AEGN - Aegion Corporation Reports 2020 Fourth Quarter and Full Year Financial Results

March, 10 2021 12:18 AM Aegion Corp

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 adjusted ¹ 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 adjusted ¹ operating expenses from continuing operations declined 11% as a result of cost reductions across both operating segments and corporate spending.
FY’20 adjusted ¹ 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 Transaction
On 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 SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)


Quarters Ended December 31,

Years Ended December 31,

2020

2019

2020

2019
Revenues
$
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 SUBSIDIARIES
CONSOLIDATED 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 SUBSIDIARIES
CONSOLIDATED 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)
Gross Profit
Operating Expenses
Operating Income
Income Before Taxes
Taxes on Income
Income from Continuing Operations
Diluted Earnings per Share from Continuing Operations
As Reported (GAAP)
$
51,604

$
36,184

$
12,867
$
9,365
$
716
$
8,649
$
0.26
Items Affecting Comparability:







Restructuring Charges ⁽¹⁾

(53
)

(1,838
)

2,083

2,999

1,815

1,184

0.04
Divestiture Related Expenses ⁽²⁾

—


—


2,255

2,350

1,924

426

0.01
Credit 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)
Gross Profit
Operating Expenses
Operating Income (Loss)
Income (Loss) Before Taxes
Taxes (Benefit) on Income (Loss)
Income (Loss) from Continuing Operations
Diluted Earnings (Loss) per Share from Continuing Operations
As 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)
Gross Profit
Operating Expenses
Operating Income
Income Before Taxes
Taxes on Income
Income from Continuing Operations
Diluted Earnings per Share from Continuing Operations
As Reported (GAAP)
$
196,459
$
147,523

$
40,988
$
30,067
$
5,267
$
24,800
$
0.75
Items Affecting Comparability:







Restructuring Charges ⁽¹⁾

2,021

(5,950
)

12,133

11,279

3,297

7,982

0.24
Divestiture Related Expenses ⁽²⁾

—

—


3,786

3,772

2,212

1,560

0.05
Credit Facility Fees ⁽³⁾

—

—


—

688

150

538

0.01
As 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)
Gross Profit
Operating Expenses
Operating Income
Income (Loss) Before Taxes
Taxes on Income (Loss)
Income (Loss) from Continuing Operations
Diluted Earnings (Loss) per Share from Continuing Operations
As 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, 2020
Quarter 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, 2020
Year 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 Statements
This 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 Solicitation
The 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 Measures
Aegion 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

Company Name:	Aegion Corp
Stock Symbol:	AEGN
Market:	NASDAQ
Website:	aegion.com

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