Document

6-K 1 atlascorpq320236-k.htm 6-K Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

Commission File Number 001-39237

ATLAS CORP.

(Exact name of Registrant as specified in its Charter)

23 Berkeley Square

London, United Kingdom

W1J 6HE

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Item 1 — Information Contained in this Form 6-K Report

Exhibit I to this Report contains certain financial information of Atlas Corp., as of and for the three months ended September 30, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ATLAS CORP.

Date: November 21, 2023	By:	/s/ Bing Chen
		Bing Chen
		Chief Executive Officer and Interim Chief Financial Officer
		(Principal Executive, Financial and Accounting Officer)

EXHIBIT I

ATLAS CORP.

REPORT ON FORM 6-K FOR THE QUARTER ENDED SEPTEMBER 30, 2023

INDEX


Interim Consolidated Financial Statements (Unaudited)			2

Management’s Discussion and Analysis of Financial Condition and Results of Operations			27

Unless we otherwise specify, when used in this Report, (i) the terms “Atlas”, the “Company”, “we”, “our” and “us” refer to Atlas Corp. and its subsidiaries, (ii) the term “Seaspan” refers to Seaspan Corporation and its subsidiaries and (iii) the term “APR Energy” refers to Apple Bidco Limited, its subsidiary APR Energy Ltd., and APR Energy Ltd.’s subsidiaries.

ITEM 1 — INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ATLAS CORP.

Interim Consolidated Balance Sheets

(Unaudited)

(Expressed in millions of United States dollars, except number of shares and par value amounts)


	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	320.4	$	280.0
Accounts receivable	80.4		98.6
Inventories	55.2		50.0
Prepaid expenses and other	49.3		44.4
Assets held for sale	—		19.4
Net investment in lease (note 5)	29.2		21.0
Acquisition related assets	69.7		79.8
	604.2		593.2


Property, plant and equipment (note 6)	8,444.5		7,156.9
Vessels under construction (note 7)	1,514.1		1,422.5
Right-of-use assets (note 8)	436.7		746.7
Net investment in lease (note 5)	1,170.1		887.4
Goodwill	75.3		75.3
Deferred tax assets	1.8		0.5
Derivative instruments	119.3		107.1
Other assets (note 9)	341.8		312.8

	$	12,707.8	$	11,302.4
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and accrued liabilities	$	252.6	$	204.3
Deferred revenue	45.9		25.2
Income tax payable	71.7		72.3
Long-term debt - current (note 10)	208.7		238.4
Operating lease liabilities - current	114.0		115.3
Finance lease liabilities - current	—		222.2
Other financing arrangements - current (note 11)	242.3		147.5
Other liabilities - current	14.0		13.3
	949.2		1,038.5

Long-term debt (note 10)	3,096.7		3,453.4
Operating lease liabilities	329.7		391.7
Other financing arrangements (note 11)	3,386.7		1,940.3
Derivative instruments	—		1.5
Other liabilities	125.5		51.2
Total liabilities	7,887.8		6,876.6

Cumulative redeemable preferred shares, $0.01 par value; 12,000,000 issued and outstanding (2022 – 12,000,000)	296.9		296.9

Shareholders’ equity:
Share capital (note 12):
Preferred shares; $0.01 par value; 150,000,000 shares authorized (2022 – 150,000,000); 20,118,833 shares issued and outstanding (2022 – 20,118,833) Common shares; $0.01 par value; 400,000,000 shares authorized (2022 – 400,000,000); 204,328,277 shares issued and outstanding (2022 – 281,565,472); nil shares held in treasury (2022 – 727,351)	2.0		2.8
Additional paid in capital	4,022.0		3,724.2
Retained earnings	516.4		420.0
Accumulated other comprehensive loss	(17.3)		(18.1)
	4,523.1		4,128.9
	$	12,707.8	$	11,302.4

Commitments and contingencies (note 14)

Subsequent events (note 16)

See accompanying notes to interim consolidated financial statements.

ATLAS CORP.

Interim Consolidated Statements of Operations

(Unaudited)

(Expressed in millions of United States dollars, except per share amounts)


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Revenue (note 3)	$	474.0	$	439.6	$	1,328.3	$	1,261.0
Operating expenses:
Operating expenses	100.3		84.3		280.6		257.3
Depreciation and amortization	107.5		93.0		304.4		282.9
General and administrative	24.7		31.2		98.7		83.7
Indemnity claim under acquisition agreement	—		—		—		(21.3)
Operating leases	31.1		29.9		91.9		93.1
(Gain) Loss on sale (note 6)	(4.8)		(0.6)		(3.7)		3.7

	258.8		237.8		771.9		699.4
Operating earnings	215.2		201.8		556.4		561.6
Other expenses (income):
Interest expense	96.8		61.5		265.3		158.9
Interest income	(2.2)		(2.3)		(10.8)		(2.9)
Loss on debt extinguishment	0.1		2.2		9.0		9.4
Equity (income) loss on investment	(1.6)		2.3		(2.4)		2.3
Gain on derivative instruments	(21.7)		(58.1)		(39.9)		(126.6)
Other expenses	5.3		1.9		16.5		15.3
	76.7		7.5		237.7		56.4
Net earnings before income tax	138.5		194.3		318.7		505.2
Income tax expense	1.0		8.6		8.0		10.1
Net earnings	$	137.5	$	185.7	$	310.7	$	495.1

See accompanying notes to interim consolidated financial statements.

ATLAS CORP.

Interim Consolidated Statements of Comprehensive Income

(Unaudited)

(Expressed in millions of United States dollars)


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Net earnings	$	137.5	$	185.7	$	310.7	$	495.1
Other comprehensive income:
Amounts reclassified to net earnings during the period relating to cash flow hedging instruments	0.3		0.2		0.8		0.7
Comprehensive income	$	137.8	$	185.9	$	311.5	$	495.8

See accompanying notes to interim consolidated financial statements.

ATLAS CORP.

Interim Consolidated Statements of Shareholders’ Equity and Cumulative Redeemable Preferred Shares

(Unaudited)

(Expressed in millions of United States dollars, except number of shares and per share amounts)

Three months ended September 30, 2023


	Series J cumulative redeemable preferred shares			Number of common shares	Number of preferred shares	Common shares		Preferred shares		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Total shareholders’ equity
	Shares	Amount
Balance, June 30, 2023, carried forward	12,000,000	$	296.9	204,328,277	20,118,833	$	1.7	$	0.3	$	4,017.7	$	435.7	$	(17.6)	$	4,437.8
Net earnings	—	—		—	—	—		—		—		137.5		—		137.5
Other comprehensive income	—	—		—	—	—		—		—		—		0.3		0.3





Dividends on common shares	—	—		—	—	—		—		—		(41.5)		—		(41.5)
Dividends on preferred shares (Series D - $0.50 per share; Series H - $0.49 per share; Series I - $0.50 per share; Series J - $0.44 per share;)	—	—		—	—	—		—		—		(15.2)		—		(15.2)

Share-based compensation expense (note 12)	—	—		—	—	—		—		4.3		(0.1)		—		4.2
Balance, September 30, 2023	12,000,000	$	296.9	204,328,277	20,118,833	$	1.7	$	0.3	$	4,022.0	$	516.4	$	(17.3)	$	4,523.1

See accompanying notes to interim consolidated financial statements.

ATLAS CORP.

Interim Consolidated Statements of Shareholders’ Equity and Cumulative Redeemable Preferred Shares

(Unaudited)

(Expressed in millions of United States dollars, except number of shares and per share amounts)

Three months ended September 30, 2022

Series J cumulative redeemable
preferred shares

Number of
common
shares

Number of
preferred
shares

Common
shares

Preferred
shares

Additional
paid-in
capital

Retained earnings

Accumulated other
comprehensive
loss

Total
shareholders’
equity

Amount

SEC Form 6-K filed by Atlas Corp.