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EX-99 - EXHIBIT 99.2 - Aegion Corpaegn20130228_8kex99-2.htm

 

Exhibit 99.1

 

AEGION REPORTS FULL YEAR NON-GAAP RESULTS OF $1.40 PER SHARE, A 50 PERCENT INCREASE OVER FULL YEAR 2011

 

The Company also announces 2013 earnings per share outlook of $1.60-$1.80

 

 

Energy and Mining increased 2012 operating income by 49.0 percent to $57.3 million with operating margins of 10.9 percent, excluding acquisition-related expenses and restructuring charges in 2011 (non-GAAP)

 

 

North American Water and Wastewater grew 2012 operating income 204.2 percent to $22.1 million with operating margins of 7.0 percent, excluding restructuring charges in 2011 (non-GAAP)

 

 

Commercial and Structural contributed $11.4 million in 2012 operating income with operating margins of 15.3 percent, excluding acquisition-related expenses in 2012 and 2011 (non-GAAP)

 

 

Record backlog of $536.1 million at December 31, 2012

 

 

Cash flow from operations in 2012 reached a record $110.7 million on significant earnings growth and improvements in working capital management

 

St. Louis, MO – February 25, 2012 – Aegion Corporation (Nasdaq Global Select Market: AEGN) today reported fourth quarter 2012 net income of $15.2 million, or $0.39 per diluted share (non-GAAP), excluding $0.5 million in pre-tax acquisition-related expenses, compared to net income of $15.2 million, or $0.38 per diluted share (non-GAAP), in the fourth quarter of 2011, excluding $0.6 million in pre-tax acquisition-related expenses. For 2012, net income was $55.4 million, or $1.40 per diluted share (non-GAAP), excluding $3.1 million in pre-tax acquisition-related expenses. Inclusive of these acquisition-related expenses, reported net income was $52.7 million, or $1.33 per diluted share.

 

J. Joseph Burgess, Aegion’s President and Chief Executive Officer, commented, “2012 was a transformative year for Aegion. We completed a full year of operations across all three operating platforms and, for the first time, our consolidated revenues surpassed $1 billion. We also drove record operating cash flow performance in the business in 2012. As we chart our course for 2013, the momentum we gained in 2012 in our Energy and Mining, Commercial and Structural and North American Water and Wastewater operations creates the foundation for significant earnings growth in 2013.”

 

 
1

 

 

“The breadth and importance of the technologies and services we offer is best reflected in a record backlog of $536.1 million at December 31, 2012, and a solid bid table across our three operating platforms. In 2013, we expect our Energy and Mining platform to increase operating margins to 11 percent to 12 percent from a combination of revenue growth and a focus on expanding margins in our Corrpro pipeline integrity business and Bayou operations and the start of CRTS’s offshore project for Wasit in Saudi Arabia. We anticipate our Commercial and Structural platform will continue to expand in 2013 through our continued investments in key end markets in North America, Asia and Latin America. We expect revenues to increase by approximately 30 percent, year-over-year, with operating margins in the mid-to-high teens. North America Water and Wastewater turned the corner in 2012, transforming to compete effectively in a challenging, but modestly improving, municipal wastewater market. For 2013, we plan to improve our project management execution to incrementally expand gross margins currently in the low 20 percent range, and deliver operating margins in the range of high-single digits. We have a much improved backlog in North America entering 2013, giving us confidence of modest revenue growth. Finally, we made the necessary operational changes in 2012 so our international cured-in-place operations in Europe and Asia-Pacific can achieve significantly improved profitability in 2013.”   

 

“Our base businesses provide a strong foundation from which we expect to achieve 2013 diluted earnings per share in the range of $1.60-$1.80, return on invested capital in the range of 9 percent to 10 percent, and cash from operating activities of more than $100 million.”

 

Consolidated Highlights

 

For the fourth quarter of 2012, revenues increased $17.9 million, or 7.0 percent, compared to the prior year quarter, primarily due to 13.0 percent growth in our Energy and Mining segment, partially offset by 3.3 percent lower revenues in our global Water and Wastewater platforms. Additionally, the fourth quarter of 2012 included $4.4 million of revenues from our 2012 acquisitions of Fyfe Asia and Fyfe Latin America.

 

For the quarter, gross profit increased 2.7 percent, or $1.7 million, to $65.2 million compared to the prior year quarter, led by our Commercial and Structural segment, which increased gross profit by $3.9 million, or 58.3 percent. Our North American Water and Wastewater platform increased gross profit by 8.5 percent, or $1.3 million, because of improved project execution and from our enhanced project management focus. Consolidated gross margins were 23.7 percent for the quarter, a 100 basis point decrease compared to the fourth quarter of 2011. This decline in gross margins was a result of continued disappointing results from our Asia-Pacific Water and Wastewater segment, particularly Singapore, and lower gross profit and margins in our Energy and Mining platform from the mix of work associated with United Pipeline Systems’ Morocco project in 2012, lack of high margin coating projects completed last year and the shift of the originally anticipated CRTS/Wasit project into 2013.

 

 
2

 

 

Operating expenses increased $2.9 million, or 7.1 percent, for the fourth quarter of 2012 compared to the fourth quarter of 2011, due principally to the $2.9 million increase in operating expenses (including purchase price depreciation and amortization) associated with our Commercial and Structural platform. We are making investments to more fully develop several key end markets through the addition of engineering and business development personnel and by expanding into new regions within the U.S. and parts of Asia and Latin America. Expenses increased slightly in our Energy and Mining segment to support our pursuit of international growth opportunities. Offsetting the increases was a slight decrease in our North American and Asia-Pacific Water and Wastewater segments, primarily from the restructuring and cost reduction efforts taken in 2011 and our continued focus on achieving cost efficiencies throughout the Company.

 

Operating income in the fourth quarter of 2012 increased 8.6 percent to $24.2 million from $22.3 million in the fourth quarter of 2011, excluding acquisition-related expenses and restructuring charges in the prior year (non-GAAP). North American Water and Wastewater operating income grew 36.0 percent to $5.7 million. Energy and Mining and Commercial and Structural operating income increased $1.2 million to $15.7 million and $1.9 million to $4.2 million, respectively. These increases were partially offset by a $1.5 million decrease in operating income in our European Water and Wastewater segment because of weak market conditions and project delays in several contracting markets in Europe. Costs associated with completing older projects in Singapore, along with delays in project releases in Australia, resulted in a $2.3 million operating loss for our Asia-Pacific Water and Wastewater segment, excluding acquisition-related expenses (non-GAAP). Consolidated operating margins, excluding acquisition-related expenses, remained essentially the same in the fourth quarter of 2012 compared to the fourth quarter of 2011 as challenges in Europe and Asia-Pacific were offset by stronger performance in our United Pipeline Systems and Fyfe North America operations, improved margins in our North American Water and Wastewater segment and leverage on our operating cost structure from revenue growth.

 

Revenues increased $89.4 million, or 9.5 percent, to $1.03 billion in 2012 compared to 2011. Strong performance from our Energy and Mining segment and a significant contribution from our Commercial and Structural segment accounted for record revenues. Gross profit, year-over-year, increased 19.7 percent to $243.1 million with a 200 basis point gross margin expansion to 23.6 percent. Operating expenses increased by 12.6 percent as a result of our 2011 and 2012 acquisitions and our continued investment for future growth initiatives, primarily in our Energy and Mining and Commercial and Structural segments, partially offset by lower operating expenses in our Water and Wastewater platform. For the year ended December 31, 2012 compared to the prior year, operating income, excluding acquisition-related expenses and restructuring charges, increased 55 percent to $82.2 million and operating margins expanded by 230 basis points to 8.0 percent (non-GAAP).

 

Cash Flow For 2012

 

Net cash flow from operations for 2012 was a record $110.7 million, or 194.8 percent of net income, as compared to only $22.9 million in 2011. The increase in operating cash flow was primarily related to higher earnings and significantly improved working capital management. The largest contributor to the increase in cash from operations was the impact of strong collections of receivables, primarily in our North American Water and Wastewater segment and certain portions of our Energy and Mining business.

 

 
3

 

 
Net cash flow from investing activities in 2012 was an $83.4 million use of cash as a result of our acquisitions of Fyfe Asia (for a net purchase price of $38.8 million) and Fyfe Latin America (for a net purchase price of $3.0 million), along with $45.9 million in capital expenditures in 2012 compared to $21.6 million in 2011. The 2012 increase in capital expenditures was directly related to our funding for an insulation coating plant in partnership with Wasco Energy at our facility in New Iberia, Louisiana and expansion of our Canadian coating operation, which projects were substantially completed in the fourth quarter of 2012. We spent a total of $23.6 million on these two projects in 2012, which was partially funded by our joint venture partners.


Cash flows from financing activities used $0.2 million of cash during 2012, as a result of our repurchase of $12.3 million of our common stock in open market repurchases and in connection with our equity programs. During 2012, we also made payments of $25.0 million on our term loan in accordance with the terms of our credit facility. Partially offsetting these uses of cash, we borrowed $26.0 million on our line of credit for a portion of the funding for the Fyfe Asia acquisition in April 2012 and for certain working capital needs. Further offsetting the uses of cash was our receipt of $7.2 million in proceeds on notes payable, primarily in connection with funding for capital expenditures for the insulation coating plant in partnership with Wasco Energy and our Canadian coating plant in partnership with Perma Pipe.

Net cash flow for 2012 was an inflow of $27.5 million.

 

Consolidated Backlog

 

AEGION CORPORATION AND SUBSIDIARIES 

CONTRACT BACKLOG

(Unaudited in millions)

 

 

December 31,

2012

September 30,

2012

December 31,

2011

Energy and Mining

  $ 243.8   $ 250.7   $ 256.4

North American Water and Wastewater

    185.0     167.3     130.0

European Water and Wastewater

    23.9     25.7     20.7

Asia-Pacific Water and Wastewater

    32.7     29.9     37.5

Commercial and Structural(1)

    50.8     46.7     19.6

Total

  $ 536.2   $ 520.3   $ 464.2

____________

 

 

(1)

December 31, 2012 and September 30, 2012 include backlog from our January 2012 and April 2012 acquisitions of Fyfe Latin America and Fyfe Asia, respectively.

 

Our Energy and Mining segment contract backlog at December 31, 2012 was $243.8 million, which represented a $12.6 million, or 4.9 percent, decrease compared to December 31, 2011. This slight decline at December 31, 2012 was a result of our completion of approximately $46 million of United Pipeline Systems’ project in Morocco, the largest project in such company’s history. Partially offsetting the decrease was backlog growth in United Pipeline Systems because of expansion in the Middle East and increased backlog levels in our Corrpro operations on a global basis. We continue to believe healthy commodity prices coupled with ever increasing demand for maintenance spending in the sector, more significant opportunities in offshore pipeline development, particularly in the Gulf of Mexico, and continued growth in our businesses situated in the key infrastructure spend areas of North America, the Middle East and South America, will provide us significant growth opportunities.

 

 
4

 

 

Contract backlog in our North American Water and Wastewater segment at December 31, 2012 represented a $55.0 million, or 42.3 percent, increase from backlog at December 31, 2011. The increase in backlog comes from domestic growth, specifically the Eastern region of the United States, which experienced improved market conditions from increased bidding activity in 2012. We anticipate modest revenue growth in the North American Water and Wastewater market in 2013 from more stabilized municipal spending for pipeline rehabilitation projects.

 

Contract backlog in our European Water and Wastewater segment was $23.9 million at December 31, 2012, a $3.2 million, or 15.5 percent, increase compared to December 31, 2011, because of increased bidding opportunities in 2012 the United Kingdom.

 

Contract backlog in our Asia-Pacific Water and Wastewater segment was $32.7 million at December 31, 2012, a decrease of $4.8 million, or 12.8 percent, compared to December 31, 2011, primarily due to the lack of large project awards in Sydney and successful project completions in Hong Kong in 2012. Partially offsetting these decreases were project awards totaling $9.3 million in Malaysia, which projects commenced in the fourth quarter of 2012. The December 2012 contract backlog is also inclusive of the recent project awards in Brisbane, Australia totaling $8.9 million. We expect increase in Asian backlog in the coming quarters from the continued growth of the Australian market from bids outside of Sydney and select opportunities in other parts of Asia.

 

Backlog at December 31, 2012 for our Commercial and Structural segment was $50.8 million compared to $19.6 million at December 31, 2011. The increase in backlog was primarily the result of our acquisitions of Fyfe Latin American and Fyfe Asia in 2012 and Fyfe Asia’s large project awards in Hong Kong in the second half of 2012. Project quoting activity continues to be strong globally and, as our investments in business development and focused engineering resources continue, we believe our prospects are significant in a number of key markets in the sector, most notably pipelines and building infrastructure.

 

 
5

 

 

Segment Reporting

 

Energy and Mining

 

 

Quarters Ended December 31,

 

Increase (Decrease)

 
 

2012

2011

  $  

%

Revenues

  $ 139,452   $ 123,359   $ 16,093     13.0%

Gross profit

    33,331     34,446     (1,115 )     (3.2 )

Gross profit margin

    23.9%     27.9%

n/a

(400

) bp

Operating expenses

    20,379     19,928     451     2.3

Reversal of earnout

    (2,762 )         (2,762 )

n/m

Operating income

    15,714     14,518     1,196     8.2

Operating margin

    11.3%     11.8%

n/a

(50

) bp

 

 

Years Ended December 31,

 

Increase (Decrease)

 
 

2012

2011

  $  

%

Revenues

  $ 525,107   $ 433,230   $ 91,877     21.2%

Gross profit

    126,960     109,753     17,207     15.7

Gross profit margin

    24.2%     25.3%

n/a

(110

) bp

Operating expenses

    79,301     72,982     6,319     8.7

Reversal of earnout

    (9,654 )     (1,700 )     (7,954 )     (467.9 )

Acquisition-related expenses

        2,682     (2,682 )

n/m

Restructuring charges

        778     (778 )

n/m

Operating income

    57,313     35,011     22,302     63.7

Operating margin

    10.9%     8.1%

n/a

280

bp
  

In the fourth quarter of 2012, our Energy and Mining operating income increased to $15.7 million compared to $14.5 million for the fourth quarter of 2011. Revenue increased throughout the platform while gross margins were down from the prior year quarter, because of lower margins associated with the United Pipeline Systems’ project in Morocco. We experienced exceptional performance in the fourth quarter of 2011, primarily driven by completion of several high margin projects in our Bayou coating and CRTS operations, which did not reoccur in the fourth quarter of 2012. Our cathodic protection business experienced both improved revenue and gross margin from continued migration into higher profit engineering and other high value services. While our industrial linings business performed very well in the quarter, gross margins were down slightly as a higher percentage of revenues came from lower margin international projects that include more general contracting tasks. During the fourth quarter of 2012, our Canadian coating operation’s second line became operational, which led to a record revenue month in December.

 

Operating expenses decreased as a percentage of revenue from 16.2 percent in 2011 to 14.6 percent in 2012 due to operating leverage achieved across the platform, particularly in our cathodic protection business. During the fourth quarter of 2012, we reversed $2.3 million and $0.5 million of the contractual earnouts related to CRTS and Hockway, respectively, based on our normal, quarterly review of contingent liabilities. The decrease in the CRTS earnout came from the completion of the planning process where we assessed each company’s current project timing and the short term prospects, particularly the timing of the Wasit project. The Hockway earnout was reduced as a result of our slower than anticipated penetration into the corrosion protection market in Iraq during 2012.

 

 
6

 

 

Our $243.8 million Energy and Mining backlog entering 2013 and robust bidding opportunities support the outlook for growing revenues and expanding gross and operating margins despite the expected completion of the remaining portion of United Pipeline Systems’ project in Morocco. The end markets we currently serve with our technologies and services remain robust. Continued capital expenditures for new pipelines and the need to protect existing pipelines in North America provide growth opportunities for Corrpro’s corrosion engineering services (primarily in North America and the Middle East), our TiteLiner® technology (worldwide) and Bayou’s coating services (primarily in the Canadian Oil Sands, offshore projects in the Gulf of Mexico and onshore projects in the North American natural gas shales). Fuller opportunities exist for expanding the use of our proprietary technologies, including our CRTS robotics technology for offshore pipelines, in new markets, specifically, the Middle East, North Africa, South America and Asia. In 2013, CRTS plans to complete the majority of the $28 million Wasit project in Saudi Arabia.

 

North American Water and Wastewater

 

 

Quarters Ended December 31,

 

Increase (Decrease)

 
 

2012

2011

  $  

%

Revenues

  $ 85,691   $ 90,901   $ (5,210 )     (5.7 )%

Gross profit

    16,444     15,151     1,293     8.5

Gross profit margin

    19.2%     16.7%

n/a

250

bp

Operating expenses

    10,749     10,965     (216 )     (2.0 )

Operating income

    5,695     4,186     1,509     36.0

Operating margin

    6.6%     4.6%

n/a

200

bp

 

 

Years Ended December 31,

 

Increase (Decrease)

 
 

2012

2011

  $  

%

Revenues

  $ 317,338   $ 357,507   $ (40,169 )     (11.2 )%

Gross profit

    65,294     55,443     9,851     17.8

Gross profit margin

    20.6%     15.5%

n/a

510

bp

Operating expenses

    43,237     48,191     (4,954 )     (10.3 )

Restructuring charges

        503     (503 )

n/m

Operating income

    22,057     6,749     15,308     226.8

Operating margin

    7.0%     1.9%

n/a

510

bp
 

In the fourth quarter of 2012, North American Water and Wastewater operating income increased by $1.5 million, or 36.0 percent, compared to the prior year quarter. Our North American Water and Wastewater segment continued its successful re-formation with improved gross and operating margins because of improved performance domestically. These margin improvements were achieved despite a 5.7 percent revenue decline. Our primary focus remains to expand gross and operating margins through maximizing crew utilization, maintaining strict bidding discipline and increasing higher margin third party tube sales. As a result of actions taken in 2011 and 2012, gross margins improved 250 basis points for the quarter and 510 basis points for the year.

 

We remain committed to delivering strong execution in the context of a challenging, but stabilized, water and wastewater market in the United States. With improved contract backlog entering 2013, we anticipate modest top line growth and continued operating margin expansion in this business.

 

 
7

 

 

European Water and Wastewater

 

 

Quarters Ended December 31,

 

Increase (Decrease)

 
 

2012

2011

  $  

%

Revenues

  $ 20,191   $ 20,472   $ (281 )     (1.4 )%

Gross profit

    4,907     6,304     (1,397 )     (22.2 )

Gross profit margin

    24.3%     30.8%

n/a

(650)

bp

Operating expenses

    4,030     3,888     142     3.7

Operating income

    877     2,416     (1,539 )     (63.7 )

Operating margin

    4.3%     11.8%

n/a

(750

) bp

 

 

Years Ended December 31,

 

Increase (Decrease)

 
 

2012

2011

  $  

%

Revenues

  $ 72,534   $ 87,017   $ (14,483 )     (16.6 )%

Gross profit

    17,065     22,837     (5,772 )     (25.3 )

Gross profit margin

    23.5%     26.2%

n/a

(270)

bp

Operating expenses

    14,948     16,140     (1,192 )     (7.4 )

Restructuring charges

        697     (697 )

n/m

Operating income

    2,117     6,000     (3,883 )     (64.7 )

Operating margin

    2.9%     6.9%

n/a

(400

) bp
  

In the fourth quarter of 2012, our European Water and Wastewater business operating income declined approximately $1.5 million, or 63.7 percent, compared to the fourth quarter of 2011. The decline in this segment was primarily related to continued depressed economic conditions throughout most of Europe.

 

We experienced weak market conditions throughout Europe during 2012 and we expect these market conditions to persist into 2013. However, we anticipate improved performance from our European operations in 2013 due to an expanded backlog position along with increased third party tube sales from our efforts to expand our product sales with new licensees and other customers throughout Europe.

 

Asia-Pacific Water and Wastewater

 

 

Quarters Ended December 31,

 

Increase (Decrease)

 
 

2012

2011

  $  

%

Revenues

  $ 10,132   $ 8,614   $ 1,518     17.6%

Gross profit (loss)

    (185 )     802     (987 )     (123.1 )

Gross profit margin

    (1.8 )%     9.3%

n/a

(1110

) bp

Operating expenses

    2,091     2,449     (358 )     (14.6 )

Acquisition-related expenses

    442         442

n/m

Operating loss

    (2,718 )     (1,647 )     (1,071 )     (65.0 )

Operating margin

    (26.8 )%     (19.1 )%

n/a

(770

) bp
 

 
8

 

 

 

Years Ended December 31,

 

Increase (Decrease)

 
 

2012

2011

  $  

%

Revenues

  $ 38,501   $ 43,717   $ (5,216 )     (11.9 )%

Gross profit (loss)

    (2,740 )     6,772     (9,512 )     (140.5 )

Gross profit margin

    (7.1 )%     15.5%

n/a

(2260

) bp

Operating expenses

    7,874     9,111     (1,237 )     (13.6 )

Acquisition-related expenses

    887         887

n/m

Restructuring charges

        173     (173 )

n/m

Operating income (loss)

    (11,501 )     (2,512 )     (8,989 )     (357.8 )

Operating margin

    (29.9 )%     (5.7 )%

n/a

(2420

) bp
  

In the fourth quarter of 2012, our Asia-Pacific Water and Wastewater business reported an operating loss, excluding acquisition-related expenses, of $2.3 million (non-GAAP), primarily from higher costs associated with closing out three loss producing projects in Singapore. We are in the final inspection phase for two of the projects and nearing completion for the third. In the fourth quarter, we incurred significantly more costs associated with dig and replace work and costs to rehabilitate remaining lines with non-CIPP technologies associated with the final project. In Australia, the lack of project activity in Sydney coupled with increased costs to setup operations in new markets led to an operating loss for the quarter. However, we have recently secured $8.9 million in project awards in Brisbane and have positioned crew resources locally, which should favorably impact the operation’s results in 2013. Operating expenses declined during the quarter as a result of cost containment efforts throughout the region in response to decreased activity in 2012.

 

With the significant project issues in Singapore coming to a close, a more stable operating situation in Australia at the beginning of 2013 and profitable projects being performed in Malaysia, we anticipate this segment will see a significant rebound in 2013.

 

Commercial and Structural

 

 

Quarters Ended December 31,

 

Increase (Decrease)

 
 

2012

2011

  $  

%

Revenues

  $ 19,217   $ 13,449   $ 5,768     42.9%

Gross profit

    10,727     6,778     3,949     58.3

Gross profit margin

    55.8%     50.4%

n/a

540

bp

Operating expenses

    6,854     3,933     2,921     74.3

Reversal of earnout

    (365 )         (365 )

n/m

Acquisition-related expenses

    88     608     (520 )     (85.5 )

Operating income

    4,150     2,237     1,913     85.5

Operating margin

    21.6%     16.6%

n/a

500

bp

 

 

Years Ended December 31,

 

Increase (Decrease)

 
 

2012

2011

  $  

%

Revenues

  $ 74,483   $ 17,114   $ 57,369     335.2%

Gross profit

    36,530     8,319     28,211     339.1

Gross profit margin

    49.0%     48.6%

n/a

40

bp

Operating expenses

    25,522     5,340     20,182     377.9

Reversal of earnout

    (365 )         (365 )

n/m

Acquisition-related expenses

    2,237     3,690     (1,453 )     (39.4 )

Operating income (loss)

    9,136     (711 )     9,847     1,385.0

Operating margin

    12.3%     (4.2 )%

n/a

1650

bp

 

 
9

 

  

We established our Commercial and Structural reporting segment in connection with our August 2011 acquisition of Fyfe North America and expanded this segment with our January 2012 acquisition of Fyfe Latin America and April 2012 acquisition of Fyfe Asia.

 

In the fourth quarter of 2012, the Fyfe businesses performed in-line with our expectations, with strong gross margins of 55.8 percent and operating income of $4.2 million. Fyfe North America’s performance improved $1.5 million, or 52.0 percent, from the fourth quarter of 2011, due to strong activity in pipeline, transportation and buildings markets. Fyfe Latin America contributed $0.3 million in revenues and broke even at the operating income level, while Fyfe Asia contributed $4.1 million in revenues and $0.5 million in operating profit during the quarter, excluding acquisition-related expenses (non-GAAP), which was lower than expected because of a delay in the startup of certain projects. However, project bidding activity was strong during the quarter and we secured $21.4 million in additional projects in Hong Kong during the second half of 2012, which we anticipate will lead to more significant profit contributions in 2013.

 

Operating expenses for the quarter and year ended December 31, 2012 increased $2.9 million and $20.2 million, respectively, compared to the prior year periods, largely from the full inclusion of Fyfe’s North America, Asia and Latin America operations for the 2012 periods. In addition, operating expenses were higher because of our strategic initiatives to develop key end markets supporting the growth plan for the Commercial and Structural platform.

 

We believe the Fyfe businesses will significantly accelerate the pace of growth they experienced over the last few years as we integrate all three businesses with our global distribution network, increase our investment in business development, and invest in product innovation to exploit further growth opportunities across several key vertical end markets. We anticipate that the Commercial and Structural segment will provide strong contributions to earnings in 2013.

 

Aegion Corporation is a global leader in infrastructure protection, providing proprietary technologies and services to protect against the corrosion of industrial pipelines and for the rehabilitation and strengthening of water, wastewater, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures. More information about Aegion can be found on our internet site at www.aegion.com.

 

Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. We make forward-looking statements in this news release that represent our beliefs or expectations about future events or financial performance. These forward-looking statements are based on information currently available to us and on management’s beliefs, assumptions, estimates or projections and are not guarantees of future events or results. When used in this document, the words “anticipate,” “estimate,” “believe,” “plan,” “intend, “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 28, 2012. In light of these risks, uncertainties and assumptions, the forward-looking events may not occur. In addition, our actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, we do not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by us from time to time in our periodic filings with the Securities and Exchange Commission. Please use caution and do not place reliance on forward-looking statements. All forward-looking statements made by us in this news release are qualified by these cautionary statements.

 

 
10

 

 

Regulation G Statement


We have presented certain information in this release excluding certain items that impacted income, expense and earnings per share. The (non-GAAP) earnings per share exclude the earnings impact of acquisition-related expenses, restructuring charges and debt redemption costs. Aegion management uses such non-GAAP information internally to evaluate financial performance for our operations, as we believe it allows us to more accurately compare our ongoing performance across periods.

 

Aegion™, the Aegion® logo, Insituform®, the Insituform® logo, United Pipeline Systems®, Tite Liner®, Bayou Companies®, Corrpro®, CRTS™, Fibrwrap® and Fyfe™ are the registered and unregistered trademarks of Aegion Corporation and its affiliates.

 

 

CONTACT:          Aegion Corporation

David A. Martin, Senior Vice President and Chief Financial Officer

(636) 530-8000  

 

 
11

 

 

AEGION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share information)

 

 

For the Quarters Ended

   

For the Years Ended

 
 

December 31,

   

December 31,

 
 

2012

2011

 

2012

2011

                                   

Revenues

  $ 274,683   $ 256,795     $ 1,027,963   $ 938,585

Cost of revenues

    209,459     193,314     $ 784,854     735,461

Gross profit

    65,224     63,481       243,109     203,124

Operating expenses

    44,103     41,163       170,882     151,764

Earnout reversal

    (3,127 )           (10,019 )     (1,700 )

Acquisition-related expenses

    530     608       3,124     6,372

Restructuring charges

                  2,151

Operating income

    23,718     21,710       79,122     44,537

Other income (expense):

                                 

Interest expense

    (2,507 )     (2,248 )       (10,208 )     (15,075 )

Interest income

    275     148       506     347

Other

    (199 )     942       (1,457 )     1,955

Total other expense

    (2,431 )     (1,158 )       (11,159 )     (12,773 )

Income before taxes on income

    21,287     20,552       67,963     31,764

Tax expense on income

    6,231     5,538       17,473     7,565

Income before equity in earnings of affiliated companies

    15,056     15,014       50,490     24,199

Equity in earnings of affiliated companies

    1,971     940       6,359     3,471

Net income

    17,027     15,954       56,849     27,670

Non-controlling interests

    (2,132 )     (1,202 )       (4,188 )     (1,123 )

Net income attributable to Aegion Corporation

  $ 14,895   $ 14,752

 

  $ 52,661   $ 26,547
                                   

Earnings per share attributable to Aegion Corporation:

                                 

Basic:

  $ 0.38   $ 0.37     $ 1.34   $ 0.67

Diluted:

    0.38     0.37       1.33     0.67
                                   
                                   
                                   

Weighted average shares outstanding - Basic

    39,131,493     39,406,355       39,222,737     39,362,138

Weighted average shares outstanding - Diluted

    39,467,061     39,649,466       39,536,391     39,698,455
 

 
12

 

 

AEGION CORPORATION AND SUBSIDIARIES

STATEMENT OF OPERATIONS RECONCILIATION

For the Quarter Ended December 31, 2012

(Non-GAAP)

(in thousands, except share and per share information)

 

 

Consolidated

Results

Acquisition-related

Expenses

Results Excluding Acquisition-related Expenses

                         

Revenues

  $ 274,683   $   $ 274,683

Cost of revenues

    209,459         209,459

Gross profit

    65,224         65,224

Operating expenses

    44,633     (530 )     44,103

Earnout reversal

    (3,127 )         (3,127 )

Operating income

    23,718     530     24,248

Other income (expense):

                       

Interest expense

    (2,507 )         (2,507 )

Interest income

    275         275

Other

    (199 )         (199 )

Total other expense

    (2,431 )         (2,431 )

Income before taxes on income

    21,287     530     21,817

Tax expense on income

    6,231     187     6,418

Income before equity in earnings of affiliated companies

    15,056     343     15,399

Equity in earnings of affiliated companies

    1,971         1,971

Net income

    17,027     343     17,370

Non-controlling interests

    (2,132 )         (2,132 )

Net income attributable to Aegion Corporation

  $ 14,895   $ 343   $ 15,238
                         

Diluted earnings per share:

                       

Net income

  $ 0.38           $ 0.39
                         

Weighted average shares outstanding - Diluted

    39,467,061             39,467,061

 

 
13

 

 

AEGION CORPORATION AND SUBSIDIARIES

STATEMENT OF OPERATIONS RECONCILIATION

For the Quarter Ended December 31, 2011

(Non-GAAP)

(in thousands, except share and per share information)

 

 

Consolidated

Results

Acquisition-related

 Expenses

Results Excluding Acquisition-related Expenses

                         

Revenues

  $ 256,795   $   $ 256,795

Cost of revenues

    193,314         193,314

Gross profit

    63,481         63,481

Operating expenses

    41,771     (608 )     41,163

Earnout reversal

            -

Operating income

    21,710     608     22,318

Other income (expense):

                       

Interest expense

    (2,248 )         (2,248 )

Interest income

    148         148

Other

    942         942

Total other expense

    (1,158 )         (1,158 )

Income before taxes on income

    20,552     608     21,160

Tax expense on income

    5,538     148     5,686

Income before equity in earnings of affiliated companies

    15,014     460     15,474

Equity in earnings of affiliated companies

    940         940

Net income

    15,954     460     16,414

Non-controlling interests

    (1,202 )         (1,202 )

Net income attributable to Aegion Corporation

  $ 14,752   $ 460   $ 15,212
                         

Diluted earnings per share:

                       

Net income

  $ 0.37           $ 0.38
                         

Weighted average shares outstanding - Diluted

    39,649,466             39,649,466

 

 
14

 

 

AEGION CORPORATION AND SUBSIDIARIES

STATEMENT OF OPERATIONS RECONCILIATION

For the Year Ended December 31, 2012

(Non-GAAP)

(in thousands, except share and per share information)

 

 

Consolidated

Results

Acquisition-related

Expenses

Results Excluding

Acquisition-related Expenses

                         

Revenues

  $ 1,027,963   $   $ 1,027,963

Cost of revenues

    784,854         784,854

Gross profit

    243,109         243,109

Operating expenses

    174,006     (3,124 )     170,882

Earnout reversal

    (10,019 )         (10,019 )

Operating income

    79,122     3,124     82,246

Other income (expense):

                       

Interest expense

    (10,208 )         (10,208 )

Interest income

    506         506

Other

    (1,457 )         (1,457 )

Total other expense

    (11,159 )         (11,159 )

Income before taxes on income

    67,963     3,124     71,087

Tax expense on income

    17,473     434     17,907

Income before equity in earnings of affiliated companies

    50,490     2,690     53,180

Equity in earnings of affiliated companies

    6,359         6,359

Net income

    56,849     2,690     59,539

Non-controlling interests

    (4,188 )         (4,188 )

Net income attributable to Aegion Corporation

  $ 52,661   $ 2,690   $ 55,351
                         

Diluted earnings per share:

                       

Net income

  $ 1.33           $ 1.40

Weighted average shares outstanding - Diluted

      39,536,391

                               39,536,391

 

 
15

 

 

AEGION CORPORATION AND SUBSIDIARIES

STATEMENT OF OPERATIONS RECONCILIATION

For the Year Ended December 31, 2011

(Non-GAAP)

(in thousands, except share and per share information)

 

 

Consolidated

Results

Restructuring Charges

Acquisition-

related

Expenses

Prior Debt Redemption

Costs

Results

Excluding One-

time Items

                                         
                                         

Revenues

  $ 938,585   $   $   $   $ 938,585

Cost of revenues

    735,461                 735,461

Gross profit

    203,124                 203,124

Operating expenses

    158,587     (2,151 )     (6,372 )         150,064

Operating income

    44,537     2,151     6,372         53,060

Other income (expense):

                                       

Interest expense

    (15,075 )             6,811     (8,264 )

Interest income

    347                 347

Other

    1,955                 1,955

Total other expense

    (12,773 )             6,811     (5,962 )

Income before taxes on income

    31,764     2,151     6,372     6,811     47,098

Tax expense on income

    7,565     655     1,669     2,684     12,573

Income before equity in earnings of affiliated companies

    24,199     1,496     4,703     4,127     34,525

Equity in earnings of affiliated companies

    3,471                 3,471

Net income

    27,670     1,496     4,703     4,127     37,996

Non-controlling interests

    (1,123 )                 (1,123 )

Net income attributable to Aegion Corporation

  $ 26,547   $ 1,496   $ 4,703   $ 4,127   $ 36,873
                                         

Diluted earnings per share:

                                       

Net income

  $ 0.67                           $ 0.93
                                         

Weighted average shares outstanding - Diluted

    39,698,455                             39,698,455

 

 
16

 

 

AEGION CORPORATION AND SUBSIDIARIES 

SEGMENT DATA

(In thousands)

 

 

Quarters Ended

December 31,

 

Years Ended

December 31,

 
 

2012

2011

2012

2011

Revenues:

                               

Energy and Mining

  $ 139,452   $ 123,359   $ 525,107   $ 433,230

North American Water and Wastewater

    85,691     90,901     317,338     357,507

European Water and Wastewater

    20,191     20,472     72,534     87,017

Asia-Pacific Water and Wastewater

    10,132     8,614     38,501     43,717

Commercial and Structural

    19,217     13,449     74,483     17,114

Total Revenues

  $ 274,683   $ 256,795   $ 1,027,963   $ 938,585
                                 

Gross Profit (Loss):

                               

Energy and Mining

  $ 33,331   $ 34,446   $ 126,960   $ 109,753

North American Water and Wastewater

    16,444     15,151     65,294     55,443

European Water and Wastewater

    4,907     6,304     17,065     22,837

Asia-Pacific Water and Wastewater

    (185 )     802     (2,740 )     6,772

Commercial and Structural

    10,727     6,778     36,530     8,319

Total Gross Profit:

  $ 65,224   $ 63,481   $ 243,109   $ 203,124
                                 

Operating Income (Loss):

                               

Energy and Mining

  $ 15,714   $ 14,518   $ 57,313   $ 35,011

North American Water and Wastewater

    5,695     4,186     22,057     6,749

European Water and Wastewater

    877     2,416     2,117     6,000

Asia-Pacific Water and Wastewater

    (2,718 )     (1,647 )     (11,501 )     (2,512 )

Commercial and Structural

    4,150     2,237     9,136     (711 )

Total Operating Income:

  $ 23,718   $ 21,710   $ 79,122   $ 44,537

 

 
17

 

 

AEGION CORPORATION AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

 

December 31,

 
 

2012

2011

Assets

               

Current assets

               

Cash and cash equivalents

  $ 133,676   $ 106,129

Restricted cash

    1,574     82

Receivables, net

    237,234     228,313

Retainage

    30,172     33,933

Costs and estimated earnings in excess of billings

    70,515     67,683

Inventories

    59,509     54,540

Prepaid expenses and other current assets

    27,981     27,305

Total current assets

    560,661     517,985

Property, plant & equipment, less accumulated depreciation

    185,966     168,945

Other assets

               

Goodwill

    273,661     249,888

Identified intangible assets, less accumulated amortization

    162,278     157,021

Investments

    19,181     19,314

Deferred income tax assets

    7,989     5,418

Other assets

    8,158     6,393

Total other assets

    471,267     438,034
                 

Total Assets

  $ 1,217,894   $ 1,124,964
                 

Liabilities and Equity

               

Current liabilities

               

Accounts payable

  $ 77,949   $ 72,326

Accrued expenses

    81,240     69,417

Billings in excess of costs and estimated earnings

    31,552     24,435

Current maturities of long-term debt and line of credit

    33,775     26,541

Total current liabilities

    224,516     192,719

Long-term debt, less current maturities

    221,848     222,868

Deferred income tax liabilities

    39,790     38,167

Other non-current liabilities

    15,620     22,221

Total liabilities

    501,774     475,975

(See Commitments and Contingencies: Note 9)

               
                 

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 38,952,561 and 39,352,375, respectively

    390     394

Additional paid‑in capital

    257,209     260,680

Retained earnings

    426,457     373,796

Accumulated other comprehensive income

    15,260     5,862

Total stockholders’ equity

    699,316     640,732

Non-controlling interests

    16,804     8,257

Total equity

    716,120     648,989
                 

Total Liabilities and Equity

  $ 1,217,894   $ 1,124,964

 

 
18

 

 

AEGION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2012 and 2011

(in thousands)

 

 

2012

2011

                 

Cash flows from operating activities:

               

Net income

  $ 56,849   $ 27,670

Adjustments to reconcile to net cash provided by operating activities:

               

Depreciation and amortization

    38,117     36,039

(Gain) loss on sale of fixed assets

    (785 )     (373 )

Equity-based compensation expense

    6,767     6,491

Deferred income taxes

    (2,933 )     (2,320 )

Equity in earnings of affiliated companies

    (6,359 )     (3,471 )

Reversal of earnout

    (10,019 )     (1,700 )

(Gain) loss on foreign currency transactions

    1,049     (1,155 )

Other

    (2,272 )     573

Changes in operating assets and liabilities (net of acquisitions):

               

Restricted cash

    (1,492 )     663

Return on equity of affiliated companies

    11,034     7,018

Receivables net, retainage and costs and estimated earnings in excess of billings

    5,397     (38,310 )

Inventories

    (3,661 )     (5,992 )

Prepaid expenses and other assets

    3,338     2,045

Accounts payable and accrued expenses

    14,826     (2,248 )

Other operating

    865     (2,046 )

Net cash provided by operating activities

    110,721     22,884
                 

Cash flows from investing activities:

               

Capital expenditures

    (45,894 )     (21,554 )

Proceeds from sale of fixed assets

    4,401     755

Patent expenditures

    (552 )     (1,130 )

Purchase of Fyfe Latin America, net of cash acquired

    (3,048 )    

Purchase of Fyfe Asia, net of cash acquired

    (38,841 )    

Purchases of CRTS, Hockway and Fyfe North America, net of cash acquired

    516     (144,134 )

Net cash used in investing activities

    (83,418 )     (166,063 )
                 

Cash flows from financing activities:

               

Issuance of common stock upon stock option exercises, including tax benefit

    1,178     3,610

Issuance of common stock in connection with acquisition of Fyfe North America

        4,000

Repurchase of common stock

    (12,308 )     (5,000 )

Investments from noncontrolling interests

    4,939     546

Purchase of or distributions to noncontrolling interests

    (5 )     (1,661 )

Proceeds on notes payable

    7,160     354

Principal payments on notes payable

    (2,768 )     (1,499 )

Proceeds from line of credit

    26,000    

Proceeds from long-term debt

    983     250,000

Principal payments on long-term debt

    (25,000 )     (103,750 )

Credit facility and other financing fees

        (4,320 )

Net cash provided by (used in) financing activities

    179     142,280

Effect of exchange rate changes on cash

    65     (7,801 )

Net increase (decrease) in cash and cash equivalents for the period

    27,547     (8,700 )

Cash and cash equivalents, beginning of period

    106,129     114,829

Cash and cash equivalents, end of period

  $ 133,676   $ 106,129

19