Strong financial results exceed raised FY2021
guidance
Introducing FY2022 guidance reflecting expectation of another
record year
LONDON, Feb. 16, 2022 /PRNewswire/ - Atlas Corp. ("Atlas"
or the "Company") (NYSE: ATCO) announced today its results for the
quarter and year ended December 31,
2021.
Financial Highlights:
- Fourth quarter 2021 financial performance compared to fourth
quarter 2020:
-
- Revenue growth of 18.1% to $428.2
million
- Net earnings of $142.3 million
and Diluted EPS of $0.48
- Adjusted EBITDA(1) growth of 18.8% to $283.5 million
- Adjusted diluted EPS(1) growth of 44.8% to
$0.42
- FFO per diluted share(1) growth of 14.3% to
$0.72
- Robust balance sheet with liquidity of $888.6 million, total borrowings(1) to
total assets of 54.0%, and fully funded $7.6
billion capex program
- Outperformed upgraded 2021 Atlas guidance
- Introducing initial FY2022 guidance reflecting Adjusted EBITDA
of $1.138 billion
(1)
|
Non-GAAP measure. A
reconciliation of each non-GAAP financial measure to the most
closely comparable GAAP measure is included in this release
beginning on page 15.
|
Comments from Management:
Bing Chen, President and
Chief Executive Officer of Atlas, commented: "Atlas delivered
another year of strong operating and financial performance in 2021.
Since December 2020 and through to
December 31, 2021, our containership
leasing business grew by 890,750 TEU, 73 vessels net, and
$12.9 billion of gross contracted
cash flow primarily contributed by the 70 newbuild, four pre-owned
vessels acquired, and 68 forward charter fixings. With consistent
operational excellence, we have delivered three newbuild
vessels ahead of schedule and expect all vessels to be in operation
by year-end 2024, as scheduled. This modern newbuild program with
$7.6 billion of fully funded
investment is a testament to our quality growth and approach to
prudent capital allocation. We continue to deliver value and
strengthen our customer partnerships through our creative turnkey
solutions and integrated platform.
Our resilient business model remains insulated from the ongoing
global supply chain disruptions. The sustainability of our business
will further differentiate us when the market returns to normal or
through volatile cycles.
Despite the industry and pandemic challenges, our Mobile Power
Generation business delivered solid performance during 2021. While
continuing to drive operational excellence across the business, we
have successfully executed our 3rd consecutive Mexicali
project and serviced IID in California marking our first entry into the US
market. We remain disciplined to expand our services into new
geographies, such as Brazil, to
transform business.
As Atlas continues to deliver to new heights, we remain focused
on growing quality and long-term contracted cash flows and
recycling capital prudently to fuel our sustainable growth,
offering predictable financial returns through all market
cycles."
Graham Talbot, CFO of Atlas,
commented, "During 2021, we made significant progress developing
each of our businesses while extending our competitive lead. 2021
provided an opportunity to showcase the growth potential unlocked
when combining our industry leading containership leasing platform
with our reshaped and robust balance sheet. Our focus on liquidity
and access to capital allowed us to take advantage of investment
opportunities in the containership segment totaling $7.6 billion since December 2020, all on long-term leases. These
investments will expand our capacity by 848,000 TEU and secure
$11.4 billion in predictable,
long-term cash flows for Atlas over the next 20+ years, resulting
in $18.0 billion gross contracted
cash flow at year end. We are beginning 2022 with a significant
liquidity position and all capex fully funded through attractively
priced long-term financings, which we believe will allow us to
continue pursuing attractive opportunities across our Maritime and
Energy platforms."
Update on Strategic Initiatives
We executed on several important initiatives during 2021 and
year-to-date:
1) Executed agreements for aggregate investment of
$7.6 billion(1) toward
newbuild containerships backed by long-term lease contracts.
These investments enhance the long-term attractiveness of our
Containership Leasing portfolio with asset classes designed to pave
the way for the future of global trade. Concurrent with executing
shipbuilding contracts, long-term leases were locked in with a
diversified roster of the leading global containership liners.
Committed financing arrangements were executed prior to year end
2021 for all newbuild assets, significantly de-risking our capex
obligations. Three of these newbuild vessels were delivered ahead
of schedule in 2021, and deliveries will continue through 2024.
2) Recycled capital into new growth. With the attractive
conditions in the containership market, we are actively marketing
non-core assets. During 2021, Seaspan entered into agreements
to sell a total of seven vessels, including the sale of one vessel
which was concluded during the fourth quarter of 2021 and a
second vessel which was concluded in February 2022. The
divestment of the remaining vessels is expected to be completed in
the first half of 2022, subject to closing conditions.
3) Entered new markets for Mobile Power Generation.
In December 2021 and
January 2022, APR Energy signed
agreements to provide a total of 420 MW of power generation
capacity in the US and Brazil. This is the first time APR
Energy has entered the Brazilian market. We believe that the
country will be strategically significant as we further build out
our Mobile Power Generation platform.
(1)
|
Including agreements in
December 2020.
|
Significant Developments in the Fourth Quarter of 2021 &
Subsequent Events
Containership Newbuild Program
Seaspan accepted delivery of two 12,200 TEU vessels during the
quarter, two months ahead of schedule. Each vessel commenced
an 18-year bareboat charter upon delivery.
The table below summarizes our Containership Leasing fleet:
Containership
Leasing (# of vessels)
|
2021
|
2022
|
2023
|
2024
|
Owned and leased
vessels, beginning of the year
|
127
|
133
|
140
|
164
|
Delivered/Acquired
|
7
|
—
|
—
|
—
|
Future scheduled
deliveries
|
—
|
8
|
24
|
35
|
Sold
(1)
|
(1)
|
(1)
|
—
|
—
|
End of period
balance
|
133
|
140
|
164
|
199
|
End of period
balance (managed)(1)(2)
|
1
|
2
|
2
|
2
|
(1)
|
Excludes vessel sales
that have not yet closed as at the date of this release
|
(2)
|
Represents vessels that
are operated on behalf of other owners
|
Containership Leasing Developments
Seaspan entered into proactive lease extensions for eight
operating vessels in the fourth quarter of 2021. As of
December 31, 2021, there are five
remaining charter roll-offs in 2022.
In October 2021, Seaspan sold one
4,250 TEU vessel for $38.3 million,
recognizing a gain on the sale of $15.9
million. The ultimate purchaser of the vessel was
Zhejiang Energy Atlas Marine Technology Co., Ltd., which is 50%
owned by Atlas (the "ZE JV"). Seaspan continues to manage the ship
operations of the vessel.
In December, Seaspan entered into agreements to sell six vessels
with one sale completed in February
2022 for gross proceeds of $32.8
million. Seaspan continues to manage the ship
operations of this vessel. The remaining five sales are
expected to be completed in the first half of 2022, subject to
closing conditions.
Kroll Credit Rating Upgrade
Kroll Bond Rating Agency provided Seaspan an unsecured issuance
rating of BB+, in line with its recently upgraded BB+ corporate
rating.
Mobile Power Generation Developments
APR Energy will provide Evolution Power Partners with up to 226
MW of gas power generation capacity in Itaguaí, Rio De Janeiro, for a minimum of twelve
consecutive months commencing in May 2022.
Additionally, APR Energy entered into a contract with a US
counterparty to provide a dry rental of five turbines representing
120 MW for a minimum of twelve consecutive months commencing in
February 2022. APR Energy also entered into a contract with
Imperial Irrigation District ("IID") for three turbines to provide
grid stabilization solutions to Southern California. The
contract with IID represents their first renewal with APR
Energy.
Financing Developments
On December 23, 2021, Seaspan
completed the last of its financings related to its 70 vessel
newbuild program, including three vessels delivered in 2021. The
proceeds from these financings total approximately $6.9 billion and will be drawn throughout
construction to fund a total investment of approximately
$7.6 billion.
On February 16, 2022, Seaspan
closed its new $250.0 million 3-year
unsecured revolving credit facility (the "New Seaspan RCF"), which
replaces it's $150.0 million 2-year
unsecured revolving credit facility. The New Seaspan RCF includes
several new lenders and improvements driven by Seaspan's improving
credit quality, including greater liquidity, tenor, and
pricing.
Distribution
On January 5, 2022, the Board of
Directors of Atlas declared a quarterly distribution in the amount
of $0.125 per common share. Regular
quarterly dividends on the Series D, Series H, Series I and Series
J preferred shares were also declared. All dividends were paid on
January 31, 2022.
Common Shares Outstanding
As of February 1, 2022, there were
247.6 million Common Shares outstanding.
Consolidated Results:
The following table summarizes
Atlas' consolidated results for the three months and year ended
December 31, 2021, and December 31, 2020.
|
Three Months
Ended
|
|
Year
Ended
|
(in millions of
US
dollars, except per share
amounts, percentages
and ratios, unaudited)
|
December 31,
2021
|
|
December 31,
2020
|
|
December 31,
2021
|
|
December 31,
2020
|
Key
Metrics
|
|
|
|
|
|
|
|
Revenue
|
$
|
428.2
|
|
$
|
362.7
|
|
$
|
1,646.6
|
|
$
|
1,421.1
|
Net earnings
(loss)
|
142.3
|
|
(26.1)
|
|
400.5
|
|
192.6
|
Adjusted
EBITDA(1)
|
283.5
|
|
238.7
|
|
1,116.2
|
|
923.8
|
FFO(1)
|
190.5
|
|
162.8
|
|
791.1
|
|
622.3
|
FFO per Share,
diluted(1)
|
0.72
|
|
0.63
|
|
2.98
|
|
2.48
|
Adjusted EPS,
diluted(1)
|
0.42
|
|
0.29
|
|
1.68
|
|
0.97
|
Diluted EPS
(2)
|
0.48
|
|
(0.17)
|
|
1.26
|
|
0.50
|
|
|
|
|
|
|
|
|
Financial
Position
|
|
|
|
|
|
|
|
Operating Net Debt to
Adjusted EBITDA(1)
|
|
|
|
|
3.8x
|
|
4.6x
|
Ending
Liquidity(3)
|
|
|
|
|
$
|
888.6
|
|
$
|
771.3
|
Gross Contracted Cash
Flow(4)
|
|
|
|
|
18,023.6
|
|
5,090.8
|
Total
Borrowings(1)(5)
|
|
|
|
|
5,703.5
|
|
4,490.5
|
Total Borrowings to
Assets (%)
|
|
|
|
|
54.0 %
|
|
48.3 %
|
|
|
|
|
|
|
|
|
Operational
|
|
|
|
|
|
|
|
Containership
Leasing
Utilization
|
98.5 %
|
|
99.6 %
|
|
98.7 %
|
|
98.4 %
|
Mobile Power
Generation
Utilization
|
61.4 %
|
|
61.8 %
|
|
73.8 %
|
|
68.9 %
|
(1)
|
Non-GAAP measure. A
reconciliation of each non-GAAP financial measure to the most
closely comparable GAAP measure is included in this release
beginning on page 15.
|
(2)
|
The three months and
year ended December 31, 2020 results include $117.9 million of
non-cash goodwill impairment.
|
(3)
|
This is the total cash
and cash equivalents balance plus the total available undrawn
committed credit facilities at period end.
|
(4)
|
Gross contracted cash
flow as at December 31, 2021, includes $5.9 billion of lease
payments receivable from operating leases, $1.3 billion of gross
lease receivable from finance leases and $10.8 billion of gross
lease payments from newbuild vessels with signed charter agreements
that are undelivered as at December 31, 2021. Gross contracted cash
flow as at December 31, 2020, includes $4.2 billion of lease
payments receivable from operating leases and $0.9 billion of gross
lease receivable from financing leases. Gross contracted cash flow
includes purchase obligations and excludes purchase options,
extension options, higher charter rate options and profit-sharing
components.
|
(5)
|
Total borrowings do not
include debt to be incurred in connection with certain undelivered
vessels.
|
FY2021 Performance vs Guidance
|
FY2021
|
Guidance
Metrics
|
Guidance
|
Actual
Results
|
(in millions of US
dollars)
|
Revenue(1)
|
$
|
1,585.0
|
$
|
1,646.6
|
Operating
expense
|
339.0
|
339.6
|
G&A
expense
|
97.0
|
90.6
|
Operating lease
expense
|
156.0
|
146.3
|
Adjusted
EBITDA(2)
|
993.0
|
1,116.2
|
Adjusted Net
Earnings(2)(3)
|
440.0
|
497.0
|
Interest
expense
|
205.0
|
197.1
|
Introducing guidance for the year ended December 31, 2022:
Operating
Metrics
|
|
(in millions of US
dollars)
|
2022
Guidance
|
Revenue(4)
|
1,718.0
|
Operating
expense
|
365.0
|
G&A
expense
|
100.0
|
Operating lease
expense
|
127.0
|
Adjusted
EBITDA(2)
|
1,138.0
|
Adjusted Net
Earnings(2)(5)
|
515.0
|
Interest
expense
|
215.0
|
(1)
|
Guidance Revenue for
2021 includes impact of indemnification claim under acquisition of
$42.7 million. Actual revenue excludes the impact of the
indemnification and this is separately presented in the income
statement as a recovery under operating expenses as "Indemnity
claim under acquisition agreement" in the amount of $42.4 million
for the year ended December 31, 2021.
|
(2)
|
Non-GAAP measure. A
reconciliation of each non-GAAP financial measure to the most
closely comparable GAAP measure is included in this release
beginning on page 15.
|
(3)
|
Adjusted Earnings for
the purpose of computing adjusted diluted EPS is $446.0 million for
the year ended December 31, 2021 and excludes $65.1 million of
preferred dividends and includes $14.1 million gain on derivative
instruments, among other adjustments. A reconciliation of Adjusted
Earnings, which is a non-GAAP financial measure, to the most
closely comparable GAAP measure is included in this release on page
17. Adjusted Net Earnings in the guidance excludes preferred
share dividends and the impact from the gain on derivative
instruments. Excluding preferred share dividends of $65.1
million, $14.1 million gain on derivative instruments, $127.0
million loss on debt extinguishment and the $16.4 million gain on
sale, Adjusted Net Earnings is $497.0 million for FY2021
Actual.
|
(4)
|
Includes approximately
$41 million of Revenue from five vessels that are under sales
agreements subject to closing conditions. The estimated proceeds
from the sales of such vessels are approximately $154 million. Also
includes impact from indemnification claim under acquisition
agreement of approximately $21 million. The classification of a
lease will be determined at the commencement date of the lease.
Sales type lease was assumed for the bareboat charters arranged for
the newbuilds delivering in 2022.
|
(5)
|
Guidance Adjusted Net
Earnings excludes preferred dividends and impact from the change in
fair value of financial instruments.
|
Financial Results Summary:
Revenue growth of 18.1% to $428.2
million and 15.9% and $1,646.6 million for the quarter and year
ended December 31, 2021,
respectively, compared to the same periods in 2020.
For the quarter ended December 31,
2021, 23.7% revenue growth was attributable to the
Containership Leasing segment, of which 81.0% was attributable to
the existing asset base, and 19.0% was attributable to assets added
during the year. For the quarter ended December 31, 2021, there was a 4.9% decrease
attributable to the Mobile Power Generation segment. The
lower revenue is due to an injunction at one of our project sites.
We are indemnified for the lost revenue and have recognized a
corresponding recovery under the acquisition agreement for this
indemnity.
For the year ended December 31,
2021, 16.7% revenue growth was attributable to the
Containership Leasing segment, of which 87.6% was attributable to
the existing asset base, and 12.4% was attributable to assets added
during the year. For the year ended December
31, 2021, there was a 0.8% decrease attributable to the
Mobile Power Generation segment.
Adjusted EBITDA growth of 18.8% to $283.5 million and 20.8% to $1,116.2 million for the quarter and year
ended December 31, 2021, respectively
compared to the same periods in 2020. The growth was primarily
driven by the increase in revenue.
FFO Per Share growth of 14.3% to $0.72 and 20.2% to $2.98 for the quarter and year ended December 31, 2021, respectively, compared to the
same periods in 2020. The growth was primarily driven by the
increase in revenue. APR Energy's income tax expense in 2021 also
increased due to a non-cash valuation allowance against certain
deferred tax assets that were previously recorded.
Diluted EPS was $0.48 and
$1.26 for the quarter and year ended
December 31, 2021, respectively
compared to loss per diluted share of $0.17 for quarter ended December 31, 2020 and earnings per diluted share
of $0.50 for the year ended
December 31, 2020. The three
months and year ended December 31,
2020 results include $117.9
million of non-cash goodwill impairment. The year
ended December 31, 2021 includes a
$127.0 million non-cash charge
related to loss on debt extinguishment. Excluding these
non-cash charges, the increases in diluted earnings per share are
primarily due to increases in revenue.
Adjusted Diluted EPS growth of 44.8% to $0.42 and 73.2% to $1.68 for the quarter and year ended December 31, 2021, respectively, compared to
$0.29 and $0.97 for the same periods in 2020.
Liquidity
As of December 31,
2021, Atlas had total liquidity of $888.6 million, consisting of $288.6 million of cash and cash equivalents and
$600.0 million of availability under
undrawn committed credit facilities. As of December 31, 2021, we also had $6.9 billion of undrawn committed financing
related to our newbuild vessels and an unencumbered asset base
including 36 vessels with a book value of $1.4 billion.
Segmented Financial Results:
The following table
summarizes selected segmented financial results for the three
months and year ended December 31,
2021.
|
Three Months Ended
December 31, 2021
|
(in millions of US
dollars,
unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination and
Other(3)
|
|
Total
|
Revenue
|
$
|
404.1
|
|
$
|
24.1
|
|
$
|
—
|
|
428.2
|
Operating
expense
|
73.7
|
|
19.7
|
|
—
|
|
93.4
|
G&A
expense
|
15.0
|
|
13.0
|
|
7.0
|
|
35.0
|
Indemnification claim
(income)
under acquisition agreement
|
—
|
|
(13.3)
|
|
—
|
|
(13.3)
|
Operating lease
expense
|
36.0
|
|
0.9
|
|
—
|
|
36.9
|
Adjusted
EBITDA(1)
|
279.5
|
|
3.7
|
|
0.3
|
|
283.5
|
FFO(1)
|
228.3
|
|
(22.6)
|
|
(15.2)
|
|
190.5
|
Gross Contracted Cash
Flow(2)
|
17,803.5
|
|
220.1
|
|
—
|
|
18,023.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
31, 2021
|
(in millions of US
dollars)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination and
Other(3)
|
|
Total
|
Revenue
|
$
|
1,460.4
|
|
$
|
186.2
|
|
$
|
—
|
|
1,646.6
|
Operating
expense
|
289.3
|
|
50.3
|
|
—
|
|
339.6
|
G&A
expense
|
49.9
|
|
37.1
|
|
3.6
|
|
90.6
|
Indemnification claim
(income)
under acquisition agreement
|
—
|
|
(42.4)
|
|
—
|
|
(42.4)
|
Operating lease
expense
|
143.0
|
|
3.3
|
|
—
|
|
146.3
|
Adjusted
EBITDA(1)
|
978.4
|
|
136.4
|
|
1.4
|
|
1,116.2
|
FFO(1)
|
765.4
|
|
88.9
|
|
(63.2)
|
|
791.1
|
Gross Contracted Cash
Flow(2)
|
17,803.5
|
|
220.1
|
|
—
|
|
18,023.6
|
(1)
|
Non-GAAP measure. A
reconciliation of each non-GAAP financial measure to the most
closely comparable GAAP measure is included in this release
beginning on page 15.
|
(2)
|
Gross contracted cash
flow as at December 31, 2021, includes $5.9 billion of lease
payments receivable from operating leases, $1.3 billion of gross
lease receivable from finance leases and $10.8 billion of gross
lease payments from newbuild vessels with signed charter agreements
that are undelivered as at December 31, 2021. Gross contracted cash
flow includes purchase obligations and excludes purchase options,
extension options, higher charter rate options and profit-sharing
components.
|
(3)
|
Elimination and Other
includes amounts relating to preferred shares, change in contingent
consideration asset, elimination of intercompany transactions and
unallocated amounts.
|
Conference Call and Webcast:
Atlas will host a
conference call and webcast presentation for investors, analysts
and interested parties to discuss its fourth quarter and full
year results on February 17, 2022 at 8:30 a.m. ET. Participants should call,
1-877-246-9875, International Dial-In, 1-707-287-9353, Listen Only
Toll-Free Dial-In Number, 1-888-556-5741, and Listen Only
International Dial-In Number, 1-857-270-6226 and request the Atlas
call (conference ID: 1683949). The live webcast and slide
presentation are available under "Events & Presentations"
at www.atlascorporation.com. A webcast replay will be
available until February 17,
2023.
The replay telephone numbers are: US/Canada 1-855-859-2056 or 1-800-585-8367 and
International 1-404-537-3406, and the replay passcode
is: 1683949. The phone replay will be available until
March 3, 2022.
About Atlas
Atlas is a leading global asset management
company, differentiated by its position as a best-in class owner
and operator with a focus on disciplined capital deployment to
create sustainable shareholder value. We target long-term, risk
adjusted returns across high quality infrastructure assets in the
maritime sector, energy sector and other infrastructure verticals.
For more information visit atlascorporation.com.
About Seaspan
Seaspan is the largest global
containership lessor, primarily focused on long-term, fixed-rate
leases with the world's largest container shipping liners. As at
December 31, 2021, Seaspan's
operating fleet consisted of 133 vessels with a total capacity of
1,152,550 TEU, and an additional 67 vessels under construction,
increasing total fleet capacity to 1,963,950 TEU, on a fully
delivered basis. For more information, visit seaspancorp.com.
About APR
APR provides rapidly deployable, large-scale
power and fast-track mobile power to underserved markets and
industries. APR's mobile, turnkey power plants help run industries,
cities and countries globally in both developed and developing
markets. For more information, visit aprenergy.com.
ATLAS CORP.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS OF US DOLLARS)
|
|
December 31,
2021
|
|
December 31,
2020
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
288.6
|
|
$
|
304.3
|
Accounts
receivable
|
|
56.2
|
|
75.9
|
Inventories
|
|
46.4
|
|
60.2
|
Prepaid expenses and
other
|
|
35.7
|
|
33.9
|
Net investment in
lease
|
|
16.8
|
|
10.7
|
Acquisition related
assets
|
|
104.0
|
|
99.3
|
|
|
547.7
|
|
584.3
|
|
|
|
|
|
Property, plant and
equipment
|
|
6,952.2
|
|
6,974.7
|
Vessels under
construction
|
|
1,095.6
|
|
42.0
|
Right-of-use
assets
|
|
724.9
|
|
841.2
|
Net investment in
lease
|
|
741.5
|
|
418.6
|
Goodwill
|
|
75.3
|
|
75.3
|
Deferred tax
assets
|
|
1.9
|
|
19.3
|
Derivative
instruments
|
|
6.1
|
|
—
|
Other assets
|
|
424.4
|
|
333.7
|
|
|
$
|
10,569.6
|
|
$
|
9,289.1
|
|
|
|
|
|
Liabilities and
shareholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts payable and
accrued liabilities
|
|
$
|
183.4
|
|
$
|
134.1
|
Deferred
revenue
|
|
46.6
|
|
28.2
|
Income tax
payable
|
|
96.9
|
|
110.4
|
Long-term debt -
current
|
|
551.0
|
|
332.1
|
Operating lease
liabilities - current
|
|
155.1
|
|
160.9
|
Other financing
arrangements - current
|
|
100.5
|
|
64.1
|
Other liabilities -
current
|
|
42.0
|
|
24.8
|
|
|
1,175.5
|
|
854.6
|
|
|
|
|
|
Long-term
debt
|
|
3,731.8
|
|
3,234.0
|
Operating lease
liabilities
|
|
562.3
|
|
669.3
|
Other financing
arrangements
|
|
1,239.3
|
|
801.7
|
Derivative
instruments
|
|
28.5
|
|
63.0
|
Other
liabilities
|
|
17.7
|
|
40.9
|
|
|
6,755.1
|
|
5,663.5
|
|
|
|
|
|
Cumulative redeemable
preferred shares
|
|
296.9
|
|
—
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
Share
capital
|
|
2.4
|
|
2.4
|
Additional paid in
capital
|
|
3,526.8
|
|
3,842.7
|
Retained earnings
(deficit)
|
|
7.5
|
|
(199.2)
|
Accumulated other
comprehensive loss
|
|
(19.1)
|
|
(20.3)
|
|
|
3,517.6
|
|
3,625.6
|
|
|
$
|
10,569.6
|
|
$
|
9,289.1
|
ATLAS CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS OF US DOLLARS, EXCEPT SHARES IN THOUSANDS AND PER
SHARE AMOUNTS)
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
428.2
|
|
$
|
362.7
|
|
$
|
1,646.6
|
|
$
|
1,421.1
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
93.4
|
|
69.1
|
|
339.6
|
|
274.6
|
Depreciation and
amortization
|
|
82.0
|
|
89.3
|
|
366.7
|
|
353.9
|
General and
administrative
|
|
35.0
|
|
14.1
|
|
90.6
|
|
65.4
|
Indemnity claim under
acquisition agreement
|
|
(13.3)
|
|
—
|
|
(42.4)
|
|
—
|
Operating
leases
|
|
36.9
|
|
36.8
|
|
146.3
|
|
150.5
|
Goodwill
impairment
|
|
—
|
|
117.9
|
|
—
|
|
117.9
|
(Gain) Loss on
sale
|
|
(15.4)
|
|
0.7
|
|
(16.4)
|
|
0.2
|
|
|
218.6
|
|
327.9
|
|
884.4
|
|
962.5
|
|
|
|
|
|
|
|
|
|
Operating
earnings
|
|
209.6
|
|
34.8
|
|
762.2
|
|
458.6
|
|
|
|
|
|
|
|
|
|
Other expenses
(income):
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
45.7
|
|
45.9
|
|
197.1
|
|
191.6
|
Interest
income
|
|
(0.3)
|
|
(1.6)
|
|
(3.1)
|
|
(5.0)
|
(Gain) Loss on
derivative instruments
|
|
(7.3)
|
|
1.5
|
|
(14.1)
|
|
35.5
|
Loss on debt
extinguishment
|
|
—
|
|
—
|
|
127.0
|
|
—
|
Other
expenses
|
|
4.6
|
|
11.0
|
|
21.8
|
|
27.3
|
|
|
42.7
|
|
56.8
|
|
328.7
|
|
249.4
|
|
|
|
|
|
|
|
|
|
Income tax
expense
|
|
24.6
|
|
4.1
|
|
33.0
|
|
16.6
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
|
142.3
|
|
(26.1)
|
|
400.5
|
|
192.6
|
|
|
|
|
|
|
|
|
|
Dividends - preferred
shares
|
|
(15.2)
|
|
(16.8)
|
|
(65.1)
|
|
(67.1)
|
Net earnings
attributable to common shares
|
|
$
|
127.1
|
|
$
|
(42.9)
|
|
$
|
335.4
|
|
$
|
125.5
|
|
|
|
|
|
|
|
|
|
Weighted average number
of shares, basic
|
|
246,445
|
|
245,618
|
|
246,300
|
|
241,502
|
Effect of dilutive
securities:
|
|
|
|
|
|
|
|
|
Share-based
compensation
|
|
2,761
|
|
—
|
|
2,433
|
|
541
|
Fairfax
warrants
|
|
11,190
|
|
—
|
|
10,647
|
|
3,096
|
Holdback
shares
|
|
3,572
|
|
—
|
|
5,572
|
|
5,375
|
Exchangeable
notes
|
|
1,234
|
|
—
|
|
902
|
|
—
|
Weighted average number
of shares, diluted
|
|
265,202
|
|
245,618
|
|
265,854
|
|
250,514
|
|
|
|
|
|
|
|
|
|
Earnings per share,
basic
|
|
$
|
0.52
|
|
$
|
(0.17)
|
|
$
|
1.36
|
|
$
|
0.52
|
Earnings per share,
diluted(1)
|
|
$
|
0.48
|
|
$
|
(0.17)
|
|
$
|
1.26
|
|
$
|
0.50
|
(1) Share based compensation, Fairfax warrants and
Holdback shares are not included in the computation of diluted EPS
for three months ended December 31, 2020 as their effects are
anti-dilutive.
|
ATLAS CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS OF US DOLLARS)
|
Three Months
Ended
December 31,
|
|
Year ended
December 31,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Cash from (used
in):
|
|
|
|
|
|
|
|
Operating
activities:
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
$
|
142.3
|
|
$
|
(26.1)
|
|
$
|
400.5
|
|
$
|
192.6
|
Items not involving
cash:
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
82.0
|
|
89.3
|
|
366.7
|
|
353.9
|
Impairment
|
—
|
|
117.9
|
|
—
|
|
117.9
|
Change
in right-of-use asset
|
31.5
|
|
29.9
|
|
125.8
|
|
120.1
|
Non-cash
interest expense and accretion
|
6.7
|
|
11.0
|
|
38.2
|
|
40.5
|
Unrealized
change in derivative instruments
|
(13.8)
|
|
(5.4)
|
|
(40.6)
|
|
12.9
|
Amortization
of acquired revenue contracts
|
3.2
|
|
4.2
|
|
15.0
|
|
16.9
|
(Gain)
Loss on sale
|
(15.4)
|
|
0.7
|
|
(16.4)
|
|
0.2
|
Loss
on debt extinguishment
|
—
|
|
—
|
|
127.0
|
|
—
|
Other
|
13.9
|
|
—
|
|
26.2
|
|
5.9
|
Change in other
operating assets and liabilities
|
40.0
|
|
(9.9)
|
|
(98.4)
|
|
(166.7)
|
Cash from operating
activities
|
290.4
|
|
211.6
|
|
944.0
|
|
694.2
|
|
|
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
|
|
|
Expenditures for
property, plant and equipment
|
(245.1)
|
|
(175.8)
|
|
(1,577.0)
|
|
(783.5)
|
Prepayment on vessel
purchase
|
—
|
|
(42.0)
|
|
(132.3)
|
|
(82.2)
|
Payment on settlement
of interest swap agreements
|
(7.8)
|
|
(8.3)
|
|
(26.8)
|
|
(21.8)
|
Cash and restricted
cash acquired from APR Energy acquisition
|
—
|
|
—
|
|
—
|
|
50.6
|
Loss on foreign
currency repatriation
|
(3.3)
|
|
(7.2)
|
|
(13.9)
|
|
(18.7)
|
Receipt from contingent
consideration asset
|
5.3
|
|
7.9
|
|
30.5
|
|
11.1
|
Other assets and
liabilities
|
30.2
|
|
(3.6)
|
|
41.3
|
|
(15.4)
|
Capitalized interest
relating to newbuilds
|
(7.7)
|
|
—
|
|
(15.7)
|
|
—
|
Cash used in investing
activities
|
(228.4)
|
|
(229.0)
|
|
(1,693.9)
|
|
(859.9)
|
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
|
|
Repayments of long-term
debt and other financing arrangements
|
(257.9)
|
|
(171.1)
|
|
(1,474.9)
|
|
(1,122.2)
|
Issuance of long-term
debt and other financing arrangements
|
354.9
|
|
158.4
|
|
3,152.6
|
|
1,383.5
|
Issuance of senior
unsecured exchangeable notes
|
—
|
|
201.3
|
|
—
|
|
201.3
|
Purchase of capped
call
|
—
|
|
(15.5)
|
|
—
|
|
(15.5)
|
Notes and warrants
issued
|
—
|
|
—
|
|
—
|
|
100.0
|
Repayment of Fairfax
Notes
|
—
|
|
—
|
|
(300.0)
|
|
—
|
Redemption of preferred
shares
|
—
|
|
—
|
|
(330.4)
|
|
—
|
Financing
fees
|
(81.6)
|
|
(24.2)
|
|
(122.2)
|
|
(49.1)
|
Share issuance
cost
|
—
|
|
—
|
|
(0.1)
|
|
—
|
Dividends on common
shares
|
(31.2)
|
|
(31.1)
|
|
(124.6)
|
|
(120.0)
|
Dividends on preferred
shares
|
(15.2)
|
|
(16.8)
|
|
(66.2)
|
|
(67.1)
|
Cash (used in) from
financing activities
|
(31.0)
|
|
101.0
|
|
734.2
|
|
310.9
|
|
|
|
|
|
|
|
|
Increase / (decrease)
in cash, cash equivalents and restricted cash
|
31.0
|
|
83.6
|
|
(15.7)
|
|
145.2
|
Cash, cash equivalents
and restricted cash, beginning of period
|
295.8
|
|
258.9
|
|
342.5
|
|
197.3
|
Cash, cash equivalents
and restricted cash, end of period
|
|
326.8
|
|
342.5
|
|
326.8
|
|
342.5
|
|
The following table
provides a reconciliation of cash, cash equivalents and restricted
cash reported within the consolidated
balance sheets that sum to the amounts shown in the consolidated
statements of cash flows:
|
|
|
December 31,
2021
|
|
December 31,
2020
|
Cash and cash
equivalents
|
$
|
288.6
|
|
$
|
304.3
|
Restricted
cash
|
38.2
|
|
38.2
|
Total cash, cash
equivalents and restricted cash shown in the consolidated
statements of cash flows
|
$
|
326.8
|
|
$
|
342.5
|
ATLAS CORP.
NON-GAAP RECONCILIATIONS
NET EARNINGS TO FUNDS FROM OPERATIONS
|
Three Months
Ended
|
|
Year
Ended
|
(in millions of U.S.
dollars, except shares in
thousands and per share amounts,
unaudited)
|
December 31,
2021
|
December 31,
2020
|
|
December 31,
2021
|
|
December 31,
2020
|
|
|
|
|
|
|
|
GAAP Net earnings
(loss)
|
$
|
142.3
|
$
|
(26.1)
|
|
$
|
400.5
|
|
$
|
192.6
|
|
|
|
|
|
|
|
Preferred share
dividends
|
(15.2)
|
(16.8)
|
|
(65.1)
|
|
(67.1)
|
(Gain) Loss on
sale
|
(15.4)
|
0.7
|
|
(16.4)
|
|
0.2
|
Loss on debt
extinguishment
|
—
|
—
|
|
127.0
|
|
—
|
Unrealized change in
fair value of derivative
instruments
|
(13.8)
|
(5.4)
|
|
(40.6)
|
|
12.9
|
Change in contingent
consideration asset(1)
|
7.3
|
(4.0)
|
|
5.1
|
|
(6.8)
|
Loss on foreign
currency repatriation(2)
|
3.3
|
7.2
|
|
13.9
|
|
18.7
|
Depreciation and
amortization
|
82.0
|
89.3
|
|
366.7
|
|
353.9
|
Goodwill
impairment
|
—
|
117.9
|
|
—
|
|
117.9
|
FFO
|
$
|
190.5
|
$
|
162.8
|
|
$
|
791.1
|
|
$
|
622.3
|
Weighted average number
of shares, basic
|
246,445
|
245,618
|
|
246,300
|
|
241,502
|
Effect of dilutive
securities:
|
|
|
|
|
|
|
Share-based
compensation
|
2,761
|
1,290
|
|
2,433
|
|
541
|
Fairfax
warrants
|
11,190
|
5,417
|
|
10,647
|
|
3,096
|
Holdback
shares
|
3,572
|
6,496
|
|
5,572
|
|
5,375
|
Exchangeable
note
|
1,234
|
—
|
|
902
|
|
—
|
Weighted average shares
outstanding, diluted
|
265,202
|
258,821
|
|
265,854
|
|
250,514
|
FFO per share,
diluted
|
$
|
0.72
|
$
|
0.63
|
|
$
|
2.98
|
|
$
|
2.48
|
|
|
(1)
|
The change in
contingent consideration asset relates to the mark to market impact
of contingent consideration related to the acquisition of APR.
Pursuant to the acquisition agreement, the sellers of APR agreed to
compensate the Company for losses on cash repatriation from a
foreign jurisdiction related to cash generated from specified
contracts less relevant costs (the "Peso Contingent Asset
Arrangement"). The sellers' indemnification obligations will end on
April 30, 2022, or earlier if certain conditions are met. The
sellers of APR further agreed to compensate the Company for losses
on sale or disposal of certain fixed asset and inventory items. The
value of compensation receivable from the sellers is accounted for
as a contingent consideration asset.
|
(2)
|
Loss on foreign
currency repatriation relates to losses recognized on cash
repatriation from a foreign jurisdiction, where compensation is
receivable through the Peso Contingent Asset Arrangement.
Compensation is made by the sellers in cash or return of previously
issued equity, which is offset against the contingent consideration
asset when received and therefore, is not reflected in the income
statement.
|
ATLAS CORP.
NON-GAAP RECONCILIATIONS
NET EARNINGS TO FUNDS FROM OPERATIONS
|
Three Months Ended
December 31, 2021
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other(3)
|
|
Total
|
|
|
|
|
|
|
|
GAAP Net earnings
(loss)
|
$
|
178.7
|
|
$
|
(29.1)
|
|
$
|
(7.3)
|
|
$
|
142.3
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
—
|
|
—
|
|
(15.2)
|
|
(15.2)
|
(Gain) Loss on
sale
|
(15.9)
|
|
0.5
|
|
—
|
|
(15.4)
|
Unrealized change in
fair value of derivative instruments
|
(13.8)
|
|
—
|
|
—
|
|
(13.8)
|
Change in contingent
consideration asset(1)
|
—
|
|
—
|
|
7.3
|
|
7.3
|
Loss on foreign
currency repatriation(2)
|
—
|
|
3.3
|
|
—
|
|
3.3
|
Depreciation and
amortization
|
79.3
|
|
2.7
|
|
—
|
|
82.0
|
FFO
|
$
|
228.3
|
|
$
|
(22.6)
|
|
$
|
(15.2)
|
|
$
|
190.5
|
|
|
|
|
|
|
|
|
|
Year Ended December
31, 2021
|
(in millions of U.S.
dollars)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other(3)
|
|
Total
|
|
|
|
|
|
|
|
GAAP Net earnings
(loss)
|
$
|
387.0
|
|
$
|
16.7
|
|
$
|
(3.2)
|
|
$
|
400.5
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
—
|
|
—
|
|
(65.1)
|
|
(65.1)
|
Gain on sale
|
(15.9)
|
|
(0.5)
|
|
—
|
|
(16.4)
|
Loss on debt
extinguishment
|
127.0
|
|
—
|
|
—
|
|
127.0
|
Unrealized change in
fair value of derivative instruments
|
(40.6)
|
|
—
|
|
—
|
|
(40.6)
|
Change in contingent
consideration asset(1)
|
—
|
|
—
|
|
5.1
|
|
5.1
|
Loss on foreign
currency repatriation(2)
|
—
|
|
13.9
|
|
—
|
|
13.9
|
Depreciation and
amortization
|
307.9
|
|
58.8
|
|
—
|
|
366.7
|
FFO
|
$
|
765.4
|
|
$
|
88.9
|
|
$
|
(63.2)
|
|
$
|
791.1
|
(1)
|
The change in
contingent consideration asset relates to the mark to market impact
of contingent consideration related to the acquisition of APR.
Pursuant to the acquisition agreement, the sellers of APR agreed to
compensate the Company for losses on cash repatriation from a
foreign jurisdiction related to cash generated from specified
contracts less relevant costs. The sellers' indemnification
obligations will end on April 30, 2022, or earlier if certain
conditions are met. The sellers of APR further agreed to compensate
the Company for losses on sale or disposal of certain fixed asset
and inventory items. The value of compensation receivable from the
sellers is accounted for as a contingent consideration
asset.
|
(2)
|
Loss on foreign
currency repatriation relates to losses recognized on cash
repatriation from a foreign jurisdiction, where compensation is
receivable through the Peso Contingent Asset Arrangement.
Compensation is made by the sellers in cash or return of previously
issued equity, which is offset against the contingent consideration
asset when received and therefore, is not reflected in the income
statement.
|
(3)
|
Elimination and Other
includes amounts relating to preferred shares, change in contingent
consideration asset, elimination of intercompany transactions and
unallocated amounts.
|
ATLAS CORP.
NON-GAAP RECONCILIATIONS
NET EARNINGS TO ADJUSTED EPS
|
Three months
ended
December 31,
|
|
Year ended
December 31,
|
(in millions of U.S.
dollars, except shares in
thousands and per share amounts, unaudited)
|
2021
|
2020
|
|
2021
|
2020
|
|
|
|
|
|
|
GAAP Net earnings
(loss)
|
$
|
142.3
|
$
|
(26.1)
|
|
$
|
400.5
|
$
|
192.6
|
Preferred share
dividends
|
(15.2)
|
(16.8)
|
|
(65.1)
|
(67.1)
|
Loss on debt
extinguishment
|
—
|
—
|
|
127.0
|
—
|
(Gain) Loss on
sale
|
(15.4)
|
0.7
|
|
(16.4)
|
0.2
|
Goodwill
impairment
|
—
|
117.9
|
|
—
|
117.9
|
Adjusted
Earnings
|
$
|
111.7
|
$
|
75.7
|
|
$
|
446.0
|
$
|
243.6
|
Weighted average number
of shares, basic
|
246,445
|
245,618
|
|
246,300
|
241,502
|
Effect of dilutive
securities:
|
|
|
|
|
|
Share-based
compensation
|
2,761
|
1,290
|
|
2,433
|
541
|
Fairfax
warrants
|
11,190
|
5,417
|
|
10,647
|
3,096
|
Holdback
shares
|
3,572
|
6,496
|
|
5,572
|
5,375
|
Exchangeable
notes
|
1,234
|
—
|
|
902
|
—
|
Weighted average shares
outstanding, diluted
|
265,202
|
258,821
|
|
265,854
|
250,514
|
Adjusted EPS,
diluted
|
$
|
0.42
|
$
|
0.29
|
|
$
|
1.68
|
$
|
0.97
|
|
Three Months Ended
December 31, 2021
|
(in millions of U.S.
dollars,
unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination and
Other(1)
|
|
Total
|
|
|
|
|
|
|
|
GAAP Net earnings
(loss)
|
$
|
178.7
|
|
$
|
(29.1)
|
|
$
|
(7.3)
|
|
$
|
142.3
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
—
|
|
—
|
|
(15.2)
|
|
(15.2)
|
(Gain) Loss on
sale
|
(15.9)
|
|
0.5
|
|
—
|
|
(15.4)
|
Adjusted Earnings
(loss)
|
$
|
162.8
|
|
$
|
(28.6)
|
|
$
|
(22.5)
|
|
$
|
111.7
|
|
|
|
|
|
|
|
|
|
Year Ended December
31, 2021
|
(in millions of U.S.
dollars,
unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination and
Other(1)
|
|
Total
|
|
|
|
|
|
|
|
GAAP Net earnings
(loss)
|
$
|
387.0
|
|
$
|
16.7
|
|
$
|
(3.2)
|
|
$
|
400.5
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
—
|
|
—
|
|
(65.1)
|
|
(65.1)
|
Loss on debt
extinguishment
|
127.0
|
|
—
|
|
—
|
|
127.0
|
Gain on sale
|
(15.9)
|
|
(0.5)
|
|
—
|
|
(16.4)
|
Adjusted Earnings
(loss)
|
$
|
498.1
|
|
$
|
16.2
|
|
$
|
(68.3)
|
|
$
|
446.0
|
(1)
|
Elimination and Other
includes amounts relating to preferred shares, elimination of
intercompany transactions and unallocated amounts.
|
ATLAS CORP.
NON-GAAP RECONCILIATIONS
NET EARNINGS TO ADJUSTED EBITDA
|
Three months
ended
December 31,
|
|
Year ended
December 31,
|
(in millions of U.S.
dollars, unaudited)
|
2021
|
2020
|
|
2021
|
2020
|
|
|
|
|
|
|
GAAP Net earnings
(loss)
|
$
|
142.3
|
$
|
(26.1)
|
|
$
|
400.5
|
$
|
192.6
|
|
|
|
|
|
|
Interest
expense
|
45.7
|
45.9
|
|
197.1
|
191.6
|
Interest
income
|
(0.3)
|
(1.6)
|
|
(3.1)
|
(5.0)
|
Income tax
expense
|
24.6
|
4.1
|
|
33.0
|
16.6
|
Depreciation and
amortization
|
82.0
|
89.3
|
|
366.7
|
353.9
|
Loss on debt
extinguishment
|
—
|
—
|
|
127.0
|
—
|
(Gain) Loss on
sale
|
(15.4)
|
0.7
|
|
(16.4)
|
0.2
|
(Gain) Loss on
derivative instruments
|
(7.3)
|
1.5
|
|
(14.1)
|
35.5
|
Change in contingent
consideration asset(1)
|
7.3
|
(4.0)
|
|
5.1
|
(6.8)
|
Loss on foreign
currency repatriation(2)
|
3.3
|
7.2
|
|
13.9
|
18.7
|
Goodwill
impairment
|
—
|
117.9
|
|
—
|
117.9
|
Other
expenses
|
1.3
|
3.8
|
|
6.5
|
8.6
|
Adjusted
EBITDA
|
$
|
283.5
|
$
|
238.7
|
|
$
|
1,116.2
|
$
|
923.8
|
(1)
The change in contingent
consideration asset relates to the mark to market impact of
contingent consideration related to the acquisition of APR.
Pursuant to the acquisition agreement, the sellers of APR agreed to
compensate the Company for losses on cash repatriation from a
foreign jurisdiction related to cash generated from specified
contracts less relevant costs. The sellers' indemnification
obligations will end on April 30, 2022, or earlier if certain
conditions are met. The sellers of APR further agreed to compensate
the Company for losses on sale or disposal of certain fixed asset
and inventory items. The value of compensation receivable from the
sellers is accounted for as a contingent consideration
asset.
|
(2)
Loss on foreign currency repatriation
relates to losses recognized on cash repatriation from a foreign
jurisdiction, where compensation is receivable through the Peso
Contingent Asset Arrangement. Compensation is made by the sellers
in cash or return of previously issued equity, which is offset
against the contingent consideration asset when received and
therefore, is not reflected in the income statement.
|
ATLAS CORP.
NON-GAAP RECONCILIATIONS
NET EARNINGS TO ADJUSTED EBITDA
|
Three Months Ended
December 31, 2021
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (3)
|
|
Total
|
GAAP Net earnings
(loss)
|
$
|
178.7
|
|
$
|
(29.1)
|
|
$
|
(7.3)
|
|
$
|
142.3
|
|
|
|
|
|
|
|
|
Interest
expense
|
40.8
|
|
5.0
|
|
(0.1)
|
|
45.7
|
Interest
income
|
—
|
|
(0.3)
|
|
—
|
|
(0.3)
|
Income tax
expense
|
0.1
|
|
24.5
|
|
—
|
|
24.6
|
Depreciation and
amortization
|
79.3
|
|
2.7
|
|
—
|
|
82.0
|
(Gain) Loss on
sale
|
(15.9)
|
|
0.5
|
|
—
|
|
(15.4)
|
Gain on derivative
instruments
|
(7.3)
|
|
—
|
|
—
|
|
(7.3)
|
Change in contingent
consideration asset(1)
|
—
|
|
—
|
|
7.3
|
|
7.3
|
Loss on foreign
currency repatriation(2)
|
—
|
|
3.3
|
|
—
|
|
3.3
|
Other expenses
(income)
|
3.8
|
|
(2.9)
|
|
0.4
|
|
1.3
|
Adjusted
EBITDA
|
$
|
279.5
|
|
$
|
3.7
|
|
$
|
0.3
|
|
$
|
283.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
31, 2021
|
(in millions of U.S.
dollars)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (3)
|
|
Total
|
GAAP Net earnings
(loss)
|
$
|
387.0
|
|
$
|
16.7
|
|
$
|
(3.2)
|
|
$
|
400.5
|
|
|
|
|
|
|
|
|
Interest
expense
|
178.8
|
|
20.2
|
|
(1.9)
|
|
197.1
|
Interest
income
|
(0.3)
|
|
(2.8)
|
|
—
|
|
(3.1)
|
Income tax
expense
|
0.8
|
|
32.2
|
|
—
|
|
33.0
|
Depreciation and
amortization
|
307.9
|
|
58.8
|
|
—
|
|
366.7
|
Loss on debt
extinguishment
|
127.0
|
|
—
|
|
—
|
|
127.0
|
Gain on sale
|
(15.9)
|
|
(0.5)
|
|
—
|
|
(16.4)
|
Gain on derivative
instruments
|
(14.1)
|
|
—
|
|
—
|
|
(14.1)
|
Change in contingent
consideration asset(1)
|
—
|
|
—
|
|
5.1
|
|
5.1
|
Loss on foreign
currency repatriation(2)
|
—
|
|
13.9
|
|
—
|
|
13.9
|
Other expenses
(income)
|
7.2
|
|
(2.1)
|
|
1.4
|
|
6.5
|
Adjusted
EBITDA
|
$
|
978.4
|
|
$
|
136.4
|
|
$
|
1.4
|
|
$
|
1,116.2
|
(1)
|
The change in
contingent consideration asset relates to the mark to market impact
of contingent consideration related to the acquisition of APR.
Pursuant to the acquisition agreement, the sellers of APR agreed to
compensate the Company for losses on cash repatriation from a
foreign jurisdiction related to cash generated from specified
contracts less relevant costs. The sellers' indemnification
obligations will end on April 30, 2022, or earlier if certain
conditions are met. The sellers of APR further agreed to compensate
the Company for losses on sale or disposal of certain fixed asset
and inventory items. The value of compensation receivable from the
sellers is accounted for as a contingent consideration
asset.
|
(2)
|
Loss on foreign
currency repatriation relates to losses recognized on cash
repatriation from a foreign jurisdiction, where compensation is
receivable through the Peso Contingent Asset Arrangement.
Compensation is made by the sellers in cash or return of previously
issued equity, which is offset against the contingent consideration
asset when received and therefore, is not reflected in the income
statement.
|
(3)
|
Elimination and Other
includes amounts relating to preferred shares, change in contingent
consideration asset, elimination of intercompany transactions and
unallocated amounts.
|
ATLAS CORP.
NON-GAAP RECONCILIATIONS
NET DEBT TO ADJUSTED EBITDA
(in millions of U.S.
dollars, unaudited)
|
December 31,
2021
|
December 31,
2020
|
Long-term debt
(1)
|
$
4,282.8
|
$
|
3,566.1
|
Other financing
arrangements (1)
|
1,339.8
|
865.8
|
Deferred financing
fees
|
80.9
|
58.6
|
Total
Borrowings
|
5,703.5
|
4,490.5
|
Debt discount and fair
value adjustment
|
5.1
|
137.1
|
Cash and cash
equivalents
|
(288.6)
|
(304.3)
|
Restricted
cash
|
(38.2)
|
(38.2)
|
Net
Debt
|
$
5,381.8
|
$
4,285.1
|
|
|
|
|
Twelve Months
Ended
|
(in millions of U.S.
dollars, unaudited)
|
December 31,
2021
|
December 31,
2020
|
Net
earnings
|
$
|
400.5
|
$
|
192.6
|
Interest
expense
|
197.1
|
191.6
|
Interest
income
|
(3.1)
|
(5.0)
|
Income tax
expense
|
33.0
|
16.6
|
Depreciation and
amortization
|
366.7
|
353.9
|
Loss on debt
extinguishment
|
127.0
|
—
|
(Gain) Loss on
sale
|
(16.4)
|
0.2
|
(Gain) Loss on
derivative instruments
|
(14.1)
|
35.5
|
Change in contingent
consideration asset(2)
|
5.1
|
(6.8)
|
Loss on foreign
currency repatriation(3)
|
13.9
|
18.7
|
Goodwill
impairment
|
—
|
117.9
|
Other
expenses
|
6.5
|
8.6
|
Adjusted
EBITDA
|
$
|
1,116.2
|
$
|
923.8
|
|
|
|
Net Debt to Adjusted
EBITDA
|
4.8x
|
4.6x
|
(1)
|
Debt and other
financing arrangements include both current and long-term
portions.
|
(2)
|
The change in
contingent consideration asset relates to the mark to market impact
of contingent consideration related to the acquisition of APR.
Pursuant to the acquisition agreement, the sellers of APR agreed to
compensate the Company for losses on cash repatriation from a
foreign jurisdiction related to cash generated from specified
contracts less relevant costs. The sellers' indemnification
obligations will end on April 30, 2022, or earlier if certain
conditions are met. The sellers of APR further agreed to compensate
the Company for losses on sale or disposal of certain fixed asset
and inventory items. The value of compensation receivable from the
sellers is accounted for as a contingent consideration
asset.
|
(3)
|
Loss on foreign
currency repatriation relates to losses recognized on cash
repatriation from a foreign jurisdiction, where compensation is
receivable through the Peso Contingent Asset Arrangement.
Compensation is made by the sellers in cash or return of previously
issued equity, which is offset against the contingent consideration
asset when received and therefore, is not reflected in the income
statement
|
ATLAS CORP.
NON-GAAP RECONCILIATIONS
OPERATING NET DEBT TO ADJUSTED EBITDA
|
As at December 31,
2021
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination and
Other(4)
|
|
Total
|
Long-term debt
(1)
|
$
|
4,075.4
|
|
$
|
260.3
|
|
$
|
(52.9)
|
|
$
|
4,282.8
|
Other financing
arrangements (1)
|
1,339.8
|
|
—
|
|
—
|
|
1,339.8
|
Deferred financing
fees
|
75.1
|
|
5.8
|
|
—
|
|
80.9
|
Total
Borrowings
|
5,490.3
|
|
266.1
|
|
(52.9)
|
|
5,703.5
|
Debt discount and fair
value adjustment
|
5.1
|
|
—
|
|
—
|
|
5.1
|
Cash and cash
equivalents
|
(188.1)
|
|
(100.5)
|
|
—
|
|
(288.6)
|
Restricted
cash
|
—
|
|
(38.2)
|
|
—
|
|
(38.2)
|
Net
Debt
|
$
|
5,307.3
|
|
$
|
127.4
|
|
$
|
(52.9)
|
|
$
|
5,381.8
|
Vessels under
construction
|
(1,095.6)
|
|
—
|
|
—
|
|
(1,095.6)
|
Operating Net
Debt
|
$
|
4,211.7
|
|
$
|
127.4
|
|
$
|
(52.9)
|
|
$
|
4,286.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
31, 2021
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination and
Other(4)
|
|
Total
|
Net earnings
(loss)
|
$
|
387.0
|
|
$
|
16.7
|
|
$
|
(3.2)
|
|
$
|
400.5
|
Interest
expense
|
178.8
|
|
20.2
|
|
(1.9)
|
|
197.1
|
Interest
income
|
(0.3)
|
|
(2.8)
|
|
—
|
|
(3.1)
|
Income tax
expense
|
0.8
|
|
32.2
|
|
—
|
|
33.0
|
Depreciation and
amortization
|
307.9
|
|
58.8
|
|
—
|
|
366.7
|
Loss on debt
extinguishment
|
127.0
|
|
—
|
|
—
|
|
127.0
|
Gain on sale
|
(15.9)
|
|
(0.5)
|
|
—
|
|
(16.4)
|
Gain on derivative
instruments
|
(14.1)
|
|
—
|
|
—
|
|
(14.1)
|
Change in contingent
consideration asset(2)
|
—
|
|
—
|
|
5.1
|
|
5.1
|
Loss on foreign
currency repatriation(3)
|
—
|
|
13.9
|
|
—
|
|
13.9
|
Other expenses
(income)
|
7.2
|
|
(2.1)
|
|
1.4
|
|
6.5
|
Adjusted
EBITDA
|
$
|
978.4
|
|
$
|
136.4
|
|
$
|
1.4
|
|
$
|
1,116.2
|
|
|
|
|
|
|
|
|
Operating Net Debt
to Adjusted EBITDA
|
4.3x
|
|
0.9x
|
|
|
|
3.8x
|
(1)
|
Debt and other
financing arrangements include both current and long-term
portions.
|
(2)
|
The change in
contingent consideration asset relates to the mark to market impact
of contingent consideration related to the acquisition of APR.
Pursuant to the acquisition agreement, the sellers of APR agreed to
compensate the Company for losses on cash repatriation from a
foreign jurisdiction related to cash generated from specified
contracts less relevant costs. The sellers' indemnification
obligations will end on April 30, 2022, or earlier if certain
conditions are met. The sellers of APR further agreed to compensate
the Company for losses on sale or disposal of certain fixed asset
and inventory items. The value of compensation receivable from the
sellers is accounted for as a contingent consideration
asset.
|
(3)
|
Loss on foreign
currency repatriation relates to losses recognized on cash
repatriation from a foreign jurisdiction, where compensation is
receivable through the Peso Contingent Asset Arrangement.
Compensation is made by the sellers in cash or return of previously
issued equity, which is offset against the contingent consideration
asset when received and therefore, is not reflected in the income
statement.
|
(4)
|
Elimination and Other
includes amounts relating to preferred shares, change in contingent
consideration asset, elimination of intercompany transactions and
unallocated amounts.
|
ATLAS CORP.
NON-GAAP RECONCILIATIONS
OPERATING BORROWINGS
|
As at December
31,
|
|
2021
|
|
2020
|
(in millions of U.S.
dollars, unaudited)
|
Total
Outstanding
|
|
Interest Rate
(7)
|
Years to
Maturity
|
|
Total
Outstanding
|
Revolving credit
facilities(1)(2)
|
$
|
—
|
|
—
|
—
|
|
$
|
283.0
|
Term loan credit
facilities(1)(2)
|
2,341.8
|
|
1.9%
|
3.83
|
|
2,583.8
|
Senior unsecured
notes(2)(3)
|
1,302.4
|
|
5.9%
|
5.92
|
|
80.0
|
Fairfax
notes(2)(4)
|
—
|
|
—
|
—
|
|
600.0
|
Senior unsecured
exchangeable notes (2)(5)
|
201.3
|
|
3.8%
|
3.96
|
|
201.3
|
Senior secured
notes(2)(6)
|
500.0
|
|
4.1%
|
11.41
|
|
—
|
Debt discount and fair
value adjustment
|
(5.1)
|
|
—
|
—
|
|
(137.1)
|
Deferred financing
fees on long term debt
|
(57.6)
|
|
—
|
—
|
|
(44.9)
|
Long term
debt
|
$
|
4,282.8
|
|
|
|
|
$
|
3,566.1
|
|
|
|
|
|
|
|
Other financing
arrangements(2)
|
1,363.1
|
|
3.1%
|
10.24
|
|
879.5
|
Deferred financing fees
on other financing arrangements
|
(23.3)
|
|
—
|
—
|
|
(13.7)
|
Other financing
arrangements
|
$
|
1,339.8
|
|
|
|
|
$
|
865.8
|
|
|
|
|
|
|
|
Total deferred
financing fees
|
80.9
|
|
—
|
—
|
|
58.6
|
Total
borrowings
|
$
|
5,703.5
|
|
|
|
|
$
|
4,490.5
|
Vessels under
construction(8)
|
(1,095.6)
|
|
—
|
—
|
|
(42.0)
|
Operating
borrowings
|
$
|
4,607.9
|
|
|
|
|
$
|
4,448.5
|
(1)
|
As at December 31,
2021, $2,617.7 million was secured by vessels.
|
(2)
|
These exclude deferred
financing fees and include both current and long-term
portions.
|
(3)
|
Corresponds to the
following: (i) 7.125% senior unsecured notes due in 2027, (ii) 6.5%
senior unsecured sustainability-linked bonds issued in the Nordic
bond market, due in 2024 and 2026, and (iii) 5.5% senior unsecured
notes due 2029.
|
(4)
|
Corresponds to the
5.50% senior notes due in 2025, 2026 and 2027.
|
(5)
|
Corresponds to the
3.75% senior unsecured notes where the holder has the option to
exchange into Atlas common shares, cash or combination of Atlas
common shares or cash, at Seaspan's discretion, on or after
September 2025 or earlier upon the occurrence of certain
conditions. The notes are due in December 2025.
|
(6)
|
Corresponds to
Sustainability-Linked Senior Secured Notes with fixed interest
rates ranging from 3.91% to 4.26% and maturities between 2031 and
2036.
|
(7)
|
As at December 31,
2021, the three month and six-month average LIBOR on the Company's
term loan credit facilities were 0.2% and 0.2%,
respectively.
|
(8)
|
As at December 31, 2021
this represents the installment payments and other capitalized
costs related to 67 vessels.
|
Definitions of Non-GAAP Financial Measures
This release includes various financial measures that are
non-GAAP financial measures as defined under the rules of the
United States Securities and Exchange Commission ("SEC"). These
non-GAAP financial measures, which include FFO, FFO Per Share,
Diluted ("FFO Per Share"), Adjusted Earnings, Adjusted Earnings Per
Share, Diluted ("Adjusted EPS"), Adjusted EBITDA, Net Debt,
Operating Net Debt and Total Borrowings, are intended to provide
additional information and are not prepared in accordance with, and
should not be considered substitutes for financial measures
prepared in accordance with U.S. generally accepted accounting
principles ("GAAP"). Investors are cautioned that there are
material limitations associated with the use of the non-GAAP
financial measures as an analytical tool.
FFO and FFO Per Share represent net
earnings adjusted for depreciation and amortization, gains/losses
on sale, unrealized change in fair value of derivative instruments,
loss on foreign currency repatriation, change in contingent
consideration asset, preferred share dividends accumulated,
impairment, loss on debt extinguishment and certain other items
that management believes are not representative of its operating
performance. FFO and FFO Per Share are useful performance measures
because they exclude those items that management believes are not
representative of its performance.
FFO and FFO Per Share are not defined by GAAP and should not be
considered as an alternative to net earnings, earnings per share or
any other indicator of the Company's performance required to be
reported by GAAP. In addition, these measures may not be comparable
to similar measures presented by other companies.
Adjusted Earnings and Adjusted EPS represent net
earnings adjusted for preferred share dividends accumulated,
impairment, loss on debt extinguishment, gains/losses on sale and
certain other items that management believes are not representative
of its ongoing performance.
Adjusted Earnings and Adjusted EPS are not defined by GAAP and
should not be considered as an alternative to net earnings, net
earnings per share or any other indicator of the Company's
performance required to be reported by GAAP. In addition, these
measures may not be comparable to similar measures presented by
other companies and the closest measure is net earnings. Management
believes that these metrics are helpful in providing investors with
information to assess the ongoing operations of the business.
Adjusted EBITDA represents net earnings before interest
expense and income, tax expense, depreciation and amortization,
impairment, write-down and gains/losses on sale, gains/losses on
derivative instruments, loss on foreign currency repatriation,
change in contingent consideration asset, loss on debt
extinguishment, other expenses and certain other items that
management believes are not representative of its operating
performance.
Adjusted EBITDA provides useful information to investors in
assessing the Company's results from operations. Management
believes that this measure is useful in assessing performance and
highlighting trends on an overall basis. Management also believes
that this performance measure can be useful in comparing its
results with those of other companies, even though other companies
may not calculate this measure in the same way. The GAAP measure
most directly comparable to Adjusted EBITDA is net earnings.
Adjusted EBITDA is not defined by GAAP and should not be considered
as an alternative to net earnings, or any other indicator of the
Company's performance required to be reported by GAAP.
The Company is unable to provide reconciliations of
forward-looking Adjusted EBITDA and its components to their most
directly comparable GAAP financial measures on a forward-looking
basis because the necessary components that impact those GAAP
financial measures cannot be reliably predicted. These components
include, but are not limited to, income tax expense, gains/losses
on sale, loss on derivative instruments, impairment, change in
contingent consideration asset and loss on foreign currency
repatriation. Such components may have a significant, and
potentially unpredictable, impact on our future financial
results.
Total Borrowings represents long-term
debt and other financing arrangements, excluding deferred
financing fees. Operating borrowings represents Total
Borrowings less amounts related to vessels under construction.
Net Debt represents Total Borrowings before debt discount
and fair value adjustments, net of cash and cash equivalents and
restricted cash. Operating Net Debt represents Net Debt less
amounts related to vessels under construction.
Net Debt and Total Borrowings provide useful information to
investors in assessing the Company's leverage. Management believes
these measures are useful in assessing the Company's ability to
settle contracted debt payments. Management also believes that
these leverage measurements can be useful in comparing the
Company's position with those of other companies, even though other
companies may not calculate these measures in the same way. The
GAAP measure most directly comparable to Net Debt and Total
Borrowings is the total of long-term debt and other financing
arrangements. Net Debt and Total Borrowings are not defined by GAAP
and should not be considered as an alternative to long-term debt
and other financing arrangements, or any other indicator of the
Company's financial position required to be reported by GAAP.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This release contains forward-looking statements (as such term
is defined in Section 21E of the Securities Exchange Act of 1934,
as amended, or the Exchange Act). Statements that are predictive in
nature, that depend upon or refer to future events or conditions,
or that include words such as "continue," "expects," "anticipates,"
"intends," "plans," "believes," "estimates," "projects,"
"forecasts," "guidance", "will," "may," "potential," "should" and
similar expressions are forward looking statements. These
forward-looking statements represent Atlas' estimates and
assumptions only as of the date of this release and are not
intended to give any assurance as to future results. As a result,
you are cautioned not to rely on any forward-looking statements.
Forward-looking statements appear in a number of places in this
release. Although these statements are based upon assumptions Atlas
believes to be reasonable based upon available information, they
are subject to risks and uncertainties. These risks and
uncertainties include, but are not limited to:
- Atlas' future operating and financial results;
- Atlas' future growth prospects;
- Atlas' business strategy and capital allocation plans, and
other plans and objectives for future operations;
- Atlas' primary sources of funds for short, medium and long-term
liquidity needs;
- potential acquisitions, financing arrangements and other
investments, and the expected benefits from such transactions;
- Atlas' financial condition and liquidity, including its ability
to realize the benefits of recent financing activities, borrow and
repay funds under its credit facilities, its ability to obtain
waivers or secure acceptable replacement charters under the credit
facilities, its ability to refinance existing facilities and notes,
and to obtain additional financing in the future to fund capital
expenditures, acquisitions and other general corporate
activities;
- conditions in the public equity market and the price of Atlas'
shares;
- changes in governmental rules and regulations or actions taken
by regulatory authorities, and the effect of governmental
regulations on Atlas' business;
- the financial condition of Seaspan's and APR's customers,
lenders and other counterparties and their ability to perform their
obligations under their agreements with Seaspan and APR,
respectively;
- the continued ability to meet specified restrictive covenants
in Atlas' and its subsidiaries' financing and lease arrangements,
notes and preferred shares;
- any economic downturn in the global financial markets and
potential negative effects of any recurrence of such disruptions on
the demand for the services of Seaspan's containerships or APR's
mobile power solutions or on our customers' ability to charter our
vessels, lease our power generation assets and pay for our
services;
- the length and severity of the novel coronavirus (COVID-19)
pandemic, including as a result of new variants of the virus, and
its impact on Atlas' business;
- a major customer experiencing financial distress, due to the
COVID-19 pandemic, bankruptcy or otherwise;
- global economic and market conditions and shipping industry
trends, including charter rates and other factors affecting supply
and demand for our containerships and power generation
solutions;
- disruptions in global credit and financial markets as the
result of the COVID-19 pandemic or otherwise;
- Atlas' expectations as to impairments of its vessels and power
generation assets, including the timing and amount of potential
impairments;
- the future valuation of Atlas' vessels, power generation assets
and goodwill;
- future time charters and vessel deliveries, including future
long-term charters for certain existing vessels;
- estimated future capital expenditures needed to preserve the
operating capacity of Seaspan's containership fleet and comply with
regulatory standards, as well as Atlas' expectations regarding
future dry-docking and operating expenses, including ship operating
expense and expenses related to performance under our contracts for
the supply of power generation capacity, and general and
administrative expenses;
- availability of crew, number of off-hire days and dry-docking
requirements;
- Seaspan's continued ability to maintain, enter into or renew
primarily long-term, fixed-rate time charters for its vessels and
leases of our power generation assets;
- the potential for early termination of long-term time charters
and Seaspan's potential inability to enter into, renew or replace
long-term time charters;
- Seaspan's ability to leverage to its advantage its
relationships and reputation in the containership industry;
- changes in technology, prices, industry standards,
environmental regulation and other factors which could affect
Atlas' competitive position, revenues and asset values;
- disruptions and security threats to our technology
systems;
- taxation of Atlas and of distributions to its
shareholders;
- Atlas' exemption from tax on U.S. source international
transportation income;
- the continued availability of services, equipment and software
from subcontractors or third-party suppliers required to provide
APR's power generation solutions;
- APR's ability to protect its intellectual property and defend
against possible third-party infringement claims relating to its
power generation solutions;
- Atlas' ability to achieve or realize expected benefits from ESG
initiatives;
- potential liability from future litigation;
- other factors detailed from time to time in Atlas' periodic
reports; and
- other risks that are not currently material or known to
us.
Forward-looking statements in this release are estimates and
assumptions reflecting the judgment of senior management and
involve known and unknown risks and uncertainties. These
forward-looking statements are based upon a number of assumptions
and estimates that are inherently subject to significant
uncertainties and contingencies, many of which are beyond Atlas'
control. Actual results may differ materially from those expressed
or implied by such forward-looking statements. Accordingly, all
forward-looking statements should be considered in light of various
important factors listed above and including, but not limited to,
those set forth in "Item 3. Key Information—D. Risk Factors" in
Atlas' Annual Report for the year ended December 31, 2020 on Form 20-F filed with the SEC
on March 19, 2021.
Atlas does not intend to revise any forward-looking statements
in order to reflect any change in its expectations or events or
circumstances that may subsequently arise. Atlas expressly
disclaims any obligation to update or revise any of these
forward-looking statements, whether because of future events, new
information, a change in Atlas' views or expectations, or
otherwise. You should carefully review and consider the various
disclosures included in Atlas' Annual Report and in Atlas' other
filings made with the SEC that attempt to advise interested parties
of the risks and factors that may affect Atlas' businesses,
prospects and results of operations.
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SOURCE Atlas Corp.