GlobeNewswire
Aegion Corporation Reports 2020 Fourth Quarter and Full Year Financial Results
ST. LOUIS, March 10, 2021 (GLOBE NEWSWIRE) -- Aegion Corporation (NASDAQ:AEGN), a leading provider of infrastructure maintenance, rehabilitation and protection solutions, today announced financial results for the fourth quarter and full year ended December 31, 2020. Fourth Quarter and Full Year 2020 Financial Highlights Q4’20 earnings per diluted share from continuing operations were $0.26 compared to a loss per diluted share of $0.50 in Q4’19. Q4’20 adjusted (non-GAAP)1 earnings per diluted share from continuing operations were $0.31 compared to $0.32 in Q4’19.FY’20 earnings per diluted share from continuing operations were $0.75 compared to a loss per diluted share of $0.82 in FY’19. FY’20 adjusted (non-GAAP)1 earnings per diluted share from continuing operations were $1.05 compared to $1.02 in FY’19.FY’20 revenues from continuing operations were $808 million. The core Insituform North America business grew revenues by 6% year over year, helping to offset declines primarily related to business exits as well as COVID-related project deferrals on larger international coating projects.FY’20 adjusted1 gross profit margins from continuing operations were 24.6%, increasing 70 basis points from the prior year, primarily driven by improved profitability in the North America Insituform and Corrpro businesses.FY’20 adjusted1 operating expenses from continuing operations declined 11% as a result of cost reductions across both operating segments and corporate spending.FY’20 adjusted1 operating income from continuing operations of $57 million increased 7% year over year, driven by a 100 basis-point increase in adjusted operating margins.Full-year operating cash flows of $111 million were 40% higher than the prior year, enabling $56 million of debt paydown. 1 Adjusted (non-GAAP) results exclude certain charges related to the Company’s restructuring activities, divestiture-related activities, impairment of assets held for sale, project warranty accruals, credit facility amendment fees and impacts from the Tax Cuts and Jobs Act. Reconciliation of adjusted results is included below. “Our improved performance from continuing operations in the face of unprecedented market disruption demonstrates the resiliency and commitment of our employees globally as well as the critical need for our products and services,” said Charles R. Gordon, Aegion President and Chief Executive Officer. “It’s also a testament to the strength of our cornerstone Insituform business, which celebrates 50 years of market leadership this year and continues to be an innovator and thought leader in the trenchless municipal pipeline rehabilitation market. As we move forward, we are continuing to advance our strategy of providing differentiated pipeline rehabilitation and protection technologies for the benefit of public health and the environment.” Energy Services Segment Planned Divestiture In December 2020, the Company’s board of directors approved a plan to sell its Energy Services segment. As a result, the operating results of the former Energy Services segment are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for the quarters and years ended December 31, 2020 and 2019, respectively. 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 valued at approximately $963 million that will result in Aegion becoming a private company. Under the terms of the merger agreement, Aegion stockholders will receive $26.00 per share in cash, less any applicable withholding taxes, upon completion of the transaction. The transaction is expected to close in the second quarter of 2021 and is subject to Aegion stockholder approval, regulatory approvals and other customer closing conditions. In light of the proposed transaction, Aegion will not host a conference call to discuss earnings results or be providing a financial outlook. Additional information on Aegion’s 2020 full year financial results can be found in the Form 10-K once it has been filed with the Securities and Exchange Commission. AEGION CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)(in thousands, except per share amounts) Quarters Ended December 31, Years Ended December 31, 2020 2019 2020 2019Revenues$205,481 $224,822 $807,764 $885,887 Cost of revenues 153,877 171,644 611,305 680,886 Gross profit 51,604 53,178 196,459 205,001 Operating expenses 36,184 43,896 147,523 168,778 Impairment of assets held for sale 830 11,481 172 23,427 Acquisition and divestiture expenses 1,425 616 3,614 3,375 Restructuring and related charges 298 2,807 4,162 8,188 Operating income (loss) 12,867 (5,622) 40,988 1,233 Other income (expense): Interest expense (2,729) (2,742) (12,483) (11,358)Interest income 424 224 1,125 1,038 Other (1,197) (3,968) 437 (10,893)Total other expense (3,502) (6,486) (10,921) (21,213)Income (loss) before taxes (benefit) 9,365 (12,108) 30,067 (19,980)Taxes (benefit) on income (loss) 716 2,324 5,267 4,010 Income (loss) from continuing operations 8,649 (14,432) 24,800 (23,990)Income (loss) from discontinued operations (13,804) 773 (55,156) 4,542 Net loss (5,155) (13,659) (30,356) (19,448)Non-controlling interests income (456) (902) (1,505) (1,444)Net loss attributable to Aegion Corporation$(5,611) $(14,561) $(31,861) $(20,892) Earnings (loss) per share attributable to Aegion Corporation: Basic: Income (loss) from continuing operations$0.27 $(0.50) $0.76 $(0.82)Income (loss) from discontinued operations (0.45) 0.03 (1.80) 0.15 Net loss$(0.18) $(0.47) $(1.04) $(0.67)Diluted: Income (loss) from continuing operations$0.26 $(0.50) $0.75 $(0.82)Income (loss) from discontinued operations (0.44) 0.03 (1.77) 0.15 Net loss$(0.18) $(0.47) $(1.02) $(0.67) AEGION CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(Unaudited)(in thousands, except share amounts) December 31, 2020 2019 Assets Current assets Cash and cash equivalents $94,848 $64,874 Restricted cash 765 1,348 Receivables, net of allowances of $4,004 and $6,404, respectively 133,394 153,484 Retainage 32,807 33,103 Contract assets 44,026 42,973 Inventories 44,889 57,193 Prepaid expenses and other current assets 33,675 31,329 Assets held for sale 92,850 168,799 Total current assets 477,254 553,103 Property, plant & equipment, less accumulated depreciation 92,900 94,886 Other assets Goodwill 210,665 208,858 Intangible assets, less accumulated amortization 58,869 67,875 Operating lease assets 52,421 60,246 Deferred income tax assets 448 1,216 Other non-current assets 8,890 9,329 Total other assets 331,293 347,524 Total Assets $901,447 $995,513 Liabilities and Equity Current liabilities Accounts payable $51,469 $54,100 Accrued expenses 59,664 67,852 Operating lease liabilities 14,147 14,204 Contract liabilities 37,569 37,517 Current maturities of long-term debt 25,811 32,803 Liabilities held for sale 36,148 37,900 Total current liabilities 224,808 244,376 Long-term debt, less current maturities 193,988 243,629 Other liabilities Operating lease liabilities 38,724 46,059 Deferred income tax liabilities 10,344 11,254 Other non-current liabilities 25,218 15,102 Total other liabilities 74,286 72,415 Total liabilities 493,082 560,420 Equity Preferred stock, undesignated, $.10 par – shares authorized 2,000,000; none outstanding — — Common stock, $.01 par – shares authorized 125,000,000; shares issued and outstanding 30,640,150 and 30,715,959, respectively 306 307 Additional paid-in capital 102,001 101,148 Retained earnings 327,137 358,998 Accumulated other comprehensive loss (29,847) (32,694)Total stockholders’ equity 399,597 427,759 Non-controlling interests 8,768 7,334 Total equity 408,365 435,093 Total Liabilities and Equity $901,447 $995,513 AEGION CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(in thousands) Years Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net income (loss) $(30,356) $(19,448) $3,087 (Income) loss from discontinued operations 55,156 (4,542) (5,859) 24,800 (23,990) (2,772)Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 28,702 28,673 30,744 (Gain) loss on sale of fixed assets (349) (662) 177 Equity-based compensation expense 9,919 7,751 7,838 Deferred income taxes (1,001) 3,146 (648)Non-cash restructuring charges 1,202 12,717 13,814 Goodwill impairment — — 1,389 Definite-lived intangible asset impairment — — 2,169 Impairment of assets held for sale 1,259 23,427 — (Gain) loss on sale of businesses (14) — 7,048 Loss on foreign currency transactions 844 503 623 Other 457 (744) 733 Changes in operating assets and liabilities: Receivables net, retainage and contract assets 22,454 7,549 8,202 Inventories 9,999 (3,413) 2,306 Prepaid expenses and other assets (2,481) 4,642 1,866 Accounts payable, accrued expenses and operating lease liabilities (10,313) (5,755) (6,324)Contract liabilities (289) 5,302 (22,728)Other operating 6,997 763 290 Net cash provided by operating activities of continuing operations 92,186 59,909 44,727 Net cash provided by (used in) operating activities of discontinued operations 18,529 18,905 (5,058)Net cash provided by operating activities 110,715 78,814 39,669 Cash flows from investing activities: Capital expenditures (16,559) (25,335) (27,461)Proceeds from sale of fixed assets 1,565 1,332 3,014 Patent expenditures (299) (293) (299)Sale of businesses, net of cash disposed 3,602 — 37,942 Other acquisition activity — — (6,000)Net cash provided by (used in) investing activities of continuing operations (11,691) (24,296) 7,196 Net cash used in investing activities of discontinued operations (2,972) (3,430) (6,031)Net cash provided by (used in) investing activities (14,663) (27,726) 1,165 Cash flows from financing activities: Proceeds from issuance of common stock upon stock option exercises — 956 — Repurchase of common stock (9,071) (30,393) (25,775)Investments from non-controlling interest 131 — — Distributions to non-controlling interests (153) (1,609) — Credit facility amendment fees (1,995) — (1,657)Proceeds from (payments on) notes payable, net — (273) 234 Payments on line of credit, net (24,000) (7,000) (7,000)Principal payments on long-term debt (32,033) (28,438) (26,250)Net cash used in financing activities (67,121) (66,757) (60,448)Effect of exchange rate changes on cash 460 (2,995) (4,045)Net increase (decrease) in cash, cash equivalents and restricted cash for the year 29,391 (18,664) (23,659)Cash, cash equivalents and restricted cash, beginning of year 66,222 84,886 108,545 Cash, cash equivalents and restricted cash, end of year $95,613 $66,222 $84,886 Statement of Operations Reconciliation(Unaudited) (Non-GAAP) For the Quarter Ended December 31, 2020 (in thousands, except earnings per share)GrossProfitOperatingExpensesOperatingIncomeIncomeBeforeTaxesTaxes onIncomeIncomefromContinuing OperationsDiluted Earnings per Share from Continuing OperationsAs Reported (GAAP)$ 51,604 $ 36,184 $ 12,867$ 9,365$ 716$ 8,649$ 0.26Items Affecting Comparability: Restructuring Charges(1) (53) (1,838) 2,083 2,999 1,815 1,184 0.04Divestiture Related Expenses(2) — — 2,255 2,350 1,924 426 0.01Credit Facility Fees(3) — — — 19 5 14 —As Adjusted (Non-GAAP)$ 51,551 $ 34,346 $ 17,205$ 14,733$ 4,460$ 10,273$ 0.31 (1) Includes the following non-GAAP adjustments: (i) pre-tax restructuring credits for cost of revenues of $53 primarily related to inventory recoveries; (ii) pre-tax restructuring charges for operating expenses of $1,838 primarily related to wind-down expenses, fixed asset disposals and other restructuring-related charges; (iii) pre-tax restructuring and related charges of $298 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 $916 related to the release of cumulative currency translation adjustments and net losses on disposal of certain restructured operations. (2) Includes the following non-GAAP adjustments: (i) pre-tax charges of $830 related to the impairment of held for sale assets (parcels of land located near the Company’s corporate headquarters, net of recoveries of previously reserved customer receivables in our held for sale operations); and (ii) pre-tax charges of $1,425 incurred primarily in connection with the Company’s planned divestiture of its held for sale operations. (3) Includes pre-tax non-GAAP adjustments of $19 related to certain out-of-pocket expenses associated with amending the Company’s credit facility. For the Quarter Ended December 31, 2019 (in thousands, except earnings per share)GrossProfitOperatingExpensesOperatingIncome (Loss)Income (Loss)BeforeTaxesTaxes (Benefit) onIncome (Loss)Income (Loss)fromContinuing OperationsDiluted Earnings (Loss) per Share from Continuing OperationsAs Reported (GAAP)$ 53,178$ 43,896 $ (5,622)$ (12,108)$ 2,324 $ (14,432)$ (0.50)Items Affecting Comparability: Restructuring Charges(1) 1,901 (4,394) 9,102 12,870 (595) 13,465 0.44 Divestiture Related Expenses(2) — — 12,097 12,097 115 11,982 0.38 As Adjusted (Non-GAAP)$ 55,079$ 39,502 $ 15,577 $ 12,859 $ 1,844 $ 11,015 $ 0.32 (1) Includes the following non-GAAP adjustments: (i) pre-tax restructuring charges for cost of revenues of $1,901 primarily related to inventory write offs; (ii) pre-tax restructuring charges for operating expenses of $4,394 primarily related to wind-down expenses, fixed asset disposals and other restructuring-related charges; (iii) pre-tax restructuring and related charges of $2,807 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 $3,768 related to the release of cumulative currency translation adjustments and net losses on disposal of certain restructured operations. (2) Includes the following non-GAAP adjustments: (i) pre-tax charges of $11,481 related to the impairment of held for sale assets (CIPP operations in Spain and the Netherlands and parcels of land located near the Company’s corporate headquarters); and (ii) pre-tax charges of $616 incurred primarily in connection with the Company’s divestitures of its held for sale operations. Statement of Operations Reconciliation(Unaudited) (Non-GAAP) For the Year Ended December 31, 2020 (in thousands, except earnings per share)GrossProfitOperatingExpensesOperatingIncomeIncomeBeforeTaxesTaxes onIncomeIncomefromContinuing OperationsDiluted Earnings per Share from Continuing OperationsAs Reported (GAAP)$ 196,459$ 147,523 $ 40,988$ 30,067$ 5,267$ 24,800$ 0.75Items Affecting Comparability: Restructuring Charges(1) 2,021 (5,950) 12,133 11,279 3,297 7,982 0.24Divestiture Related Expenses(2) — — 3,786 3,772 2,212 1,560 0.05Credit Facility Fees(3) — — — 688 150 538 0.01As Adjusted (Non-GAAP)$ 198,480$ 141,573 $ 56,907$ 45,806$ 10,926$ 34,880$ 1.05 (1) Includes the following non-GAAP adjustments: (i) pre-tax restructuring charges for cost of revenues of $2,021 primarily related to inventory write offs; (ii) pre-tax restructuring charges for operating expenses of $5,950 primarily related to wind-down expenses, fixed asset disposals and other restructuring-related charges; (iii) pre-tax restructuring and related charges of $4,162 related to employee severance, extension of benefits, employment assistance programs and early contract termination costs; and (iv) other income of $854 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 charges of $172 related to the impairment of held for sale assets (parcels of land located near the Company’s corporate headquarters, net of recoveries of previously reserved customer receivables in our held for sale operations); and (ii) pre-tax charges of $3,614 incurred primarily in connection with the Company’s planned divestiture of its held for sale operations. (3) Includes pre-tax non-GAAP adjustments of $688 related to certain out-of-pocket expenses and acceleration of certain unamortized fees associated with amending the Company’s credit facility. For the Year Ended December 31, 2019 (in thousands, except earnings per share)GrossProfitOperatingExpensesOperatingIncomeIncome (Loss)BeforeTaxesTaxes onIncome (Loss)Income (Loss)fromContinuing OperationsDiluted Earnings (Loss) per Share from Continuing OperationsAs Reported (GAAP)$ 205,001$ 168,778 $ 1,233$ (19,980)$ 4,010$ (23,990)$ (0.82)Items Affecting Comparability: Restructuring Charges(1) 2,338 (9,924) 20,450 30,680 2,219 28,461 0.91 Divestiture Related Expenses(2) — — 26,802 26,802 702 26,100 0.83 Warranty Accrual(3) 4,429 — 4,429 4,429 1,169 3,260 0.10 Tax Cuts and Jobs Act(4) — (63) 63 63 17 46 — As Adjusted (Non-GAAP)$ 211,768$ 158,791 $ 52,977$ 41,994 $ 8,117$ 33,877 $ 1.02 (1) Includes the following non-GAAP adjustments: (i) pre-tax restructuring charges for cost of revenues of $2,338 primarily related to inventory write offs; (ii) pre-tax restructuring charges for operating expenses of $9,924 primarily related to wind-down expenses, fixed asset disposals and other restructuring-related charges; (iii) pre-tax restructuring and related charges of $8,188 related to employee severance, extension of net benefits, employment assistance programs and early lease and contract termination costs; (iv) pre-tax restructuring charges for other expense of $10,230 related to the release of cumulative currency translation adjustments and losses on disposal of certain restructured operations. (2) Includes the following non-GAAP adjustments: (i) pre-tax charges of $23,427 related to the impairment of held for sale assets (CIPP operations in Australia, Spain and the Netherlands, Corrpower, United Mexico and parcels of land located near the Company’s corporate headquarters); and (ii) pre-tax charges of $3,375 incurred primarily in connection with the Company’s divestitures of its held for sale operations. (3) Includes non-GAAP adjustments for estimated project remediation charges related to a cured-in-place pipe project in the North American operations of Infrastructure Solutions. (4) Includes non-GAAP adjustments related to professional fees resulting from the Tax Cuts and Jobs Act. Selected Segment Financial Highlights(in thousands) Quarter Ended December 31, 2020Quarter Ended December 31, 2019 As Reported (GAAP) Adjustments (1) As Adjusted (Non-GAAP)As Reported (GAAP) Adjustments (2) As Adjusted (Non-GAAP)Revenues: Infrastructure Solutions$ 142,833 $ — $ 142,833 $ 147,728 $ — $ 147,728 Corrosion Protection 62,648 — 62,648 77,094 — 77,094 Total Revenues$ 205,481 $ — $ 205,481 $ 224,822 $ — $ 224,822 Gross Profit: Infrastructure Solutions$ 35,818 $ — $ 35,818 $ 39,048 $ 591 $ 39,639 Gross Profit Margin 25.1% 25.1% 26.4% 26.8%Corrosion Protection 15,786 (53) 15,733 14,130 1,310 15,440 Gross Profit Margin 25.2% 25.1% 18.3% 20.0%Total Gross Profit$ 51,604 $ (53) $ 51,551 $ 53,178 $ 1,901 $ 55,079 Gross Profit Margin 25.1% 25.1% 23.7% 24.5% Operating Income (Loss): Infrastructure Solutions$ 20,042 $ (617) $ 19,425 $ 8,868 $ 11,564 $ 20,432 Operating Margin 14.0% 13.6% 6.0% 13.8%Corrosion Protection 972 1,905 2,877 (2,374) 3,386 1,012 Operating Margin 1.6% 4.6% (3.1)% 1.3%Corporate (8,147) 3,050 (5,097) (12,116) 6,249 (5,867)Operating Margin (4.0)% (2.5)% (5.4)% (2.6)%Total Operating Income (Loss)$ 12,867 $ 4,338 $ 17,205 $ (5,622) $ 21,199 $ 15,577 Operating Margin 6.3% 8.4% (2.5)% 6.9% _________________________________ (1) Includes non-GAAP adjustments related to: Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, fixed asset disposals and other restructuring charges; (ii) acquisition and divestiture expenses; and (iii) recoveries of previously reserved customer receivables in our held for sale operations.Corrosion Protection - pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs and other restructuring charges.Corporate - (i) pre-tax restructuring charges primarily associated with severance and benefit related costs, legal expenses and other restructuring charges; (ii) divestiture expenses related to held for sale entities; and (iii) impairment of assets held for sale. (2) Includes non-GAAP adjustments related to: Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, fixed asset disposals and other restructuring charges; (ii) acquisition and divestiture expenses; and (iii) impairment of assets held for sale.Corrosion Protection - (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, inventory write offs and other restructuring charges; (ii) acquisition and divestiture expenses; and (iii) impairment of assets held for sale.Corporate - (i) pre-tax restructuring charges primarily associated with severance and benefit related costs, legal expenses and other restructuring charges; (ii) divestiture expenses related to held for sale entities; and (iii) impairment of assets held for sale. Selected Segment Financial Highlights(in thousands) Year Ended December 31, 2020Year Ended December 31, 2019 As Reported (GAAP) Adjustments (1) As Adjusted (Non-GAAP)As Reported (GAAP) Adjustments (2) As Adjusted (Non-GAAP)Revenues: Infrastructure Solutions$ 562,571 $ — $ 562,571 $ 590,797 $ — $ 590,797 Corrosion Protection 245,193 — 245,193 295,090 — 295,090 Total Revenues$ 807,764 $ — $ 807,764 $ 885,887 $ — $ 885,887 Gross Profit: Infrastructure Solutions$ 144,213 $ 69 $ 144,282 $ 144,074 $ 4,898 $ 148,972 Gross Profit Margin 25.6% 25.6% 24.4% 25.2%Corrosion Protection 52,246 1,952 54,198 60,927 1,869 62,796 Gross Profit Margin 21.3% 22.1% 20.6% 21.3%Total Gross Profit$ 196,459 $ 2,021 $ 198,480 $ 205,001 $ 6,767 $ 211,768 Gross Profit Margin 24.3% 24.6% 23.1% 23.9% Operating Income (Loss): Infrastructure Solutions$ 78,098 $ (748) $ 77,350 $ 42,079 $ 30,647 $ 72,726 Operating Margin 13.9% 13.7% 7.1% 12.3%Corrosion Protection (6,133) 9,543 3,410 (5,635) 10,754 5,119 Operating Margin (2.5)% 1.4% (1.9)% 1.7%Corporate (30,977) 7,124 (23,853) (35,211) 10,343 (24,868)Operating Margin (3.8)% (3.0)% (4.0)% (2.8)%Total Operating Income$ 40,988 $ 15,919 $ 56,907 $ 1,233 $ 51,744 $ 52,977 Operating Margin 5.1% 7.0% 0.1% 6.0% _________________________________ (1) Includes non-GAAP adjustments related to: Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, fixed asset disposals and other restructuring charges; (ii) acquisition and divestiture expenses; and (iii) recoveries of previously reserved customer receivables in our held for sale operations.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, legal expenses and other restructuring charges; (ii) divestiture expenses related to held for sale entities; and (iii) impairment of assets held for sale. (2) Includes non-GAAP adjustments related to: Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, fixed asset disposals and other restructuring charges; (ii) acquisition and divestiture expenses; (iii) project warranty accrual; and (iv) impairment of assets held for sale.Corrosion Protection - (i) pre-tax restructuring charges associated with severance and benefit related costs, early contract termination costs, inventory write offs and other restructuring charges; (ii) acquisition and divestiture expenses; and (iii) impairment of assets held for sale.Corporate - (i) pre-tax restructuring charges primarily associated with severance and benefit related costs, legal expenses and other restructuring charges; (ii) divestiture expenses related to held for sale entities; and (iii) impairment of assets held for sale. 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, 2019, 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. Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between Merger Sub and the Company. In connection with the proposed transaction, the Company plans to file a proxy statement with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC’s website at www.sec.gov. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting the Company’s Investor Relations at kcason@aegion.com or 1.800.325.1159. Participants in SolicitationThe Company and its directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its proxy statement filed with the SEC on March 6, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above. 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 and years ended December 31, 2020 and 2019 exclude charges related to the Company’s restructuring activities, acquisition and divestiture-related expenses, impairment of assets held for sale, project warranty accruals, credit facility amendment fees and impacts related to the Tax Cuts and Jobs Act. 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 Cason Senior Vice President, Strategy and Communications 636-530-8000 kcason@aegion.com
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