resulting in a better customer experience, higher quality revenues and improved margins. We expect to build upon our performance as we move through 2021 and beyond.”

“We are also making meaningful strides in systematically allocating capital,” Michael said. “We increased capital expenditures in our operations and investment in research and development to support our organic growth plans. We also closed the UTG Mixing acquisition in Q1, and last week, we signed a definitive agreement to acquire Philadelphia Mixing Solutions. Both transactions align to our strategy in process mixing and demonstrate our disciplined programmatic approach to inorganic growth. We are returning capital to shareholders through the company’s first ever dividend announced March 10th, and through our ongoing share repurchase program. We are pleased to be delivering on the balanced capital allocations plan laid out at our recent Investor Day, and we are committed to creating value for all our stakeholders.”

“We are devoted to the ongoing success of SPX FLOW by focusing on profitable growth driven by our strategic agenda and talented staff, supported by 80/20 principles. Our disciplined focus on growing earnings allows us to reinvest in the business, execute on strategic acquisitions and distribute excess cash to our shareholders.” concluded Michael.

Outlook:

Following the strong organic revenue growth achieved in the first quarter, SPX FLOW is raising its expectation for full-year organic growth to the high end of the prior range of low-single to mid-single digits. The company remains focused on profitable growth and high return investments both in 2021 and over the long-term as outlined at its recent investor day. This strategy is generating improved quality and mix of revenue which was evident in the first quarter with gross margin rising approximately 40 basis points year-over-year. When combined with its 80/20 segmentation, project selectivity and productivity initiatives, the company expects to achieve sequential operating margin improvement throughout 2021.

First Quarter 2021 Consolidated Results (continuing operations unless otherwise noted)

$ millions	Q1 2021			Q1 2020			Variance	Organic Variance
Backlog	$	564.7		$	517.0		9.2%	(0.2)%
Orders	371.5			317.0			17.2%	10.2%
Revenues	363.8			289.5			25.7%	18.5%

Segment Income	50.0			28.8			73.6%
Margin %	13.7		%	9.9		%	380 bps
Operating income	25.9			8.6			201.2%
Margin %	7.1		%	3.0		%	410 bps
Adjusted operating income*	41.1			16.7
Margin %	11.3		%	5.8		%	550 bps

Operating cash flow from (used in) continuing operations	5.3			(32.2)
Adjusted free cash flow used in continuing operations*	(1.1)			(40.6)

Income (loss) from continuing operations, net of tax	18.9			(0.3)
Adjusted EBITDA from continuing operations*	47.6			22.0

Note: The commentary below is compared to the prior-year period. All comments refer to organic changes with respect to continuing operations unless otherwise noted, which exclude the effects of currency fluctuations and business combinations.

Backlog was up 9.2%, or $47.7 million primarily due to the positive impact of foreign exchange rates. Organically, backlog was flat with growth in the Nutrition & Health segment offset by declines in the Industrial segment.
Orders increased 10.2% organically, or $32.3 million, driven by a 32.6% increase in the Nutrition and Health segment orders, and a 4.4% decline in the Industrial segment.
Revenues increased 25.7%, or $74.3 million driven by an 18.5% increase in organic revenues which was nearly evenly split between both reporting segments.
Segment income was $50.0 million, up 73.6%, and segment margin increased by 380 basis points to 13.7%. The increase in segment income was primarily driven by operating leverage across both segments related to meaningful volume recovery along with the benefits of improved mix.
Operating income was $25.9 million, or 7.1% of revenues. After excluding discrete, non-operational and non-cash items and reclassifying transitional services income, adjusted operating income* was $41.1 million, or 11.3% of revenues, up 550 basis points year-over-year on a comparable basis.
Adjusted free cash flow* used across all operations was $1.1 million, including investments of $9.3 million on capital expenditures and excluding $3.1 million on restructuring actions.
Industrial segment revenues increased 26.7%, primarily driven by a 17.9% increase in organic revenues related to volume recovery in short cycle end markets. Segment income was $21.4 million, up 127.7% and margin increased by 490 basis points to 11.1%. The increase in segment income was primarily driven by operating leverage related to meaningful volume recovery along with an improved mix of higher quality revenue.
Nutrition & Health segment revenues increased 24.5% primarily driven by a 19.1% increase in organic revenues related to volume recovery for components and aftermarket. Segment income was $28.6 million, up 47.4%, and margin increased by 260 basis points to 16.7%. The increase in segment income was primarily driven by operating leverage related to meaningful volume recovery along with an improved mix of higher quality revenue.

OTHER ITEMS

About SPX FLOW, Inc.

:
Based in Charlotte, N.C., SPX FLOW, Inc. (NYSE: FLOW) improves the world through innovative and sustainable solutions. The company’s product offering is concentrated in process technologies that perform mixing, blending, fluid handling, separation, thermal heat transfer and other activities that are integral to processes performed across a wide variety of nutrition, health and industrial markets. SPX FLOW had approximately $1.4 billion in 2020 annual revenues and has operations in more than 30 countries and sales in more than 140 countries. To learn more about SPX FLOW, please visit

www.spxflow.com

.

*Non-GAAP measure. See attached schedules for reconciliation from most comparable GAAP measure. Management believes these Non-GAAP metrics are commonly used financial measures for investors to evaluate our operating performance for the periods presented, and when read in conjunction with our condensed consolidated financial statements, present a useful tool to evaluate continuing operations and provide investors with metrics they can use to evaluate our management of the business from period to period. In addition, these are some of the factors we use in internal evaluations of the overall performance of our business.

Management acknowledges that there are many items that impact a company’s reported results and the adjustments reflected in these Non-GAAP measures are not intended to present all items that may have impacted these results. In addition, these Non-GAAP measures are not necessarily comparable to similarly-titled measures used by other companies.

Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. The words “expects,” “anticipates,” “plans,” “targets,” “projects,” “believes,” “estimates,” “forecasts,” “intends,” “should,” “could,” “would,” “will,” “may” and similar expressions identify forward-looking statements. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements are only predictions. Actual events or results may differ materially because of market conditions or other factors, and forward-looking statements should not be relied upon as a prediction of actual results. Among other factors that may affect future performance are: the impact of the global outbreak of COVID-19 and governmental and other actions taken in response; cyclical changes and specific industry events in the company’s markets; changes in anticipated capital investment and maintenance expenditures by customers; availability, limitations or cost increases of raw materials, component products and/or commodities that cannot be recovered in product pricing; overruns, the incurrence of delays, penalties or liquidated damages with respect to long-term fixed-price contracts; international economic, political, legal, accounting and business developments adversely affecting the company’s ability to do business in emerging markets; ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions; inadequate performance by third-party suppliers and subcontractors for outsourced products; defects or errors in current or planned products; potential labor disputes, extreme weather conditions and natural and other disasters; compliance costs associated with environmental laws and regulations; threats associated with and efforts to combat terrorism and cyber-security risks; global competitive market conditions, including global reactions to U.S. trade policies, and resulting effects on sales and pricing; and global economic factors, including currency exchange rates, difficulties entering new markets and general economic conditions such as inflation, deflation, interest rates and credit availability. These risk factors may not be exhaustive. Further, the company operates in a continually changing business environment and cannot predict new risk factors that may arise as a result of these and other changes. Statements in this press release speak only as of the date of this press release, and SPX FLOW disclaims any responsibility to update or revise such statements.

Investor Contact

:

Scott Gaffner

VP, Investor Relations and Strategic Insights
704-752-4485
[email protected]

Media Contact

:

Peter Smolowitz

External Communications Manager
704-341-2915
[email protected]

SPX FLOW, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share amounts)

	Three months ended
	April 3, 2021		March 28, 2020
Revenues	$	363.8	$	289.5
Cost of products sold	235.3		188.4
Gross profit	128.5		101.1
Selling, general and administrative	90.4		85.2
Intangible amortization	3.0		2.8
Asset impairment charges	—		1.9
Restructuring and other related charges	9.2		2.6
Operating income	25.9		8.6

Other income (expense), net	6.3		(1.5)
Interest expense, net	(4.9)		(8.1)
Income (loss) from continuing operations before income taxes	27.3		(1.0)
Income tax benefit (provision)	(8.3)		0.9
Income (loss) from continuing operations	19.0		(0.1)
Loss from discontinued operations, net of tax	(0.3)		(5.1)
Net income (loss)	18.7		(5.2)
Less: Net income attributable to noncontrolling interests	0.1		0.1
Net income (loss) attributable to SPX FLOW, Inc.	$	18.6	$	(5.3)

Amounts attributable to SPX FLOW, Inc. common shareholders:
Income (loss) from continuing operations, net of tax	$	18.9	$	(0.3)
Loss from discontinued operations, net of tax	(0.3)		(5.0)
Net income (loss) attributable to SPX FLOW, Inc.	$	18.6	$	(5.3)

Basic income (loss) per share of common stock:
Income (loss) per share from continuing operations	$	0.45	$	(0.01)
Loss per share from discontinued operations	(0.01)		(0.12)
Net income (loss) per share attributable to SPX FLOW, Inc.	0.44		(0.12)
Diluted income (loss) per share of common stock:
Income (loss) per share from continuing operations	$	0.45	$	(0.01)
Loss per share from discontinued operations	(0.01)		(0.12)
Net income (loss) per share attributable to SPX FLOW, Inc.	0.44		(0.12)

Weighted average number of common shares outstanding – basic	41.999		42.570
Weighted average number of common shares outstanding – diluted	42.069		42.570

SPX FLOW, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions)

	April 3, 2021		December 31, 2020
ASSETS
Current assets:
Cash and equivalents	$	380.7	$	441.5
Accounts receivable, net	242.3		232.6
Contract assets	27.4		24.4
Inventories, net	211.0		199.3
Other current assets	30.7		27.4
Total current assets	892.1		925.2
Property, plant and equipment:
Land	21.6		22.8
Buildings and leasehold improvements	170.9		176.8
Machinery and equipment	343.9		349.1
	536.4		548.7
Accumulated depreciation	(309.3)		(320.6)
Property, plant and equipment, net	227.1		228.1
Goodwill	587.1		569.7
Intangibles, net	201.7		206.0
Other assets	174.2		169.5
TOTAL ASSETS	$	2,082.2	$	2,098.5

LIABILITIES, MEZZANINE EQUITY AND EQUITY
Current liabilities:
Accounts payable	$	167.0	$	149.1
Contract liabilities	125.2		119.5
Accrued expenses	166.9		178.7
Income taxes payable	24.4		23.0
Short-term debt	12.0		12.5
Current maturities of long-term debt	0.1		0.1
Total current liabilities	495.6		482.9
Long-term debt	397.5		397.3
Deferred and other income taxes	37.8		36.6
Other long-term liabilities	114.8		117.5
Total long-term liabilities	550.1		551.4
Mezzanine equity	3.3		3.4
Equity:
SPX FLOW, Inc. shareholders’ equity:
Common stock	0.4		0.4
Paid-in capital	1,710.1		1,696.9
Accumulated deficit	(348.5)		(363.3)
Accumulated other comprehensive loss	(265.9)		(226.4)
Common stock in treasury	(62.5)		(46.2)
Total SPX FLOW, Inc. shareholders’ equity	1,033.6		1,061.4
Noncontrolling interests	(0.4)		(0.6)
Total equity	1,033.2		1,060.8
TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY	$	2,082.2	$	2,098.5

SPX FLOW, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)

	Three months ended
	April 3, 2021		March 28, 2020
Cash flows from (used in) operating activities:
Net income (loss)	$	18.7	$	(5.2)
Less: Loss from discontinued operations, net of tax	(0.3)		(5.1)
Income (loss) from continuing operations	19.0		(0.1)
Adjustments to reconcile income (loss) from continuing operations to net cash from (used in) operating activities:
Restructuring and other related charges	9.2		2.6
Asset impairment charges	—		1.9
Deferred income taxes	0.8		—
Depreciation and amortization	9.8		9.8
Stock-based compensation	2.8		3.2
Pension and other employee benefits	0.3		0.4
Losses (gains) on asset sales and other, net	(0.1)		0.5
Gain on change in fair value of investment in equity security	(5.4)		—
Changes in operating assets and liabilities, net of effects from business acquisition and discontinued operations:
Accounts receivable and other assets	(18.2)		17.3
Contract assets and liabilities, net	4.0		(1.7)
Inventories	(13.1)		(15.2)
Accounts payable, accrued expenses and other	(0.7)		(48.6)
Cash spending on restructuring actions	(3.1)		(2.3)
Net cash from (used in) continuing operations	5.3		(32.2)
Net cash used in discontinued operations	(0.2)		(0.5)
Net cash from (used in) operating activities	5.1		(32.7)
Cash flows used in investing activities:
Proceeds from asset sales and other, net	0.2		—
Capital expenditures	(9.3)		(4.7)
Business acquisition, net of cash acquired of $2.9	(38.0)		—
Net cash used in continuing operations	(47.1)		(4.7)
Net cash used in discontinued operations	—		(5.5)
Net cash used in investing activities	(47.1)		(10.2)
Cash flows used in financing activities:
Repayments of purchase card program, net	(0.6)		(7.7)
Repayments of other financing arrangements	(1.2)		(0.2)
Purchases of common stock	(9.9)		—
Minimum withholdings paid on behalf of employees for net share settlements, net	(6.4)		(6.4)
Proceeds from the exercise of employee stock options	10.4		—
Dividends paid to noncontrolling interests in subsidiary	—		(1.2)
Net cash used in continuing operations	(7.7)		(15.5)
Net cash used in discontinued operations	—		(0.3)
Net cash used in financing activities	(7.7)		(15.8)
Change in cash, cash equivalents and restricted cash due to changes in foreign currency exchange rates	(11.2)		(0.9)
Net change in cash, cash equivalents and restricted cash	(60.9)		(59.6)
Consolidated cash, cash equivalents and restricted cash, beginning of period	441.6		303.4
Consolidated cash, cash equivalents and restricted cash, end of period	$	380.7	$	243.8

SPX FLOW, INC. AND SUBSIDIARIES
ADJUSTED FREE CASH FLOW RECONCILIATION
(Unaudited; in millions)

	Three months ended
	April 3, 2021		March 28, 2020
Net cash flow from (used in) operating activities – continuing and discontinued operations	$	5.1	$	(32.7)
Capital expenditures – continuing and discontinued operations	(9.3)		(10.2)
Free cash flow used in operations – continuing and discontinued operations	(4.2)		(42.9)
Cash spending on restructuring actions	3.1		2.3
Adjusted free cash flow used in operations	$	(1.1)	$	(40.6)

SPX FLOW, INC. AND SUBSIDIARIES
RESULTS OF REPORTABLE SEGMENTS
(Unaudited; in millions)

	As of and for the three months ended
	April 3, 2021		March 28, 2020		Δ		%/bps
Nutrition and Health
Backlog	$	288.5	$	251.5	$	37.0	14.7%
Orders	$	172.8	$	125.2	$	47.6	38.0%
Revenues	$	171.6	$	137.8	$	33.8	24.5%

Segment income	$	28.6	$	19.4	$	9.2	47.4%
Intangible amortization expense	1.6		1.5		0.1
Adjusted segment income	$	30.2	$	20.9	$	9.3	44.5%
as a percent of revenues	17.6%		15.2%				240bps

Industrial
Backlog	$	276.2	$	265.5	$	10.7	4.0%
Orders	$	198.7	$	191.8	$	6.9	3.6%
Revenues	$	192.2	$	151.7	$	40.5	26.7%

Segment income	$	21.4	$	9.4	$	12.0	127.7%
Intangible amortization expense	1.4		1.3		0.1
Purchase accounting – amortization of inventory fair value adjustment	0.5		—		0.5
Adjusted segment income	$	23.3	$	10.7	$	12.6	117.8%
as a percent of revenues	12.1%		7.1%				500bps

Consolidated Backlog	$	564.7	$	517.0	$	47.7	9.2%
Consolidated Orders	$	371.5	$	317.0	$	54.5	17.2%
Consolidated Revenues	$	363.8	$	289.5	$	74.3	25.7%

Consolidated Segment Income	$	50.0	$	28.8	$	21.2	73.6%
Consolidated Adjusted Segment Income	$	53.5	$	31.6	$	21.9	69.3%
as a percent of revenues	14.7%		10.9%				*380bps*

Consolidated Adjusted Segment Income	$	53.5	$	31.6	$	21.9
Less: Intangible amortization expense	(3.0)		(2.8)		(0.2)
Less: Purchase accounting – amortization of inventory fair value adjustment	(0.5)		—		(0.5)
Consolidated Segment Income	50.0		28.8		21.2
Corporate expense	14.7		15.5		(0.8)
Pension and postretirement service costs	0.2		0.2		—
Asset impairment charges	—		1.9		(1.9)
Restructuring and other related charges	9.2		2.6		6.6
Consolidated Operating Income	$	25.9	$	8.6	$	17.3	201.2%
as a percent of revenues	7.1%		3.0%				410bps

SPX FLOW, INC. AND SUBSIDIARIES
ADJUSTED OPERATING INCOME RECONCILIATION
(Unaudited; in millions)

	Three months ended
	April 3, 2021		March 28, 2020
Operating income	$	25.9	$	8.6
Charges and fees associated with strategic actions	—		0.8
Charges associated with certain M&A activities	1.5		—
Restructuring and other related charges	9.2		2.6
Asset impairment charges	—		1.9
Reduction of SG&A costs associated with transition services income	1.0		—
Purchase accounting – amortization of inventory fair value adjustment	0.5		—
Intangible amortization	3.0		2.8
Adjusted operating income	$	41.1	$	16.7

SPX FLOW, INC. AND SUBSIDIARIES
ORGANIC REVENUE RECONCILIATION
(Unaudited)

	Three months ended April 3, 2021
	Net Revenue Growth		Foreign Currency		Business Combinations		Organic Revenue Growth
Nutrition and Health	24.5	%	5.4	%	—	%	19.1	%
Industrial	26.7	%	4.9	%	3.9	%	17.9	%
Consolidated	25.7	%	5.2	%	2.0	%	18.5	%

SPX FLOW, INC. AND SUBSIDIARIES
ADJUSTED EBITDA FROM CONTINUING OPERATIONS RECONCILIATION
(Unaudited; in millions)

	Three months ended
	April 3, 2021		March 28, 2020
Net income (loss) attributable to SPX FLOW, Inc. from continuing operations	$	18.9	$	(0.3)

Income tax provision (benefit)	8.3		(0.9)
Interest expense, net	4.9		8.1
Depreciation and amortization	9.8		9.8
EBITDA from continuing operations	41.9		16.7
Charges and fees associated with strategic actions	—		0.8
Charges associated with certain M&A activities	1.5		—
Restructuring and other related charges	9.2		2.6
Asset impairment charges	—		1.9
Fair value adjustment related to an equity security	(5.4)		—
Gains on asset sales and other, net	(0.1)		—
Purchase accounting – amortization of inventory fair value adjustment	0.5		—
Adjusted EBITDA from continuing operations	$	47.6	$	22.0

SPX FLOW, INC. AND SUBSIDIARIES
ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS RECONCILIATION
(Unaudited)

	Three months ended
	April 3, 2021		March 28, 2020
Diluted earnings (loss) per share from continuing operations	$	0.45	$	(0.01)
Charges and fees associated with strategic actions, net of tax	—		0.01
Charges associated with certain M&A activities, net of tax	0.03		—
Restructuring and other related charges, net of tax	0.17		0.05
Asset impairment charges, net of tax	—		0.03
Fair value adjustment related to an equity security, net of tax	(0.10)		—
Purchase accounting – amortization of inventory fair value adjustment, net of tax	0.01		—
Intangible amortization, net of tax	0.05		0.05
Discrete tax charges (benefits)	—		(0.02)
Adjusted diluted earnings per share from continuing operations	$	0.61	$	0.11

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SOURCE SPX FLOW, Inc.

May 5, 2021 6:34 am

NiSource Reports First Quarter 2021 Results

– Safety & asset modernization, renewable generation transition, customer affordability remain top priorities

– Equity unit issuance significantly de-risked financing strategy

– Renewable generation advances with investments now totaling ~$2.0B

– Narrowed 2021 guidance (diluted NOEPS) to the upper half of the previous range and reaffirmed all other near- and long-term growth rates outlined at Investor Day

PR Newswire

MERRILLVILLE, Ind., May 5, 2021 /PRNewswire/ — NiSource Inc. (NYSE: NI) today announced, on a GAAP basis, net income available to common shareholders for the three months ended March 31, 2021 of $281.7 million, or $0.72 diluted earnings per share, compared to a net income available to common shareholders of $61.8 million, or $0.16 diluted earnings per share, for the same period of 2020.

NiSource also reported non-GAAP net operating earnings available to common shareholders of $304.8 million, or $0.77 diluted earnings per share, for the three months ended March 31, 2021, compared to non-GAAP net operating earnings available to common shareholders of $290.9 million, or $0.76 diluted earnings per share, for the same period of 2020. Schedule 1 of this press release contains a complete reconciliation of GAAP measures to non-GAAP measures.

“With the successful completion of last month’s convertible issuance, NiSource is well positioned to execute the next stage of our growth plan, driven by safety and asset modernization programs, as well as our electric generation transition strategy,” said NiSource President and CEO Joe Hamrock. “In Indiana, we kicked off our 2021 Integrated Resource Plan (IRP) process, which will inform our strategy beyond 2023, and we initiated four new renewable energy projects in 2021. We continue to expect that our infrastructure and generation investments will drive compound annual growth of 7 to 9% in diluted net operating earnings per share from 2021 through 2024 while reducing greenhouse gas emissions 90% by 2030.”

2021 and Long-Term Financial Commitments Reaffirmed

NiSource is narrowing its 2021 non-GAAP diluted net operating earnings guidance to $1.32 to $1.36 per share, which represents the upper half of the previous range. The company expects to make capital investments of $1.9 billion to $2.1 billion in 2021.

As outlined at its 2020 Investor Day, NiSource continues to expect to grow its diluted net operating earnings per share by 7 to 9% on a compound annual growth rate basis from 2021 through 2024, including near-term annual growth of 5 to 7% through 2023.

NiSource expects to make capital investments totaling approximately $10 billion through 2024, comprised of annual investments of $1.9 to $2.2 billion for growth, safety, and modernization, and an additional $2 billion in total for renewable generation. These investments are expected to drive compound annual rate base growth of 10 to 12% for each of our businesses through 2024.

NiSource remains committed to maintaining its current investment-grade credit ratings. The company has investment-grade ratings with Fitch Ratings (BBB), Moody’s (Baa2) and Standard & Poor’s (BBB+). As of March 31, 2021, NiSource had approximately $1.9 billion in net available liquidity, consisting of cash and available capacity under its credit facility and accounts receivable securitization programs.

NiSource reminds investors that it does not provide a GAAP equivalent of its earnings guidance due to the impact of unpredictable factors such as fluctuations in weather, material asset sales and impairments, and other unusual and infrequent items included in GAAP results.

System-wide Safety Enhancements Update

The Safety Management System (SMS) is an established operating model within NiSource. Safety milestones in the first quarter of 2021 include:

Continued advancement of our SMS within both electric and gas segments
Commencement of third party SMS validation for accreditation in 2022
Enhancements to Quality Management System, including expanded field quality auditing capabilities and monthly critical process reviews to drive continuous safety performance improvement
Achieving Gold Shovel Standard (GSS) Certification, and all contractors performing gas excavation work for any NiSource company are required to comply with GSS standards

“Advances in SMS in the first quarter demonstrate our commitment to strengthening our culture of accountability, where any employee can identify and report risk, including the authority to stop work whenever necessary. We are enhancing process safety with layers of protection and accountability for effective asset management to reduce risk,” Hamrock said.

First Quarter 2021 and Recent Business Highlights

Electric Operations

Northern Indiana Public Service Company (NIPSCO) continues to execute on an electric generation transition consistent with the preferred pathway from its 2018 Integrated Resource Plan (IRP). The 2018 IRP outlines plans to retire nearly 80% of its remaining coal-fired generation by 2023, and retire all coal generation by the end of 2028, to be replaced by lower-cost, reliable and cleaner options. The plan is expected to be a key element of a 90% reduction in NiSource’s greenhouse gas emissions by 2030 compared with 2005 levels, and to save NIPSCO electric customers more than $4 billion over 30 years.

NIPSCO has executed agreements representing approximately $2.0 billion of renewable generation investments. The projects these agreements support represent NIPSCO’s investment interest in the replacement capacity, which equates to approximately half of the total capacity needed. The remaining new capacity is in the form of power purchase agreements (PPAs). The planned retirement of the Michigan City Generating Station could create additional NIPSCO capital investment opportunities.

Recent electric operations highlights include:

NIPSCO kicked off its 2021 Integrated Resource Plan process in March, which includes the public stakeholder meetings that will be conducted over the course of the year with the IRP report submitted to the Indiana Utility Regulatory Commission (IURC) by November 2021.
NIPSCO and EDP Renewables recently announced a build transfer agreement (BTA) and a long-term power purchase agreement (PPA) for two renewable energy projects in Indiana, respectively, Indiana Crossroads Solar Park, which is anticipated to become operational in 2022, and Indiana Crossroads II, a wind project expected to become operational in 2023.
NIPSCO and Invenergy announced a build transfer agreement to bring 250 megawatts of solar energy to Indiana with the Fairbanks Solar project, which is expected to begin commercial operations in fall 2023.
In addition, NIPSCO and Capital Dynamics signed a build transfer agreement for a 200 megawatt Indiana solar energy project, Elliott Solar.
There are now a total of 14 renewable energy projects announced as part of NiSource’s customer-centric “Your Energy, Your Future” initiative, which includes the generation transition plan at NIPSCO and likely fills the balance of capacity necessary to replace the retiring units at Schahfer.
NIPSCO filed its notice to terminate the current Electric Transmission, Distribution and Storage Improvement Charge (TDSIC) plan on April 1, and will file a new Electric TDSIC plan on or soon after June 1, 2021. The plan will include long-term investments in modernizing the company’s electric infrastructure with some projects that were previously identified in the latest TDSIC plan and newly identified projects aimed at enhancing service and reliability for customers.

Gas Distribution Operations

The Pennsylvania Public Utility Commission issued an order in Columbia Gas of Pennsylvania’sbase rate case in February, approving an annual revenue increase of $63.5 million, to invest in, modernize and upgrade the company’s existing natural gas distribution system as well as maintain the continued safety of the system. The Commission also approved an ROE of 9.86%, with rates effective as of January 23, 2021.
Columbia Gas of Pennsylvaniaalso filed its base rate case in March 2021 requesting an annual revenue increase of $98.3 million to support its ongoing safety and modernization program.
Columbia Gas of Ohio continues to execute on its Infrastructure Replacement Program, a long-term modernization program, with approval of its calendar year 2020 investment on April 21, 2021 providing $22.2 million in revenue. COH is also seeking to recover costs associated with its Capital Expenditure Program, the capital recovery program for other investments in COH’s facilities, and has proposed to recover $18.3 million in incremental revenue for its calendar year 2020 investment.
NIPSCO continues to execute on its long-term gas modernization program, which includes nearly $950 million in capital investments to be made through 2025 and recovered through semi-annual adjustments to the Gas Transmission, Distribution and Storage Improvement Charge (TDSIC) tracker.
Columbia Gas of Kentucky continues its annual investment program for safety modification and replacement of eligible facilities (mains, services, meters and appurtenances). An Order was received on April 30 from the Kentucky Public Service Commission approving $40 million in construction activity in progress for the calendar year 2021, with $2.6 million of incremental revenue.
Continued execution of safety/asset modernization programs.
NiSource has joined the Low-Carbon Resources Initiative, which is accelerating development and demonstration of low- and zero-carbon energy technologies such as clean hydrogen, bioenergy and renewable natural gas.

Additional information for the quarter ended March 31, 2021, is available on the Investors section of www.nisource.com, including segment and financial information and our presentation to be discussed at the company’s first quarter 2021 earnings conference call scheduled for May 5, 2021 at 11 a.m. ET.

About NiSource
NiSource Inc. (NYSE: NI) is one of the largest fully-regulated utility companies in the United States, serving approximately 3.2 million natural gas customers and 500,000 electric customers across six states through its local Columbia Gas and NIPSCO brands. Based in Merrillville, Indiana, NiSource’s approximately 7,500 employees are focused on safely delivering reliable and affordable energy to our customers and communities we serve. NiSource is a member of the Dow Jones Sustainability – North America Index and the Bloomberg Gender Equality Index and has been named by Forbes magazine among America’s Best Large Employers since 2016. Additional information about NiSource, its investments in modern infrastructure and systems, its commitments and its local brands can be found at www.nisource.com. Follow us at www.facebook.com/nisource,www.linkedin.com/company/nisource or www.twitter.com/nisourceinc. NI-F

Forward-Looking Statements
This press release contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Investors and prospective investors should understand that many factors govern whether any forward-looking statement contained herein will be or can be realized. Any one of those factors could cause actual results to differ materially from those projected. These forward-looking statements include, but are not limited to, statements concerning our plans, strategies, objectives, expected performance, expenditures, recovery of expenditures through rates, stated on either a consolidated or segment basis, and any and all underlying assumptions and other statements that are other than statements of historical fact. Expressions of future goals and expectations and similar expressions, including “may,” “will,” “should,” “could,” “would,” “aims,” “seeks,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “forecast,” and “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. All forward-looking statements are based on assumptions that management believes to be reasonable; however, there can be no assurance that actual results will not differ materially.

Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this press release include, among other things, our ability to execute our business plan or growth strategy, including utility infrastructure investments; potential incidents and other operating risks associated with our business; our ability to adapt to, and manage costs related to, advances in technology; impacts related to our aging infrastructure; our ability to obtain sufficient insurance coverage and whether such coverage will protect us against significant losses; the success of our electric generation strategy; construction risks and natural gas costs and supply risks; fluctuations in demand from residential and commercial customers; fluctuations in the price of energy commodities and related transportation costs or an inability to obtain an adequate, reliable and cost-effective fuel supply to meet customer demands; the attraction and retention of a qualified workforce and ability to maintain good labor relations; our ability to manage new initiatives and organizational changes; the performance of third-party suppliers and service providers; potential cyber-attacks; any damage to our reputation; any remaining liabilities or impact related to the sale of Massachusetts Business; the impacts of natural disasters, potential terrorist attacks or other catastrophic events; the impacts of climate change and extreme weather conditions; our debt obligations; any changes to our credit rating or the credit rating of certain of our subsidiaries; any adverse effects related to our equity units; adverse economic and capital market conditions or increases in interest rates; economic regulation and the impact of regulatory rate reviews; our ability to obtain expected financial or regulatory outcomes; continuing and potential future impacts from the COVID-19 pandemic; economic conditions in certain industries; the reliability of customers and suppliers to fulfill their payment and contractual obligations; the ability of our subsidiaries to generate cash; pension funding obligations; potential impairments of goodwill; changes in the method for determining LIBOR and the potential replacement of the LIBOR benchmark interest rate; the outcome of legal and regulatory proceedings, investigations, incidents, claims and litigation; potential remaining liabilities related to the Greater Lawrence Incident; compliance with the agreements entered into with the U.S. Attorney’s Office to settle the U.S. Attorney’s Office’s investigation relating to the Greater Lawrence Incident; compliance with applicable laws, regulations and tariffs; compliance with environmental laws and the costs of associated liabilities; changes in taxation; and other matters set forth in Item 1, “Business,” Item 1A, “Risk Factors” and Part II. Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the company’s annual report on Form 10-K for the year ended December 31, 2020; and item 1A, “Risk Factors,” of the company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, some of which risks are beyond our control. In addition, the relative contributions to profitability by each business segment, and the assumptions underlying the forward-looking statements relating thereto, may change over time.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to the future results over time or otherwise, except as required by law.

Regulation G Disclosure Statement
This press release includes financial results and guidance for NiSource with respect to net operating earnings available to common shareholders, which is a non-GAAP financial measure as defined by the Securities and Exchange Commission’s (SEC) Regulation G. The company includes this measure because management believes it permits investors to view the company’s performance using the same tools that management uses and to better evaluate the company’s ongoing business performance. With respect to such guidance, it should be noted that there will likely be a difference between this measure and its GAAP equivalent due to various factors, including, but not limited to, fluctuations in weather, the impact of asset sales and impairments, and other items included in GAAP results. The company is not able to estimate the impact of such factors on GAAP earnings and, as such, is not providing earnings guidance on a GAAP basis. In addition, the company is not able to provide a reconciliation of its non-GAAP net operating earnings guidance to its GAAP equivalent without unreasonable efforts.

Schedule 1 – Reconciliation of Consolidated Net Income Available to Common Shareholders to Net
Operating Earnings Available to Common Shareholders (Non-GAAP) (unaudited)

			Three Months Ended
			March 31,
(in millions, except per share amounts)			2021	2020
GAAP Net Income Available to Common Shareholders			$ 281.7	$ 61.8
Adjustments to Operating Income:
	Operating Revenues:
		Weather – compared to normal	9.0	26.3
	Operating Expenses:
		Greater Lawrence Incident⁽¹⁾	5.8	8.1
		NiSource Next intiative⁽²⁾	9.7	–
		Massachusetts Business sale related amounts⁽³⁾	6.9	280.2
		Gain on sale of assets, net	–	(0.1)
Total adjustments to operating income			31.4	314.5
	Income Taxes:
		Tax effect of above items⁽⁴⁾	(8.3)	(85.4)
Total adjustments to net income			23.1	229.1
Net Operating Earnings Available to Common Shareholders (Non-GAAP)			$ 304.8	$ 290.9
Average Common Shares Outstanding⁽⁵⁾			393.9	383.1
GAAP Diluted Earnings Per Share			$ 0.72	$ 0.16
Adjustments to diluted earnings per share			0.05	0.60
Non-GAAP Diluted Net Operating Earnings Per Share			$ 0.77	$ 0.76

⁽¹⁾Represents costs incurred for estimated third-party claims and related other expenses as a result of the Greater Lawrence Incident.

⁽²⁾Represents incremental severance and third-party consulting costs incurred in connection with the NiSource Next initiative.

⁽³⁾2021 represents loss incurred for the Massachusetts Business primarily due to net working capital adjustments on the final purchase price. 2020 represents loss recorded as a result of measuring the assets and liabilities of the Massachusetts Business at fair value, less costs to sell.


⁽⁴⁾Represents income tax expense calculated using the statutory tax rates by legal entity.
⁽⁵⁾Beginning in 2021, we changed our Non-GAAP measure from Basic to Diluted Net Operating Earnings per Share. Diluted Average Common Shares Outstanding would have been 384.1M in 2020, resulting in no change to Non-GAAP Net Operating Earnings per Share of $0.76.

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SOURCE NiSource Inc.

May 5, 2021 6:34 am

BorgWarner Reports Record Net Sales For The First Quarter 2021, Up 76% Compared With First Quarter 2020

PR Newswire

AUBURN HILLS, Mich., May 5, 2021 /PRNewswire/ — BorgWarner Inc. (NYSE: BWA) today reported first quarter results.

First Quarter Highlights:

U.S. GAAP net sales of $4,009 million, up 76% compared with first quarter 2020.

Excluding the impact of foreign currencies and the net impact of acquisitions and divestitures, organic sales were up 18% compared with first quarter 2020.

U.S. GAAP net earnings of $0.27 per diluted share.

Excluding the $(0.94) per diluted share related to non-comparable items (detailed in the table below), adjusted net earnings were $1.21 per diluted share.

U.S. GAAP operating income of $403 million, or 10.1% of net sales.

Excluding the $41 million of pretax expenses related to non-comparable items, adjusted operating income was $444 million. Excluding the impact of non-comparable items, adjusted operating income was 11.1% of net sales.

Net cash provided by operating activities of $342 million.

Free cash flow was $147 million.

Financial Results:
The Company believes the following table is useful in highlighting non-comparable items that impacted its U.S. GAAP net earnings per diluted share. The Company defines adjusted earnings per diluted share as earnings per diluted share adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations, other gains and losses not reflective of the Company’s ongoing operations, and related tax effects.

	Three Months Ended March 31,
	2021		2020
Earnings per diluted share	$	0.27	$	0.63

Non-comparable items:
Restructuring expense	0.12		0.06
Merger, acquisition and divestiture expense	0.04		0.10
Unrealized loss on equity securities	0.87		0.04
Tax adjustments	(0.09)		(0.06)

Adjusted earnings per diluted share	$	1.21	$	0.77

Net sales were $4,009 million for the first quarter 2021, up 76% from $2,279 million for the first quarter 2020, due to the acquisition of Delphi Technologies, increased demand for the Company’s products and the recovery of global markets from the negative effects of COVID-19 on 2020 production. Net earnings for the first quarter 2021 were $65 million, or $0.27 per diluted share, compared with net earnings of $129 million, or $0.63 per diluted share, for the first quarter 2020. Adjusted net earnings per diluted share for the first quarter 2021 were $1.21, up from adjusted net earnings per diluted share of $0.77 for the first quarter 2020. Adjusted net earnings for the first quarter 2021 excluded net non-comparable items of $(0.94) per diluted share. Adjusted net earnings for the first quarter 2020 excluded net non-comparable items of $(0.14) per diluted share. These items are listed in the table above, which is provided by the Company for comparison with other results and the most directly comparable U.S. GAAP measures. The increase in adjusted net earnings was primarily due to the impact of higher sales and earnings from the acquisition of Delphi Technologies. The impact of foreign currencies increased net sales by approximately $194 million and increased adjusted operating income by approximately $25 million for first quarter 2021, compared with the first quarter 2020.

Net cash provided by operating activities was $342 million for the first three months of 2021, compared with $263 million for the first three months of 2020. Investments in capital expenditures, including tooling outlays, totaled $195 million for the first three months of 2021, compared with $117 million for the first three months of 2020. Compared with the end of 2020, balance sheet debt at the end of the first quarter 2021 decreased $28 million, while cash and cash equivalents increased by $105 million.

Air Management Segment Results: The Air Management segment net sales were $2,011 million during the first quarter 2021, compared with $1,434 million during the first quarter 2020. Excluding the impact of foreign currencies but including the estimated growth in Delphi Technologies-related revenue over pro forma 2020 Delphi Technologies revenue, organic sales were up 14% from the prior year. Adjusted earnings before interest, income taxes and non-controlling interest (“Adj. EBIT”) were $322 million, or 16.0% of sales, during the first quarter 2021, compared to $208 million, or 14.5% of sales, in the prior year. The increase in Adj. EBIT was primarily due to the impact of higher sales and the acquisition of Delphi Technologies.

e-Propulsion & Drivetrain Segment Results: e-Propulsion & Drivetrain segment net sales were $1,466 million during the first quarter 2021, compared with $860 million during the first quarter 2020. Excluding the impact of foreign currencies but including the estimated growth in Delphi Technologies-related revenue over pro forma 2020 Delphi Technologies revenue, organic sales were up 36% from the prior year. Adj. EBIT was $137 million, or 9.3% of sales, during the first quarter 2021, compared to $63 million, or 7.3% of sales, in the prior year. The increase in Adj. EBIT was primarily due to the impact of higher sales and the acquisition of Delphi Technologies.

Fuel Injection Segment Results: The Fuel Injection segment’s net sales and Adj. EBIT in the first quarter 2021 were $475 million and $33 million, respectively. Excluding the impact of foreign currencies but including the estimated growth in Delphi Technologies-related revenue over pro forma 2020 Delphi Technologies revenue, organic sales were up 9%. The Adj. EBIT margin was 6.9% in the first quarter 2021. This is a new segment following the Delphi Technologies acquisition.

Aftermarket Segment Results: The Aftermarket segment’s net sales and Adj. EBIT in the first quarter 2021 were $197 million and $21 million, respectively. Excluding the impact of foreign currencies but including the estimated growth in Delphi Technologies-related revenue over pro forma 2020 Delphi Technologies revenue, organic sales were up 11%. The Adj. EBIT margin was 10.7% in the first quarter 2021. This is a new segment following the Delphi Technologies acquisition.

Full Year 2021 Guidance: For the full-year 2021, net sales are expected to be in the range of $14.8 billion to $15.4 billion, under the assumption that there are no additional production disruptions arising from COVID-19. This implies a year-over-year increase in organic sales of 12% to 17%. The Company expects its weighted light and commercial vehicle markets to increase in the range of approximately 9% to 12% in 2021. Foreign currencies are expected to result in a year-over-year increase in sales of approximately $400 million primarily due to the strengthening of the Euro and Chinese renminbi against the U.S. dollar.

Operating margin is expected to be in the range of 8.7% to 9.4%. Excluding the impact of non-comparable items, adjusted operating margin is expected to be in the range of 10.1% to 10.5%. Net earnings are expected to be within a range of $3.42 to $3.92 per diluted share. Excluding the impact of non-comparable items, adjusted net earnings are expected to be within a range of $4.00 to $4.35 per diluted share. Full-year operating cash flow is expected to be in the range of $1,525 million to $1,675 million, while free cash flow is expected to be in the range of $800 million to $900 million.

At 9:00 a.m. ET today, a brief conference call concerning first quarter 2021 results and guidance will be webcast at: http://www.borgwarner.com/en/Investors/default.aspx. Additionally, an earnings call presentation will be available at http://www.borgwarner.com/en/Investors/default.aspx.

BorgWarner Inc. (NYSE: BWA) is a global product leader in clean and efficient technology solutions for combustion, hybrid and electric vehicles. Building on its original equipment expertise, BorgWarner also brings market leading product and service solutions to the global aftermarket. With manufacturing and technical facilities in 96 locations in 24 countries, the Company employs approximately 50,000 worldwide. For more information, please visit borgwarner.com.

Forward-Looking Statements: Statements in this press release may constitute forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act (the “Act”) that are based on management’s current outlook, expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “could,” “designed,” “effect,” “estimates,” “evaluates,” “expects,” “forecasts,” “goal,” “initiative,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Further, all statements, other than statements of historical fact contained or incorporated by reference in this press release, that we expect or anticipate will or may occur in the future regarding our financial position, business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and growth of our business and operations, plans, references to future success and other such matters, are forward-looking statements. Accounting estimates, such as those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020 (“Form 10-K”), are inherently forward-looking. All forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of performance and the Company’s actual results may differ materially from those expressed, projected, or implied in or by the forward-looking statements.

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: uncertainties regarding the extent and duration of impacts of matters associated with the COVID-19/coronavirus pandemic (“COVID-19”), including additional production disruptions; the failure to realize the expected benefits of the acquisition of Delphi Technologies PLC that the Company completed on October 1, 2020; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to the acquired businesses; the possibility that the proposed transaction between the Company and AKASOL AG (“Proposed Transaction”) will not be consummated; failure to satisfy any of the conditions to the proposed transaction; failure to realize the expected benefits of the Proposed Transaction; our dependence on automotive and truck production, both of which are highly cyclical and subject to disruptions; our reliance on major original equipment manufacturers (“OEM”) customers; commodities availability and pricing; supply disruptions; fluctuations in interest rates and foreign currency exchange rates; availability of credit; our dependence on key management; our dependence on information systems; the uncertainty of the global economic environment; the outcome of existing or any future legal proceedings, including litigation with respect to various claims; future changes in laws and regulations, including, by way of example, tariffs, in the countries in which we operate; and the other risks, including, by way of example, pandemics and quarantines, noted in reports that we file with the Securities and Exchange Commission, including Item 1A, “Risk Factors” in our most recently-filed Form 10-K as updated by Item 1A of this report. We do not undertake any obligation to update or announce publicly any updates to or revisions to any of the forward-looking statements in this press release to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.

BorgWarner Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in millions, except per share amounts)
	Three Months Ended March 31,
	2021		2020
Net sales	$	4,009	$	2,279
Cost of sales	3,191		1,832
Gross profit	818		447
Gross margin	20.4%		19.6%

Selling, general and administrative expenses	377		213
Other operating expense, net	38		36
Operating income	403		198

Equity in affiliates’ earnings, net of tax	(12)		(5)
Unrealized loss on equity securities	272		9
Interest income	(3)		(2)
Interest expense	21		12
Other postretirement income	(11)		(2)
Earnings before income taxes and noncontrolling interest	136		186

Provision for income taxes	42		49
Net earnings	94		137

Net earnings attributable to noncontrolling interest, net of tax	29		8
Net earnings attributable to BorgWarner Inc.	$	65	$	129

Earnings per share — diluted	$	0.27	$	0.63

Weighted average shares outstanding — diluted	238.4		206.2

BorgWarner Inc.
Net Sales by Reporting Segment (Unaudited)
(in millions)
	Three Months Ended March 31,
	2021		2020
Air Management	$	2,011	$	1,434
e-Propulsion & Drivetrain	1,466		860
Fuel Injection	475		—
Aftermarket	197		—
Inter-segment eliminations	(140)		(15)
Net sales	$	4,009	$	2,279

Adjusted Earnings Before Interest, Income Taxes and Noncontrolling Interest (“Adj. EBIT”) (Unaudited)
(in millions)

	Three Months Ended March 31,
	2021		2020
Air Management	$	322	$	208
e-Propulsion & Drivetrain	137		63
Fuel Injection	33		—
Aftermarket	21		—
Segment Adjusted EBIT	513		271
Corporate, including stock-based compensation	69		37
Restructuring expense	30		15
Merger, acquisition and divestiture expense	13		21
Net gain on insurance recovery for property damage	(2)		—
Equity in affiliates’ earnings, net of tax	(12)		(5)
Unrealized loss on equity securities	272		9
Interest income	(3)		(2)
Interest expense	21		12
Other postretirement income	(11)		(2)
Earnings before income taxes and noncontrolling interest	136		186
Provision for income taxes	42		49
Net earnings	94		137
Net earnings attributable to noncontrolling interest, net of tax	29		8
Net earnings attributable to BorgWarner Inc.	$	65	$	129

BorgWarner Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in millions)

	March 31, 2021		December 31, 2020
ASSETS
Cash and cash equivalents	$	1,755	$	1,650
Receivables, net	3,153		2,919
Inventories, net	1,361		1,286
Prepayments and other current assets	313		312
Total current assets	6,582		6,167

Property, plant and equipment, net	4,449		4,591
Other non-current assets	4,940		5,271
Total assets	$	15,971	$	16,029

LIABILITIES AND EQUITY
Notes payable and other short-term debt	$	51	$	49
Accounts payable	2,485		2,352
Other current liabilities	1,385		1,409
Total current liabilities	3,921		3,810

Long-term debt	3,708		3,738
Other non-current liabilities	1,688		1,757

Total BorgWarner Inc. stockholders’ equity	6,367		6,428
Noncontrolling interest	287		296
Total equity	6,654		6,724
Total liabilities and equity	$	15,971	$	16,029

BorgWarner Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in millions)
	Three Months Ended March 31,
	2021		2020
OPERATING
Net cash provided by operating activities	$	342	$	263
INVESTING
Capital expenditures, including tooling outlays	(195)		(117)
Capital expenditures for damage to property, plant and equipment	(2)		—
Proceeds from settlement of net investment hedges, net	11		1
Proceeds from asset disposals and other, net	1		(4)
Net cash used in investing activities	(185)		(120)

FINANCING
Net increase in notes payable	7		—
Additions to debt	22		13
Payments for debt issuance costs	(1)		—
Repayments of debt, including current portion	(26)		(14)
Payments for stock-based compensation items	(13)		(12)
Dividends paid to BorgWarner stockholders	(40)		(35)
Dividends paid to noncontrolling stockholders	—		(14)
Net cash used in financing activities	(51)		(62)
Effect of exchange rate changes on cash	(1)		(12)
Net increase in cash and cash equivalents	105		69
Cash and cash equivalents at beginning of year	1,650		832
Cash and cash equivalents at end of period	$	1,755	$	901

Supplemental Information (Unaudited)
(in millions)
	Three Months Ended March 31,
	2021		2020
Depreciation and amortization	$	195	$	112

Non-GAAP Financial Measures
This press release contains information about BorgWarner’s financial results that is not presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Such non-GAAP financial measures are reconciled to their closest GAAP financial measures below and in the Financial Results table above. The provision of these comparable GAAP financial measures for 2021 is not intended to indicate that BorgWarner is explicitly or implicitly providing projections on those GAAP financial measures, and actual results for such measures are likely to vary from those presented. The reconciliations include all information reasonably available to the Company at the date of this press release and the adjustments that management can reasonably predict.

Management believes that these non-GAAP financial measures are useful to management, investors, and banking institutions in their analysis of the Company’s business and operating performance. Management also uses this information for operational planning and decision-making purposes.

Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, because not all companies use identical calculations, the non-GAAP financial measures as presented by BorgWarner may not be comparable to similarly titled measures reported by other companies.

Adjusted Operating Income and Adjusted Operating Margin
The Company defines adjusted operating income as operating income adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations, and other gains and losses not reflective of the Company’s ongoing operations. Adjusted operating margin is defined as adjusted operating income divided by net sales.

Adjusted Earnings per Diluted Share
The Company defines adjusted earnings per diluted share as earnings per diluted share adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations, other gains and losses not reflective of the Company’s ongoing operations, and related tax effects.

Free Cash Flow
The Company defines free cash flow as net cash provided by operating activities minus capital expenditures, including tooling outlays and it is useful to both management and investors in evaluating the Company’s ability to service and repay its debt.

Adjusted Operating Income and Adjusted Operating Margin
	Three Months Ended March 31,
(in millions)	2021		2020
Net sales	$	4,009	$	2,279

Operating income	$	403	$	198
Operating margin	10.1%		8.7%

Non-comparable items:
Restructuring expense	$	30	$	15
Merger, acquisition and divestiture expense	13		21
Net gain on insurance recovery for property damage	(2)		—
Adjusted operating income	$	444	$	234
Adjusted operating margin	11.1%		10.3%

Free Cash Flow Reconciliation
	Three Months Ended March 31,
(in millions)	2021		2020
Net cash provided by operating activities	$	342	$	263
Capital expenditures, including tooling outlays	$	(195)	$	(117)
Free cash flow	$	147	$	146

First Quarter 2021 Organic Net Sales Change (Unaudited)
(in millions)	Q1 2020 Net Sales		FX		Q1 2020 Delphi Technologies Impact		Market Impact, Pricing & Other		Q1 2021 Net Sales		Organic Net Sales Change
Air Management	$	1,434	$	98	$	249	$	230	$	2,011	13.7%
e-Propulsion & Drivetrain	860		63		172		371		1,466		35.9%
Fuel Injection	—		29		411		35		475		8.5%
Aftermarket	—		4		174		19		197		10.9%
Inter-segment eliminations	(15)		—		(61)		(64)		(140)		—
Total	$	2,279	$	194	$	945	$	591	$	4,009	18.3%

Adjusted Operating Income and Adjusted Operating Margin Guidance Reconciliation
	Full-Year 2021 Guidance
(in millions)	Low		High
Net sales	$	14,800	$	15,400

Operating income	1,282		1,452
Operating margin	8.7%		9.4%

Non-comparable items:
Restructuring expense	$	200	$	150
Merger, acquisition and divestiture expense	20		20
Net gain on insurance recovery for property damage	(2)		(2)
Adjusted operating income	$	1,500	$	1,620
Adjusted operating margin	10.1%		10.5%

Adjusted Earnings Per Diluted Share Guidance Reconciliation
	Full-Year 2021 Guidance
	Low		High
Earnings per Diluted Share	$	3.42	$	3.92

Non-comparable items:
Restructuring expense	0.58		0.43
Merger, acquisition and divestiture expense	0.09		0.09
Tax adjustments	(0.09)		(0.09)

Adjusted Earnings per Diluted Share	$	4.00	$	4.35

Free Cash Flow Guidance Reconciliation
	Full Year 2021 Guidance
(in millions)	Low		High
Net cash provided by operating activities	$	1,525	$	1,675
Capital expenditures, including tooling outlays	$	(725)	$	(775)
Free cash flow	$	800	$	900

Pro Forma Financial Information
On October 1, 2020 BorgWarner completed its acquisition of Delphi Technologies PLC (Delphi Technologies). The 2020 pro forma unaudited quarterly financial information included herein includes the pro forma combined results of BorgWarner and Delphi Technologies for periods prior to October 1, 2020. The pro forma financial information for the three months ended March 31, 2020 and June 30, 2020 has been derived from the unaudited consolidated financial statements included in BorgWarner’s and Delphi Technologies’ Quarterly Reports on Form 10-Q for the three and six months ended June 30, 2020. The pro forma financial information for the three months ended September 30, 2020 has been derived from the unaudited consolidated financial statements included in BorgWarner’s Quarterly Report on Form 10-Q for the three months ended September 30, 2020 and from the books and records of Delphi Technologies for the same period. The pro forma financial information does not give effect to the transaction on periods prior to October 1, 2020 and is not necessarily indicative of either the actual consolidated results had the acquisition of Delphi Technologies occurred on January 1, 2020 or of future operating results.

Pro Forma Quarterly Net Sales and Adjusted Operating Income (Unaudited)

(in millions)	Pro forma Q1 2020		Pro forma Q2 2020		Pro forma Q3 2020		As Reported Q4 2020		Pro forma FY 2020
Air Management
Net sales	$	1,683	$	961	$	1,750	$	1,942	$	6,336
Adjusted EBIT	241		34		278		301		854
Adjusted EBIT Margin	14.3%		3.5%		15.9%		15.5%		13.5%

e-Propulsion & Drivetrain
Net sales	$	1,032	$	757	$	1,305	$	1,447	$	4,541
Adjusted EBIT	64		(4)		148		164		372
Adjusted EBIT Margin	6.2%		(0.5)%		11.3%		11.3%		8.2%

Fuel Injection
Net sales	$	411	$	250	$	410	$	479	$	1,550
Adjusted EBIT	20		(28)		31		39		62
Adjusted EBIT Margin	4.9%		(11.2)%		7.6%		8.1%		4.0%

Aftermarket
Net sales	$	174	$	129	$	195	$	194	$	692
Adjusted EBIT	15		6		18		22		61
Adjusted EBIT Margin	8.6%		4.7%		9.2%		11.3%		8.8%

Inter-segment eliminations	$	(76)	$	(43)	$	(72)	$	(136)	$	(327)
Corporate expenses	$	(66)	$	(60)	$	(79)	$	(78)	$	(283)

Total Company
Total net sales	$	3,224	$	2,054	$	3,588	$	3,926	$	12,792
Total adjusted operating income (loss)	274		(52)		396		448		1,066
Total adjusted operating income margin	8.5%		(2.5)%		11.0%		11.4%		8.3%

Key Definitions

The terms below are commonly used by management and investors in assessing ongoing financial performance.

Organic Net Sales Change: BorgWarner net sales change year over year excluding the estimated impact of foreign exchange (FX) and net M&A.

Market: Light and commercial vehicle production weighted for BorgWarner’s geographic exposure as estimated by BorgWarner.

Outgrowth: “Organic Net Sales Change” excluding Aftermarket segment vs. year-over-year change in “Market”.

View original content to download multimedia:http://www.prnewswire.com/news-releases/borgwarner-reports-record-net-sales-for-the-first-quarter-2021-up-76-compared-with-first-quarter-2020-301283920.html

SOURCE BorgWarner

May 5, 2021 6:34 am

Loblaw Reports 2021 First Quarter Results(1)

Canada NewsWire

BRAMPTON, ON, May 5, 2021 /CNW/ – Loblaw Companies Limited (TSX: L) (“Loblaw” or the “Company”) announced today its unaudited financial results for the first quarter ended March 27, 2021. The Company’s 2021 First Quarter Report to Shareholders will be available in the Investors section of the Company’s website at loblaw.ca and will be filed on SEDAR and available at sedar.com.

“A year into the pandemic, our stores, supply chain and digital assets have demonstrated resilience and innovation and are better prepared than ever to serve the needs of Canadians,” said Galen G. Weston, Executive Chairman, Loblaw Companies Limited. “Our strong financial results reflect continued momentum and positive consumer response to the value and services in our stores and our expanding online solutions.”

2021 FIRST QUARTER HIGHLIGHTS

Unless otherwise indicated, the following highlights include the impact of COVID-19.

Revenue was $11,872 million. This represented an increase of $72 million, or 0.6% when compared to the first quarter of 2020.
Retail segment sales were $11,670 million. This represented an increase of $86 million, or 0.7% when compared to the first quarter of 2020.

Food Retail (Loblaw) same-stores sales growth⁽⁴⁾ was 0.1%
Drug Retail (Shoppers Drug Mart) same-store sales decreased by 1.7%, with pharmacy same-store sales growth of 3.5% and front store same-store sales decreased by 6.4%

The Company’s e-commerce sales increased 133% compared to the first quarter of 2020.
The Company incurred approximately $48 million (2020 – $32 million) in COVID-19 related costs to ensure the safety and security of customers and colleagues.
Operating income was $617 million. This represented an increase of $76 million, or 14.0% when compared to the first quarter of 2020.
Adjusted EBITDA⁽²⁾ was $1,218 million. This represented an increase of $53 million, or 4.5% when compared to the first quarter of 2020.
Net earnings available to common shareholders of the Company were $313 million. This represented an increase of $73 million, or 30.4% when compared to the first quarter of 2020. Diluted net earnings per common share were $0.90. This represented an increase of $0.24, or 36.4% when compared to the first quarter of 2020.
Adjusted net earnings available to common shareholders of the Company⁽²⁾were $392 million. This represented an increase of $43 million, or 12.3% when compared to the first quarter of 2020.
Adjusted diluted net earnings per common share⁽²⁾ were $1.13. This represented an increase of $0.16, or 16.5% when compared to the first quarter of 2020.
The year over year improvement in financial performance was significantly impacted by the Financial Services segment as a result of a $20 million reduction in the expected credit loss provision in the current quarter and the lapping of the $50 million increase in the expected credit loss provision recorded in the first quarter of 2020.
The Company repurchased, for cancellation, 5.4 million common shares at a cost of $350 million.
The Company invested $203 million in capital expenditures and generated $288 million of free cash flow⁽²⁾.

See “News Release Endnotes” at the end of this News Release.

CONSOLIDATED RESULTS OF OPERATIONS

For the periods ended March 27, 2021 and March 21, 2020		2021			2020⁽⁴⁾
(millions of Canadian dollars except where otherwise indicated)	(12 weeks)				(12 weeks)			$ Change		% Change
Revenue		$	11,872		$	11,800		$	72	0.6	%
Operating income		617			541			76		14.0	%
Adjusted EBITDA⁽²⁾		1,218			1,165			53		4.5	%
Adjusted EBITDA margin⁽²⁾		10.3		%	9.9		%
Net earnings attributable to shareholders of the Company		$	316		$	243		$	73	30.0	%
Net earnings available to common shareholders of the Company⁽ⁱ⁾		313			240			73		30.4	%
Adjusted net earnings available to common shareholders of the Company⁽²⁾		392			349			43		12.3	%
Diluted net earnings per common share ($)		$	0.90		$	0.66		$	0.24	36.4	%
Adjusted diluted net earnings per common share⁽²⁾ ($)		$	1.13		$	0.97		$	0.16	16.5	%
Diluted weighted average common shares outstanding (in millions)		348.2			361.2

(i)	Net earnings available to common shareholders of the Company are net earnings attributable to shareholders of the Company net of dividends declared on the Company’s Second Preferred Shares, Series B.

REPORTABLE OPERATING SEGMENTS

The Company has two reportable operating segments with all material operations carried out in Canada:

The Retail segment consists primarily of corporate and franchise-owned retail food and Associate-owned drug stores. The Retail segment also includes in-store pharmacies and other health and beauty products and apparel and other general merchandise; and
The Financial Services segment provides credit card and everyday banking services, the PC Optimum™ Program, insurance brokerage services, and telecommunication services.

	2021											2020⁽⁴⁾
	(12 weeks)											(12 weeks)
For the periods ended March 27, 2021 and March 21, 2020	Retail			Financial Services		Eliminations⁽ⁱ⁾			Total			Retail			Financial Services		Eliminations⁽ⁱ⁾			Total
(millions of Canadian dollars)	Retail			Financial Services		Eliminations⁽ⁱ⁾			Total			Retail			Financial Services		Eliminations⁽ⁱ⁾			Total
Revenue	$	11,670		$	253	$	(51)		$	11,872		$	11,584		$	266	$	(50)		$	11,800
Adjusted gross profit⁽²⁾	$	3,533		$	216	$	(51)		$	3,698		$	3,450		$	241	$	(50)		$	3,641
Adjusted gross profit %⁽²⁾	30.3		%	N/A		—		%	31.1		%	29.8		%	N/A		—		%	30.9		%
Operating income	$	553		$	64	$	—		$	617		$	538		$	3	$	—		$	541
Net interest expense and other financing charges	144			16		—			160			150			22		—			172
Earnings before income taxes	$	409		$	48	$	—		$	457		$	388		$	(19)	$	—		$	369
Depreciation and amortization	$	601		$	9	$	—		$	610		$	589		$	5	$	—		$	594
Adjusted EBITDA⁽²⁾	1,145			73		—			1,218			1,157			8		—			1,165
Adjusted EBITDA margin⁽²⁾	9.8		%	N/A		—		%	10.3		%	10.0		%	N/A		—		%	9.9		%


(i)	Eliminations include the reclassification of revenue related to President’s Choice Financial^® Mastercard^® loyalty awards in the Financial Services segment.

RETAIL SEGMENT

Retail segment sales in the first quarter of 2021 were $11,670 million. This represented an increase of $86 million, or 0.7% when compared to the first quarter of 2020.

Food Retail (Loblaw) sales were $8,479 million and Food Retail same-store sales growth was 0.1% (2020 – 9.6%). During the first quarter of 2021, Food Retail experienced continued strong same-store sales growth before lapping the late first quarter of 2020 stock-up from the initial onset of the COVID-19 pandemic.

The Company’s Food Retail average article price was higher by 3.9% (2020 – 1.5%), which reflects the year over year growth in Food Retail revenue over the average number of articles sold in the Company’s stores in the quarter. The increase in average article price was due to sales mix; and,
Food Retail basket size increased and traffic decreased in the quarter, as compared to the first quarter of 2020.

Drug Retail (Shoppers Drug Mart) sales were $3,191 million, and Drug Retail same-store sales decreased by 1.7% (2020 – increased by 10.7%), with pharmacy same-store sales growth of 3.5% (2020 – 10.6%) and front store same-store sales declining 6.4% (2020 – growth of 10.7%). The Drug Retail same-store sales decline reflects the initial demand for grocery and pharmacy products late in the first quarter of 2020 following the onset of the COVID-19 pandemic in Canada.

On a same-store basis, the number of prescriptions dispensed decreased by 0.8% (2020 – increased by 5.5%) and the average prescription value increased by 2.4% (2020 – 4.8%).

Operating income in the first quarter of 2021 was $553 million. This represented an increase of $15 million, or 2.8% when compared to the first quarter of 2020.
Adjusted gross profit⁽²⁾ in the first quarter of 2021 was $3,533 million. This represented an increase of $83 million, or 2.4% when compared to the first quarter of 2020. Adjusted gross profit percentage⁽²⁾ of 30.3% increased by 50 basis points compared to the first quarter of 2020, from underlying improvements in business initiatives.
Adjusted EBITDA⁽²⁾ in the first quarter of 2021 was $1,145 million. This represented a decrease of $12 million, or 1.0% when compared to the first quarter of 2020. The decrease was driven by the lapping of the late first quarter of 2020 stock-up from the initial onset of the COVID-19 pandemic and the unfavourable increase in SG&A as described below. SG&A as a percentage of sales was 20.5%, an increase of 70 basis points compared to the first quarter of 2020. The unfavourable increase of 70 basis points was primarily due to COVID-19 related costs and incremental e-commerce labour costs as a result of increased online sales.
Depreciation and amortization in the first quarter of 2021 was $601 million, an increase of $12 million compared to the first quarter of 2020, primarily driven by an increase in IT assets and an increase in depreciation of leased assets. Included in depreciation and amortization was the amortization of intangibles assets related to the acquisition of Shoppers Drug Mart Corporation of $117 million (2020 – $119 million).

FINANCIAL SERVICES SEGMENT

Revenue in the first quarter of 2021 was $253 million. This represented a decrease of $13 million when compared to the first quarter of 2020. The decrease was primarily driven by lower interest income and credit card related fees attributable to a lower volume of credit card receivables, partially offset by higher sales attributable to The Mobile Shop^TM and higher interchange income from the increase in customer spending.
In the first quarter of 2021, earnings before income taxes were $48 million. This represented an increase in earnings of $67 million when compared to the first quarter of 2020. The increase was primarily driven by the $20 million reduction in the expected credit loss provision in the current quarter and the lapping of the $50 million increase in the expected credit loss provision recorded in the first quarter of 2020, lower contractual charge-off, lower funding costs, and the reversal of certain commodity taxes remitted. This was partially offset by lower revenue as described above and higher customer acquisition costs.

DECLARATION OF DIVIDENDS

Subsequent to the end of the first quarter of 2021, the Board of Directors declared a quarterly dividend on Common Shares and Second Preferred Shares, Series B.

Common Shares	$0.335 per common share, payable on July 1, 2021 to shareholders of record on June 15, 2021

Second Preferred Shares, Series B	$0.33125 per share, payable on June 30, 2021 to shareholders of record on June 15, 2021

OUTLOOK⁽³⁾

The Company cannot predict the precise impacts of COVID-19 on 2021 financial results. However, Loblaw anticipates that grocery sales will remain elevated due to continued impact of the pandemic, including the impact of lockdown measures in many jurisdictions. As economies reopen, revenue growth will be challenged while lapping elevated 2020 sales. Costs are expected to improve, as the Company laps elevated COVID-19 related expenses, and as Process & Efficiencies and Data-Driven Insights programs continue to deliver benefits. Moderate levels of regulatory reform are anticipated.

The Company previously announced that, on a full year basis, it expects:

its core Retail segment business to grow earnings faster than sales;
growth in PC Financial^® profitability;
EPS growth in the low double digits, excluding the impact of the 53rd week in the fourth quarter of fiscal year 2020;
to invest approximately $1.2 billion in capital expenditures, net of proceeds from property disposals; and
to return capital to shareholders by allocating a significant portion of free cash flow to share repurchases.

The Company delivered strong financial performance in the first quarter and that momentum has continued into the first four weeks of the second quarter, positioning the Company to exceed its full year EPS growth outlook. However, it is still early in the year and given the on-going uncertainty and volatility caused by the COVID-19 pandemic, the Company will not update its full year outlook at the current time.

The COVID-19 pandemic continued to impact the Company’s operations. In the first quarter, sales in the Food Retail business were positively impacted, however the company was lapping unprecedented demand and stockpiling towards the end of the quarter. Loblaw continued to deliver value in the categories that mean the most to consumers, maintaining conventional, drug and beauty market share improvements earned over the course of the pandemic. In Drug Retail, mix negatively affected front store sales and continued to negatively impact higher margin categories.

In the second quarter of 2021, the Company will be lapping last year’s surge in revenues and its highest quarter of COVID-19 related costs. In the four weeks following the end of the first quarter, Food same-store sales have declined slightly, while Drug same-store sales have trended positively, compared to same-store sales growth of 10.0% in Food Retail and a decline of 1.1% in Drug Retail in the second quarter of last year. The Company expects to incur COVID-19 related costs in the range of approximately $65 million – $75 million in the second quarter of 2021, compared to $282 million in COVID-19 related costs incurred in the second quarter of 2020.

Looking ahead, the COVID-19 pandemic has accelerated certain longer-term trends, enabling the Company to advance its strategic growth areas of Everyday Digital Retail, Connected Healthcare Network, and Payments and Rewards.

NON-GAAP FINANCIAL MEASURES

The Company uses non-GAAP financial measures as it believes these measures provide useful information to both management and investors with regard to accurately assessing the Company’s financial performance and financial condition.

Management uses these and other non-GAAP financial measures to exclude the impact of certain expenses and income that must be recognized under GAAP when analyzing underlying consolidated and segment operating performance, as the excluded items are not necessarily reflective of the Company’s underlying operating performance and make comparisons of underlying financial performance between periods difficult. The Company excludes additional items if it believes doing so would result in a more effective analysis of underlying operating performance. The exclusion of certain items does not imply that they are non-recurring.

These measures do not have a standardized meaning prescribed by GAAP and therefore they may not be comparable to similarly titled measures presented by other publicly traded companies and should not be construed as an alternative to other financial measures determined in accordance with GAAP.

For reconciliation to, and description of, the Company’s non-GAAP financial measures and financial metrics, please refer to Section 11 “Non-GAAP Financial Measures” of the Company’s 2021 First Quarter Report to Shareholders.

Non-GAAP Financial Measures Policy Change Effective First Quarter of 2021 In 2020, management undertook a review of historical adjusting items as part of an effort to reduce the number of items it excludes from its non-GAAP financial measures. Management concluded that, in order to present adjusting items in a manner more consistent with that of its Canadian and U.S. peers, the Company will no longer adjust for fixed asset and other related impairments (net of recoveries), certain restructuring and other related costs, pension settlement costs, statutory income tax rate changes or other items. For further details please refer to Section 11 “Non-GAAP Financial Measures” of the Company’s 2021 First Quarter Report to Shareholders.

FORWARD-LOOKING STATEMENTS

This News Release contains forward-looking statements about the Company’s objectives, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects, opportunities and legal and regulatory matters. Specific forward-looking statements in this News Release include, but are not limited to, statements with respect to the Company’s anticipated future results, events and plans, strategic initiatives and restructuring, regulatory changes including further healthcare reform, future liquidity, planned capital investments, and the status and impact of Information Technology systems implementations. These specific forward-looking statements are contained throughout this News Release including, without limitation, in the “Consolidated Results of Operations” and “Outlook” section of this News Release. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may”, “should” and similar expressions, as they relate to the Company and its management.

Forward-looking statements reflect the Company’s estimates, beliefs and assumptions, which are based on management’s perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The Company’s expectation of operating and financial performance in 2021 is based on certain assumptions including assumptions about the COVID-19 pandemic, healthcare reform impacts, anticipated cost savings and operating efficiencies and anticipated benefits from strategic initiatives. The Company’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events, including the COVID-19 pandemic and as such, are subject to change. The Company can give no assurance that such estimates, beliefs and assumptions will prove to be correct.

Numerous risks and uncertainties could cause the Company’s actual results to differ materially from those expressed, implied or projected in the forward-looking statements, including those described in the Company’s MD&A in the 2020 Annual Report and Section 4 “Risks” of the Company’s 2020 Annual Information Form for the year ended January 2, 2021, which include detailed risks and disclosure regarding COVID-19 and its impact on the Company.

Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company’s expectations only as of the date of this News Release. Except as required by law, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CORPORATE PROFILE

2020 Annual Report and 2021 First Quarter Report to Shareholders

The Company’s 2020 Annual Report and 2021 First Quarter Report to Shareholders are available in the “Investors” section of the Company’s website at loblaw.ca and on sedar.com.

Additional financial information has been filed electronically with various securities regulators in Canada through the System for Electronic Document Analysis and Retrieval (SEDAR) and with the Office of the Superintendent of Financial Institutions (OSFI) as the primary regulator for the Company’s subsidiary, President’s Choice Bank. The Company holds an analyst call shortly following the release of its quarterly results. These calls are archived in the “Investors” section of the Company’s website at loblaw.ca.

Conference Call and Webcast

Loblaw Companies Limited will host a conference call as well as an audio webcast on May 5, 2021 at 10:00 a.m. (ET).

To access via tele-conference, please dial (647) 427-7450 or (888) 231-8191. The playback will be made available approximately two hours after the event at (416) 849-0833 or (855) 859-2056, access code: 3578343. To access via audio webcast, please go to the “Investor” section of loblaw.ca. Pre-registration will be available.

Full details about the conference call and webcast are available on the Loblaw Companies Limited website at loblaw.ca.

Annual Meeting of Shareholders

The 2021 Annual Meeting of Shareholders of Loblaw Companies Limited will take place on May 6, 2021 at 11:00 a.m. (ET). Due to the public impact of the COVID-19 pandemic and in consideration of the health and safety of our shareholders, colleagues and the broader community, this year’s meeting will be held in a virtual meeting format only, by way of a live webcast. Shareholders will be able to listen, participate and vote at the meeting in real time through a live webcast online at https://web.lumiagm.com/474726351. See “How do I attend and participate at the virtual Meeting?” in the Management Proxy Circular dated March 26, 2021, which can be viewed online at

www.loblaw.ca or under Loblaw’s SEDAR profile at www.sedar.com, for detailed instructions on how to attend and vote at the meeting.

Please refer to the “Events and Presentations” or “Shareholder Services” page at loblaw.ca for additional details on the virtual meeting.


News Release Endnotes

(1)	This News Release contains forward-looking information. See “Forward-Looking Statements” section of this News Release and the Company’s 2021 First Quarter Report to Shareholders for a discussion of material factors that could cause actual results to differ materially from the forecasts and projections herein and of the material factors and assumptions that were used when making these statements. This News Release should be read in conjunction with Loblaw Companies Limited’s filings with securities regulators made from time to time, all of which can be found at sedar.com and at loblaw.ca.
(2)	See Section 11 “Non-GAAP Financial Measures” of the Company’s 2021 First Quarter Report to Shareholders, which includes the reconciliation of such non-GAAP measures to the most directly comparable GAAP measures.
(3)	To be read in conjunction with the “Forward-Looking Statements” section of this News Release and the Company’s 2021 First Quarter Report to Shareholders.
(4)	Certain figures have been restated due to the non-GAAP financial measures policy change. See section 11 “Non- GAAP Financial Measures” of the Company’s 2021 First Quarter Report to Shareholders.

SOURCE Loblaw Companies Limited

May 5, 2021 6:33 am

Parsons Reports First Quarter 2021 Results

Q1 2021 Financial Highlights

– Revenue of $875 million, includes $64 million of net adverse impact from COVID-19 and pass-through revenue

– Net income of $9 million and margin of 1.0%

– Adjusted EBITDA of $69 million and margin of 7.9%

– Book-to-bill ratio of 1.2x, driven by Critical Infrastructure book-to-bill ratio of 1.4x

– Total backlog increased 4.7% from the first quarter of 2020

Strategic Highlights

– Strong Q1 2021 with six contract wins over $100 million; great start to Q2 2021 with approximately $1 billion in contract wins in the quarter

– Strong Braxton performance and integration

– Recognized as a top employer by leading minority, women, and human rights organizations

– Updated executive compensation policy to tie a portion to core values including diversity, integrity, safety, and sustainability

PR Newswire

CENTREVILLE, Va., May 5, 2021 /PRNewswire/ — Parsons Corporation (NYSE: PSN) today announced financial results for the first quarter ended March 31, 2021.

CEO Commentary

“We delivered strong bookings and significant margin expansion with results in line with our internal expectations and historical seasonal patterns. We continue to win large new contracts and I credit that to our focus on technology solutions and our exceptional team,” said Chuck Harrington, chairman and chief executive officer of Parsons Corporation.

“We are off to a strong start to the second quarter with approximately $1 billion of awards, and we are excited about our positions in growing and enduring markets in both segments. Revenue growth will accelerate while margins will continue to expand and free cash flow conversion will remain strong as we benefit from our technology solutions aligned with the Biden Administration’s infrastructure and defense priorities and as we move beyond COVID and pass-through revenue headwinds. We will also continue to leverage our robust balance sheet for accretive acquisitions in line with our targeted M&A strategy.”

First Quarter 2021 Results

Total revenue for the first quarter of 2021 decreased by $96 million, or 10%, from the prior year period to $875 million. This decrease was primarily driven by $64 million of contract work impacted by the COVID-19 pandemic and lower pass-through revenue. Operating income increased 8% to $26 million primarily due to increased contract profitability, including contributions from the company’s high-margin Braxton acquisition. Net income decreased to $9 million and net income margin decreased to 1.0% from the prior year period. Diluted earnings per share (EPS) attributable to Parsons was $0.09 in the first quarter of 2021, compared to $0.13 in the prior year period.

Adjusted EBITDA including noncontrolling interests for the first quarter of 2021 was $69 million, a 14% increase over the prior year period. Adjusted EBITDA margin increased 170 basis points to 7.9%. Adjusted EPS increased to $0.34, compared to $0.33 in the first quarter of 2020.

Segment Results

Federal Solutions Segment

	Three Months Ended						Growth
	March 31, 2021			March 31, 2020			Dollars/ Percent			Percent
Revenue	$	452,069		$	477,571		$	(25,502)			-5	%
Adjusted EBITDA	$	32,057		$	31,709		$	348			1	%
Adjusted EBITDA margin		7.1	%		6.6	%		0.5	%		7	%

First quarter 2021 revenue decreased $26 million, or 5%, compared to the prior year period primarily due to approximately $27 million of net contract work impacted by COVID-19 and lower pass-through revenue, and contract transitions, offset by $31 million of acquisition revenue.

First quarter 2021 Federal Solutions adjusted EBITDA including noncontrolling interests increased by $0.3 million, or 1%, compared to the prior year period. Adjusted EBITDA margin increased 50 basis points to 7.1% from the first quarter of 2020. Adjusted EBITDA was relatively flat with the prior year period and the increase in adjusted EBITDA margin was driven by increased contract profitability and contributions from the Braxton acquisition.

Critical Infrastructure Segment

	Three Months Ended						Growth
	March 31, 2021			March 31, 2020			Dollars/ Percent			Percent
Revenue	$	422,628		$	493,422		$	(70,794)			-14	%
Adjusted EBITDA	$	36,642		$	28,787		$	7,855			27	%
Adjusted EBITDA margin		8.7	%		5.8	%		2.8	%		49	%

First quarter 2021 Critical Infrastructure revenue decreased $71 million, or 14%, compared to the prior year period. The decrease was primarily driven by approximately $37 million of net contract work impacted by COVID-19 and lower volume on contracts with pass-through revenue, as well as contract transitions.

First quarter 2021 adjusted EBITDA including noncontrolling interests increased by $8 million, or 27%, compared to the prior year period. Adjusted EBITDA margin increased 280 basis points to 8.7%. These increases were primarily driven by lower selling, general and administrative expenses and increased contract profitability.

First Quarter 2021 Key Performance Indicators

Book-to-bill ratio (first quarter): 1.2x on net bookings of $1.0 billion. Book-to-bill ratio (trailing twelve-months): 1.1x on net bookings of $4.2 billion.
Total backlog: $8.2 billion, a 4.7% increase from the first quarter of 2020.
Cash flow used in operating activities: First quarter 2021:$66 million, compared to cash flow used in operating activities of $119 million in the first quarter of 2020.
Net Debt: Cash and cash equivalents were $398 million and total debt was $640 million. The company’s net debt to trailing twelve-month adjusted EBITDA leverage ratio at the end of the first quarter of 2021 was 0.7x. The company defines net debt as total debt less cash and cash equivalents.

Recent Significant Contract Wins

Parsons continues to win large strategic contracts in growing and enduring markets. During the first quarter of 2021, the company won six contracts worth over $100 million. In addition, since the end Q1 2021, the company has won contracts totaling approximately $1 billion to date.

Awarded a $618 million contract by the General Services Administration (GSA) after the end of Q1 2021 for solutions that advance C5ISR, exercises, operations, and information services (CEOIS) for global partners including the Combatant Commands, Department of State, service components and Director of National Intelligence agencies.
Booked $140 million of work under the U.S. Postal Service’s (USPS) Nationwide Program Management Services (PMS) contract. Parsons’ experience in program management, architectural and engineering design, and construction management supports the USPS’ ongoing modernization and Americans with Disabilities Act access efforts ensuring uninterrupted delivery of reliable and affordable mail service to our nation and expanding access to USPS facilities.
Awarded a $114 million contract by Ashghal, the Public Works Authority of Qatar (PWA), to provide program and construction management services. Parsons has been a trusted partner for the PWA for over 20 years, and this project will continue to enhance the state of Qatar’s infrastructure by improving livability for residents and advancing future development plans.
Awarded an $80 million contract for program management by the Architect of the Capitol, Washington D.C., ensuring the continued progress and excellence of their projects from the U.S Capitol Campus; Northern Virginia; Fort Meade, Md.; and the Blue Plains Complex located in S.E Washington, D.C.
Awarded a 94 million CAD (~ $75 million USD) contract for new construction management work for remediation efforts on the Giant Mine in the Northwest Territories, Canada. The amended contract, for one of the largest environmental remediation projects in Canada, includes freeze pad construction for the highly innovative thermosyphon-based process that will freeze the arsenic trioxide waste in place at the mine improving the environment and health and safety of local residents and wildlife.
Awarded a $69 million contract by the U.S. Army Combat Capabilities Development Command Army Research Laboratory to develop exploratory, disruptive technology that will provide United States warfighters with the technological edge as part of the Army’s future vision.
Awarded a $45 million contract by the Central Texas Regional Mobility Authority for design work on improvements to United States Highway 183. These improvements will advance mobility goals in the region, providing a reliable transit route for motorists and emergency response crews, while building connections for shared use, including sidewalks and paths for bicycles and pedestrians with goals of reduced carbon emissions and improved safety for motorists, pedestrians, and cyclists.
Awarded a $12.6 billion multiple-award indefinite-delivery, indefinite-quantity (IDIQ) contract by the Defense Intelligence Agency (DIA) for the Solutions for Information Technology Enterprise III (SITE III). The SITE III contract provides managed services directed towards improving integration, information sharing, and information safeguarding through the use of a streamlined information technology (IT) approach.
Awarded a $2 billion multiple-award IDIQ contract by the U.S. Air Force Civil Engineer Center for architecture engineering capabilities, including design, construction management, and the restoration and modernization of Air Force Bases worldwide. Parsons looks forward to bringing advances in energy efficiency, climate resiliency, and application of renewable sources to maximize each installation’s potential and drive overall mission success.
Awarded a $250 million multiple-award IDIQ contract by the Naval Information Warfare Center (NIWC) Pacific for research, development, test, and technical engineering for maritime intelligence, surveillance, and reconnaissance (ISR) and information operations.
Awarded a $100 million multiple-award IDIQ contract by NIWC Pacific for support in the identification, implementation, development, and enhancement of Command, Control, Communications, Computers, & Intelligence (C4I) and the network-centric warfare.

Recent Additional Corporate Highlights

Parsons continues to be recognized for its long-standing industry leading Environmental, Social and Governance (ESG) initiatives. During the quarter, Parsons won distinguished awards for its hiring, diversity, and ethical business practices. In addition, the company updated its executive compensation policies to tie a portion to its core values.

Announced that Parsons’ board of directors elected Carey Smith as chief executive officer, effective July 1st, 2021. Ms. Smith succeeds Charles “Chuck” Harrington, who announced his retirement after nearly 40 years with the company. Harrington will continue to serve on Parsons’ Board as executive chairman upon his retirement.
Recognized as a top 50 company by both Minority Engineer Magazine and Woman Engineer Magazine. These publications select the top companies in the country for which they would most like to work or whom they believe would provide a positive working environment for minority and women engineers.
Recognized by the Human Rights Campaign Foundation’s 2021 Corporate Equality Index for its active support and inclusion of the lesbian, gay, bisexual, transgender, questioning (LGBTQ+) community.
Named by Ethisphere as one of the 2021 World’s Most Ethical Companies^®. The company has been honored with this recognition for 12 consecutive years.
Parsons’ Braxton subsidiary has been awarded the prestigious Tibbitts Award, which recognizes excellence in Small Business Innovation and Research (SBIR) and Small Business Technology Transfer efforts.
Parsons Board meets quarterly to discuss its ESG initiatives and starting in 2021 the company’s CEO and other named executive officers will have a portion of their annual bonuses tied to the company’s core values of diversity, integrity, safety, sustainability, quality, and innovation, of which employee diversity is the largest component.

Fiscal Year 2021 Guidance

The company is reiterating the fiscal year 2021 guidance it issued on February 24, 2021, based on its financial results for the first quarter of 2021 and its current outlook for the remainder of year. The table below summarizes the company’s fiscal year 2021 guidance.

	Fiscal Year 2021 Guidance
Revenue	$3.85 billion – $4.05 billion
Adjusted EBITDA including non-controlling interest	$350 million – $375 million
Cash Flow from Operating Activities	$280 million – $310 million

Net income guidance is not presented as the company believes volatility associated with interest, taxes, depreciation, amortization and other matters affecting net income, including but not limited to one-time and nonrecurring events and impact of M&A, will preclude the company from providing accurate net income guidance for fiscal year 2021.

Conference Call Information

Parsons will host a conference call today, May 5, 2021, at 8:00 a.m. ET to discuss the financial results for its first quarter 2021.

Listeners may access a webcast of the live conference call from the Investor Relations section of the company’s website at www.Parsons.com. Listeners may also access a slide presentation on the website, which summarizes the company’s first quarter 2021 results. Listeners should go to the website 15 minutes before the live event to download and install any necessary audio software.

Listeners may also participate in the conference call by dialing +1 866-987-6581 (domestic) or +1 602-563-8686 (international) and entering passcode 6499894.

A replay will be available on the company’s website approximately two hours after the conference call and continuing for one year. A telephonic replay also will be available through May 12, 2021 at +1 855-859-2056 (domestic) or +1 404-537-3406 (international) and entering passcode 6499894.

About Parsons Corporation

Parsons is a leading disruptive technology provider in the global defense, intelligence, and critical infrastructure markets, with capabilities across cybersecurity, missile defense, space, connected infrastructure, and smart cities. Please visit parsons.com, and follow us on LinkedIn and Facebook to learn how we’re making an impact.

Forward-Looking Statements

This Earnings Release and materials included therewith contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs, and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others: the impact of COVID-19; any issue that compromises our relationships with the U.S. federal government or its agencies or other state, local or foreign governments or agencies; any issues that damage our professional reputation; changes in governmental priorities that shift expenditures away from agencies or programs that we support; our dependence on long-term government contracts, which are subject to the government’s budgetary approval process; the size of addressable markets and the amount of government spending on private contractors; failure by us or our employees to obtain and maintain necessary security clearances or certifications; failure to comply with numerous laws and regulations; changes in government procurement, contract or other practices or the adoption by governments of new laws, rules, regulations and programs in a manner adverse to us; the termination or nonrenewal of our government contracts, particularly our contracts with the U.S. government; our ability to compete effectively in the competitive bidding process and delays, contract terminations or cancellations caused by competitors’ protests of major contract awards received by us; our ability to generate revenue under certain of our contracts; any inability to attract, train or retain employees with the requisite skills, experience and security clearances; the loss of members of senior management or failure to develop new leaders; misconduct or other improper activities from our employees or subcontractors; our ability to realize the full value of our backlog and the timing of our receipt of revenue under contracts included in backlog; changes in the mix of our contracts and our ability to accurately estimate or otherwise recover expenses, time and resources for our contracts; changes in estimates used in recognizing revenue; internal system or service failures and security breaches; and inherent uncertainties and potential adverse developments in legal proceedings including litigation, audits, reviews and investigations, which may result in material adverse judgments, settlements or other unfavorable outcomes. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors including under the caption “Risk Factors” in our Annual Report with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2020 on Form 10-K, filed on February 24, 2021, and our other filings with the Securities and Exchange Commission.

All forward-looking statements are based on currently available information and speak only as of the date on which they are made. We assume no obligation to update any forward-looking statements made in this presentation that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

financial-news

Media:	Investor Relations:
Bryce McDevitt	Dave Spille
Parsons Corporation	Parsons Corporation
(703) 797-3001	(571) 655-8264
[email protected]	[email protected]

PARSONS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)

	For the Three Months Ended
	March 31, 2021		March 31, 2020
Revenue	$	874,697	$	970,993
Direct cost of contracts		669,082		769,632
Equity in earnings of unconsolidated joint ventures		7,530		6,114
Selling, general and administrative expenses		187,522		183,774
Operating income		25,623		23,701
Interest income		98		228
Interest expense		(4,541)		(4,022)
Other income (expense), net		(1,791)		(452)
Total other income (expense)		(6,234)		(4,246)
Income before income tax expense		19,389		19,455
Income tax expense		(5,375)		(5,084)
Net income including noncontrolling interests		14,014		14,371
Net income attributable to noncontrolling interests		(4,975)		(1,398)
Net income attributable to Parsons Corporation	$	9,039	$	12,973
Earnings per share:
Basic	$	0.09	$	0.13
Diluted	$	0.09	$	0.13

Weighted average number shares used to compute basic and diluted EPS (in thousands) (Unaudited)

	Three Months Ended
	March 31, 2021		March 31, 2020
Basic weighted average number of shares outstanding		102,376		100,670
Stock-based awards		573		230
Convertible senior notes		8,917		–
Diluted weighted average number of shares outstanding		111,866		100,899


Net income available to shareholders used to compute diluted EPS as a result of adopting the if-converted method in connection with the Convertible Senior Notes (in thousands) (Unaudited)

	Three Months Ended
	March 31, 2021		March 31, 2020
Net income attributable to Parsons Corporation		9,039		12,973
Convertible senior notes if-converted method interest adjustment		528		–
Diluted net income attributable to Parsons Corporation		9,567		12,973

PARSONS CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share information) (Unaudited)

		March 31, 2021		December 31, 2020
Assets
Current assets:
	Cash and cash equivalents (including $52,324 and $75,220 Cash of consolidated joint ventures)	$	398,178	$	483,609
	Restricted cash and investments		1,233		3,606
	Accounts receivable, net (including $215,641 and $190,643 Accounts receivable of consolidated joint ventures, net)		693,584		698,578
	Contract assets (including $24,539 and $23,498 Contract assets of consolidated joint ventures)		607,676		576,568
	Prepaid expenses and other current assets (including $7,260 and $3,045 Prepaid expenses and other current assets of consolidated joint ventures)		101,536		80,769
	Total current assets		1,802,207		1,843,130

	Property and equipment, net (including $2,528 and $2,629 Property and equipment of consolidated joint ventures, net)		115,544		121,027
	Right of use assets, operating leases		204,189		210,398
	Goodwill		1,261,189		1,261,978
	Investments in and advances to unconsolidated joint ventures		76,017		68,975
	Intangible assets, net		222,451		245,958
	Deferred tax assets		143,022		130,200
	Other noncurrent assets		40,382		56,038
	Total assets	$	3,865,001	$	3,937,704

Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable (including $101,593 and $97,810 Accounts payable of consolidated joint ventures)	$	219,220	$	225,679
	Accrued expenses and other current liabilities (including $75,606 and $68,801 Accrued expenses and other current liabilities of consolidated joint ventures)		595,058		650,753
	Contract liabilities (including $35,744 and $33,922 Contract liabilities of consolidated joint ventures)		186,028		201,864
	Short-term lease liabilities, operating leases		54,113		54,133
	Income taxes payable		6,248		4,980
	Short-term debt		50,000		50,000
	Total current liabilities		1,110,667		1,187,409
	Long-term employee incentives		21,218		21,828
	Long-term debt		590,346		539,998
	Long-term lease liabilities, operating leases		175,584		182,467
	Deferred tax liabilities		13,146		12,285
	Other long-term liabilities		113,598		132,300
	Total liabilities		2,024,559		2,076,287
Contingencies (Note 12)
Shareholders’ equity:
	Common stock, $1 par value; authorized 1,000,000,000 shares; 146,609,288 and 1 46,609,288 shares issued; 26,845,697 and 25,719,350 public shares outstanding; 75,560,749 and 76,641,312 ESOP shares outstanding		146,654		146,609
	Treasury stock, 44,248,626 shares at cost		(899,328)		(899,328)
	Additional paid-in capital		2,667,130		2,700,925
	Accumulated deficit		(108,720)		(120,569)
	Accumulated other comprehensive loss		(8,937)		(13,865)
	Total Parsons Corporation shareholders’ equity		1,796,799		1,813,772
	Noncontrolling interests		43,643		47,645
	Total shareholders’ equity		1,840,442		1,861,417
	Total liabilities and shareholders’ equity	$	3,865,001	$	3,937,704

PARSONS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)

		For the Three Months Ended
		March 31, 2021		March 31, 2020
Cash flows from operating activities:
	Net income including noncontrolling interests	$	14,014	$	14,371
	Adjustments to reconcile net income to net cash used in operating activities
	Depreciation and amortization		34,673		32,409
	Amortization of debt issue costs		665		173
	Loss (gain) on disposal of property and equipment		267		(104)
	Deferred taxes		403		5,514
	Foreign currency transaction gains and losses		2,220		1,383
	Equity in earnings of unconsolidated joint ventures		(7,530)		(6,114)
	Return on investments in unconsolidated joint ventures		13,180		6,551
	Stock-based compensation		7,206		2,252
	Contributions of treasury stock		13,153		14,871
	Changes in assets and liabilities, net of acquisitions and newly consolidated joint ventures:
	Accounts receivable		2,597		(91,734)
	Contract assets		(31,711)		(52,346)
	Prepaid expenses and other assets		(5,386)		(3,766)
	Accounts payable		(6,658)		19,788
	Accrued expenses and other current liabilities		(68,928)		(24,336)
	Contract liabilities		(16,086)		11,416
	Income taxes		1,268		(6,212)
	Other long-term liabilities		(19,312)		(43,099)
	Net cash used in operating activities		(65,965)		(118,983)
Cash flows from investing activities:
	Capital expenditures		(4,449)		(12,637)
	Proceeds from sale of property and equipment		164		485
	Payments for acquisitions, net of cash acquired		1,064		–
	Investments in unconsolidated joint ventures		(22,240)		(50)
	Return of investments in unconsolidated joint ventures		116		–
	Proceeds from sales of investments in unconsolidated joint ventures		14,300		–
	Net cash used in investing activities		(11,045)		(12,202)
Cash flows from financing activities:
	Proceeds from borrowings under credit agreement		–		131,500
	Repayments of borrowings under credit agreement		–		(66,500)
	Contributions by noncontrolling interests		7		221
	Distributions to noncontrolling interests		(8,989)		(360)
	Taxes paid on vested stock		(2,242)		(1,149)
	Net cash (used in) provided by financing activities		(11,224)		63,712
	Effect of exchange rate changes		430		(1,179)
	Net decrease in cash, cash equivalents, and restricted cash		(87,804)		(68,652)
	Cash, cash equivalents and restricted cash:
	Beginning of year		487,215		195,374
	End of period	$	399,411	$	126,722

Contract Awards (in thousands) :

	Three Months Ended
	March 31, 2021		March 31, 2020
Federal Solutions	$	424,621	$	615,690
Critical Infrastructure		586,353		350,405
Total Awards	$	1,010,974	$	966,095


Backlog (in thousands) :

	March 31, 2021		March 31, 2020
Federal Solutions:
Funded	$	1,127,717	$	1,338,903
Unfunded		4,010,656		3,716,023
Total Federal Solutions		5,138,373		5,054,926
Critical Infrastructure:
Funded		2,956,255		2,707,701
Unfunded		75,498		38,553
Total Critical Infrastructure		3,031,753		2,746,254
Total Backlog	$	8,170,126	$	7,801,180


Book-To-Bill Ratio:

	Three Months Ended
	March 31, 2021		March 31, 2020
Federal Solutions		0.9		1.3
Critical Infrastructure		1.4		0.7
Overall		1.2		1.0

Non-GAAP Financial Information

The tables under “Parsons Corporation Inc. Reconciliation of Non-GAAP Measures” present Adjusted Net Income attributable to Parsons Corporation, Adjusted Earnings per Share, Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”), Adjusted EBITDA, EBITDA Margin, and Adjusted EBITDA Margin, reconciled to their most directly comparable GAAP measure. These financial measures are calculated and presented on the basis of methodologies other than in accordance with U.S. generally accepted accounting principles (“Non-GAAP Measures”). Parsons has provided these Non-GAAP Measures to adjust for, among other things, the impact of amortization expenses related to our acquisitions, costs associated with a loss or gain on the disposal or sale of property, plant and equipment, restructuring and related expenses, costs associated with mergers and acquisitions, software implementation costs, legal and settlement costs, and other costs considered non-operational in nature. These items have been Adjusted because they are not considered core to the company’s business or otherwise not considered operational or because these charges are non-cash or non-recurring. The company presents these Non-GAAP Measures because management believes that they are meaningful to understanding Parsons’s performance during the periods presented and the company’s ongoing business. Non-GAAP Measures are not prepared in accordance with GAAP and therefore are not necessarily comparable to similarly titled metrics or the financial results of other companies. These Non-GAAP Measures should be considered a supplement to, not a substitute for, or superior to, the corresponding financial measures calculated in accordance with GAAP.

PARSONS CORPORATION Non-GAAP Financial Information Reconciliation of Net Income to Adjusted EBITDA (in thousands)

	Three Months Ended
	March 31, 2021		March 31, 2020
Net income attributable to Parsons Corporation	$	9,039	$	12,973
Interest expense, net		4,443		3,794
Income tax provision (benefit)		5,375		5,084
Depreciation and amortization (a)		34,673		32,409
Net income attributable to noncontrolling interests		4,975		1,398
Equity based compensation (b)		6,980		(7,721)
Transaction-related costs (c)		2,646		12,011
Restructuring (d)		77		(33)
Other (e)		491		581
Adjusted EBITDA	$	68,699	$	60,496


(a)	Depreciation and amortization for the three months ended March 31, 2021 is $30.1 million in the Federal Solutions Segment and $4.6 million in the Critical Infrastructure Segment. Depreciation and amortization for the three months ended March 31, 2020 is $27.4 million in the Federal Solutions Segment and $5.0 million in the Critical Infrastructure Segment.
(b)	Reflects equity-based compensation costs primarily related to cash-settled awards.
(c)	Reflects costs incurred in connection with acquisitions, initial public offering, and other non-recurring transaction costs, primarily fees paid for professional services and employee retention.
(d)	Reflects costs associated with and related to our corporate restructuring initiatives.
(e)	Includes a combination of gain/loss related to sale of fixed assets, software implementation costs, and other individually insignificant items that are non-recurring in nature.

PARSONS CORPORATION Non-GAAP Financial Information Computation of Adjusted EBITDA Attributable to Noncontrolling Interests (in thousands)

(in thousands)	Three months ended
	March 31, 2021		March 31, 2020
Federal Solutions Adjusted EBITDA attributable to Parsons Corporation	$	31,982	$	31,617
Federal Solutions Adjusted EBITDA attributable to noncontrolling interests		75		92
Federal Solutions Adjusted EBITDA including noncontrolling interests	$	32,057	$	31,709

Critical Infrastructure Adjusted EBITDA attributable to Parsons Corporation		31,657		27,357
Critical Infrastructure Adjusted EBITDA attributable to noncontrolling interests		4,985		1,430
Critical Infrastructure Adjusted EBITDA including noncontrolling interests	$	36,642	$	28,787

Total Adjusted EBITDA including noncontrolling interests	$	68,699	$	60,496

PARSONS CORPORATION Non-GAAP Financial Information Reconciliation of Net Income Attributable to Parsons Corporation to Adjusted Net Income Attributable to Parsons Corporation (in thousands, except per share information)

	Three Months Ended
	March 31, 2021		March 31, 2020
Net income attributable to Parsons Corporation	$	9,039	$	12,973
Acquisition related intangible asset amortization		24,524		22,699
Equity-based compensation (a)		6,980		(7,721)
Transaction-related costs (b)		2,646		12,011
Restructuring (c)		77		(33)
Other (d)		491		581
Tax effect on adjustments		(8,820)		(7,568)
Adjusted net income attributable to Parsons Corporation		34,937		32,942
Adjusted earnings per share:
Weighted-average number of basic shares outstanding		102,376		100,670
Weighted-average number of diluted shares outstanding (e)		102,949		100,899
Adjusted net income attributable to Parsons Corporation per basic share	$	0.34	$	0.33
Adjusted net income attributable to Parsons Corporation per diluted share	$	0.34	$	0.33


(a)	Reflects equity-based compensation costs primarily related to cash-settled awards.
(b)	Reflects costs incurred in connection with acquisitions and other non-recurring transaction costs, primarily fees paid for professional services and employee retention.
(c)	Reflects costs associated with and related to our corporate restructuring initiatives
(d)	Includes a combination of gain/loss related to sale of fixed assets, software implementation costs, and other individually insignificant items that are non-recurring in nature.
(e)	Excludes dilutive effect of convertible senior notes due to bond hedge.

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SOURCE Parsons Corporation