WSP WSP Global Inc

WSP Global Inc. (TSX: WSP) (“WSP” or the “Corporation”) today announced financial and operating results for the third quarter ended on September 30, 2023.

In the third quarter of 2023, WSP generated solid organic growth in net revenues across all reportable segments and delivered a 50 bps increase in adjusted EBITDA margin. Backlog and order intake remained strong with backlog organic growth of 7.2% in the first nine months of 2023.

THIRD QUARTER OF 2023 FINANCIAL HIGHLIGHTS

• Revenues and net revenues for the quarter reached $3.60 billion and $2.73 billion, up 24.2% and 24.7%, respectively, compared to the third quarter of 2022. Net revenue organic growth of 6.7% in the quarter, attributable to all reportable segments. The acquisition of the Environment & Infrastructure business (“E&I”) of John Wood Group plc (the “E&I Acquisition”) was the main driver of acquisition growth of 15.3%.
• Backlog as at September 30, 2023 stood at $14.3 billion, representing 12.1 months of revenues(1). Organic order intake in the third quarter was $4.0 billion, while organic growth in the first nine months of 2023 was 7.2%.
• Adjusted EBITDA in the quarter grew to $521.5 million, compared to $407.0 million in the third quarter of 2022, an increase of 28.1%.
• Adjusted EBITDA margin for the quarter increased by 50 bps to 19.1%, compared to 18.6% in the third quarter of 2022. In the nine-month period ended September 30, 2023, adjusted EBITDA margin increased by 30 bps to 17.2%.
• Earnings before net financing expense and income taxes in the quarter stood at $292.7 million, up $56.3 million compared to the third quarter of 2022, mainly due to higher adjusted EBITDA.
• Adjusted net earnings for the quarter was $246.4 million, or $1.98 per share, up $53.0 million and $0.39, respectively, compared to the third quarter of 2022. The respective increases in these metrics are mainly attributable to a higher adjusted EBITDA, partially offset by higher interest on long-term debt.
• Net earnings attributable to shareholders for the quarter stood at $156.2 million, or $1.25 per share, compared to $127.5 million and $1.05 per share in Q3 2022. The increases are mainly attributable to higher adjusted EBITDA, partially offset by higher interest on long-term debt and income taxes, as well as increased amortization of intangible assets due to recent acquisitions.
• Cash inflows from operating activities were $209.7 million in the nine-month period ended September 30, 2023, compared to $207.4 million in the first nine months of 2022. Free cash outflow was $177.2 million for the nine-month period ended September 30, 2023, affected by the continued impact of higher income taxes due to changes in tax regulation in the US which delays the deductibility of certain expenses.
• Net debt to adjusted EBITDA ratio stood at 1.9x, compared to 1.6x as at December 31, 2022. The increase is mainly due to a higher net debt balance used to finance recent acquisitions. Incorporating a full twelve months of adjusted EBITDA of all acquired businesses, the net debt to adjusted EBITDA ratio would be 1.8x.
• Quarterly dividend declared of $0.375 per share, or $46.7 million.
• Financial outlook for 2023 updated in the Q2 2023 press release is reaffirmed.

“Our performance in the third quarter is aligned with our expectations and demonstrates the continued momentum and high demand for our services. We continue to achieve significant organic growth, and our backlog remains at record levels,” said Alexandre L’Heureux, President and CEO of WSP. “During the quarter, we celebrated an important milestone as it marked the one-year anniversary of welcoming our colleagues from the Environment & Infrastructure business of John Wood Group, a key addition to our global platform. We are reaffirming our financial outlook with confidence and will remain agile navigating fluid macroeconomic and geopolitical environments while executing our strategy with discipline and rigour. “

LEADERSHIP ANNOUNCEMENTWSP announces that Lewis (Lou) Cornell, President and Chief Executive Officer, WSP in the USA, will retire in 2024 after a successful career spanning nearly three and a half decades. Mr. Cornell has been a member of the Global Leadership Team and an integral part in expanding the business and driving significant growth. He will continue to oversee the US business until his retirement and is committed to facilitating a smooth transition. The company has initiated a search process for his replacement.

DIVIDENDThe Board of WSP declared a dividend of $0.375 per share. This dividend will be payable on or about January 15, 2024, to shareholders of record at the close of business on December 29, 2023.

FINANCIAL REPORTThis release includes, by reference, the financial reports for the third quarter of 2023, including the unaudited interim condensed consolidated financial statements and the Management's Discussion and Analysis (“MD&A”) of the Corporation for the third quarter ended on September 30, 2023, which are available on our website at www.wsp.com. These documents are also available on SEDAR+ at www.sedarplus.ca.

CONFERENCE CALL & WEBCASTWSP will hold a conference call and webcast from 8:00 a.m. to 9:00 a.m. (Eastern Time) on November 9, 2023, to discuss these results. To participate in the conference call, please pre-register using this link. Registrants will receive a confirmation with dial-in details. A live webcast of the conference call can be accessed using this link.

For those unable to attend, a replay will be available within 24 hours following the call under the Investors section of the website.

A presentation of the third quarter 2023 highlights and results will be accessible on November 8, 2023 after market close under the “Investors” section of the WSP website at www.wsp.com.

(1) Based on revenues for the trailing twelve-month period, incorporating a full twelve months of revenues for all acquisitions.

FINANCIAL HIGHLIGHTS

		Third quarters ended						Nine-month periods ended
(in millions of dollars, except percentages, per share data, DSO and ratios)		September 30,2023			October 1,2022			September 30,2023			October 1,2022
Revenues		$3,597.4			$2,896.1			$10,712.9			$8,372.1
Net revenues(1)		$2,734.8			$2,193.9			$8,141.0			$6,403.5
Earnings before net financing expense and income taxes		$292.7			$236.4			$736.5			$563.8
Adjusted EBITDA(2)		$521.5			$407.0			$1,396.4			$1,083.8
Adjusted EBITDA margin(2)			19.1	%		18.6	%		17.2	%		16.9	%
Net earnings attributable to shareholders of WSP Global Inc.		$156.2			$127.5			$419.4			$311.8
Basic net earnings per share attributable to shareholders		$1.25			$1.05			$3.37			$2.62
Adjusted net earnings(2)		$246.4			$193.4			$612.2			$483.3
Adjusted net earnings per share(2)		$1.98			$1.59			$4.91			$4.06
Cash inflows from operating activities		$149.5			$165.0			$209.7			$207.4
Free cash flow(2)		$21.1			$36.7			$(177.2		)	$(133.7		)
As at								September 30,2023			October 1,2022
Backlog(3)								$14,276.4			$13,253.8
DSO(3)								77 days			75 days
As at								September 30,2023			December 31,2022
Net debt to adjusted EBITDA ratio(3)									1.9			1.9

(1)		Quantitative reconciliations of net revenues to revenues are presented below under the caption "Non-IFRS and other financial measures".
(2)		Non-IFRS financial measure or non-IFRS ratio without a standardized definition under IFRS, which may not be comparable to similar measures or ratios used by other issuers. Quantitative reconciliations of non-IFRS financial measures to the most directly comparable IFRS measures are presented below under the caption "Non-IFRS and other financial measures". Adjusted EBITDA margin is defined as adjusted EBITDA expressed as a percentage of net revenues. Adjusted net earnings per share is the ratio of adjusted net earnings divided by the basic weighted average number of shares outstanding for the period. This press release incorporates by reference section 19, “Glossary of segment reporting, non-IFRS and other financial measures”, of WSP’s MD&A for the third quarter and nine-month period ended September 30, 2023, filed on SEDAR+ at www.sedarplus.ca, which includes explanations of the composition and usefulness of these non-IFRS financial measures and non-IFRS ratios.
(3)		This press release incorporates by reference section 19, “Glossary of segment reporting, non-IFRS and other financial measures”, of WSP’s MD&A for the third quarter and nine-month period ended September 30, 2023, filed on SEDAR+ at www.sedarplus.ca, which explains the composition of the supplemental financial measures, as well as the usefulness of the net debt to adjusted EBITDA ratio, which is a capital management measure composed of the ratio of net debt to adjusted EBITDA for the trailing twelve-month period. Net debt is defined as long-term debt, including current portions but excluding lease liabilities, and net of cash.

RESULTS OF OPERATIONS

		Third quarters ended						Nine-month periods ended
(in millions of dollars, except number of shares and per share data)		September 30,2023			October 1,2022			September 30,2023			October 1,2022
Revenues		$3,597.4			$2,896.1			$10,712.9			$8,372.1
Less: subconsultants and direct costs		$862.6			$702.2			$2,571.9			$1,968.6
Net revenues		$2,734.8			$2,193.9			$8,141.0			$6,403.5
Earnings before net financing expense and income taxes		$292.7			$236.4			$736.5			$563.8
Net financing expense		$74.6			$62.0			$155.2			$134.3
Earnings before income taxes		$218.1			$174.4			$581.3			$429.5
Income tax expense		$61.0			$45.3			$159.6			$115.2
Net earnings		$157.1			$129.1			$421.7			$314.3
Net earnings attributable to:
Shareholders of WSP Global Inc.		$156.2			$127.5			$419.4			$311.8
Non-controlling interests		$0.9			$1.6			$2.3			$2.5
Basic net earnings per share attributable to shareholders		$1.25			$1.05			$3.37			$2.62
Diluted net earnings per share attributable to shareholders		$1.25			$1.05			$3.36			$2.61
Basic weighted average number of shares			124,626,810			121,267,806			124,589,056			119,063,307
Diluted weighted average number of shares			124,963,588			121,567,722			124,919,495			119,371,540

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION(in millions of Canadian dollars)

References to notes refer to notes in the unaudited interim condensed financial statements

As at	September 30, 2023		December 31, 2022
	$		$
Assets
Current assets
Cash and cash equivalents (note 16)	290.4		495.6
Trade receivables and other receivables	2,657.1		2,625.8
Cost and anticipated profits in excess of billings	1,958.6		1,626.2
Prepaid expenses	184.9		138.9
Other financial assets	118.3		108.2
Income taxes receivable	23.5		39.5
	5,232.8		5,034.2
Non-current assets
Right-of-use assets (note 10)	922.0		978.9
Intangible assets	1,098.0		1,102.6
Property and equipment	427.3		398.9
Goodwill (note 11)	7,217.1		6,792.2
Deferred income tax assets	428.0		351.3
Other assets	203.7		183.6
	10,296.1		9,807.5
Total assets	15,528.9		14,841.7
Liabilities
Current liabilities
Accounts payable and accrued liabilities	2,382.9		2,736.4
Billings in excess of costs and anticipated profits	1,086.1		973.1
Income taxes payable	193.4		260.4
Provisions	165.4		152.2
Dividends payable to shareholders	46.7		46.7
Current portion of lease liabilities (note 10)	267.1		273.0
Current portion of long-term debt (note 12)	679.0		173.4
	4,820.6		4,615.2
Non-current liabilities
Long-term debt (note 12)	3,028.4		2,781.1
Lease liabilities (note 10)	783.7		856.8
Provisions	330.2		288.9
Retirement benefit obligations	162.5		162.3
Deferred income tax liabilities	125.9		128.3
	4,430.7		4,217.4
Total liabilities	9,251.3		8,832.6
Equity
Equity attributable to shareholders of WSP Global Inc.	6,272.4		6,006.0
Non-controlling interests	5.2		3.1
Total equity	6,277.6		6,009.1
Total liabilities and equity	15,528.9		14,841.7

CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions of Canadian dollars)References to notes refer to notes in the unaudited interim condensed financial statements)

		Third quarters ended				Nine-month periods ended
		September 30,2023		October 1,2022		September 30,2023		October 1,2022
		$		$		$		$
Operating activities
Net earnings		157.1		129.1		421.7		314.3
Adjustments (note 16)		134.3		116.8		433.5		365.9
Net financing expense (note 8)		74.6		62.0		155.2		134.3
Income tax expense		61.0		45.3		159.6		115.2
Income taxes paid		(41.8	)	(47.3	)	(250.4	)	(167.2	)
Change in non-cash working capital items (note 16)		(235.7	)	(140.9	)	(709.9	)	(555.1	)
Cash inflows from operating activities		149.5		165.0		209.7		207.4
Financing activities
Net proceeds of long-term debt		13.0		109.8		542.9		78.5
Lease payments (note 10)		(90.4	)	(87.2	)	(278.8	)	(249.4	)
Issuance of long-term debt related to business acquisitions		—		2,309.3		—		2,309.3
Repayment of long-term debt following business acquisitions		—		(1,025.8	)	—		(1,025.8	)
Net financing expenses paid, excluding interest on lease liabilities		(49.8	)	(24.5	)	(144.1	)	(57.8	)
Dividends paid to shareholders of WSP Global Inc.		(46.8	)	(22.7	)	(115.6	)	(66.4	)
Issuance of common shares, net of issuance costs (note 13)		0.5		882.1		2.5		882.8
Dividends paid to non-controlling interests		(0.2	)	—		(0.2	)	(0.5	)
Cash inflows (outflows) from financing activities		(173.7	)	2,141.0		6.7		1,870.7
Investing activities
Net (disbursements) proceeds related to business acquisitions and disposals of businesses (notes 4 and 11)		57.8		(2,489.6	)	(353.3	)	(2,509.9	)
Additions to property and equipment, excluding business acquisitions		(36.1	)	(39.9	)	(98.6	)	(84.1	)
Additions to identifiable intangible assets, excluding business acquisitions		(2.6	)	(1.7	)	(11.2	)	(8.9	)
Proceeds from disposal of property and equipment		0.7		0.5		1.7		1.3
Dividends received from associates		6.5		4.6		7.8		7.0
Other		—		—		1.0		(1.1	)
Cash inflows (outflows) from investing activities		26.3		(2,526.1	)	(452.6	)	(2,595.7	)
Effect of exchange rate change on cash and cash equivalents		0.1		14.4		(9.4	)	7.2
Change in net cash and cash equivalents		2.2		(205.7	)	(245.6	)	(510.4	)
Cash and cash equivalents, net of bank overdraft - beginning of the period		243.2		621.6		491.0		926.3
Cash and cash equivalents, net of bank overdraft - end of period (note 16)		245.4		415.9		245.4		415.9

All amounts shown in this press release are expressed in Canadian dollars, unless otherwise indicated. All quarterly information disclosed in this press release is based on unaudited figures.

NON-IFRS AND OTHER FINANCIAL MEASURESThe Corporation reports its financial results in accordance with International Financial Reporting Standards ("IFRS"). WSP uses a number of financial measures when assessing its results and measuring overall performance. Some of these financial measures are not calculated in accordance with IFRS. Regulation 52-112 respecting Non-GAAP and Other Financial Measures Disclosure (“Regulation 52-112”) prescribes disclosure requirements that apply to the following types of measures used by the Corporation: (i) non-IFRS financial measures; (ii) non-IFRS ratios; (iii) total of segments measures; (iv) capital management measures; and (v) supplemental financial measures.

In this press release, the following non-IFRS and other financial measures are used by the Corporation: net revenues; adjusted EBITDA; adjusted EBITDA margin; adjusted net earnings; adjusted net earnings per share; backlog; free cash flow; days sales outstanding (“DSO”); and net debt to adjusted EBITDA ratio. Additional details for these non-IFRS and other financial measures can be found in section 19, “Glossary of segment reporting, non-IFRS and other financial measures” of WSP’s MD&A for the quarter and nine-month period ended September 30, 2023, which is posted on WSP’s website at www.wsp.com and filed on SEDAR+ at www.sedarplus.ca. Reconciliations of non-IFRS financial measures and total of segments measures to the most directly comparable IFRS measures are provided below.

Management believes that these non-IFRS and other financial measures provide useful information to investors regarding the Corporation’s financial condition and results of operations as they provide key metrics of its performance. These non-IFRS and other financial measures are not recognized under IFRS, do not have any standardized meanings prescribed under IFRS and may differ from similar computations as reported by other issuers, and accordingly may not be comparable. These measures should not be viewed as a substitute for the related financial information prepared in accordance with IFRS.

	Reconciliation of net revenues
	The following table reconciles net revenues to the most comparable IFRS measure:
		Third quarters ended				Nine-month periods ended
	(in millions of dollars)	September 30,2023		October 1,2022		September 30,2023		October 1,2022
	Revenues	$3,597.4		$2,896.1		$10,712.9		$8,372.1
	Less: Subconsultants and direct costs	$862.6		$702.2		$2,571.9		$1,968.6
	Net revenues*	$2,734.8		$2,193.9		$8,141.0		$6,403.5
	* Total of segments measure.

	Reconciliation of adjusted EBITDA
	The following table reconciles this metric to the most comparable IFRS measure:
		Third quarters ended				Nine-month periods ended
	(in millions of dollars)	September 30,2023		October 1,2022		September 30,2023		October 1,2022
	Earnings before net financing expense and income taxes	$292.7		$236.4		$736.5		$563.8
	Acquisition, integration and reorganization costs	$37.9		$22.1		$78.7		$65.8
	ERP implementation costs	$20.1		$8.5		$59.9		$30.5
	Depreciation of right-of-use assets	$80.4		$70.9		$239.2		$210.9
	Amortization of intangible assets	$49.3		$33.4		$163.0		$100.3
	Depreciation of property and equipment	$33.7		$28.3		$95.4		$84.0
	Impairment of long-lived assets	$1.4		$2.2		$5.4		$16.5
	Share of depreciation and taxes of associates	$3.3		$3.2		$10.4		$8.6
	Interest income	$2.7		$2.0		$7.9		$3.4
	Adjusted EBITDA*	$521.5		$407.0		$1,396.4		$1,083.8
	* Non-IFRS financial measure.

	Reconciliation of adjusted net earnings
	The following table reconciles this metric to the most comparable IFRS measure:
		Third quarters ended				Nine-month periods ended
	(in millions of dollars, except per share data)	September 30,2023		October 1,2022		September 30,2023		October 1,2022
	Net earnings attributable to shareholders	$156.2		$127.5		$419.4		$311.8
	Amortization of intangible assets related to acquisitions	$40.6		$21.2		$134.5		$63.3
	Impairment of long-lived assets	$1.4		$2.2		$5.4		$16.5
	Acquisition, integration and reorganization costs	$37.9		$22.1		$78.7		$65.8
	ERP implementation costs	$20.1		$8.5		$59.9		$30.5
	(Gains) losses on investments in securities related to deferred compensation obligations	$3.2		$4.7		$(7.7)		$27.1
	Unrealized (gains) losses on derivative financial instruments	$9.0		$27.1		$(18.5)		$23.6
	Income taxes related to above items	$(22.0)		$(19.9)		$(59.5)		$(55.3)
	Adjusted net earnings*	$246.4		$193.4		$612.2		$483.3
	Adjusted net earnings per share*	$1.98		$1.59		$4.91		$4.06
	* Non-IFRS financial measure or non-IFRS ratio.

	Reconciliation of free cash flow
	The following table reconciles this metric to the most comparable IFRS measure:
		Third quarters ended				Nine-month periods ended
	(in millions of dollars)	September 30,2023		October 1,2022		September 30,2023		October 1,2022
	Cash inflows from operating activities	$149.5		$165.0		$209.7		$207.4
	Lease payments in financing activities	$(90.4)		$(87.2)		$(278.8)		$(249.4)
	Net capital expenditures*	$(38.0)		$(41.1)		$(108.1)		$(91.7)
	Free cash inflows (outflows)**	$21.1		$36.7		$(177.2)		$(133.7)
	* Capital expenditures pertaining to property and equipment and intangible assets, net of proceeds from disposal and lease incentives received.
	** Non-IFRS financial measure.

FORWARD-LOOKING STATEMENTSCertain information regarding WSP contained herein are not based on historical facts and may constitute forward-looking statements or forward-looking information under Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements may include estimates, plans, strategic ambitions, objectives, expectations, opinions, forecasts, projections, guidance, outlook or other statements that are not statements of fact. Forward-looking statements made by the Corporation in this press release include statements about our backlog and the strength of the markets across our regions, the payment of dividends, our proposed strategy, and our operating performance, financial outlook, prospects and expectations of this press release, and statements about the 2022-2024 Global Strategic Action Plan. These forward-looking statements are based on a number of assumptions believed by the Corporation to be reasonable as at November 8, 2023, including assumptions set out through this press release and under section 16 “Forward-Looking Statements” of WSP's MD&A for the quarter and nine-month period ended September 30, 2023 which is available on SEDAR+ at www.sedarplus.ca.

Although WSP believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. WSP's forward-looking statements are expressly qualified in their entirety by this cautionary statement. The complete version of the cautionary note regarding risk factors, which, if realized, could cause the Corporation's actual results to differ materially from those expressed or implied in forward-looking statements, are discussed in greater detail in section 20, “Risk factors” of WSP's MD&A for the year ended December 31, 2022 which is available on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained in this press release are made as of the date hereof and, accordingly, are subject to change after such date. Except to the extent required by applicable law, WSP does not assume any obligation to publicly update or revise any forward-looking statements made in this press release or otherwise, whether as a result of new information, future events or otherwise.

ABOUT WSPAs one of the largest professional services firms in the world, WSP exists to future-proof our cities and our environment. It provides strategic advisory, engineering, and design services to clients seeking sustainable solutions in the transportation, infrastructure, environment, building, energy, water, and mining sectors. Its 67,000 trusted professionals are united by the common purpose of creating positive, long-lasting impacts on the communities it serves through a culture of innovation, integrity, and inclusion. In 2022, WSP reported $11.9 B (CAD) in revenue. The Corporation’s shares are listed on the Toronto Stock Exchange (TSX: WSP).

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

Alain MichaudChief Financial OfficerWSP Global Inc.alain.michaud@wsp.com Phone: 438-843-7317