Strong financial results exceed FY2022 Revenue
and EBITDA guidance
Continued successful execution of
newbuild program and optimization of capital structure
LONDON,
UK, Feb. 15, 2023 /CNW/ - Atlas Corp. ("Atlas"
or the "Company") (NYSE: ATCO) announced today its results for the
quarter ended December 31, 2022.
Financial Highlights:
- Fourth quarter 2022 financial performance compared to fourth
quarter 2021:
-
- Revenue increase of 1.9% to $436.4
million
- Net earnings of $127.2 million
and Diluted EPS of $0.38
- Adjusted earnings(1)(2) of $111.7 million and Adjusted diluted EPS of
$0.38
- Adjusted EBITDA(1) increase of 1.5% to $287.7 million
- Robust balance sheet with liquidity of $980.0 million, total borrowings(1) to
total assets of 53.8%
- Approximately 73% of Seaspan's total borrowings including
preferred shares are fixed rate, protecting against an
unpredictable inflationary and rising interest rate
environment
(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 15
|
(2)
|
Preferred share
dividends of $15.2 million and certain other items that management
believes are not representative of its ongoing
performance are deducted in the calculation of Adjusted Earnings. A
reconciliation of Adjusted Earnings to the most closely
comparable GAAP measure is included in this release on page
17.
|
Comments from Management:
Bing Chen, President and CEO of Atlas, commented, "Atlas
delivered another strong annual financial and operating performance
in 2022. Despite the challenges in the past year, the Seaspan team
successfully executed on its newbuild program by delivering
nine vessels, 115,400 TEU total, all ahead of schedule and
each commencing their scheduled long-term charters. Through
consistent operational excellence, we have delivered over 120
newbuilds since our IPO in 2005, and execution of the remainder of
the program remains on track thanks to our experienced teams and
integrated platform. We continued to strengthen our customer
partnerships with global liners by forward fixing charters for 35
vessels in 2022, leveraging our creative customer solutions and
differentiated business model."
"Despite the industry and pandemic challenges, APR Energy
continued to pivot to long-term predictable cash flow
opportunities. In 2022, the company extended two existing contracts
to greater than three years in length, and renewed numerous
contracts with existing customers. APR also successfully exported
all turbines from Argentina and
divested all remaining interests. APR remains disciplined to expand
its services into new geographies and further its growth strategy
of providing longer-term energy turnkey solutions."
"With our customers' trusted partnerships, our dedicated team
and differentiated business model, we are well positioned to drive
quality growth that consistently delivers value throughout market
cycles."
Graham Talbot, CFO of Atlas,
commented, "Our fourth quarter and 2022 results demonstrate our
team's consistent high performance and the resilience of our fully
integrated platform that delivers in all market conditions. In 2022
we focused on executing our fully financed newbuild program,
continued to optimize our capital structure and fleet, improved our
hedging position amidst an unpredictable inflationary environment,
and received recognition of our credit improvements through new,
reaffirmed, and upgraded credit ratings for Seaspan and Atlas."
"Our long-term model and diligent focus on asset quality is
evidenced through 10 strategic vessel divestments in 2022,
generating an additional $257.1
million in cashflow to optimize our balance sheet and
allocate capital to future growth and to further optimize our
fleet. This resulted in an expected revenue impact of $50.0 million for 2022. In October, we upgraded a
$1.1 billion bank loan into a
$1.5 billion ECA-backed JOLCO
facility on improved terms, and in January
2023 we received a strong vote of confidence from our
strategic shareholder Fairfax who exercised their remaining
warrants to purchase six million common shares of Atlas."
"As we begin 2023 with a significant liquidity position of
$980.0 million, a gross contracted
cash flow balance of $18.2 billion,
and all capex fully funded through attractively priced long-term
financings, we remain well positioned to pursue attractive
opportunities across our Maritime and Energy platforms and
reinforce our industry leading positions."
Significant Developments in the Fourth Quarter of 2022 &
Subsequent Events
The table below summarizes our Containership Leasing fleet as at
December 31, 2022:
|
Actual
|
Expected
|
Containership
Leasing (# of vessels)
|
Q4
2022
|
2023
|
2024
|
2025
|
Beginning of period
balance
|
129
|
131
|
153
|
189
|
Delivered/Acquired
|
3
|
—
|
—
|
—
|
Future scheduled
deliveries
|
—
|
22
|
36
|
—
|
Sold(1)
|
(1)
|
—
|
—
|
—
|
End of period
balance
|
131
|
153
|
189
|
189
|
End of period
balance (managed)(1)(2)
|
8
|
9
|
9
|
9
|
(1) Include
one asset held for sale as at December 31, 2022. The sale completed
in January 2023
|
(2)
Represents vessels that are operated on behalf of other
owners
|
Containership Leasing Developments
In the fourth quarter, Seaspan accepted delivery of its fifth
and sixth 11,800 TEU newbuild vessels and first 15,000 TEU newbuild
vessel. Each of these vessels commenced a 5-year charter upon
delivery.
In December 2022, Seaspan entered
an agreement to sell a 4,250 TEU vessel for gross proceeds of
$21.6 million, subject to closing
conditions. The sale was completed in January 2023, and Seaspan continues to manage
this vessel pursuant to a management agreement entered into in
connection with the sale.
Mobile Power Generation Developments
In December 2022, APR Energy
divested its diesel power generation business in Argentina through the sale of all of the
shares in APR Energy SrL to Enerinv SrL and Enerarge SrL. As
of the closing, APR Energy has no additional interests in
Argentina and all turbines have
been exported.
In January 2023, APR Energy
renewed its contract with Imperial Irrigation District for a three
year term commencing January 1, 2023
through to December 31, 2025.
In February 2023, APR Energy
successfully completed its 12 month contract with a US counterparty
to rent five turbines representing 120 MW.
Financing Developments
In October 2022, Seaspan completed
its planned upgrade of a previously signed $1.1 billion bank loan financing into a
$1.5 billion ECA-Backed JOLCO
financing (the "Financing Upgrade"). Proceeds remain intended to
finance Seaspan's package of 15 7,000 TEU newbuild vessels. This
marks Seaspan's third ECA-JOLCO transaction. The Financing Upgrade
increases the proceeds raised and significantly lowers the cost of
capital through partnership with Sinosure, a Chinese ECA, and a
tranche of fixed-rate capital from Japanese investors. The
financing carries a 12-year tenor.
On January 13, 2023, Fairfax
Financial Holdings Limited ("Fairfax") exercised the remainder of
their warrants to purchase six million common shares of Atlas. The
warrants, of which five million were issued in April 2021 and one million in June 2021, had exercise prices of $13.00 and $13.71
per common share, respectively, for gross aggregate proceeds of
$78.7 million. Immediately following
this exercise, Fairfax and its affiliates held in aggregate 130.8
million common shares, representing 45.5% of the then issued and
outstanding common shares of Atlas.
Poseidon Acquisition of Atlas
On August 4, 2022, Atlas' Board of
Directors received a non-binding proposal letter from Poseidon
Acquisition Corp. ("Poseidon"), an entity formed by certain
affiliates of Fairfax, certain affiliates of the Washington Family
("Washington"), David Sokol,
Chairman of the Board of Atlas, and Ocean Network Express Pte.
Ltd., and certain of their respective affiliates, to acquire all of
the outstanding common shares of Atlas, other than common shares
owned by Fairfax, Washington, Mr.
Sokol and certain executive officers of the Company, for
$14.45 cash per common share. The
Board of Directors established a Special Committee consisting of
independent directors to consider and negotiate the proposal.
On November 1, 2022, Atlas
announced that, following the recommendation of the Special
Committee and unanimous approval of the Board of Directors, Atlas
had entered into a merger agreement with Poseidon pursuant to which
Poseidon will acquire Atlas for cash consideration of $15.50 per common share. The transaction, which
is subject to approval of holders of a majority of the common
shares not owned by affiliates of Poseidon, regulatory approvals
and receipt of consents, is expected to close in the first half of
2023.
On January 20, 2023, Atlas
announced that it will hold its Annual Meeting of Shareholders on
February 24, 2023 (the "Annual
Meeting"). At the Annual Meeting, Atlas common shareholders
will be asked to, among other matters, consider and vote upon a
proposal to adopt and approve the previously announced Agreement
and Plan of Merger (the "Merger Agreement") among Atlas, Poseidon
and Poseidon Merger Sub, Inc., and the transactions contemplated by
the Merger Agreement. The completion of the transactions
contemplated by the Merger Agreement remains subject to closing
conditions described in Atlas' Proxy Statement filed with the U.S.
Securities and Exchange Commission (the "SEC") on January 9, 2023, including receipt of common
shareholder approval at the Annual Meeting.
The Annual Meeting will be held virtually at 2:00 p.m., London Time at
www.virtualshareholdermeeting.com/ATCO2023, and all common
shareholders of record as of the close of business on January 9, 2023 will be entitled to vote at the
Annual Meeting. A copy of the Proxy Statement is being
mailed to all Atlas shareholders of record as of the close of
business on January 9, 2023 and
common shareholders may vote by mailing their proxy cards or by
submitting their proxy online or by telephone. The Proxy Statement
has been posted to the Company's website, atlascorporation.com, and
can also be accessed on the SEC's website at www.sec.gov.
Distribution
On October 6, 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
October 31, 2022.
On January 5, 2023, 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 30, 2023.
Common Shares Outstanding
As of February 1, 2023, there were
287.8 million common shares outstanding.
Consolidated Results:
The following table summarizes Atlas' consolidated results for
the three and twelve months ended December 31, 2022 and
December 31, 2021.
|
Three Months
Ended
|
|
Twelve Months
Ended
|
(in millions of U.S.
dollars, except per share amounts,
percentages and ratios, unaudited)
|
December 31,
2022
|
|
December 31,
2021
|
|
December 31,
2022
|
|
December 31,
2021
|
Key
Metrics
|
|
|
|
|
|
|
|
Revenue
|
$
436.4
|
|
$
428.2
|
|
$
1,697.4
|
|
$
1,646.6
|
Net earnings
|
127.2
|
|
142.3
|
|
622.3
|
|
400.5
|
Adjusted
EBITDA(1)
|
287.7
|
|
283.5
|
|
1,135.4
|
|
1,116.2
|
FFO(1)
|
207.0
|
|
190.5
|
|
818.1
|
|
791.1
|
FFO per Share,
diluted(1)
|
0.71
|
|
0.72
|
|
2.84
|
|
2.98
|
Adjusted EPS,
diluted(1)
|
0.38
|
|
0.42
|
|
1.51
|
|
1.68
|
Diluted EPS
|
0.38
|
|
0.48
|
|
1.96
|
|
1.26
|
|
|
|
|
|
|
|
|
Financial
Position
|
|
|
|
|
|
|
|
Operating Net Debt to
Adjusted EBITDA(1)
|
|
|
|
|
3.8x
|
|
3.8x
|
Ending
Liquidity(2)
|
|
|
|
|
980.0
|
|
888.6
|
Gross Contracted Cash
Flow(3)
|
|
|
|
|
18,230.6
|
|
18,023.6
|
Total
Borrowings(1)(4)
|
|
|
|
|
6,078.6
|
|
5,703.5
|
Total Borrowings to
Assets (%)
|
|
|
|
|
53.8 %
|
|
54.0 %
|
|
|
|
|
|
|
|
|
Operational
|
|
|
|
|
|
|
|
Containership Leasing
Utilization
|
98.5 %
|
|
98.5 %
|
|
98.5 %
|
|
98.7 %
|
Mobile Power Generation
Utilization
|
62.8 %
|
|
61.4 %
|
|
68.4 %
|
|
73.8 %
|
(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 15.
|
(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 December 31, 2022 includes
$6.6 billion of lease payments receivable from operating leases,
$1.7 billion of gross lease receivable from finance leases and $9.9
billion of gross lease payments from newbuild vessels with signed
charter agreements that are undelivered as at December 31,
2022. 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 financing
leases and $10.8 billion of gross lease payments for acquired
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.
|
(4)
Total borrowings do not include debt to be incurred in connection
with certain undelivered vessels.
|
|
Financial Results Summary:
Revenue increase of 1.9% to $436.4
million and 3.1% to $1,697.4
million for the three and twelve months ended
December 31, 2022, compared to the same periods in 2021. The
increase in revenue is primarily related to the Mobile Power
Generation segment due to higher asset utilization. Revenue from
the Containership Leasing segment decreased 1.6% for the three
months ended December 31,
2022 due to lower revenue due to the sale of 11 vessels since
the fourth quarter of 2021 and lower rates, partially offset by the
impact of nine vessel deliveries in the year. Revenue from the
Containership Leasing segment increased 5.7% for the twelve months
ended December 31, 2022 largely
driven by delivery of newbuild vessels in the current year and a
full year impact of deliveries from 2021, offset by vessel sales
during the year. The increase in the Containership Leasing segment
was offset by decreased revenue in the Mobile Power Generation
segment from lower asset utilization.
Adjusted EBITDA increase of 1.5% to $287.7 million and 1.7% to $1,135.4 million for the three and twelve months
ended December 31, 2022, respectively, compared to the same
periods in 2021. The increases in adjusted EBITDA were due to
higher revenue, decrease in operating lease expense offset by a
lower recovery relating to an indemnity claim under acquisition
agreement. The decrease in operating lease expense relates to
the lease reclassification from operating to financing as a result
of pre-existing purchase options being exercised in January 2022 through August 2022. For the
year ended December 31, 2022, the
increase in Adjusted EBITDA was partially offset by an increase in
general corporate expenses including non-cash share-based
compensation and professional fees incurred by the special
committee to evaluate the take-private proposal from Poseidon.
FFO Per Share decrease of 1.4% to $0.71 and 4.7% to $2.84 for the three and twelve months ended
December 31, 2022, respectively, compared to the same periods
in 2021. Total funds from operations were higher due to increased
revenue for the year and lower income tax expense offset by higher
general and administrative expenses for the year and a smaller
recovery recognized in the comparative 2021 period related to an
indemnity claim made by Atlas relating to its acquisition of APR
Energy. The decrease in FFO per share was primarily driven by
an increase in diluted share count from the issuance of 25 million
shares from the exercise of warrants in April 2022 and the impact of the maximum dilutive
effect of the exchangeable notes based on the if-converted
method.
Diluted EPS decrease of 20.8% to $0.38 for the three months ended
December 31, 2022, compared to the same period in 2021. The
decrease was primarily driven by an increase in interest expense
due to higher interest rates and increased operating debt from
vessel deliveries partially offset by lower income tax expense.
Diluted EPS increased to $1.96 from
$1.26 for the twelve months ended
December 31, 2022. The increase was primarily due to non-cash
items which included a $120.6 million
gain on derivative instruments in 2022 and a $127.0 million loss on debt extinguishment in
2021.
Adjusted Diluted EPS decrease of 9.5% to $0.38 and 10.1% to $1.51 for the three and twelve months ended
December 31, 2022, respectively, compared to same periods in
2021. The decrease in adjusted diluted EPS was primarily due to the
increase in diluted share count.
Liquidity
As of December 31, 2022, Atlas had total liquidity of
$980.0 million, consisting of
$280.0 million of cash and cash
equivalents and $700.0 million of
availability under undrawn committed credit facilities. As of
December 31, 2022, we also had $6.1
billion of undrawn committed financing related to our
newbuild vessels and an unencumbered asset base including 38
vessels with a book value of $1.8
billion.
Segmented Financial Results:
The following table summarizes selected segmented financial
results for the three and twelve months ended December 31,
2022.
|
Three Months Ended
December 31, 2022
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other(3)
|
|
Total
|
Revenue
|
$
397.8
|
|
$
38.6
|
|
$
—
|
|
$
436.4
|
Operating
expense
|
79.0
|
|
17.1
|
|
—
|
|
96.1
|
G&A
expense
|
23.0
|
|
2.6
|
|
(1.2)
|
|
24.4
|
Operating lease
expense
|
29.3
|
|
0.6
|
|
—
|
|
29.9
|
Adjusted
EBITDA(1)
|
266.5
|
|
18.3
|
|
2.9
|
|
287.7
|
FFO(1)
|
193.9
|
|
25.3
|
|
(12.2)
|
|
207.0
|
|
Twelve Months Ended
December 31, 2022
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other(3)
|
|
Total
|
Revenue
|
$
1,543.0
|
|
$
154.4
|
|
$
—
|
|
$
1,697.4
|
Operating
expense
|
309.2
|
|
44.2
|
|
—
|
|
353.4
|
G&A
expense
|
76.6
|
|
33.5
|
|
(2.0)
|
|
108.1
|
Indemnification claim
(income) under acquisition agreement
|
—
|
|
(21.3)
|
|
—
|
|
(21.3)
|
Operating lease
expense
|
120.3
|
|
2.7
|
|
—
|
|
123.0
|
Adjusted
EBITDA(1)
|
1,036.9
|
|
97.1
|
|
1.4
|
|
1,135.4
|
FFO(1)
|
791.2
|
|
86.4
|
|
(59.5)
|
|
818.1
|
Gross Contracted Cash
Flow(2)
|
17,996.8
|
|
233.8
|
|
—
|
|
18,230.6
|
(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 15.
|
(2)
Gross contracted cash flow as at December 31, 2022, includes
$6.6 billion of lease payments receivable from operating leases,
$1.7 billion of gross lease receivable from finance leases and $9.9
billion of gross lease payments from newbuild vessels with signed
charter agreements that are undelivered as at December 31,
2022. 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.
|
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, 2022, Seaspan's
operating fleet consisted of 132 vessels with a total capacity of
1,219,080 TEU, and an additional 58 vessels under construction,
increasing total fleet capacity to 1,919,080 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)
|
|
December 31,
2022
|
|
December 31,
2021
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
280.0
|
|
$
288.6
|
Accounts
receivable
|
|
98.6
|
|
56.2
|
Inventories
|
|
50.0
|
|
46.4
|
Prepaid expenses and
other
|
|
35.9
|
|
35.7
|
Asset held for
sale
|
|
19.4
|
|
—
|
Net investment in
lease
|
|
21.0
|
|
16.8
|
Acquisition related
assets
|
|
88.3
|
|
104.0
|
|
|
593.2
|
|
547.7
|
|
|
|
|
|
Property, plant and
equipment
|
|
7,156.9
|
|
6,952.2
|
Vessels under
construction
|
|
1,422.5
|
|
1,095.6
|
Right-of-use
assets
|
|
746.7
|
|
724.9
|
Net investment in
lease
|
|
887.4
|
|
741.5
|
Goodwill
|
|
75.3
|
|
75.3
|
Deferred tax
assets
|
|
0.5
|
|
1.9
|
Derivative
instruments
|
|
107.1
|
|
6.1
|
Other assets
|
|
312.8
|
|
424.4
|
|
|
$
11,302.4
|
|
$
10,569.6
|
Liabilities and
shareholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts payable and
accrued liabilities
|
|
$
204.3
|
|
$
183.4
|
Deferred
revenue
|
|
25.2
|
|
46.6
|
Income tax
payable
|
|
72.3
|
|
96.9
|
Long-term debt -
current
|
|
238.4
|
|
551.0
|
Operating lease
liabilities - current
|
|
115.3
|
|
155.1
|
Finance lease
liabilities - current
|
|
222.2
|
|
—
|
Other financing
arrangements - current
|
|
147.5
|
|
100.5
|
Other liabilities -
current
|
|
13.3
|
|
42.0
|
|
|
1,038.5
|
|
1,175.5
|
|
|
|
|
|
Long-term
debt
|
|
3,453.4
|
|
3,731.8
|
Operating lease
liabilities
|
|
391.7
|
|
562.3
|
Other financing
arrangements
|
|
1,940.3
|
|
1,239.3
|
Derivative
instruments
|
|
1.5
|
|
28.5
|
Other
liabilities
|
|
51.2
|
|
17.7
|
Total
liabilities
|
|
6,876.6
|
|
6,755.1
|
|
|
|
|
|
Cumulative redeemable
preferred shares
|
|
296.9
|
|
296.9
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
Share
capital
|
|
2.8
|
|
2.4
|
Additional paid in
capital
|
|
3,724.2
|
|
3,526.8
|
Retained
earnings
|
|
420.0
|
|
7.5
|
Accumulated other
comprehensive loss
|
|
(18.1)
|
|
(19.1)
|
|
|
4,128.9
|
|
3,517.6
|
|
|
$
11,302.4
|
|
$
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
December 31,
|
|
Twelve Months Ended
December 31,
|
|
|
2022
|
|
2021
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
436.4
|
|
$
428.2
|
|
$
1,697.4
|
|
$ 1,646.6
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
96.1
|
|
97.8
|
|
353.4
|
|
351.0
|
Depreciation and
amortization
|
|
96.2
|
|
82.0
|
|
379.1
|
|
366.7
|
General and
administrative
|
|
24.4
|
|
30.6
|
|
108.1
|
|
79.2
|
Indemnity claim under
acquisition agreement
|
|
—
|
|
(13.3)
|
|
(21.3)
|
|
(42.4)
|
Operating
leases
|
|
29.9
|
|
36.9
|
|
123.0
|
|
146.3
|
(Gain) Loss on
sale
|
|
—
|
|
(15.4)
|
|
3.7
|
|
(16.4)
|
|
|
246.6
|
|
218.6
|
|
946.0
|
|
884.4
|
|
|
|
|
|
|
|
|
|
Operating
earnings
|
|
189.8
|
|
209.6
|
|
751.4
|
|
762.2
|
|
|
|
|
|
|
|
|
|
Other expenses
(income):
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
76.5
|
|
45.7
|
|
235.4
|
|
197.1
|
Interest
income
|
|
(3.6)
|
|
(0.3)
|
|
(6.5)
|
|
(3.1)
|
Gain on equity
investment
|
|
(2.6)
|
|
—
|
|
(0.3)
|
|
—
|
Loss (Gain) on
derivative instruments
|
|
6.0
|
|
(7.3)
|
|
(120.6)
|
|
(14.1)
|
Loss on debt
extinguishment
|
|
—
|
|
—
|
|
9.4
|
|
127.0
|
Other (income)
expenses
|
|
(6.0)
|
|
4.6
|
|
9.3
|
|
21.8
|
|
|
70.3
|
|
42.7
|
|
126.7
|
|
328.7
|
|
|
|
|
|
|
|
|
|
Income tax (recovery)
expense
|
|
(7.7)
|
|
24.6
|
|
2.4
|
|
33.0
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
127.2
|
|
$
142.3
|
|
$
622.3
|
|
$
400.5
|
|
|
|
|
|
|
|
|
|
Dividends - preferred
shares
|
|
(15.2)
|
|
(15.2)
|
|
(60.8)
|
|
(65.1)
|
Net earnings
attributable to common shares
|
|
$
112.0
|
|
$
127.1
|
|
$
561.5
|
|
$
335.4
|
|
|
|
|
|
|
|
|
|
Interest on senior
unsecured exchangeable notes(1)
|
|
1.9
|
|
—
|
|
7.6
|
|
—
|
Net earnings
attributable to diluted shares
|
|
$
113.9
|
|
$
127.1
|
|
$
569.1
|
|
$
335.4
|
|
|
|
|
|
|
|
|
|
Weighted average number
of shares, basic
|
|
275,164
|
|
246,445
|
|
267,148
|
|
246,300
|
Effect of dilutive
securities:
|
|
|
|
|
|
|
|
|
Share-based
compensation
|
|
3,867
|
|
2,761
|
|
2,722
|
|
2,433
|
Fairfax
warrants
|
|
787
|
|
11,190
|
|
3,396
|
|
10,647
|
Holdback
shares
|
|
727
|
|
3,572
|
|
2,009
|
|
5,572
|
Senior unsecured
exchangeable notes(1)
|
|
15,475
|
|
1,234
|
|
15,475
|
|
902
|
Weighted average number
of shares, diluted
|
|
296,020
|
|
265,202
|
|
290,750
|
|
265,854
|
|
|
|
|
|
|
|
|
|
Earnings per share,
basic
|
|
$
0.41
|
|
$
0.52
|
|
$
2.10
|
|
$
1.36
|
Earnings per share,
diluted(1)
|
|
$
0.38
|
|
$
0.48
|
|
$
1.96
|
|
$
1.26
|
(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
December 31,
|
|
Twelve Months Ended
December 31,
|
|
2022
|
|
2021
|
|
2022
|
|
2021
|
Cash from (used
in):
|
|
|
|
|
|
|
|
Operating
activities:
|
|
|
|
|
|
|
|
Net
earnings
|
$
127.2
|
|
$
142.3
|
|
$
622.3
|
|
$
400.5
|
Items not involving
cash:
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
96.2
|
|
82.0
|
|
379.1
|
|
366.7
|
Change in right-of-use
asset
|
17.1
|
|
31.5
|
|
99.6
|
|
125.8
|
Non-cash interest
expense and accretion
|
5.0
|
|
6.7
|
|
21.2
|
|
38.2
|
Unrealized change in
derivative instruments
|
10.5
|
|
(13.8)
|
|
(127.9)
|
|
(40.6)
|
Amortization of
acquired revenue contracts
|
2.8
|
|
3.2
|
|
12.4
|
|
15.0
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
9.4
|
|
127.0
|
Gain on equity
investment
|
(2.6)
|
|
—
|
|
(0.3)
|
|
—
|
(Gain) Loss on
sale
|
—
|
|
(15.4)
|
|
3.7
|
|
(16.4)
|
Other
|
(5.4)
|
|
13.9
|
|
7.0
|
|
26.2
|
Change in other
operating assets and liabilities
|
(36.8)
|
|
40.0
|
|
(170.2)
|
|
(98.4)
|
Cash from operating
activities
|
214.0
|
|
290.4
|
|
856.3
|
|
944.0
|
|
|
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
|
|
|
Expenditures for
property, plant and equipment and vessels under
construction
|
(433.9)
|
|
(245.1)
|
|
(1,239.7)
|
|
(1,577.0)
|
Prepayment on vessel
purchase
|
—
|
|
—
|
|
—
|
|
(132.3)
|
Receipt from (Payment
on) settlement of interest swap agreements
|
1.5
|
|
(7.8)
|
|
(12.7)
|
|
(26.8)
|
Gain (Loss) on foreign
currency repatriation
|
1.3
|
|
(3.3)
|
|
4.0
|
|
(13.9)
|
Receipt from
contingent consideration asset
|
—
|
|
5.3
|
|
12.5
|
|
30.5
|
Other assets and
liabilities
|
80.0
|
|
30.2
|
|
259.5
|
|
41.3
|
Capitalized interest
relating to newbuilds
|
(13.9)
|
|
(7.7)
|
|
(46.2)
|
|
(15.7)
|
Cash used in investing
activities
|
(365.0)
|
|
(228.4)
|
|
(1,022.6)
|
|
(1,693.9)
|
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
|
|
Repayments of
long-term debt and other financing arrangements
|
(416.1)
|
|
(257.9)
|
|
(1,221.3)
|
|
(1,474.9)
|
Issuance of long-term
debt and other financing arrangements
|
289.8
|
|
354.9
|
|
1,367.4
|
|
3,152.6
|
Redemption of Fairfax
Notes
|
—
|
|
—
|
|
—
|
|
(300.0)
|
Redemption of
preferred shares
|
—
|
|
—
|
|
—
|
|
(330.4)
|
Payment of lease
liabilities
|
(3.6)
|
|
—
|
|
(16.6)
|
|
—
|
Financing
fees
|
(3.6)
|
|
(81.6)
|
|
(20.2)
|
|
(122.2)
|
Share issuance
cost
|
—
|
|
—
|
|
—
|
|
(0.1)
|
Dividends on common
shares
|
(17.8)
|
|
(31.2)
|
|
(119.3)
|
|
(124.6)
|
Dividends on preferred
shares
|
(15.2)
|
|
(15.2)
|
|
(60.8)
|
|
(66.2)
|
Proceeds from exercise
of warrants
|
—
|
|
—
|
|
201.3
|
|
—
|
Cash (used in)
from financing activities
|
(166.5)
|
|
(31.0)
|
|
130.5
|
|
734.2
|
|
|
|
|
|
|
|
|
(Decrease) / Increase
in cash and cash equivalents
|
(317.5)
|
|
31.0
|
|
(35.8)
|
|
(15.7)
|
Cash and cash
equivalents and restricted cash, beginning of period
|
608.5
|
|
295.8
|
|
326.8
|
|
342.5
|
Cash and cash
equivalents and restricted cash, end of period
|
$
291.0
|
|
$
326.8
|
|
$
291.0
|
|
$
326.8
|
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,
2022
|
|
December 31,
2021
|
Cash and cash
equivalents
|
$
280.0
|
|
$
288.6
|
Restricted
cash
|
11.0
|
|
38.2
|
Total cash, cash
equivalents and restricted cash shown in the consolidated
statements of cash flows
|
$
291.0
|
|
$
326.8
|
ATLAS CORP.
NON-GAAP RECONCILIATIONS
NET EARNINGS TO FUNDS FROM OPERATIONS
|
Three Months
Ended
|
|
Twelve Months
Ended
|
(in millions of U.S.
dollars, except shares in thousands and per share amounts,
unaudited)
|
December 31,
2022
|
|
December 31,
2021
|
|
December 31,
2022
|
|
December 31,
2021
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
127.2
|
|
$
142.3
|
|
$
622.3
|
|
$
400.5
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
(15.2)
|
|
(15.2)
|
|
(60.8)
|
|
(65.1)
|
(Gain) Loss on
sale
|
—
|
|
(15.4)
|
|
3.7
|
|
(16.4)
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
9.4
|
|
127.0
|
Gain on disposal of
entity
|
(10.8)
|
|
—
|
|
(10.8)
|
|
—
|
Unrealized change in
fair value on derivative instruments
|
10.5
|
|
(13.8)
|
|
(127.9)
|
|
(40.6)
|
Change in contingent
consideration asset (1)
|
(0.9)
|
|
7.3
|
|
(0.9)
|
|
5.1
|
Loss on foreign
currency repatriation (2)
|
—
|
|
3.3
|
|
4.0
|
|
13.9
|
Depreciation and
amortization
|
96.2
|
|
82.0
|
|
379.1
|
|
366.7
|
FFO
|
207.0
|
|
190.5
|
|
818.1
|
|
791.1
|
|
|
|
|
|
|
|
|
Interest on senior
unsecured exchangeable notes(3)
|
1.9
|
|
—
|
|
7.6
|
|
—
|
FFO attributable to
diluted shares
|
$
208.9
|
|
$
190.5
|
|
$
825.7
|
|
$
791.1
|
|
|
|
|
|
|
|
|
Weighted average number
of shares, basic
|
275,164
|
|
246,445
|
|
267,148
|
|
246,300
|
Effect of dilutive
securities:
|
|
|
|
|
|
|
|
Share-based
compensation
|
3,867
|
|
2,761
|
|
2,722
|
|
2,433
|
Fairfax
warrants
|
787
|
|
11,190
|
|
3,396
|
|
10,647
|
Holdback
shares
|
727
|
|
3,572
|
|
2,009
|
|
5,572
|
Senior unsecured
exchangeable notes(3)
|
15,475
|
|
1,234
|
|
15,475
|
|
902
|
Weighted average
shares outstanding, diluted
|
296,020
|
|
265,202
|
|
290,750
|
|
265,854
|
|
|
|
|
|
|
|
|
FFO per share,
diluted(3)
|
$
0.71
|
|
$
0.72
|
|
$
2.84
|
|
$
2.98
|
(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 ended on April 30, 2022.
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
December 31, 2022
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (3)
|
|
Total
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
98.8
|
|
$
24.5
|
|
$
3.9
|
|
$
127.2
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
—
|
|
—
|
|
(15.2)
|
|
(15.2)
|
Gain on disposal of
entity
|
—
|
|
(10.8)
|
|
—
|
|
(10.8)
|
Unrealized change in
fair value on derivative instruments
|
10.5
|
|
—
|
|
—
|
|
10.5
|
Change in contingent
consideration asset (1)
|
—
|
|
—
|
|
(0.9)
|
|
(0.9)
|
Depreciation and
amortization
|
84.6
|
|
11.6
|
|
—
|
|
96.2
|
|
|
|
|
|
|
|
|
FFO
|
$
193.9
|
|
$
25.3
|
|
$
(12.2)
|
|
$
207.0
|
|
Twelve Months Ended
December 31, 2022
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (3)
|
|
Total
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
583.0
|
|
$
37.1
|
|
$
2.2
|
|
$
622.3
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
—
|
|
—
|
|
(60.8)
|
|
(60.8)
|
Loss (Gain) on
sale
|
4.0
|
|
(0.3)
|
|
—
|
|
3.7
|
Loss on debt
extinguishment
|
4.6
|
|
4.8
|
|
—
|
|
9.4
|
Gain on disposal of
entity
|
—
|
|
(10.8)
|
|
—
|
|
(10.8)
|
Unrealized change in
fair value on derivative instruments
|
(127.9)
|
|
—
|
|
—
|
|
(127.9)
|
Change in contingent
consideration asset
|
—
|
|
—
|
|
(0.9)
|
|
(0.9)
|
Loss on foreign
currency repatriation (2)
|
—
|
|
4.0
|
|
—
|
|
4.0
|
Depreciation and
amortization
|
327.5
|
|
51.6
|
|
—
|
|
379.1
|
|
|
|
|
|
|
|
|
FFO
|
$
791.2
|
|
$
86.4
|
|
$
(59.5)
|
|
$
818.1
|
(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 expired on April 30, 2022. 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
|
|
Twelve Months
Ended
|
(in millions of U.S.
dollars, except shares in thousands and per share amounts,
unaudited)
|
December 31,
2022
|
|
December 31,
2021
|
|
December 31,
2022
|
|
December 31,
2021
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
127.2
|
|
$
142.3
|
|
$
622.3
|
|
$
400.5
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
(15.2)
|
|
(15.2)
|
|
(60.8)
|
|
(65.1)
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
9.4
|
|
127.0
|
Gain on disposal of
entity
|
(10.8)
|
|
—
|
|
(10.8)
|
|
—
|
Unrealized change in
fair value on derivative instruments
|
10.5
|
|
(15.4)
|
|
(127.9)
|
|
(16.4)
|
Adjusted
Earnings
|
111.7
|
|
111.7
|
|
432.2
|
|
446.0
|
|
|
|
|
|
|
|
|
Interest on senior
unsecured exchangeable notes(1)
|
1.9
|
|
—
|
|
7.6
|
|
—
|
Adjusted Earnings
attributable to diluted shares
|
$
113.6
|
|
$
111.7
|
|
$
439.8
|
|
$
446.0
|
|
|
|
|
|
|
|
|
Weighted average
number of shares, basic
|
275,164
|
|
246,445
|
|
267,148
|
|
246,300
|
Effect of dilutive
securities:
|
|
|
|
|
|
|
|
Share-based
compensation
|
3,867
|
|
2,761
|
|
2,722
|
|
2,433
|
Fairfax
warrants
|
787
|
|
11,190
|
|
3,396
|
|
10,647
|
Holdback
shares
|
727
|
|
3,572
|
|
2,009
|
|
5,572
|
Senior unsecured
exchangeable notes(1)
|
15,475
|
|
1,234
|
|
15,475
|
|
902
|
Weighted average
shares outstanding, diluted
|
296,020
|
|
265,202
|
|
290,750
|
|
265,854
|
|
|
|
|
|
|
|
|
Adjusted EPS,
diluted(1)
|
$
0.38
|
|
$
0.42
|
|
$
1.51
|
|
$
1.68
|
(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.
|
|
Three Months Ended
December 31, 2022
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (1)
|
|
Total
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
98.8
|
|
$
24.5
|
|
$
3.9
|
|
$
127.2
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
—
|
|
—
|
|
(15.2)
|
|
(15.2)
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
—
|
|
—
|
Gain on disposal of
entity
|
—
|
|
(10.8)
|
|
—
|
|
(10.8)
|
Unrealized change in
fair value on derivative instruments
|
10.5
|
|
—
|
|
—
|
|
10.5
|
|
|
|
|
|
|
|
|
Adjusted
Earnings
|
$
109.3
|
|
$
13.7
|
|
$
(11.3)
|
|
$
111.7
|
|
Twelve Months Ended
December 31, 2022
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (1)
|
|
Total
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
583.0
|
|
$
37.1
|
|
$
2.2
|
|
$
622.3
|
|
|
|
|
|
|
|
|
Preferred share
dividends
|
—
|
|
—
|
|
(60.8)
|
|
(60.8)
|
Loss on debt
extinguishment
|
4.6
|
|
4.8
|
|
—
|
|
9.4
|
Gain on disposal of
entity
|
—
|
|
(10.8)
|
|
—
|
|
(10.8)
|
Unrealized change in
fair value on derivative instruments
|
(127.9)
|
|
—
|
|
—
|
|
(127.9)
|
|
|
|
|
|
|
|
|
Adjusted
Earnings
|
$
459.7
|
|
$
31.1
|
|
$
(58.6)
|
|
$
432.2
|
(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
|
|
Twelve Months
Ended
|
(in millions of U.S.
dollars, unaudited)
|
December 31,
2022
|
|
December 31,
2021
|
|
December 31,
2022
|
|
December 31,
2021
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
127.2
|
|
$
142.3
|
|
$
622.3
|
|
$
400.5
|
|
|
|
|
|
|
|
|
Interest
expense
|
76.5
|
|
45.7
|
|
235.4
|
|
197.1
|
Interest
income
|
(3.6)
|
|
(0.3)
|
|
(6.5)
|
|
(3.1)
|
Income tax (recovery)
expense
|
(7.7)
|
|
24.6
|
|
2.4
|
|
33.0
|
Depreciation and
amortization
|
96.2
|
|
82.0
|
|
379.1
|
|
366.7
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
9.4
|
|
127.0
|
(Gain) Loss on
sale
|
—
|
|
(15.4)
|
|
3.7
|
|
(16.4)
|
Loss (Gain) on
derivative instruments
|
6.0
|
|
(7.3)
|
|
(120.6)
|
|
(14.1)
|
Change in contingent
consideration asset (1)
|
(0.9)
|
|
7.3
|
|
(0.9)
|
|
5.1
|
Loss on foreign
currency repatriation (2)
|
—
|
|
3.3
|
|
4.0
|
|
13.9
|
Other (income)
expenses
|
(6.0)
|
|
1.3
|
|
7.1
|
|
6.5
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
$
287.7
|
|
$
283.5
|
|
$
1,135.4
|
|
$
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 expired April 30, 2022. 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.
|
|
Three Months Ended
December 31, 2022
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (3)
|
|
Total
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
98.8
|
|
$
24.5
|
|
$
3.9
|
|
$
127.2
|
|
|
|
|
|
|
|
|
Interest
expense
|
73.3
|
|
3.3
|
|
(0.1)
|
|
76.5
|
Interest
income
|
(3.1)
|
|
(0.2)
|
|
(0.3)
|
|
(3.6)
|
Income tax expense
(recovery)
|
1.0
|
|
(8.7)
|
|
—
|
|
(7.7)
|
Depreciation and
amortization
|
84.6
|
|
11.6
|
|
—
|
|
96.2
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
—
|
|
—
|
Gain on sale
|
—
|
|
—
|
|
—
|
|
—
|
Loss on derivative
instruments
|
6.0
|
|
—
|
|
—
|
|
6.0
|
Change in contingent
consideration asset (1)
|
—
|
|
—
|
|
(0.9)
|
|
(0.9)
|
Other expenses
(income)
|
5.9
|
|
(12.2)
|
|
0.3
|
|
(6.0)
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
$
266.5
|
|
$
18.3
|
|
$
2.9
|
|
$
287.7
|
|
Twelve Months Ended
December 31, 2022
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (3)
|
|
Total
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
583.0
|
|
$
37.1
|
|
$
2.2
|
|
$
622.3
|
|
|
|
|
|
|
|
|
Interest
expense
|
219.4
|
|
16.7
|
|
(0.7)
|
|
235.4
|
Interest
income
|
(5.5)
|
|
(0.7)
|
|
(0.3)
|
|
(6.5)
|
Income tax
expense
|
1.9
|
|
0.5
|
|
—
|
|
2.4
|
Depreciation and
amortization
|
327.5
|
|
51.6
|
|
—
|
|
379.1
|
Loss on debt
extinguishment
|
4.6
|
|
4.8
|
|
—
|
|
9.4
|
Loss (Gain) on
sale
|
4.0
|
|
(0.3)
|
|
—
|
|
3.7
|
Gain on derivative
instruments
|
(120.6)
|
|
—
|
|
—
|
|
(120.6)
|
Change in contingent
consideration asset (1)
|
—
|
|
—
|
|
(0.9)
|
|
(0.9)
|
Loss on foreign
currency repatriation(2)
|
—
|
|
4.0
|
|
—
|
|
4.0
|
Other expenses
(income)
|
22.6
|
|
(16.6)
|
|
1.1
|
|
7.1
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
$
1,036.9
|
|
$
97.1
|
|
$
1.4
|
|
$
1,135.4
|
(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 expired on April 30, 2022. 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
December 31, 2022
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (4)
|
|
Total
|
|
|
|
|
|
|
|
|
Long-term
debt(1)
|
$
3,593.4
|
|
$
155.7
|
|
$
(57.3)
|
|
$
3,691.8
|
Other financing
arrangements(1)
|
2,087.8
|
|
—
|
|
—
|
|
2,087.8
|
Finance
leases
|
222.2
|
|
—
|
|
—
|
|
222.2
|
Deferred financing
fees
|
74.7
|
|
2.1
|
|
—
|
|
76.8
|
Total
Borrowings
|
5,978.1
|
|
157.8
|
|
(57.3)
|
|
6,078.6
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
(165.2)
|
|
(114.8)
|
|
—
|
|
(280.0)
|
Restricted
cash
|
—
|
|
(11.0)
|
|
—
|
|
(11.0)
|
Net
Debt
|
5,812.9
|
|
32.0
|
|
(57.3)
|
|
5,787.6
|
|
|
|
|
|
|
|
|
Vessels under
construction
|
(1,422.5)
|
|
—
|
|
—
|
|
(1,422.5)
|
Operating Net
Debt
|
$
4,390.4
|
|
$
32.0
|
|
$
(57.3)
|
|
$
4,365.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
December 31, 2022
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (4)
|
|
Total
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
583.0
|
|
$
37.1
|
|
$
2.2
|
|
$
622.3
|
|
|
|
|
|
|
|
|
Interest
expense
|
219.4
|
|
16.7
|
|
(0.7)
|
|
235.4
|
Interest
income
|
(5.5)
|
|
(0.7)
|
|
(0.3)
|
|
(6.5)
|
Income tax
expense
|
1.9
|
|
0.5
|
|
—
|
|
2.4
|
Depreciation and
amortization
|
327.5
|
|
51.6
|
|
—
|
|
379.1
|
Loss on debt
extinguishment
|
4.6
|
|
4.8
|
|
—
|
|
9.4
|
Loss (Gain) on
sale
|
4.0
|
|
(0.3)
|
|
—
|
|
3.7
|
Gain on derivative
instruments
|
(120.6)
|
|
—
|
|
—
|
|
(120.6)
|
Change in contingent
consideration asset (2)
|
—
|
|
—
|
|
(0.9)
|
|
(0.9)
|
Loss on foreign
currency repatriation (3)
|
—
|
|
4.0
|
|
—
|
|
4.0
|
Other expenses
(income)
|
22.6
|
|
(16.6)
|
|
1.1
|
|
7.1
|
Adjusted
EBITDA
|
$
1,036.9
|
|
$
97.1
|
|
$
1.4
|
|
$
1,135.4
|
|
|
|
|
|
|
|
|
Net Debt to Adjusted
EBITDA
|
5.6x
|
|
0.3x
|
|
|
|
5.1x
|
Operating Net Debt
to Adjusted EBITDA
|
4.2x
|
|
0.3x
|
|
|
|
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 expired on April 30, 2022. 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.
|
|
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
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
December 31, 2021
|
(in millions of U.S.
dollars, unaudited)
|
Containership
Leasing
|
|
Mobile Power
Generation
|
|
Elimination
and Other (4)
|
|
Total
|
|
|
|
|
|
|
|
|
GAAP Net
earnings
|
$
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
|
|
|
|
|
|
|
|
|
Net Debt to Adjusted
EBITDA
|
5.4x
|
|
0.9x
|
|
|
|
4.8x
|
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 ended on April 30, 2022. 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,
|
|
2022
|
|
2021
|
(in millions of U.S.
dollars, unaudited)
|
Total
outstanding
|
|
Interest
rate
|
|
Years to
maturity
|
|
Total
outstanding
|
|
|
|
|
|
|
|
|
Revolving credit
facilities(2)
|
$
—
|
|
—
|
|
—
|
|
$
—
|
Term loan credit
facilities(1)(2)
|
1,233.0
|
|
6.4 %
|
|
3.59
|
|
2,341.8
|
Senior unsecured
notes(2)(3)
|
1,302.4
|
|
5.9 %
|
|
4.92
|
|
1,302.4
|
Senior unsecured
exchangeable notes (2)(4)
|
201.3
|
|
3.8 %
|
|
2.96
|
|
201.3
|
Senior secured
notes(1)(2)(5)
|
1,000.0
|
|
4.7 %
|
|
10.86
|
|
500.0
|
Debt discount and fair
value adjustment
|
—
|
|
—
|
|
—
|
|
(5.1)
|
Deferred financing
fees on long term debt
|
(44.9)
|
|
—
|
|
—
|
|
(57.6)
|
Long term
debt
|
3,691.8
|
|
|
|
|
|
4,282.8
|
|
|
|
|
|
|
|
|
Other financing
arrangements(2)
|
2,119.7
|
|
6.6 %
|
|
9.32
|
|
1,363.1
|
Deferred financing
fees on other financing arrangements
|
(31.9)
|
|
—
|
|
—
|
|
(23.3)
|
Other financing
arrangement
|
2,087.8
|
|
|
|
|
|
1,339.8
|
|
|
|
|
|
|
|
|
Finance
leases
|
222.2
|
|
5.9 %
|
|
0.37
|
|
—
|
|
|
|
|
|
|
|
|
Total deferred
financing fees
|
76.8
|
|
—
|
|
—
|
|
80.9
|
Total
borrowings
|
6,078.6
|
|
|
|
|
|
5,703.5
|
|
|
|
|
|
|
|
|
Vessels under
construction(6)
|
(1,422.5)
|
|
—
|
|
—
|
|
(1,095.6)
|
Operating
borrowings
|
$
4,656.1
|
|
|
|
|
|
$
4,607.9
|
(1) As
at December 31, 2022, $2,132.5 million of the Company's term
loan credit facilities and notes 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 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.
|
(5)
Corresponds to Sustainability-Linked Senior Secured Notes with
fixed interest rates ranging from 3.91% to 5.49% and maturities
between 2031 and 2037.
|
(6) As
at December 31, 2022, this represents the installment payments
and other capitalized costs related to 58 vessels under
construction.
|
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 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, other financing arrangements and finance leases,
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.
ATLAS CORP.
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:
- the impact and timing of the pending transaction between Atlas
and Poseidon;
- 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 ultimate length and severity of the 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 or bankruptcy
due to the COVID-19 pandemic, the Russia-Ukraine conflict 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, the Russia-Ukraine conflict or otherwise;
- the impact of inflation, recession or other actual or
anticipated economic pressures;
- 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.
Certain participants in the pending transaction described herein
have filed with the SEC a Schedule 13E-3 Transaction Statement,
which contains important information on Atlas, Poseidon, the
transaction and related matters, including the terms and conditions
of the transaction. Shareholders of Atlas are urged to carefully
read these documents, as they may be amended from time to time,
before making any decision with respect to the transaction. The
Schedule 13E-3 and all other documents filed with the SEC in
connection with the transaction are available, free of charge, on
the SEC's website at www.sec.gov. In addition, these documents will
be made available, free of charge, to shareholders of Atlas who
make a written request to the investor contacts named in this
release. This announcement is neither a solicitation of a proxy, an
offer to purchase nor a solicitation of an offer to sell any
securities and it is not a substitute for any filings that may be
made with the SEC should the transaction proceed.
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.
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SOURCE Atlas Corp.