Aegion Corporation (NASDAQ: AEGN), a leading provider of
infrastructure maintenance, rehabilitation and protection
solutions, today announced financial results for the quarter ended
March 31, 2021.
First Quarter 2021 Financial Highlights
- Q1’21 loss per diluted share from
continuing operations was $0.04 compared to a loss per diluted
share of $0.09 in Q1’20. Q1’21 adjusted (non-GAAP)1 earnings per
diluted share from continuing operations were $0.08 compared to
$0.01 in Q1’20.
- Q1’21 revenues from continuing
operations were $181 million. Declines from the prior year were
primarily due to the impact of exited or restructured businesses,
while core Insituform North America revenues remained on par with
prior year levels despite weather challenges during the
quarter.
- Q1’21 adjusted1 gross profit margins
from continuing operations were 23.6%, increasing 290 basis points
from the prior year. Q1’21 adjusted1 operating margins from
continuing operations were 3.3%, increasing 180 basis points from
the prior year. Results were driven by significant profitability
improvements from the Corrosion Protection segment, primarily from
the Corrpro North America business.
- Q1’21 adjusted1 operating income
from continuing operations of $6 million doubled prior year results
and resulted in positive operating cash flow generation compared to
historical first-quarter cash usage trends.
- Contract backlog from continuing
operations as of March 31, 2021, increased $14 million, or 3%, from
prior year levels, primarily driven by strong order intake led by
the Insituform North America business.
1 Adjusted (non-GAAP) results exclude certain charges
related to the Company’s restructuring and divestiture-related
activities. Reconciliation of adjusted results is included
below.
“Aegion delivered solid first quarter results that reflect the
ongoing strength of our core Insituform business as well as
significant profitability improvements from our Corrosion
Protection businesses,” said Charles R. Gordon, Aegion President
and Chief Executive Officer. “We remain focused on continuing to
drive strong results as we advance efforts toward the close of our
previously announced transaction with New Mountain.”
New Mountain TransactionOn February 16, 2021,
the Company announced that it had entered into a definitive merger
agreement to be acquired by affiliates of New Mountain Capital,
L.L.C., a leading growth-oriented investment firm headquartered in
New York, in an all-cash transaction. On March 13, 2021 and April
13, 2021, the Company entered into amendments to such definitive
merger agreement which, among other things, increased the
consideration payable to the Company’s stockholders upon closing of
the transaction from $26.00 per share in cash to $30.00 per share
in cash, in each case less any applicable withholding taxes. As a
result of the increase in the merger consideration, the transaction
is now valued at $1.1 billion. Upon close of the transaction,
Aegion will become a private company. The transaction is expected
to close on May 17, 2021, and is subject to Aegion stockholder
approval and other customary closing conditions. The Aegion Board
of Directors unanimously recommends that stockholders vote “FOR”
the proposal to adopt the merger agreement at the upcoming Special
Meeting of Stockholders on May 14, 2021. Aegion stockholders who
have questions about the merger or the Special Meeting, or who wish
to obtain copies of the proxy statement, proxy cards or other
documents relating to the Special Meeting, may contact Innisfree
M&A Incorporated, Aegion’s proxy solicitor, by calling
toll-free at (877) 687-1874, if located in the U.S. or Canada, or
+1 (412) 232-3651, if located elsewhere.
In light of the proposed transaction, Aegion will not host a
conference call to discuss earnings results or provide a financial
outlook.
AEGION CORPORATION AND
SUBSIDIARIESCONSOLIDATED STATEMENTS OF
OPERATIONS(Unaudited)(in
thousands, except per share amounts)
|
Quarters Ended March 31, |
|
2021 |
|
2020 |
Revenues |
$ |
181,191 |
|
|
$ |
196,312 |
|
Cost of
revenues |
|
138,473 |
|
|
|
156,025 |
|
Gross
profit |
|
42,718 |
|
|
|
40,287 |
|
Operating expenses |
|
36,986 |
|
|
|
39,023 |
|
Acquisition and divestiture
expenses |
|
4,971 |
|
|
|
852 |
|
Restructuring and related charges (reversals) |
|
(25 |
) |
|
|
1,192 |
|
Operating income
(loss) |
|
786 |
|
|
|
(780 |
) |
Other income
(expense): |
|
|
|
|
|
|
|
Interest expense |
|
(2,034 |
) |
|
|
(2,519 |
) |
Interest income |
|
306 |
|
|
|
228 |
|
Other |
|
219 |
|
|
|
425 |
|
Total other expense |
|
(1,509 |
) |
|
|
(1,866 |
) |
Loss before tax
benefit |
|
(723 |
) |
|
|
(2,646 |
) |
Tax benefit on loss |
|
(58 |
) |
|
|
(110 |
) |
Loss from continuing
operations |
|
(665 |
) |
|
|
(2,536 |
) |
Income from discontinued operations |
|
2,026 |
|
|
|
1,233 |
|
Net income
(loss) |
|
1,361 |
|
|
|
(1,303 |
) |
Non-controlling interests income |
|
(524 |
) |
|
|
(329 |
) |
Net income (loss) attributable to Aegion
Corporation |
$ |
837 |
|
|
$ |
(1,632 |
) |
|
|
|
|
|
|
|
|
Earnings (loss) per
share attributable to Aegion Corporation: |
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
Loss from continuing operations |
$ |
(0.04 |
) |
|
$ |
(0.09 |
) |
Income from discontinued operations |
|
0.07 |
|
|
|
0.04 |
|
Net income (loss) |
$ |
0.03 |
|
|
$ |
(0.05 |
) |
Diluted: |
|
|
|
|
|
|
|
Loss from continuing operations |
$ |
(0.04 |
) |
|
$ |
(0.09 |
) |
Income from discontinued operations |
|
0.07 |
|
|
|
0.04 |
|
Net income (loss) |
$ |
0.03 |
|
|
$ |
(0.05 |
) |
AEGION CORPORATION AND
SUBSIDIARIESCONSOLIDATED BALANCE
SHEETS(Unaudited)(in thousands,
except share amounts)
|
March 31,2021 |
|
December 31,2020 |
Assets |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
93,275 |
|
|
$ |
94,848 |
|
Restricted cash |
|
761 |
|
|
|
765 |
|
Receivables, net of allowances of $4,051 and $4,004,
respectively |
|
126,967 |
|
|
|
133,394 |
|
Retainage |
|
30,355 |
|
|
|
32,807 |
|
Contract assets |
|
46,924 |
|
|
|
44,026 |
|
Inventories |
|
46,655 |
|
|
|
44,889 |
|
Prepaid expenses and other current assets |
|
18,788 |
|
|
|
33,675 |
|
Assets held for sale |
|
105,609 |
|
|
|
92,850 |
|
Total current assets |
|
469,334 |
|
|
|
477,254 |
|
Property, plant & equipment, less accumulated
depreciation |
|
90,800 |
|
|
|
92,900 |
|
Other assets |
|
|
|
|
|
|
|
Goodwill |
|
210,125 |
|
|
|
210,665 |
|
Intangible assets, less accumulated amortization |
|
56,510 |
|
|
|
58,869 |
|
Operating lease assets |
|
52,703 |
|
|
|
52,421 |
|
Deferred income tax assets |
|
451 |
|
|
|
448 |
|
Other non-current assets |
|
9,033 |
|
|
|
8,890 |
|
Total other assets |
|
328,822 |
|
|
|
331,293 |
|
Total Assets |
$ |
888,956 |
|
|
$ |
901,447 |
|
|
|
|
|
|
|
|
|
Liabilities and
Equity |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Accounts payable |
$ |
48,328 |
|
|
$ |
51,469 |
|
Accrued expenses |
|
54,406 |
|
|
|
59,664 |
|
Operating lease liabilities |
|
14,047 |
|
|
|
14,147 |
|
Contract liabilities |
|
32,344 |
|
|
|
37,569 |
|
Current maturities of long-term debt |
|
28,991 |
|
|
|
25,811 |
|
Liabilities held for sale |
|
41,556 |
|
|
|
36,148 |
|
Total current liabilities |
|
219,672 |
|
|
|
224,808 |
|
Long-term debt, less current maturities |
|
186,585 |
|
|
|
193,988 |
|
Other liabilities |
|
|
|
|
|
|
|
Operating lease liabilities |
|
39,089 |
|
|
|
38,724 |
|
Deferred income tax liabilities |
|
10,143 |
|
|
|
10,344 |
|
Other non-current liabilities |
|
23,752 |
|
|
|
25,218 |
|
Total other liabilities |
|
72,984 |
|
|
|
74,286 |
|
Total liabilities |
|
479,241 |
|
|
|
493,082 |
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
Preferred stock, undesignated, $0.10 par – shares authorized
2,000,000; none outstanding |
|
— |
|
|
|
— |
|
Common stock, $0.01 par – shares authorized 125,000,000; shares
issued and outstanding 30,741,907 and 30,640,150, respectively |
|
307 |
|
|
|
306 |
|
Additional paid-in capital |
|
101,548 |
|
|
|
102,001 |
|
Retained earnings |
|
327,974 |
|
|
|
327,137 |
|
Accumulated other comprehensive loss |
|
(29,334 |
) |
|
|
(29,847 |
) |
Total stockholders’ equity |
|
400,495 |
|
|
|
399,597 |
|
Non-controlling interests |
|
9,220 |
|
|
|
8,768 |
|
Total equity |
|
409,715 |
|
|
|
408,365 |
|
Total Liabilities and Equity |
$ |
888,956 |
|
|
$ |
901,447 |
|
AEGION CORPORATION AND
SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH
FLOWS(Unaudited)(in
thousands)
|
Quarters Ended March 31, |
|
2021 |
|
|
2020 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
Net income (loss) |
$ |
1,361 |
|
|
$ |
(1,303 |
) |
Income
from discontinued operations |
|
(2,026 |
) |
|
|
(1,233 |
) |
|
|
(665 |
) |
|
|
(2,536 |
) |
Adjustments to
reconcile to net cash provided by (used in) operating
activities: |
|
|
|
|
|
|
|
Depreciation and
amortization |
|
7,120 |
|
|
|
7,226 |
|
Gain on sale of fixed
assets |
|
(119 |
) |
|
|
(32 |
) |
Equity-based compensation
expense |
|
2,038 |
|
|
|
2,000 |
|
Deferred income taxes |
|
(176 |
) |
|
|
(866 |
) |
Non-cash restructuring
charges |
|
(110 |
) |
|
|
463 |
|
Gain on sale of
businesses |
|
(230 |
) |
|
|
(436 |
) |
(Gain) loss on foreign
currency transactions |
|
107 |
|
|
|
(588 |
) |
Other |
|
389 |
|
|
|
145 |
|
Changes in operating
assets and liabilities: |
|
|
|
|
|
|
|
Receivables net, retainage and
contract assets |
|
5,813 |
|
|
|
(54 |
) |
Inventories |
|
(1,777 |
) |
|
|
4,431 |
|
Prepaid expenses and other
assets |
|
6,512 |
|
|
|
(1,649 |
) |
Accounts payable |
|
(3,596 |
) |
|
|
(1,710 |
) |
Accrued expenses |
|
(5,909 |
) |
|
|
(12,327 |
) |
Operating lease
liabilities |
|
(130 |
) |
|
|
706 |
|
Contract liabilities |
|
(5,287 |
) |
|
|
2,357 |
|
Other
operating |
|
(202 |
) |
|
|
(420 |
) |
Net cash provided by
(used in) operating activities of continuing
operations |
|
3,778 |
|
|
|
(3,290 |
) |
Net
cash used in operating activities of discontinued operations |
|
(2,585 |
) |
|
|
(4,829 |
) |
Net cash provided by (used in) operating
activities |
|
1,193 |
|
|
|
(8,119 |
) |
|
|
|
|
|
|
|
|
Cash flows from
investing activities: |
|
|
|
|
|
|
|
Capital expenditures |
|
(2,748 |
) |
|
|
(5,457 |
) |
Proceeds from sale of fixed
assets |
|
285 |
|
|
|
125 |
|
Patent expenditures |
|
(50 |
) |
|
|
(86 |
) |
Proceeds from sale of businesses, net of cash disposed |
|
8,444 |
|
|
|
3,358 |
|
Net cash provided by (used in) investing activities of
continuing operations |
|
5,931 |
|
|
|
(2,060 |
) |
Net
cash used in investing activities of discontinued operations |
|
(1,628 |
) |
|
|
(677 |
) |
Net cash provided by (used in) investing
activities |
|
4,303 |
|
|
|
(2,737 |
) |
|
|
|
|
|
|
|
|
Cash flows from
financing activities: |
|
|
|
|
|
|
|
Repurchase of common
stock |
|
(2,490 |
) |
|
|
(5,045 |
) |
Proceeds from notes
payable |
|
1,257 |
|
|
|
— |
|
Proceeds from line of credit,
net |
|
— |
|
|
|
34,000 |
|
Principal payments on long-term debt |
|
(5,783 |
) |
|
|
(8,750 |
) |
Net cash provided by (used in) financing
activities |
|
(7,016 |
) |
|
|
20,205 |
|
Effect
of exchange rate changes on cash |
|
(57 |
) |
|
|
(1,291 |
) |
Net increase
(decrease) in cash, cash equivalents and restricted cash for the
period |
|
(1,577 |
) |
|
|
8,058 |
|
Cash,
cash equivalents and restricted cash, beginning of year |
|
95,613 |
|
|
|
66,222 |
|
Cash, cash equivalents and restricted cash, end of
period |
$ |
94,036 |
|
|
$ |
74,280 |
|
Statement of Operations
Reconciliation(Unaudited) (Non-GAAP)
For the Quarter Ended March 31, 2021
(in
thousands, except earnings per share) |
GrossProfit |
OperatingExpenses |
OperatingIncome |
Income(Loss) BeforeTaxes(Benefit) |
Taxes(Benefit)on Income(Loss) |
Income (Loss)fromContinuing Operations |
Diluted Earnings (Loss) per Share from Continuing Operations |
As Reported (GAAP) |
$ |
42,718 |
$ |
36,986 |
|
$ |
786 |
$ |
(723 |
) |
$ |
(58 |
) |
$ |
(665 |
) |
$ |
(0.04 |
) |
Items Affecting
Comparability: |
|
|
|
|
|
|
|
Restructuring Charges(1) |
|
8 |
|
(219 |
) |
|
202 |
|
99 |
|
|
16 |
|
|
83 |
|
|
— |
|
Divestiture Related Expenses(2) |
|
— |
|
— |
|
|
4,971 |
|
4,742 |
|
|
1,120 |
|
|
3,622 |
|
|
0.12 |
|
As Adjusted (Non-GAAP) |
$ |
42,726 |
$ |
36,767 |
|
$ |
5,959 |
$ |
4,118 |
|
$ |
1,078 |
|
$ |
3,040 |
|
$ |
0.08 |
|
(1) |
|
Includes the following non-GAAP adjustments: (i) pre-tax
restructuring charges for cost of revenues of $8 primarily related
to inventory write offs; (ii) pre-tax restructuring charges for
operating expenses of $219 primarily related to wind-down expenses,
patent disposals and other restructuring-related charges; (iii)
pre-tax restructuring and related recoveries of $25 related to
employee severance and the reversal of employment assistance
program costs; and (iv) pre-tax restructuring credits for other
expense of $103 related to the release of cumulative currency
translation adjustments and net gains on disposal of certain
restructured operations. |
|
|
|
(2) |
|
Includes the following non-GAAP adjustments: (i) pre-tax expenses
of $4,971 incurred primarily in connection with the sale of Aegion
and the Company’s planned divestiture of Energy Services; and (ii)
a pre-tax gain of $229 primarily related to the divestiture of
Bayou. |
For the Quarter Ended March 31, 2020
(in
thousands, except earnings per share) |
GrossProfit |
OperatingExpenses |
OperatingIncome(Loss) |
Income(Loss) BeforeTaxes(Benefit) |
Taxes (Benefit)on Income (Loss) |
Income (Loss)fromContinuing Operations |
Diluted Earnings (Loss)per Share from Continuing Operations |
As Reported (GAAP) |
$ |
40,287 |
$ |
39,023 |
|
$ |
(780 |
) |
$ |
(2,646 |
) |
$ |
(110 |
) |
$ |
(2,536 |
) |
$ |
(0.09 |
) |
Items Affecting
Comparability: |
|
|
|
|
|
|
|
Restructuring Charges(1) |
|
323 |
|
(1,381 |
) |
|
2,896 |
|
|
3,527 |
|
|
564 |
|
|
2,963 |
|
|
0.09 |
|
Divestiture Related Expenses(2) |
|
— |
|
— |
|
|
852 |
|
|
416 |
|
|
48 |
|
|
368 |
|
|
0.01 |
|
As Adjusted (Non-GAAP) |
$ |
40,610 |
$ |
37,642 |
|
$ |
2,968 |
|
$ |
1,297 |
|
$ |
502 |
|
$ |
795 |
|
$ |
0.01 |
|
(1) |
|
Includes the following
non-GAAP adjustments: (i) pre-tax restructuring charges for cost of
revenues of $323 primarily related to inventory write offs; (ii)
pre-tax restructuring charges for operating expenses of $1,381
primarily related to wind-down expenses, fixed asset disposals and
other restructuring-related charges; (iii) pre-tax restructuring
and related charges of $1,192 related to employee severance,
extension of benefits, employment assistance programs and early
contract termination costs; and (iv) pre-tax restructuring charges
for other expense of $631 related to net losses on disposal of
certain restructured operations and the release of cumulative
currency translation adjustments. |
|
|
|
(2) |
|
Includes the following
non-GAAP adjustments: (i) pre-tax expenses of $852 incurred
primarily in connection with the Company’s divestiture of Australia
and Spain and its planned divestiture of its held for sale
operations; and (ii) net gains of $436 on the divestitures of
Australia and Spain. |
Selected Segment Financial
Highlights(Unaudited) (Non-GAAP)
|
Quarter Ended March 31, 2021 |
Quarter Ended March 31, 2020 |
(in
thousands) |
As Reported (GAAP) |
|
Adjustments(1) |
|
As Adjusted (Non-GAAP) |
As Reported (GAAP) |
|
Adjustments(2) |
|
As Adjusted (Non-GAAP) |
Revenues: |
|
|
|
|
|
|
|
|
|
|
Infrastructure Solutions |
$ |
126,562 |
|
|
$ |
— |
|
|
$ |
126,562 |
|
$ |
130,244 |
|
|
$ |
— |
|
$ |
130,244 |
|
Corrosion Protection |
|
54,629 |
|
|
|
— |
|
|
|
54,629 |
|
|
66,068 |
|
|
|
— |
|
|
66,068 |
|
Total Revenues |
$ |
181,191 |
|
|
$ |
— |
|
|
$ |
181,191 |
|
$ |
196,312 |
|
|
$ |
— |
|
$ |
196,312 |
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit: |
|
|
|
|
|
|
|
|
|
|
Infrastructure Solutions |
$ |
29,483 |
|
|
$ |
— |
|
|
$ |
29,483 |
|
$ |
31,370 |
|
|
$ |
17 |
|
$ |
31,387 |
|
Gross Profit Margin |
|
23.3 |
% |
|
|
|
|
23.3 |
% |
|
24.1 |
% |
|
|
|
|
24.1 |
% |
Corrosion Protection |
|
13,235 |
|
|
|
8 |
|
|
|
13,243 |
|
|
8,917 |
|
|
|
306 |
|
|
9,223 |
|
Gross Profit Margin |
|
24.2 |
% |
|
|
|
|
24.2 |
% |
|
13.5 |
% |
|
|
|
|
14.0 |
% |
Total Gross Profit |
$ |
42,718 |
|
|
$ |
8 |
|
|
$ |
42,726 |
|
$ |
40,287 |
|
|
$ |
323 |
|
$ |
40,610 |
|
Gross Profit Margin |
|
23.6 |
% |
|
|
|
|
23.6 |
% |
|
20.5 |
% |
|
|
|
|
20.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
Operating Income
(Loss): |
|
|
|
|
|
|
|
|
|
|
Infrastructure Solutions |
$ |
11,926 |
|
|
$ |
10 |
|
|
$ |
11,936 |
|
$ |
13,555 |
|
|
$ |
629 |
|
$ |
14,184 |
|
Operating Margin |
|
9.4 |
% |
|
|
|
|
9.4 |
% |
|
10.4 |
% |
|
|
|
|
10.9 |
% |
Corrosion Protection |
|
(115 |
) |
|
|
(10 |
) |
|
|
(125 |
) |
|
(6,447 |
) |
|
|
1,774 |
|
|
(4,673 |
) |
Operating Margin |
|
(0.2 |
)% |
|
|
|
|
(0.2 |
)% |
|
(9.8 |
)% |
|
|
|
|
(7.1 |
)% |
Corporate |
|
(11,025 |
) |
|
|
5,173 |
|
|
|
(5,852 |
) |
|
(7,888 |
) |
|
|
1,345 |
|
|
(6,543 |
) |
Operating Margin |
|
(6.1 |
)% |
|
|
|
|
(3.2 |
)% |
|
(4.0 |
)% |
|
|
|
|
(3.3 |
)% |
Total Operating Income (Loss) |
$ |
786 |
|
|
$ |
5,173 |
|
|
$ |
5,959 |
|
$ |
(780 |
) |
|
$ |
3,748 |
|
$ |
2,968 |
|
Operating Margin |
|
0.4 |
% |
|
|
|
|
3.3 |
% |
|
(0.4 |
)% |
|
|
|
|
1.5 |
% |
_________________________________
(1) Includes non-GAAP adjustments related to:
- Infrastructure
Solutions - pre-tax restructuring charges associated with
wind-down costs and other restructuring charges.
- Corrosion Protection -
pre-tax restructuring charges associated with severance and benefit
related costs, inventory write offs and other restructuring
charges.
- Corporate - (i)
pre-tax restructuring charges primarily associated with legal
expenses and other restructuring charges; (ii) divestiture expenses
related to the sale of Aegion and the Company’s planned divestiture
of Energy Services.
(2) Includes non-GAAP adjustments related to:
- Infrastructure
Solutions - (i) pre-tax restructuring charges associated
with wind-down costs, fixed asset disposals and other restructuring
charges; (ii) expenses incurred in connection with the divestitures
of Australia and Spain.
- Corrosion Protection -
pre-tax restructuring charges associated with severance and benefit
related costs, early contract termination costs, inventory write
offs and other restructuring charges.
- Corporate - (i)
pre-tax restructuring charges primarily associated with severance
and benefit related costs and legal expenses; (ii) divestiture
expenses related to held for sale entities.
About Aegion Corporation (NASDAQ: AEGN)Aegion
combines innovative technologies with market-leading expertise to
maintain, rehabilitate and strengthen infrastructure around the
world. For 50 years, the Company has played a pioneering role in
finding innovative solutions to rehabilitate aging infrastructure,
primarily pipelines in the wastewater, water, energy, mining and
refining industries. Aegion also maintains the efficient operation
of refineries and other industrial facilities. Aegion is committed
to Stronger. Safer. Infrastructure.® More information about Aegion
can be found at www.aegion.com.
Forward-Looking StatementsThis communication
contains “forward-looking statements” within the meaning of the
U.S. federal securities laws. Such statements include statements
concerning anticipated future events and expectations that are not
historical facts. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. Forward-looking statements are typically identified by
words such as “believe,” “expect,” “anticipate,” “intend,”
“target,” “estimate,” “continue,” “positions,” “plan,” “predict,”
“project,” “forecast,” “guidance,” “goal,” “objective,”
“prospects,” “possible” or “potential,” by future conditional verbs
such as “assume,” “will,” “would,” “should,” “could” or “may,” or
by variations of such words or by similar expressions or the
negative thereof. Actual results may vary materially from those
expressed or implied by forward-looking statements based on a
number of factors, including, without limitation: (1) risks related
to the consummation of the merger, including the risks that (a) the
merger may not be consummated within the anticipated time period,
or at all, (b) the parties may fail to obtain stockholder approval
of the merger agreement, (c) the parties may fail to secure the
termination or expiration of any waiting period applicable under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, (d) other conditions to the consummation of the merger
under the merger agreement may not be satisfied, and (e) the
significant limitations on remedies contained in the merger
agreement may limit or entirely prevent the Company from
specifically enforcing the obligations of Carter Intermediate, Inc.
(Parent) and its wholly owned subsidiary, Carter Acquisition, Inc.
(Merger Sub), under the merger agreement or recovering damages for
any breach by Parent or Merger Sub; (2) the effects that any
termination of the merger agreement may have on the Company or its
business, including the risks that (a) the Company’s stock price
may decline significantly if the merger is not completed, (b) the
merger agreement may be terminated in circumstances requiring the
Company to pay Parent a termination fee, or (c) the circumstances
of the termination, including the possible imposition of a 12-month
tail period during which the termination fee could be payable upon
certain subsequent transactions, may have a chilling effect on
alternatives to the merger; (3) the effects that the announcement
or pendency of the merger may have on the Company’s and its
business, including the risks that as a result (a) the Company’s
business, operating results or stock price may suffer, (b) the
Company’s current plans and operations may be disrupted, (c) the
Company’s ability to retain or recruit key employees may be
adversely affected, (d) the Company’s business relationships
(including, customers, franchisees and suppliers) may be adversely
affected, or (e) the Company’s management’s or employees’ attention
may be diverted from other important matters; (4) the effect of
limitations that the merger agreement places on the Company’s
ability to operate its business, return capital to stockholders or
engage in alternative transactions; (5) the nature, cost and
outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the merger
and instituted against the Company and others; (6) the risk that
the merger and related transactions may involve unexpected costs,
liabilities or delays; (7) other economic, business, competitive,
legal, regulatory, and/or tax factors; and (8) other factors
described under the heading “Risk Factors” in Part I, Item 1A of
the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, as updated or supplemented by subsequent reports
that the Company has filed or files with the SEC. Potential
investors, stockholders and other readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. Neither Parent
nor the Company assumes any obligation to publicly update any
forward-looking statement after it is made, whether as a result of
new information, future events or otherwise, except as required by
law.
About Non-GAAP Financial MeasuresAegion has
presented certain information in this release excluding certain
items that impacted income, expense and earnings per share. The
adjusted earnings per share from continuing operations in the
quarters ended March 31, 2021 and 2020 exclude charges related to
the Company’s restructuring and divestiture-related activities.
Aegion management uses such non-GAAP information internally to
evaluate financial performance for Aegion’s operations because
Aegion’s management believes such non-GAAP information allows
management to more accurately compare Aegion’s ongoing performance
across periods. As such, Aegion’s management believes that
providing non-GAAP financial information to Aegion’s investors is
useful because it allows investors to evaluate Aegion’s performance
using the same methodology and information used by Aegion
management.
Aegion® and Stronger. Safer. Infrastructure.® and the associated
logos are the registered trademarks of Aegion Corporation and its
affiliates.
For more information, contact:Aegion
Corporation Katie CasonSenior Vice President, Strategy and
Communications636-530-8000 kcason@aegion.com
Grafico Azioni Aegion (NASDAQ:AEGN)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Aegion (NASDAQ:AEGN)
Storico
Da Set 2023 a Set 2024