Adjusted EBITDA(1) growth of 16.5%
to $277.1 million driven by highly
differentiated business model
LONDON,
UK, May 11, 2022 /PRNewswire/ - Atlas ("Atlas"
or the "Company") (NYSE: ATCO) announced today its results for the
quarter ended March 31, 2022.
Financial Highlights:
- First quarter 2022 financial performance compared to first
quarter 2021:
-
- Revenue growth of 9.5% to $408.1
million
- Net earnings of $169.4 million
and Diluted EPS of $0.56
- Adjusted EBITDA(1) growth of 16.5% to $277.1 million
- Adjusted diluted EPS(1) growth of 56.0% to
$0.39
- FFO per diluted share(1) growth of 21.7% to
$0.73
- Robust balance sheet with liquidity of $951.3 million, total borrowings(1) to
total assets of 53.2%
|
(1)
|
Non-GAAP financial
measure. A reconciliation of each non-GAAP financial measure to the
most closely comparable GAAP measure is included in this release
beginning on page 12.
|
Comments from Management:
Bing Chen, President and CEO
of Atlas, commented: "Following a strong 2021 performance, Atlas
continued its solid financial results in the first quarter of 2022.
Seaspan strengthened its customer partnership with a global liner
by forward fixing charters for 18 vessels, leveraging our creative
customer solutions and differentiated business model. Despite the
pandemic and European conflict, Seaspan continued diligently
executing its newbuild program with one newbuild delivery in April
ahead of schedule. Our entire newbuild program remains on track
thanks to our experienced teams and integrated platform that have
now delivered 114 newbuilds."
"APR Energy also delivered solid performance as we continue to
leverage Atlas' five key competencies to pivot the business to
longer-term, predictable cash flow opportunities. APR secured three
new deployments, which includes the renewal of APR's IID contract
in California for 74 MW, a new
market contract in Brazil for 226
MW, and the dry leasing of five turbines for 120 MW. Focusing on
operational excellence and creative partnership, APR successfully
extended its Brazil contract from
12 months to 44 months, furthering its growth strategy of providing
longer-term energy capacity solutions."
"With our customers' trusted partnerships, our dedicated team
and differentiated business model, we are well positioned to drive
future quality growth and continue delivering increasing
shareholder value."
Graham Talbot, CFO of Atlas,
commented, "I am very proud of our entire team's consistent
high-performance during a period of considerable global
uncertainty. These results demonstrate the resilience of our fully
integrated platform which provides consistent delivery in all
market conditions. Our continued focus on optimizing our capital
structure, coupled with a gross contracted cash flow balance of
$18.1 billion and liquidity balance
of $951.3 million as of quarter end,
positions Atlas to continue executing on our track-record of
disciplined capital allocation and quality growth."
"We are pleased to see a strong vote of confidence from our
strategic shareholder, Fairfax Financial, who exercised warrants to
purchase 25 million common shares of Atlas in April. This resulted
in proceeds of over $200.0 million
dollars to Atlas which will be used to repay outstanding
debt and for other general corporate purposes. This is yet another
demonstration of our shareholders' continued confidence in our
highly differentiated, risk-adjusted, capital allocation business
model."
Significant Developments in the First Quarter of 2022 &
Subsequent Events
Containership Sale Developments
In February 2022, Seaspan
completed the sale of one vessel for gross proceeds of $32.8 million. Seaspan continues to manage the
ship operations of this vessel pursuant to a management agreement
entered into in connection with the sale. As of March 31, 2022, Seaspan had also entered into
agreements for five more vessel sales, one of which closed in
April 2022. The remaining four vessel
sales are expected to complete in the second quarter of 2022,
subject to closing conditions.
In April 2022, Seaspan entered
into agreements for the sale of an additional four 4,250 TEU
vessels. The sales are expected to be completed in the second and
third quarters of 2022, subject to closing conditions.
The table below summarizes our Containership Leasing fleet:
|
Actual
|
Expected
|
|
Containership
Leasing (# of vessels)
|
Q1
2022
|
Remainder of
2022
|
2023
|
2024
|
|
Beginning of period
balance
|
133
|
132
|
137
|
160
|
|
Delivered/Acquired
|
—
|
—
|
—
|
—
|
|
Future scheduled
deliveries
|
—
|
8
|
23
|
36
|
|
Sold(1)
|
(1)
|
(3)
|
—
|
—
|
|
End of period
balance
|
132
|
137
|
160
|
196
|
|
End of period
balance (managed)(1)(2)
|
2
|
4
|
4
|
4
|
|
|
(1) Excludes
vessel sales that have not yet closed as at May 10, 2022 and
includes assets held for sale
|
|
(2)
Represents vessels that are operated on behalf of other
owners
|
Containership Leasing and Newbuild Developments
Seaspan entered into proactive lease extensions for 18 operating
vessels in the first quarter of 2022.
In April 2022, Seaspan accepted
delivery of its fourth 12,200 TEU vessel which commenced an 18-year
bareboat charter upon delivery.
Mobile Power Generation Developments
APR Energy entered into contracts to provide a customer with up
to 226 MW of gas power generation capacity in Itaguaí, Rio De Janeiro, for a minimum of 12
consecutive months commencing in May 2022. In March 2022, APR Energy extended this 12-month gas
generation capacity contract in Brazil to a 44-month contract. 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 12 consecutive months which commenced 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 its first
renewal with APR Energy.
Financing Development
On February 16, 2022, Seaspan
closed its new $250.0 million 3-year
unsecured revolving credit facility (the "New Seaspan RCF"), which
replaces a $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.
Exercise of Fairfax Warrants
On April 7, 2022, Fairfax
Financial Holdings Limited ("Fairfax") exercised warrants to
purchase 25.0 million common shares of Atlas. The warrants, which
were originally issued on July 16,
2018, had an exercise price of $8.05 per common share for an aggregate exercise
price of $201.3 million. Immediately
following this exercise, Fairfax
and its affiliates held in aggregate 124,805,753 common shares,
representing 45.1% of the then issued and outstanding common shares
of Atlas. Fairfax continues to
hold 6.0 million warrants.
Distribution
On April 7, 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
May 2, 2022.
Common Shares Outstanding
As of May 1, 2022, there were
276.9 million common shares outstanding.
Consolidated Results:
The following table summarizes Atlas' consolidated results for
the three months ended March 31, 2022, and March 31,
2021.
|
Three Months
Ended
|
|
(in millions of U.S.
dollars, except per share amounts,
percentages and ratios, unaudited)
|
March 31,
2022
|
|
March 31,
2021
|
|
Key
Metrics
|
|
|
|
|
Revenue
|
$
408.1
|
|
$
372.6
|
|
Net earnings
|
169.4
|
|
97.6
|
|
Adjusted
EBITDA(1)
|
277.1
|
|
237.9
|
|
FFO(1)
|
204.0
|
|
159.2
|
|
FFO per Share,
diluted(1)
|
0.73
|
|
0.60
|
|
Adjusted EPS,
diluted(1)
|
0.39
|
|
0.25
|
|
Diluted EPS
|
0.56
|
|
0.31
|
|
|
|
|
|
Financial
Position
|
|
|
|
|
Operating Net Debt to
Adjusted EBITDA(1)
|
3.6x
|
|
4.3x
|
|
Ending
Liquidity(2)
|
$
951.3
|
|
$
837.5
|
|
Gross Contracted Cash
Flow(3)
|
18,096.3
|
|
12,086.5
|
|
Total
Borrowings(1)(4)
|
5,637.2
|
|
4,604.4
|
|
Total Borrowings to
Assets (%)
|
53.2 %
|
|
49.0 %
|
|
|
|
|
|
Operational
|
|
|
|
|
Containership Leasing
Utilization
|
98.5 %
|
|
99.2 %
|
|
Mobile Power Generation
Utilization
|
61.9 %
|
|
63.7 %
|
|
|
|
(1)
|
Non-GAAP financial
measure. A reconciliation of each non-GAAP financial measure to the
most closely comparable GAAP measure is included in this release
beginning on page 12.
|
|
(2)
|
This is the total cash
and cash equivalents balance plus the total available undrawn
committed credit facilities at period end, excluding committed and
undrawn newbuild financings.
|
|
(3)
|
Gross contracted cash
flow as at March 31, 2022, includes $5.8 billion of lease payments
receivable from operating leases, $1.5 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 March 31, 2022. The gross contracted cash
flow at March 31, 2022, excludes $54.0 million of lease payments
from three vessels that are classified as "Assets held for sale".
Gross contracted cash flow includes purchase obligations and
excludes purchase options, extension options, higher charter rate
options and profit-sharing components. Gross contracted cash flow
as at March 31, 2021, includes $4.2 billion of lease payments
receivable from operating leases, $0.9 billion of gross lease
receivable from financing leases and $7.0 billion of gross lease
payments for acquired vessels with signed charter agreements that
are undelivered as at March 31, 2021. Gross contracted cash flow
includes purchase obligations and excludes purchase options,
extension options, higher charter rate options and profit-sharing
components.
|
|
(4)
|
Total borrowings do not
include debt to be incurred in connection with certain undelivered
vessels.
|
Financial Results Summary:
Revenue growth of 9.5% to $408.1
million for the three months ended March 31, 2022,
compared to the same period in 2021.
For the quarter ended March 31,
2022, 16.0% of revenue growth was attributable to the
Containership Leasing segment, of which 67% was attributable to the
existing asset base, and 33% was attributable to assets added
during the year. For the quarter ended March
31, 2022, there was a 42.7% decrease attributable to the
Mobile Power Generation segment. The lower revenue is primarily due
to an injunction at one of our project sites which commenced in
March 2021. We are indemnified for
the lost revenue and have recognized a corresponding recovery under
the acquisition agreement for this indemnity.
Adjusted EBITDA growth of 16.5% to $277.1 million for the three months ended
March 31, 2022, compared to the same period in 2021. The
growth was primarily driven by the increase in revenue.
FFO Per Share growth of 21.7% to $0.73 for the three months ended March 31,
2022, compared to the same period in 2021. The growth was primarily
driven by the increase in revenue.
Diluted EPS was $0.56 for
the three months ended March 31,
2022, compared to $0.31 for
the same period in 2021. The increase in diluted EPS was primarily
driven by the increase in revenue and non-cash gain on derivative
instruments related to the increase in the forward LIBOR curve.
Adjusted Diluted EPS growth of 56.0% to $0.39 for the quarter ended March 31, 2022, compared to $0.25 for the same period in 2021. The increase
in adjusted diluted EPS is primarily related to the increase in
revenue.
Liquidity
As of March 31, 2022, Atlas had total
liquidity of $951.3 million,
consisting of $251.3 million of cash
and cash equivalents and $700.0
million of availability under undrawn committed credit
facilities. As of March 31, 2022, we
also had $6.0 billion of undrawn
committed financing related to our newbuild vessels and an
unencumbered asset base including 38 vessels with a book value of
$1.4 billion.
Segmented Financial Results:
The following table
summarizes selected segmented financial results for the three
months ended March 31, 2022.
|
Three Months Ended
March 31, 2022
|
|
(in millions of U.S.
dollars,
unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination and
Other(3)
|
|
Total
|
|
Revenue
|
$
384.6
|
|
$
23.5
|
|
$
—
|
|
$
408.1
|
|
Operating
expense
|
75.0
|
|
11.6
|
|
—
|
|
86.6
|
|
G&A
expense
|
13.9
|
|
11.4
|
|
2.6
|
|
27.9
|
|
Indemnification claim
(income)
under acquisition agreement
|
—
|
|
(13.5)
|
|
—
|
|
(13.5)
|
|
Operating lease
expense
|
32.9
|
|
0.7
|
|
—
|
|
33.6
|
|
Adjusted
EBITDA(1)
|
262.8
|
|
13.3
|
|
1.0
|
|
277.1
|
|
FFO(1)
|
209.4
|
|
8.9
|
|
(14.3)
|
|
204.0
|
|
Gross Contracted Cash
Flow(2)
|
17,734.9
|
|
361.4
|
|
—
|
|
18,096.3
|
|
|
|
(1)
|
Non-GAAP financial
measure. A reconciliation of each non-GAAP financial measure to the
most closely comparable GAAP measure is included in this release
beginning on page 12.
|
|
(2)
|
Gross contracted cash
flow as at March 31, 2022, includes $5.8 billion of lease
payments receivable from operating leases, $1.5 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 March 31, 2022. The gross contracted
cash flow at March 31, 2022, excludes $54.0 million of lease
payments from three vessels that are classified as "Assets held for
sale". 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 first quarter on May 12, 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: 9398541). 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:
9398541. The phone replay will be available until May 11, 2023.
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 March 31,
2022, Seaspan's operating fleet consisted of 132 vessels
with a total capacity of 1,147,980 TEU, and an additional 67
vessels under construction, increasing total fleet capacity to
1,959,380 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 U.S. DOLLARS)
|
|
March 31, 2022
|
|
December 31, 2021
|
|
Assets
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
251.3
|
|
$
288.6
|
|
Accounts receivable
|
|
66.5
|
|
56.2
|
|
Inventories
|
|
49.6
|
|
46.4
|
|
Prepaid expenses and other
|
|
43.2
|
|
35.7
|
|
Net
investment in lease
|
|
17.1
|
|
16.8
|
|
Assets held for sale
|
|
48.2
|
|
—
|
|
Acquisition related assets
|
|
96.4
|
|
104.0
|
|
|
572.3
|
|
547.7
|
|
|
|
|
|
|
Property, plant and
equipment
|
|
6,809.7
|
|
6,952.2
|
|
Vessels under
construction
|
|
1,213.7
|
|
1,095.6
|
|
Right-of-use
assets
|
|
728.3
|
|
724.9
|
|
Net investment in
lease
|
|
736.8
|
|
741.5
|
|
Goodwill
|
|
75.3
|
|
75.3
|
|
Deferred tax
assets
|
|
0.5
|
|
1.9
|
|
Derivative
instruments
|
|
39.0
|
|
6.1
|
|
Other assets
|
|
421.1
|
|
424.4
|
|
|
$
10,596.7
|
|
$
10,569.6
|
|
Liabilities and
shareholders' equity
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
166.2
|
|
$
183.4
|
|
Deferred revenue
|
|
29.5
|
|
46.6
|
|
Income tax payable
|
|
94.3
|
|
96.9
|
|
Long-term debt - current
|
|
651.9
|
|
551.0
|
|
Operating lease liabilities - current
|
|
145.3
|
|
155.1
|
|
Finance lease liabilities - current
|
|
59.3
|
|
—
|
|
Other financing arrangements - current
|
|
100.8
|
|
100.5
|
|
Other liabilities - current
|
|
62.9
|
|
42.0
|
|
|
1,310.2
|
|
1,175.5
|
|
|
|
|
|
|
Long-term
debt
|
|
3,592.0
|
|
3,731.8
|
|
Operating lease
liabilities
|
|
515.6
|
|
562.3
|
|
Other financing
arrangements
|
|
1,212.2
|
|
1,239.3
|
|
Derivative
instruments
|
|
14.6
|
|
28.5
|
|
Other
liabilities
|
|
15.6
|
|
17.7
|
|
Total
liabilities
|
|
6,660.2
|
|
6,755.1
|
|
|
|
|
|
|
Cumulative redeemable
preferred shares
|
|
296.9
|
|
296.9
|
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
|
Share capital
|
|
2.5
|
|
2.4
|
|
Additional paid in capital
|
|
3,531.4
|
|
3,526.8
|
|
Retained earnings
|
|
124.6
|
|
7.5
|
|
Accumulated other comprehensive loss
|
|
(18.9)
|
|
(19.1)
|
|
|
3,639.6
|
|
3,517.6
|
|
|
$
10,596.7
|
|
$
10,569.6
|
ATLAS CORP.
UNAUDITED CONSOLIDATED
STATEMENTS OF OPERATIONS
(IN MILLIONS OF U.S. DOLLARS,
EXCEPT SHARES IN THOUSANDS AND PER SHARE AMOUNTS)
|
|
Three Months Ended
March 31,
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
Revenue
|
|
$
408.1
|
|
$
372.6
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Operating expenses
|
|
86.6
|
|
80.6
|
|
Depreciation and amortization
|
|
88.1
|
|
87.3
|
|
General and administrative
|
|
27.9
|
|
19.1
|
|
Indemnity claim under acquisition agreement
|
|
(13.5)
|
|
—
|
|
Operating leases
|
|
33.6
|
|
36.1
|
|
Loss (Gain) on sale
|
|
2.4
|
|
(0.5)
|
|
|
225.1
|
|
222.6
|
|
|
|
|
|
|
Operating
earnings
|
|
183.0
|
|
150.0
|
|
|
|
|
|
|
Other expenses
(income):
|
|
|
|
|
|
Interest expense
|
|
45.8
|
|
46.8
|
|
Interest income
|
|
(0.2)
|
|
(0.5)
|
|
Equity income on investment
|
|
(0.7)
|
|
—
|
|
Gain on derivative instruments
|
|
(40.7)
|
|
(8.7)
|
|
Other expenses
|
|
9.1
|
|
8.1
|
|
|
13.3
|
|
45.7
|
|
|
|
|
|
|
Income tax
expense
|
|
0.3
|
|
6.7
|
|
|
|
|
|
|
Net
earnings
|
|
169.4
|
|
97.6
|
|
|
|
|
|
|
Dividends - preferred
shares
|
|
(15.2)
|
|
(16.8)
|
|
Net earnings
attributable to common shares
|
|
154.2
|
|
80.8
|
|
|
|
|
|
|
Interest on senior
unsecured exchangeable notes(1)
|
|
1.9
|
|
—
|
|
Net earnings
attributable to diluted shares
|
|
$
156.1
|
|
$
80.8
|
|
|
|
|
|
|
Weighted average number
of shares, basic
|
|
247,020
|
|
246,033
|
|
Effect of dilutive
securities:
|
|
|
|
|
|
Share-based compensation
|
|
2,391
|
|
2,030
|
|
Fairfax warrants
|
|
12,098
|
|
9,284
|
|
Holdback shares
|
|
3,521
|
|
6,322
|
|
Senior unsecured exchangeable notes(1)
|
|
15,475
|
|
—
|
|
Weighted average number
of shares, diluted
|
|
280,505
|
|
263,669
|
|
|
|
|
|
|
Earnings per share,
basic
|
|
$
0.62
|
|
$
0.33
|
|
Earnings per share,
diluted(1)
|
|
$
0.56
|
|
$
0.31
|
|
|
(1)
|
Effective January 1,
2022, the Company adopted ASU 2020-06, "Debt – Debt with Conversion
and Other Options (Subtopic 470-20)", using the modified
retrospective method. As a result of this adoption, the
Company recognizes the maximum potential dilutive effect of its
exchangeable notes in the calculation of diluted EPS using the
if-converted method.
|
ATLAS CORP.
UNAUDITED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(IN MILLIONS OF U.S.
DOLLARS)
|
Three Months Ended
March 31,
|
|
2022
|
|
2021
|
|
Cash from (used
in):
|
|
|
|
|
Operating
activities:
|
|
|
|
|
Net
earnings
|
$
169.4
|
|
$
97.6
|
|
Items not involving cash:
|
|
|
|
|
Depreciation and amortization
|
88.1
|
|
87.3
|
|
Change in right-of-use asset
|
29.6
|
|
30.8
|
|
Non-cash interest expense and
accretion
|
5.6
|
|
11.9
|
|
Unrealized change in derivative
instruments
|
(46.8)
|
|
(15.5)
|
|
Amortization of acquired revenue
contracts
|
3.2
|
|
4.2
|
|
Equity income on investment
|
(0.7)
|
|
—
|
|
Loss (Gain) on sale
|
2.4
|
|
(0.5)
|
|
Other
|
4.5
|
|
8.3
|
|
Change in other operating assets and liabilities
|
(80.4)
|
|
(42.6)
|
|
Cash from operating
activities
|
174.9
|
|
181.5
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
Expenditures for property, plant and equipment and vessels
under construction
|
(123.2)
|
|
(199.9)
|
|
Payment on settlement of interest swap agreements
|
(5.0)
|
|
(5.3)
|
|
Loss on foreign currency repatriation
|
(3.2)
|
|
(6.0)
|
|
Receipt from contingent consideration asset
|
6.2
|
|
6.9
|
|
Other assets and liabilities
|
45.3
|
|
3.0
|
|
Capitalized interest relating to newbuilds
|
(9.3)
|
|
(0.7)
|
|
Cash used in investing
activities
|
(89.2)
|
|
(202.0)
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
Repayments of long-term debt and other financing
arrangements
|
(71.5)
|
|
(430.4)
|
|
Issuance of long-term debt and other financing
arrangements
|
—
|
|
534.5
|
|
Financing fees
|
(5.1)
|
|
(2.5)
|
|
Dividends on common shares
|
(31.2)
|
|
(31.1)
|
|
Dividends on preferred shares
|
(15.2)
|
|
(16.8)
|
|
Cash (used in) / from
financing activities
|
(123.0)
|
|
53.7
|
|
|
|
|
|
(Decrease) Increase in
cash and cash equivalents
|
(37.3)
|
|
33.2
|
|
Cash and cash
equivalents and restricted cash, beginning of period
|
326.8
|
|
342.5
|
|
Cash and cash
equivalents and restricted cash, end of period
|
$
289.5
|
|
$
375.7
|
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:
|
March 31,
2022
|
|
March 31,
2021
|
|
Cash and cash
equivalents
|
$
251.3
|
|
$
337.5
|
|
Restricted
cash
|
38.2
|
|
38.2
|
|
Total cash, cash
equivalents and restricted cash shown in the consolidated
statements of cash flows
|
$
289.5
|
|
$
375.7
|
ATLAS CORP.
NON-GAAP
RECONCILIATIONS
NET EARNINGS TO FUNDS FROM
OPERATIONS
|
Three Months Ended
|
|
(in millions of U.S. dollars, except shares in
thousands and
per share amounts, unaudited)
|
March 31, 2022
|
|
March 31, 2021
|
|
|
|
|
|
GAAP Net earnings
|
$
169.4
|
|
$
97.6
|
|
|
|
|
|
Preferred share
dividends
|
(15.2)
|
|
(16.8)
|
|
Loss (Gain) on
sale
|
2.4
|
|
(0.5)
|
|
Unrealized change in
fair value on derivative instruments
|
(46.8)
|
|
(15.5)
|
|
Change in contingent
consideration asset (1)
|
2.9
|
|
1.1
|
|
Loss on foreign
currency repatriation (2)
|
3.2
|
|
6.0
|
|
Depreciation and
amortization
|
88.1
|
|
87.3
|
|
FFO
|
204.0
|
|
159.2
|
|
|
|
|
|
Interest on senior
unsecured exchangeable notes(3)
|
1.9
|
|
—
|
|
FFO attributable to diluted
shares
|
$
205.9
|
|
$
159.2
|
|
|
|
|
|
Weighted average number
of shares, basic
|
247,020
|
|
246,033
|
|
Effect of dilutive
securities:
|
|
|
|
|
Share-based compensation
|
2,391
|
|
2,030
|
|
Fairfax warrants
|
12,098
|
|
9,284
|
|
Holdback shares
|
3,521
|
|
6,322
|
|
Senior unsecured exchangeable notes(3)
|
15,475
|
|
—
|
|
Weighted average shares outstanding,
diluted
|
280,505
|
|
263,669
|
|
|
|
|
|
FFO per share,
diluted(3)
|
$
0.73
|
|
$
0.60
|
|
|
|
(1)
|
The change in
contingent consideration asset relates to the mark to market impact
of contingent consideration related to the acquisition of APR
Energy. 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)
|
Effective January 1,
2022, the Company adopted ASU 2020-06, "Debt – Debt with Conversion
and Other Options (Subtopic 470-20)", using the modified
retrospective method. As a result of this adoption, the Company
recognizes the maximum potential dilutive effect of its
exchangeable notes in the calculation of diluted EPS using the
if-converted method.
|
ATLAS CORP.
NON-GAAP
RECONCILIATIONS
NET EARNINGS TO FUNDS FROM
OPERATIONS
|
|
Three Months Ended
March 31, 2022
|
|
(in millions of U.S.
dollars, unaudited)
|
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (3)
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
|
$
175.8
|
|
$
(4.4)
|
|
$
(2.0)
|
|
$
169.4
|
|
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
|
—
|
|
—
|
|
(15.2)
|
|
(15.2)
|
|
Loss on sale
|
|
2.0
|
|
0.4
|
|
—
|
|
2.4
|
|
Unrealized change in
fair value on derivative instruments
|
|
(46.8)
|
|
—
|
|
—
|
|
(46.8)
|
|
Change in contingent
consideration asset (1)
|
|
—
|
|
—
|
|
2.9
|
|
2.9
|
|
Loss on foreign
currency repatriation (2)
|
|
—
|
|
3.2
|
|
—
|
|
3.2
|
|
Depreciation and
amortization
|
|
78.4
|
|
9.7
|
|
—
|
|
88.1
|
|
|
|
|
|
|
|
|
|
|
FFO
|
|
$
209.4
|
|
$
8.9
|
|
$
(14.3)
|
|
$
204.0
|
|
|
|
(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
|
|
(in millions of U.S.
dollars, except shares in thousands and
per share amounts, unaudited)
|
|
March 31,
2022
|
|
March 31,
2021
|
|
|
|
|
|
|
GAAP Net
earnings
|
|
$
169.4
|
|
$
97.6
|
|
|
|
|
|
|
Preferred share
dividends
|
|
(15.2)
|
|
(16.8)
|
|
Unrealized change in
fair value on derivative instruments
|
|
(46.8)
|
|
(15.5)
|
|
Adjusted
Earnings
|
|
107.4
|
|
65.3
|
|
|
|
|
|
|
Interest on senior
unsecured exchangeable notes(1)
|
|
1.9
|
|
—
|
|
Adjusted Earnings
attributable to diluted shares
|
|
$
109.3
|
|
$
65.3
|
|
|
|
|
|
|
Weighted average
number of shares, basic
|
|
247,020
|
|
246,033
|
|
Effect of dilutive
securities:
|
|
|
|
|
|
Share-based compensation
|
|
2,391
|
|
2,030
|
|
Fairfax
warrants
|
|
12,098
|
|
9,284
|
|
Holdback
shares
|
|
3,521
|
|
6,322
|
|
Senior
unsecured exchangeable notes(1)
|
|
15,475
|
|
—
|
|
Weighted average
shares outstanding, diluted
|
|
280,505
|
|
263,669
|
|
|
|
|
|
|
Adjusted EPS,
diluted(1)
|
|
$
0.39
|
|
$
0.25
|
|
Three Months Ended March 31,
2022
|
|
(in millions of U.S. dollars,
unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (2)
|
|
Total
|
|
|
|
|
|
|
|
|
GAAP Net earnings
|
$
175.8
|
|
$
(4.4)
|
|
$
(2.0)
|
|
$
169.4
|
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
—
|
|
—
|
|
(15.2)
|
|
(15.2)
|
|
Unrealized change in
fair value on
derivative instruments
|
(46.8)
|
|
—
|
|
—
|
|
(46.8)
|
|
|
|
|
|
|
|
|
|
Adjusted Earnings
|
$
129.0
|
|
$
(4.4)
|
|
$
(17.2)
|
|
$
107.4
|
|
|
|
(1)
|
Effective January 1,
2022, the Company adopted ASU 2020-06, "Debt – Debt with Conversion
and Other Options (Subtopic 470-20)", using the modified
retrospective method. As a result of this adoption, the Company
recognizes the maximum potential dilutive effect of its
exchangeable notes in the calculation of diluted EPS using the
if-converted method.
|
|
(2)
|
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
|
|
(in millions of U.S.
dollars, unaudited)
|
March 31,
2022
|
|
March 31,
2021
|
|
|
|
|
|
GAAP Net
earnings
|
$
169.4
|
|
$
97.6
|
|
|
|
|
|
Interest
expense
|
45.8
|
|
46.8
|
|
Interest
income
|
(0.2)
|
|
(0.5)
|
|
Income tax
expense
|
0.3
|
|
6.7
|
|
Depreciation and
amortization
|
88.1
|
|
87.3
|
|
Loss (Gain) on
sale
|
2.4
|
|
(0.5)
|
|
Gain on derivative
instruments
|
(40.7)
|
|
(8.7)
|
|
Change in contingent
consideration asset (1)
|
2.9
|
|
1.1
|
|
Loss on foreign
currency repatriation (2)
|
3.2
|
|
6.0
|
|
Other
expenses
|
5.9
|
|
2.1
|
|
|
|
|
|
Adjusted
EBITDA
|
$
277.1
|
|
$
237.9
|
|
Three Months Ended March 31,
2022
|
|
(in millions of U.S. dollars,
unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (3)
|
|
Total
|
|
|
|
|
|
|
|
|
|
GAAP Net earnings
|
$
175.8
|
|
$
(4.4)
|
|
$
(2.0)
|
|
$
169.4
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
40.9
|
|
5.1
|
|
(0.2)
|
|
45.8
|
|
Interest
income
|
(0.1)
|
|
(0.1)
|
|
—
|
|
(0.2)
|
|
Income tax
expense
|
0.3
|
|
—
|
|
—
|
|
0.3
|
|
Depreciation and
amortization
|
78.4
|
|
9.7
|
|
—
|
|
88.1
|
|
Loss on sale
|
2.0
|
|
0.4
|
|
—
|
|
2.4
|
|
Gain on derivative
instruments
|
(40.7)
|
|
—
|
|
—
|
|
(40.7)
|
|
Change in contingent
consideration asset (1)
|
—
|
|
—
|
|
2.9
|
|
2.9
|
|
Loss on foreign
currency repatriation (2)
|
—
|
|
3.2
|
|
—
|
|
3.2
|
|
Other expenses
(income)
|
6.2
|
|
(0.6)
|
|
0.3
|
|
5.9
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
$
262.8
|
|
$
13.3
|
|
$
1.0
|
|
$
277.1
|
|
|
|
(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
OPERATING NET DEBT TO ADJUSTED
EBITDA
|
As at March 31,
2022
|
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (4)
|
|
Total
|
|
|
|
|
|
|
|
|
|
Long-term
debt(1)
|
$
4,037.6
|
|
$
260.3
|
|
$
(54.0)
|
|
$
4,243.9
|
|
Other financing
arrangements(1)
|
1,313.0
|
|
—
|
|
—
|
|
1,313.0
|
|
Deferred financing
fees
|
75.2
|
|
5.1
|
|
—
|
|
80.3
|
|
Total
Borrowings
|
5,425.8
|
|
265.4
|
|
(54.0)
|
|
5,637.2
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
(170.1)
|
|
(81.2)
|
|
—
|
|
(251.3)
|
|
Restricted
cash
|
—
|
|
(38.2)
|
|
—
|
|
(38.2)
|
|
Net
Debt
|
5,255.7
|
|
146.0
|
|
(54.0)
|
|
5,347.7
|
|
|
|
|
|
|
|
|
|
Vessels under
construction
|
(1,213.7)
|
|
—
|
|
—
|
|
(1,213.7)
|
|
Operating Net
Debt
|
$
4,042.0
|
|
$
146.0
|
|
$
(54.0)
|
|
$
4,134.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
March 31, 2022
|
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (4)
|
|
Total
|
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
456.2
|
|
$
21.2
|
|
$
(5.1)
|
|
$
472.3
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
177.0
|
|
20.2
|
|
(1.1)
|
|
196.1
|
|
Interest
income
|
(0.3)
|
|
(2.5)
|
|
—
|
|
(2.8)
|
|
Income tax
expense
|
1.0
|
|
25.6
|
|
—
|
|
26.6
|
|
Depreciation and
amortization
|
311.1
|
|
56.4
|
|
—
|
|
367.5
|
|
Loss on debt
extinguishment
|
127.0
|
|
—
|
|
—
|
|
127.0
|
|
(Gain) Loss on
sale
|
(13.9)
|
|
0.4
|
|
—
|
|
(13.5)
|
|
Gain on derivative
instruments
|
(46.1)
|
|
—
|
|
—
|
|
(46.1)
|
|
Change in contingent
consideration asset (2)
|
—
|
|
—
|
|
6.9
|
|
6.9
|
|
Loss on foreign
currency repatriation (3)
|
—
|
|
11.1
|
|
—
|
|
11.1
|
|
Other expenses
(income)
|
12.9
|
|
(4.0)
|
|
1.4
|
|
10.3
|
|
Adjusted
EBITDA
|
$
1,024.9
|
|
$
128.4
|
|
$
2.1
|
|
$
1,155.4
|
|
|
|
|
|
|
|
|
|
Net Debt to Adjusted
EBITDA
|
5.1x
|
|
1.1x
|
|
|
|
4.6x
|
|
Operating Net Debt
to Adjusted EBITDA
|
3.9x
|
|
1.1x
|
|
|
|
3.6x
|
|
|
|
(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.
|
|
(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 NET DEBT TO ADJUSTED
EBITDA
|
As at March 31,
2021
|
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (4)
|
|
Total
|
|
|
|
|
|
|
|
|
|
Long-term
debt(1)
|
$
3,470.2
|
|
$
259.9
|
|
$
(49.8)
|
|
$
3,680.3
|
|
Other financing
arrangements(1)
|
865.5
|
|
—
|
|
—
|
|
865.5
|
|
Deferred financing
fees
|
58.6
|
|
—
|
|
—
|
|
58.6
|
|
Total
Borrowings
|
4,394.3
|
|
259.9
|
|
(49.8)
|
|
4,604.4
|
|
|
|
|
|
|
|
|
|
Debt discount and fair
value adjustment
|
131.4
|
|
—
|
|
—
|
|
131.4
|
|
Cash and cash
equivalents
|
(296.5)
|
|
(41.0)
|
|
—
|
|
(337.5)
|
|
Restricted
cash
|
—
|
|
(38.2)
|
|
—
|
|
(38.2)
|
|
Net
Debt
|
4,229.2
|
|
180.7
|
|
(49.8)
|
|
4,360.1
|
|
|
|
|
|
|
|
|
|
Vessels under
construction
|
(222.0)
|
|
—
|
|
—
|
|
(222.0)
|
|
Operating Net
Debt
|
$
4,007.2
|
|
$
180.7
|
|
$
(49.8)
|
|
$
4,138.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
March 31, 2021
|
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (4)
|
|
Total
|
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
352.4
|
|
$
(122.1)
|
|
$
8.1
|
|
$
238.4
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
170.8
|
|
22.2
|
|
(4.2)
|
|
188.8
|
|
Interest
income
|
(0.6)
|
|
(3.5)
|
|
—
|
|
(4.1)
|
|
Income tax
expense
|
0.7
|
|
20.7
|
|
—
|
|
21.4
|
|
Depreciation and
amortization
|
296.7
|
|
72.3
|
|
—
|
|
369.0
|
|
Gain on sale
|
—
|
|
(0.3)
|
|
—
|
|
(0.3)
|
|
Gain on derivative
instruments
|
2.0
|
|
—
|
|
—
|
|
2.0
|
|
Change in contingent
consideration asset (2)
|
—
|
|
—
|
|
(2.4)
|
|
(2.4)
|
|
Loss on foreign
currency repatriation (3)
|
—
|
|
24.7
|
|
—
|
|
24.7
|
|
Goodwill
impairment
|
—
|
|
117.9
|
|
—
|
|
117.9
|
|
Other
expenses
|
0.7
|
|
7.7
|
|
1.5
|
|
9.9
|
|
Adjusted
EBITDA
|
$
822.7
|
|
$
139.6
|
|
$
3.0
|
|
$
965.3
|
|
|
|
|
|
|
|
|
|
Net Debt to Adjusted
EBITDA
|
5.1x
|
|
1.3x
|
|
|
|
4.5x
|
|
Operating Net Debt
to Adjusted EBITDA
|
4.9x
|
|
1.3x
|
|
|
|
4.3x
|
|
|
|
(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
March 31,
|
|
2022
|
|
2021
|
|
(in millions of U.S.
dollars, unaudited)
|
Total
outstanding
|
|
Interest
rate (7)
|
|
Years to
maturity
|
|
Total
outstanding
|
|
|
|
|
|
|
|
|
|
Term loan
credit facilities(1)(2)
|
$
2,295.5
|
|
2.2%
|
|
3.78
|
|
$
2,775.4
|
|
Fairfax
Notes(2)(4)
|
—
|
|
—
|
|
—
|
|
600.0
|
|
Senior
unsecured notes(2)(3)
|
1,302.4
|
|
5.9%
|
|
5.67
|
|
280.0
|
|
Senior
unsecured exchangeable notes (2)(5)
|
201.3
|
|
3.8%
|
|
3.71
|
|
201.3
|
|
Senior
secured notes(1)(2)(6)
|
500.0
|
|
4.1%
|
|
11.16
|
|
—
|
|
Debt
discount and fair value adjustment
|
—
|
|
—
|
|
—
|
|
(131.4)
|
|
Deferred
financing fees on long term debt
|
(55.3)
|
|
—
|
|
—
|
|
(45.0)
|
|
Long term
debt
|
4,243.9
|
|
|
|
|
|
3,680.3
|
|
|
|
|
|
|
|
|
|
Other
financing arrangements(2)
|
1,338.0
|
|
3.3%
|
|
10.00
|
|
879.1
|
|
Deferred
financing fees on other financing
arrangements
|
(25.0)
|
|
—
|
|
—
|
|
(13.6)
|
|
Other financing
arrangement
|
1,313.0
|
|
|
|
|
|
865.5
|
|
|
|
|
|
|
|
|
|
Total
deferred financing fees
|
80.3
|
|
—
|
|
—
|
|
58.6
|
|
Total
borrowings
|
5,637.2
|
|
|
|
|
|
4,604.4
|
|
|
|
|
|
|
|
|
|
Vessels
under construction(8)
|
(1,213.7)
|
|
—
|
|
—
|
|
(222.0)
|
|
Operating
borrowings
|
$
4,423.5
|
|
|
|
|
|
$
4,382.4
|
|
|
|
(1)
|
As at March 31,
2022, $2,584.1 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 5.5%
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 March 31,
2022, the three month and six month average LIBOR on the Company's
term loan credit facilities were 0.7% and 0.6%,
respectively.
|
|
(8)
|
As at March 31,
2022, 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, unrealized change in fair
value on derivative instruments 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.
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," "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, 2021 on Form 20-F filed with the SEC
on March 24, 2022.
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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/atlas-reports-first-quarter-2022-results-301545371.html
SOURCE Atlas Corp.
