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]]>The post CD&R Joins American Securities as an Investment Partner in Foundation Building Materials appeared first on Foundation Building Materials - Construction Materials.
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]]>The post Acquisition of New Mexico Drywall Supply, LLC appeared first on Foundation Building Materials - Construction Materials.
]]>Branch #292
FBM Albuquerque, NM (Claremont Ave)
2001 Claremont Ave NE
Albuquerque, NM 87107
Phone: (500) 300-4586
If you have any questions, please contact Marshall Brown the RVP for the West Region at marshall.brown@fbmsales.com.
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]]>The post Foundation Building Materials Closes Transaction with American Securities appeared first on Foundation Building Materials - Construction Materials.
]]>SANTA ANA, CA & NEW YORK, NY–(BUSINESS WIRE)– Foundation Building Materials, Inc. (“FBM” or the “Company”), one of the largest specialty building product distributors of wallboard, suspended ceiling systems, metal framing, and complementary and other products in North America, and American Securities LLC, a leading U.S. private equity firm, announced today the closing of American Securities’ acquisition of FBM.
“Under private ownership, FBM will have greater flexibility to intensify its focus on serving customers across the U.S. and Canada,” said Ruben Mendoza, President and CEO of FBM.
“We have long admired FBM’s talented team members and its track record of market leadership and growth,” said Kevin Penn, a Managing Director of American Securities. “We are excited to work alongside management to help the Company execute its strategic plan and continue delivering high-quality products and service to its customers.”
About Foundation Building Materials
Foundation Building Materials, Inc. is a specialty building products distributor of wallboard, suspended ceiling systems, metal framing, and complementary and other products throughout North America. Based in Santa Ana, California, the Company employs more than 3,300 employees and operates more than 170 branches across the United States and Canada. Learn more at www.fbmsales.com or follow us on LinkedIn, Twitter, Instagram, or Facebook.
About American Securities
Based in New York with an office in Shanghai, American Securities is a leading U.S. private equity firm that invests in market-leading North American companies with annual revenues generally ranging from $200 million to $2.0 billion and/or $50 million to $250 million of EBITDA. American Securities and its affiliates have approximately $23 billion under management. For more information, visit www.american-securities.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20210129005326/en/
FBM Contact Information
Investor Relations:
Foundations Building Materials, Inc.
Investors@fbmsales.com
657-900-3200
Media Relations:
Abernathy MacGregor
Jeremy Jacobs
212-371-5999
American Securities Contact Information
Amy Harsch
aharsch@american-securities.com
212-476-8071
Source: Foundation Building Materials, Inc.
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]]>The post Foundation Building Materials, Inc. Enters Into Definitive Agreement to Be Acquired by American Securities LLC appeared first on Foundation Building Materials - Construction Materials.
]]>FBM Shareholders to Receive $19.25 Per Share in Cash
SANTA ANA, Calif.–(BUSINESS WIRE)– Foundation Building Materials, Inc. (“FBM” or the “Company”) (NYSE: FBM), one of the largest specialty building products distributors of wallboard, suspended ceiling systems, metal framing and complementary and other products in North America, today announced that it has entered into a definitive agreement under which an affiliate of American Securities LLC, a leading private equity firm, will acquire all outstanding shares of FBM for $19.25 per share in an all-cash transaction valued at approximately $1.37 billion, including outstanding debt.
An affiliate of Lone Star Funds (“Lone Star”), a global private equity firm, acquired FBM in 2015 and has maintained a majority ownership since the Company’s initial public offering in 2017. Upon completion of the transaction, FBM will become a privately held company.
The transaction, which was unanimously approved by the FBM Board of Directors, represents a premium of approximately 27% to the closing price of FBM common stock on November 13, 2020, the last trading day prior to the transaction announcement.
“We are pleased to announce this transaction with American Securities, delivering immediate cash value to our shareholders at a significant premium,” said Ruben Mendoza, President and CEO of FBM. “American Securities has a proven track record of investing in building products and distribution businesses, and shares our commitment to providing superior products and services to our customers. Having founded FBM nearly a decade ago, I am confident American Securities is the right partner for our company’s next phase, as we work to advance our strategic priorities and continue building long-term value for the Company. This transaction is truly a testament to the hard work and dedication of our more than 3,400 employees, and I’m excited to partner with the team at American Securities to further accelerate our success.”
“The FBM Board, led by the Special Committee and with the assistance of independent financial and legal advisors, conducted a thorough review of opportunities to enhance shareholder value, and unanimously concluded that entering into this agreement with American Securities represents the best way to maximize value,” said Chris Meyer, Chairman of the FBM Board. “This transaction with American Securities is a great outcome for FBM, and I thank Ruben and the rest of the management team for leading FBM to this critical point in the Company’s history. We look forward to FBM’s continued success with its new partner.”
“FBM’s strong national brand and reputation as the distributor of choice for leading building product suppliers make it a compelling investment for American Securities,” said Kevin Penn, a Managing Director of American Securities. “FBM has built meaningful relationships with its loyal customer base, and its focus on customer service underpins its leading market position. We look forward to working with the FBM team to build on the Company’s leadership and grow its global presence while further strengthening its relationships with its customers and partners.”
Approvals
Following execution of the merger agreement, FBM’s majority shareholder, which owns approximately 52% of the Company’s outstanding shares of common stock, approved the transaction by written consent. No further action by FBM’s shareholders is needed or will be solicited in connection with the merger.
The transaction is expected to close in the first quarter of 2021, subject to customary closing conditions, including receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Competition Act (Canada).
Advisors
RBC Capital Markets is serving as financial advisor to FBM, and Gibson, Dunn & Crutcher LLP and Davies Ward Phillips & Vineberg LLP are serving as legal counsel. Evercore is serving as financial advisor to the Special Committee of FBM’s Board, and Richards, Layton & Finger PA is serving as legal counsel. Weil, Gotshal & Manges LLP is serving as legal counsel to American Securities.
About Foundation Building Materials
Foundation Building Materials, Inc. is a specialty building products distributor of wallboard, suspended ceiling systems, metal framing, and complementary and other products throughout North America. Based in Santa Ana, California, the Company employs more than 3,400 employees and operates more than 170 branches across the United States and Canada. Learn more at www.fbmsales.com or follow us on LinkedIn, Twitter, Instagram or Facebook.
About American Securities
Based in New York with an office in Shanghai, American Securities is a leading U.S. private equity firm that invests in market-leading North American companies with annual revenues generally ranging from $200 million to $2 billion and/or $50 million to $250 million of EBITDA. American Securities and its affiliates have approximately $23 billion under management. For more information, visit www.american-securities.com.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statement. The Company has made these statements in reliance on the safe harbor created by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). In some cases, forward-looking statements can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or the negative or similar expressions. All of the Company’s forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that the Company is expecting, including: the outbreak of the novel coronavirus COVID-19, or the COVID-19 pandemic; the length and severity of the COVID-19 pandemic and its impact on the global economy, the Company’s business, operations and financial results; the impact of cost-saving initiatives on the Company’s financial and liquidity position; federal, state and local government initiatives to mitigate the impact of the COVID-19 pandemic, including additional restrictions on business activities, “shelter-in-place” orders, guidelines and other restrictions; risks associated with transactions generally, such as the inability to obtain, or delays in obtaining, required regulatory approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted following announcement of the transaction; failure to retain key management and employees of the Company; issues or delays in the successful integration of the Company’s operations with those of the acquirer, including incurring or experiencing unanticipated costs and/or delays or difficulties; failure or inability to implement growth strategies in a timely manner; unfavorable reaction to the transaction by customers, competitors, suppliers and employees; future levels of revenues being lower than expected and costs being higher than expected; conditions affecting the industry generally; local and global political and economic conditions; conditions in the securities market that are less favorable than expected; and other risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Quarterly Reports on Form 10-Q.
The forward-looking statements contained in this communication are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to the Company and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting the Company will be those that we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory, public health and other factors, many of which are beyond the Company’s control, as well as the other factors described the Company’s filings with the SEC. Additional factors or events that could cause the Company’s actual results to differ may also emerge from time to time, and it is not possible for us to predict all of them. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove to be incorrect, the Company’s actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. You should not place undue reliance on any of the Company’s forward-looking statements. Any forward-looking statement made by the Company in this communication speaks only as of the date hereof. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws. The Company qualifies all of its forward-looking statements by these disclaimers.
Additional Information and Where to Find It
The Company will prepare an information statement on Schedule 14C for its stockholders with respect to the approval of the transaction described herein. When completed, the information statement will be mailed to the Company’s stockholders. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov or from the Company’s website at https://investors.fbmsales.com/.
View source version on businesswire.com: https://www.businesswire.com/news/home/20201115005156/en/
FBM Contact Information:
Investor Relations:
John Moten, IRC
Foundation Building Materials, Inc.
657-900-3200
Investors@fbmsales.com
Media Relations:
Joele Frank, Wilkinson Brimmer Katcher
Jed Repko or Ed Trissel
212-355-4449
American Securities Contact Information:
Amy Harsch
+1 (212) 476-8071
aharsch@american-securities.com
Source: Foundation Building Materials, Inc.
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]]>The post Foundation Building Materials, Inc. Announces Third Quarter 2020 Results and Provides Full Year 2020 Guidance appeared first on Foundation Building Materials - Construction Materials.
]]>2020 Third Quarter Highlights
SANTA ANA, Calif.–(BUSINESS WIRE)–
Foundation Building Materials, Inc. (NYSE: FBM), one of the largest specialty building products distributors of wallboard, suspended ceiling systems, metal framing and complementary and other products in North America, today reported third quarter 2020 financial results, provided a COVID-19 (the “COVID-19 Pandemic”) business update and issued full year 2020 guidance.
“Despite the challenging market conditions in the third quarter, we have maintained profitability by optimizing our cost structure. We continue to generate strong cash flows to invest in our business while reducing our debt levels to historic lows,” said Ruben Mendoza, President and CEO. “We will continue to navigate this challenging environment by focusing on driving organic growth and maximizing profitability to create long-term value for our Company.”
2020 Third Quarter Results
Net sales for the three months ended September 30, 2020, were $521.3 million, compared to $564.9 million for the three months ended September 30, 2019, representing a decrease of $43.6 million, or 7.7%. Average daily net sales decreased 9.2% over the prior period. Net sales from base business decreased $51.8 million compared to the prior period, and average daily base business net sales decreased by 11.0% over the prior period. There was one additional business day in the current period as compared to the prior period. Net sales from acquired branches and existing branches that were strategically combined increased by $8.1 million, compared to $17.4 million during the three months ended September 30, 2019. Our base business net sales across all of our major product lines decreased during the three months ended September 30, 2020, compared to the three months ended September 30, 2019, primarily as a result of reduced business activity due to the COVID-19 Pandemic.
The COVID-19 Pandemic had a greater impact on commercial construction activity compared to the residential market, and as a result, net sales from our suspended ceiling systems and metal framing product lines have decreased more than our net sales from other product lines. Additionally, our base business in the prior year benefited from a strong commercial construction end-market and product expansion into new geographic areas, with less comparable activity in the current year.
Gross profit for the three months ended September 30, 2020, was $154.4 million, compared to $171.8 million for the three months ended September 30, 2019, representing a decrease of $17.4 million, or 10.1%. The decrease in gross profit was primarily due to lower net sales. Gross margin for the three months ended September 30, 2020, was 29.6%, compared to 30.4% for the three months ended September 30, 2019. The decrease in gross margin was primarily due to COVID-19 Pandemic-related market disruptions.
Selling, general and administrative (“SG&A”) expenses for the three months ended September 30, 2020, were $115.1 million, compared to $123.9 million for the three months ended September 30, 2019, representing a decrease of $8.8 million, or 7.1%. As a percentage of net sales, SG&A expenses were 22.1% for the three months ended September 30, 2020, compared to 21.9% for the three months ended September 30, 2019. SG&A expenses remained relatively flat as a percentage of net sales primarily due to proactive actions taken to right-size our cost structure in response to a decline in net sales resulting from the COVID-19 Pandemic.
Net income from continuing operations for the three months ended September 30, 2020, was $11.8 million, or $0.27 per share, a decrease of $0.9 million compared to $12.7 million, or $0.30 per share, for the three months ended September 30, 2019. Adjusted net income(1) for the three months ended September 30, 2020, was $13.3 million, or $0.31 per share, a decrease of $1.2 million compared to $14.4 million, or $0.33 per share, for the three months ended September 30, 2019.
Adjusted EBITDA(1) was $41.7 million and adjusted EBITDA margin(1) was 8.0% for the three months ended September 30, 2020, compared to adjusted EBITDA(1) of $50.0 million and adjusted EBITDA margin(1) of 8.9% for the three months ended September 30, 2019.
2020 Year-to-Date Results
Net sales for the nine months ended September 30, 2020, were $1,531.6 million, compared to $1,639.7 million for the nine months ended September 30, 2019, representing a decrease of $108.1 million, or 6.6%. Average daily net sales decreased 7.6% over the prior period. Net sales from base business decreased $130.7 million compared to the prior period, and average daily base business net sales decreased by 9.3% over the prior period. There were two more business days in the current period as compared to the prior period. Net sales from acquired branches and existing branches that were strategically combined increased by $22.6 million, compared to $60.4 million during the nine months ended September 30, 2019. Our base business net sales across all of our major product lines decreased during the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, primarily as a result of reduced business activity due to impacts of the COVID-19 Pandemic.
Gross profit for the nine months ended September 30, 2020, was $462.2 million, compared to $496.3 million for the nine months ended September 30, 2019, representing a decrease of $34.1 million, or 6.9%. The decrease in gross profit was primarily due to lower net sales. Gross margin for the nine months ended September 30, 2020, was 30.2% compared to 30.3% for the nine months ended September 30, 2019. The slight decrease in gross margin was primarily due to COVID-19 Pandemic-related market disruptions.
SG&A expenses for the nine months ended September 30, 2020, were $344.5 million, compared to $363.9 million for the nine months ended September 30, 2019, representing a decrease of $19.4 million, or 5.3%. As a percentage of net sales, SG&A expenses were 22.5% for the nine months ended September 30, 2020, compared to 22.2% for the nine months ended September 30, 2019. The increase in SG&A expenses as a percentage of net sales was primarily due to the loss of sales leverage resulting from the COVID-19 Pandemic and our continued investment in various company-wide initiatives, partially offset by actions taken to right-size our cost structure in response to the decline in net sales.
Net income from continuing operations for the nine months ended September 30, 2020, was $36.0 million, or $0.83 per share, an increase of $3.8 million compared to $32.3 million, or $0.75 per share, for the nine months ended September 30, 2019. Adjusted net income(1) for the nine months ended September 30, 2020, was $34.6 million, or $0.81 per share, a decrease of $1.7 million compared to $36.3 million, or $0.84 per share, for the nine months ended September 30, 2019.
Adjusted EBITDA(1) was $124.3 million and adjusted EBITDA margin(1) was 8.1% for the nine months ended September 30, 2020, compared to adjusted EBITDA(1) of $137.8 million and adjusted EBITDA margin(1) of 8.4% for the nine months ended September 30, 2019.
2020 Full Year Guidance
(a)
Net Sales (in billions) |
$2.01 to $2.03 |
Adjusted EBITDA(b)(in millions) |
$150.0 to $165.0 |
Adjusted EPS(b) |
$0.90 to $1.00 |
Net debt leverage ratio(b) |
2.60x to 2.75x |
(a)Guidance for 2020 includes anticipated contributions from greenfield branches and excludes acquisitions. |
|
(b)Adjusted EBITDA, adjusted EPS and net debt leverage ratio are non-GAAP financial measures. |
Due to the COVID-19 Pandemic’s impact and the resulting economic uncertainty, on April 8, 2020, we withdrew our 2020 full-year guidance. Although the effects of the COVID-19 Pandemic have adversely impacted our financial results in 2020, we believe we have greater visibility into our business prospects than earlier in the year. As a result, we are providing select full-year 2020 financial guidance. We expect our profitability to remain at current levels through the balance of the year. Please be aware that our decision to provide guidance at this time does not confirm our intention or obligation to provide guidance for any future period. This decision will be based upon information available to management at the time.
COVID-19 Pandemic Business Update
Through October 2020, the COVID-19 Pandemic has had a negative impact on most of the markets in which the Company operates. As a result, October 2020 average daily net sales were down approximately 6% year-over-year. The Company continues to monitor the current environment and anticipates its future financial performance will be adversely impacted due to the effects of the COVID-19 Pandemic.
Third Quarter Earnings Release and Conference Call
In conjunction with this release, Foundation Building Materials, Inc. will host a conference call tomorrow, Tuesday, November 3, 2020 at 8:30 AM Eastern Time. Ruben Mendoza, President and Chief Executive Officer, John Gorey, Chief Financial Officer, Pete Welly, Chief Operating Officer, Kirby Thompson, Senior Vice President of Sales and Marketing and John Moten, Vice President Investor Relations, will host the call.
The call can be accessed in three ways:
About Foundation Building Materials
Foundation Building Materials, Inc. is a specialty building products distributor of wallboard, suspended ceiling systems, metal framing, and complementary and other products throughout North America. Based in Santa Ana, California, the Company employs more than 3,400 employees and operates more than 170 branches across the United States and Canada. Learn more at www.fbmsales.com or follow us on LinkedIn, Twitter, Instagram or Facebook.
Forward-Looking Statements
This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements contained in this press release relate to, among other things, the impact of the COVID-19 Pandemic on the Company’s business and financial performance, the Company’s anticipated financial performance, operating results and net debt leverage ratio for the fiscal year ending December 31, 2020, the effect of certain strategic actions and cost-saving initiatives taken by the Company, and the Company’s ability to create long-term value. The impacts and disruptions caused by the COVID-19 Pandemic are highly uncertain, cannot be accurately predicted, and will depend upon future developments outside the control of the Company, including the scope and duration of the pandemic, as well as the scope and impact of any government orders and restrictions designed to limit the further spread of COVID-19. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, public health and technological factors outside of our control that may cause our business, strategy or actual results to differ materially from the forward-looking statements. We do not intend and undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.
(1) Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted EPS and net debt leverage ratio are non-GAAP financial measures. See the supplementary schedules at the end of this press release, as well as the information provided under the heading “Non-GAAP Financial Measures” for a discussion of how we define and calculate these measures, why we believe they are important and a reconciliation thereof to the most directly comparable GAAP measures. For a calculation of our net debt leverage ratio as of September 30, 2020, see Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Quarterly Report on Form 10-Q for the three months ended September 30, 2020.
– Financial Tables Follow –
FOUNDATION BUILDING MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except share and per share data)
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
Net sales |
$ |
521,261 |
|
|
$ |
564,906 |
|
|
$ |
1,531,609 |
|
|
$ |
1,639,689 |
|
Cost of goods sold |
366,846 |
|
|
393,111 |
|
|
1,069,381 |
|
|
1,143,397 |
|
||||
Gross profit |
154,415 |
|
|
171,795 |
|
|
462,228 |
|
|
496,292 |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses |
115,125 |
|
|
123,907 |
|
|
344,479 |
|
|
363,872 |
|
||||
Depreciation and amortization |
19,413 |
|
|
20,218 |
|
|
57,920 |
|
|
60,911 |
|
||||
Total operating expenses |
134,538 |
|
|
144,125 |
|
|
402,399 |
|
|
424,783 |
|
||||
Income from operations |
19,877 |
|
|
27,670 |
|
|
59,829 |
|
|
71,509 |
|
||||
Interest expense |
(6,463) |
|
|
(9,118) |
|
|
(21,349) |
|
|
(26,015) |
|
||||
Gain on legal settlement |
— |
|
|
— |
|
|
8,556 |
|
|
— |
|
||||
Other income (expense), net |
436 |
|
|
(89) |
|
|
(39) |
|
|
(4) |
|
||||
Income before income taxes |
13,850 |
|
|
18,463 |
|
|
46,997 |
|
|
45,490 |
|
||||
Income tax expense |
2,049 |
|
|
5,754 |
|
|
10,963 |
|
|
13,232 |
|
||||
Income from continuing operations |
11,801 |
|
|
12,709 |
|
|
36,034 |
|
|
32,258 |
|
||||
Loss on sale of discontinued operations, net of tax |
— |
|
|
(11) |
|
|
— |
|
|
(1,401) |
|
||||
Net income |
$ |
11,801 |
|
|
$ |
12,698 |
|
|
$ |
36,034 |
|
|
$ |
30,857 |
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share data: |
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations per share – basic |
0.27 |
|
|
0.30 |
|
|
0.83 |
|
|
0.75 |
|
||||
Earnings from continuing operations per share – diluted |
0.27 |
|
|
0.30 |
|
|
0.83 |
|
|
0.75 |
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations per share – basic |
— |
|
|
— |
|
|
— |
|
|
(0.03) |
|
||||
Loss from discontinued operations per share – diluted |
— |
|
|
— |
|
|
— |
|
|
(0.03) |
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic |
0.27 |
|
|
0.30 |
|
|
0.83 |
|
|
0.72 |
|
||||
Earnings per share – diluted |
0.27 |
|
|
0.30 |
|
|
0.83 |
|
|
0.72 |
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
||||||||
Basic |
43,206,505 |
|
|
42,988,829 |
|
|
43,152,229 |
|
|
42,969,797 |
|
||||
Diluted |
43,565,493 |
|
|
43,508,678 |
|
|
43,478,442 |
|
|
43,174,351 |
|
FOUNDATION BUILDING MATERIALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share data)
|
September 30, 2020 |
|
December 31, 2019 |
||||
Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
18,675 |
|
|
$ |
17,766 |
|
Accounts receivable—net of allowance for expected credit losses of $2,864 and $3,169, respectively |
265,352 |
|
|
262,757 |
|
||
Other receivables |
38,928 |
|
|
59,104 |
|
||
Inventories |
153,650 |
|
|
178,624 |
|
||
Prepaid expenses and other current assets |
11,297 |
|
|
7,965 |
|
||
Total current assets |
487,902 |
|
|
526,216 |
|
||
Property and equipment, net |
150,801 |
|
|
150,188 |
|
||
Right-of-use assets, net |
123,821 |
|
|
120,562 |
|
||
Intangible assets, net |
80,101 |
|
|
113,861 |
|
||
Goodwill |
494,825 |
|
|
495,724 |
|
||
Other assets |
4,663 |
|
|
5,206 |
|
||
Total assets |
$ |
1,342,113 |
|
|
$ |
1,411,757 |
|
Liabilities and stockholders’ equity: |
|
|
|
||||
Current liabilities: |
|
|
|
||||
Accounts payable |
$ |
142,972 |
|
|
$ |
145,226 |
|
Accrued payroll and employee benefits |
28,099 |
|
|
31,410 |
|
||
Accrued taxes |
10,269 |
|
|
8,780 |
|
||
Current portion of tax receivable agreement |
8,537 |
|
|
27,850 |
|
||
Current portion of term loan |
4,500 |
|
|
4,500 |
|
||
Current portion of lease liabilities |
32,162 |
|
|
30,307 |
|
||
Other current liabilities |
13,694 |
|
|
18,557 |
|
||
Total current liabilities |
240,233 |
|
|
266,630 |
|
||
Asset-based revolving credit facility |
9,500 |
|
|
89,000 |
|
||
Long-term portion of term loan, net |
432,108 |
|
|
434,633 |
|
||
Tax receivable agreement |
80,996 |
|
|
89,533 |
|
||
Deferred income taxes, net |
22,114 |
|
|
18,972 |
|
||
Long-term portion of lease liabilities |
97,290 |
|
|
97,145 |
|
||
Other liabilities |
15,446 |
|
|
7,679 |
|
||
Total liabilities |
897,687 |
|
|
1,003,592 |
|
||
Commitments and contingencies |
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity: |
|
|
|
||||
Preferred stock, $0.001 par value, authorized 10,000,000 shares; 0 shares issued |
— |
|
|
— |
|
||
Common stock, $0.001 par value, authorized 190,000,000 shares; 43,207,120 and 42,991,016 shares issued, respectively |
13 |
|
|
13 |
|
||
Additional paid-in capital |
340,299 |
|
|
336,362 |
|
||
Retained earnings |
110,288 |
|
|
74,254 |
|
||
Accumulated other comprehensive loss |
(6,174) |
|
|
(2,464) |
|
||
Total stockholders’ equity |
444,426 |
|
|
408,165 |
|
||
Total liabilities and stockholders’ equity |
$ |
1,342,113 |
|
|
$ |
1,411,757 |
|
FOUNDATION BUILDING MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
|
Nine Months Ended September 30, |
||||||
|
2020 |
|
2019 |
||||
Cash flows from operating activities: |
|
|
|
||||
Net income |
$ |
36,034 |
|
|
$ |
30,857 |
|
Less: loss on sale of discontinued operations |
— |
|
|
(1,401) |
|
||
Net income from continuing operations |
36,034 |
|
|
32,258 |
|
||
Adjustments to reconcile net income to net cash provided by operating activities from continuing operations: |
|
|
|
||||
Depreciation |
22,044 |
|
|
26,173 |
|
||
Amortization of intangible assets |
35,876 |
|
|
34,738 |
|
||
Amortization of debt issuance costs and debt discount |
1,620 |
|
|
1,617 |
|
||
Inventory fair value purchase accounting adjustment |
— |
|
|
234 |
|
||
Provision for expected credit losses |
2,102 |
|
|
2,017 |
|
||
Stock-based compensation |
4,319 |
|
|
3,056 |
|
||
Loss (gain) on disposal or sale of assets |
807 |
|
|
(54) |
|
||
Right-of-use assets non-cash expense |
22,716 |
|
|
20,586 |
|
||
Deferred income taxes |
3,737 |
|
|
63 |
|
||
Change in assets and liabilities, net of effects of acquisitions: |
|
|
|
||||
Accounts receivable |
(715) |
|
|
(32,949) |
|
||
Other receivables |
19,744 |
|
|
10,520 |
|
||
Inventories |
26,828 |
|
|
5,623 |
|
||
Prepaid expenses and other current assets |
(3,361) |
|
|
(4,198) |
|
||
Other assets |
8 |
|
|
(187) |
|
||
Accounts payable |
(1,720) |
|
|
2,417 |
|
||
Accrued payroll and employee benefits |
(3,219) |
|
|
214 |
|
||
Accrued taxes |
1,495 |
|
|
(860) |
|
||
Operating lease liabilities |
(22,336) |
|
|
(20,034) |
|
||
Other liabilities |
1,205 |
|
|
6,019 |
|
||
Net cash provided by operating activities from continuing operations |
147,184 |
|
|
87,253 |
|
||
Cash flows from investing activities from continuing operations: |
|
|
|
||||
Purchases of property and equipment |
(22,015) |
|
|
(29,369) |
|
||
Proceeds from termination of net investment hedge |
— |
|
|
3,313 |
|
||
Net (payments of) proceeds from net working capital adjustments related to acquisitions |
(44) |
|
|
461 |
|
||
Proceeds from disposal or sale of assets |
1,194 |
|
|
2,719 |
|
||
Acquisitions, net of cash acquired |
(12,163) |
|
|
(21,882) |
|
||
Net cash used in investing activities from continuing operations |
(33,028) |
|
|
(44,758) |
|
||
Cash flows from financing activities from continuing operations: |
|
|
|
||||
Proceeds from asset-based revolving credit facility |
403,000 |
|
|
403,454 |
|
||
Repayments of asset-based revolving credit facility |
(482,500) |
|
|
(415,178) |
|
||
Principal payments for term loan |
(3,375) |
|
|
(3,375) |
|
||
Payment related to tax receivable agreement |
(27,850) |
|
|
(16,667) |
|
||
Tax withholding payment related to net settlement of equity awards |
(382) |
|
|
(155) |
|
||
Principal repayment of finance lease liabilities |
(2,066) |
|
|
(2,002) |
|
||
Net cash used in financing activities from continuing operations |
(113,173) |
|
|
(33,923) |
|
||
Net cash used in investing activities from discontinued operations |
— |
|
|
(1,401) |
|
||
Net cash used in discontinued operations |
— |
|
|
(1,401) |
|
||
Effect of exchange rate changes on cash |
(74) |
|
|
198 |
|
||
Net increase in cash |
909 |
|
|
7,369 |
|
||
Cash and cash equivalents at beginning of period |
17,766 |
|
|
15,299 |
|
||
Cash and cash equivalents at end of period |
$ |
18,675 |
|
|
$ |
22,668 |
|
Supplemental disclosures of cash flow information: |
|
|
|
||||
Cash paid for income taxes |
$ |
8,109 |
|
|
$ |
10,401 |
|
Cash paid for interest |
$ |
19,736 |
|
|
$ |
24,150 |
|
Supplemental disclosures of non-cash investing and financing activities: |
|
|
|
||||
Decrease in fair value of derivatives, net of tax |
$ |
1,532 |
|
|
$ |
5,663 |
|
Net goodwill increase for purchase price allocation |
$ |
33 |
|
|
$ |
57 |
|
FOUNDATION BUILDING MATERIALS, INC.
NET SALES BY MAJOR PRODUCT LINE, GROSS PROFIT AND GROSS MARGIN
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)
(dollars in thousands)
|
Three Months Ended September 30, |
|
Change |
|||||||||||||||
|
2020 |
|
2019 |
|
$ |
|
% |
|||||||||||
Wallboard |
$ |
199,448 |
|
38.3 |
% |
|
$ |
207,326 |
|
36.7 |
% |
|
$ |
(7,878) |
|
|
(3.8) |
% |
Suspended ceiling systems |
97,323 |
|
18.7 |
% |
|
118,873 |
|
21.0 |
% |
|
(21,550) |
|
|
(18.1) |
% |
|||
Metal framing |
90,333 |
|
17.3 |
% |
|
98,817 |
|
17.5 |
% |
|
(8,484) |
|
|
(8.6) |
% |
|||
Complementary and other products |
134,157 |
|
25.7 |
% |
|
139,890 |
|
24.8 |
% |
|
(5,733) |
|
|
(4.1) |
% |
|||
Total net sales |
$ |
521,261 |
|
100.0 |
% |
|
$ |
564,906 |
|
100.0 |
% |
|
$ |
(43,645) |
|
|
(7.7) |
% |
Total gross profit |
$ |
154,415 |
|
|
|
$ |
171,795 |
|
|
|
$ |
(17,380) |
|
|
(10.1) |
% |
||
Total gross margin |
29.6 |
% |
|
|
30.4 |
% |
|
|
(0.8) |
% |
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
Change |
|||||||||||||||
|
2020 |
|
2019 |
|
$ |
|
% |
|||||||||||
Wallboard |
$ |
590,304 |
|
38.5 |
% |
|
$ |
624,299 |
|
38.1 |
% |
|
$ |
(33,995) |
|
|
(5.4) |
% |
Suspended ceiling systems |
287,337 |
|
18.8 |
% |
|
314,045 |
|
19.2 |
% |
|
(26,708) |
|
|
(8.5) |
% |
|||
Metal framing |
265,855 |
|
17.4 |
% |
|
300,493 |
|
18.3 |
% |
|
(34,638) |
|
|
(11.5) |
% |
|||
Complementary and other products |
388,113 |
|
25.3 |
% |
|
400,852 |
|
24.4 |
% |
|
(12,739) |
|
|
(3.2) |
% |
|||
Total net sales |
$ |
1,531,609 |
|
100.0 |
% |
|
$ |
1,639,689 |
|
100.0 |
% |
|
$ |
(108,080) |
|
|
(6.6) |
% |
Total gross profit |
$ |
462,228 |
|
|
|
$ |
496,292 |
|
|
|
$ |
(34,064) |
|
|
(6.9) |
% |
||
Total gross margin |
30.2 |
% |
|
|
30.3 |
% |
|
|
(0.1) |
% |
|
|
||||||
|
|
|
|
|
|
|
|
|
|
FOUNDATION BUILDING MATERIALS, INC.
BASE BUSINESS AND ACQUIRED AND COMBINED NET SALES
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)
(dollars in thousands)
|
Three Months Ended September 30, |
|
Change |
|||||||||||
|
2020 |
|
2019 |
|
$ |
|
% |
|||||||
Base business (1) |
$ |
487,167 |
|
|
$ |
538,936 |
|
|
$ |
(51,769) |
|
|
(9.6) |
% |
Acquired and combined (2) |
34,094 |
|
|
25,970 |
|
|
8,124 |
|
|
31.3 |
% |
|||
Net sales |
$ |
521,261 |
|
|
$ |
564,906 |
|
|
$ |
(43,645) |
|
|
(7.7) |
% |
(1) Represents net sales from branches that were owned by us since January 1, 2019, and branches that were opened by us during such period. |
||||||||||||||
(2) Represents branches acquired and combined after January 1, 2019, primarily as a result of our strategic combination of branches. |
|
Nine Months Ended September 30, |
|
Change |
|||||||||||
|
2020 |
|
2019 |
|
$ |
|
% |
|||||||
Base business (1) |
$ |
1,438,355 |
|
|
$ |
1,569,039 |
|
|
$ |
(130,684) |
|
|
(8.3) |
% |
Acquired and combined (2) |
93,254 |
|
|
70,650 |
|
|
22,604 |
|
|
32.0 |
% |
|||
Net sales |
$ |
1,531,609 |
|
|
$ |
1,639,689 |
|
|
$ |
(108,080) |
|
|
(6.6) |
% |
(1) Represents net sales from branches that were owned by us since January 1, 2019, and branches that were opened by us during such period. |
||||||||||||||
(2) Represents branches acquired and combined after January 1, 2019, primarily as a result of our strategic combination of branches. |
FOUNDATION BUILDING MATERIALS, INC.
BASE BUSINESS AND ACQUIRED AND COMBINED NET SALES BY MAJOR PRODUCT LINE
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)
(dollars in thousands)
|
Three Months Ended September 30, 2019 |
|
Base Business Net Sales Change |
|
Acquired and Combined Net Sales Change |
|
Three Months Ended September 30, 2020 |
|
Total Net Sales % Change |
Base Business Net Sales % Change(1) |
|
Acquired and Combined Net Sales % Change(2) |
|||||||||||
Wallboard |
$ |
207,326 |
|
|
$ |
(12,156) |
|
|
$ |
4,278 |
|
|
$ |
199,448 |
|
|
(3.8) |
% |
(6.1) |
% |
|
55.7 |
% |
Suspended ceiling systems |
118,873 |
|
|
(22,239) |
|
|
689 |
|
|
97,323 |
|
|
(18.1) |
% |
(19.9) |
% |
|
9.9 |
% |
||||
Metal framing |
98,817 |
|
|
(8,709) |
|
|
225 |
|
|
90,333 |
|
|
(8.6) |
% |
(9.2) |
% |
|
5.2 |
% |
||||
Complementary and other products |
139,890 |
|
|
(8,665) |
|
|
2,932 |
|
|
134,157 |
|
|
(4.1) |
% |
(6.5) |
% |
|
41.8 |
% |
||||
Net sales |
$ |
564,906 |
|
|
$ |
(51,769) |
|
|
$ |
8,124 |
|
|
$ |
521,261 |
|
|
(7.7) |
% |
(9.6) |
% |
|
31.3 |
% |
Average daily net sales(3) |
$ |
8,967 |
|
|
$ |
(943) |
|
|
$ |
121 |
|
|
$ |
8,145 |
|
|
(9.2) |
% |
(11.0) |
% |
|
29.2 |
% |
(1) Represents base business net sales change as a percentage of base business net sales for the three months ended September 30, 2019. |
|||||||||||||||||||||||
(2) Represents acquired and combined net sales change as a percentage of acquired and combined net sales for the three months ended September 30, 2019. |
|||||||||||||||||||||||
(3) The numbers of business days for the three months ended September 30, 2020 and 2019 were 64 and 63, respectively. |
|
Nine Months Ended September 30, 2019 |
|
Base Business Net Sales Change |
|
Acquired and Combined Net Sales Change |
|
Nine Months Ended September 30, 2020 |
|
Total Net Sales % Change |
Base Business Net Sales % Change(1) |
|
Acquired and Combined Net Sales % Change(2) |
|||||||||||
Wallboard |
$ |
624,299 |
|
|
$ |
(42,540) |
|
|
$ |
8,545 |
|
|
$ |
590,304 |
|
|
(5.4) |
% |
(7.1) |
% |
|
36.1 |
% |
Suspended ceiling systems |
314,045 |
|
|
(33,233) |
|
|
6,525 |
|
|
287,337 |
|
|
(8.5) |
% |
(11.1) |
% |
|
43.6 |
% |
||||
Metal framing |
300,493 |
|
|
(35,597) |
|
|
959 |
|
|
265,855 |
|
|
(11.5) |
% |
(12.3) |
% |
|
7.9 |
% |
||||
Complementary and other products |
400,852 |
|
|
(19,314) |
|
|
6,575 |
|
|
388,113 |
|
|
(3.2) |
% |
(5.1) |
% |
|
33.0 |
% |
||||
Net sales |
$ |
1,639,689 |
|
|
$ |
(130,684) |
|
|
$ |
22,604 |
|
|
$ |
1,531,609 |
|
|
(6.6) |
% |
(8.3) |
% |
|
32.0 |
% |
Average daily net sales(3) |
$ |
8,630 |
|
|
$ |
(767) |
|
|
$ |
114 |
|
|
$ |
7,977 |
|
|
(7.6) |
% |
(9.3) |
% |
|
30.6 |
% |
(1) Represents base business net sales change as a percentage of base business net sales for the nine months ended September 30, 2019. |
|||||||||||||||||||||||
(2) Represents acquired and combined net sales change as a percentage of acquired and combined net sales for the nine months ended September 30, 2019. |
|||||||||||||||||||||||
(3) The numbers of business days for the nine months ended September 30, 2020 and 2019 were 192 and 190, respectively. |
Non-GAAP Financial Measures
In addition to presenting financial results prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), this press release contains certain non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share and net debt leverage ratio, which are provided as supplemental measures of financial performance. These measures are not required by, or presented in accordance with, GAAP. The Company calculates adjusted EBITDA as net income from continuing operations before interest expense, net, income tax expense, depreciation and amortization, offering and public company readiness expenses, stock-based compensation, and other non-recurring adjustments such as (gain) loss on disposal or sale of assets, gain on legal settlement and transaction costs. The Company calculates adjusted EBITDA margin as adjusted EBITDA divided by net sales. The Company calculates adjusted net income as net income from continuing operations before offering and public company readiness expenses, stock-based compensation, tax effects on adjustments, and other non-recurring adjustments such as (gain) loss on disposal or sale of assets, gain on legal settlement and transaction costs. The Company calculates adjusted earnings per share as adjusted net income on a per weighted average share outstanding basis. For a calculation of net debt leverage ratio, see Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Quarterly Report on Form 10-Q for the three months ended September 30, 2020.
These non-GAAP financial measures are presented because they are important metrics used by management as a means by which it assesses financial performance. We believe these measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry. These measures, when used in conjunction with the most directly comparable GAAP financial measures, provide investors with an additional financial analytical framework that may be useful in assessing the Company’s financial condition and results of operations.
These non-GAAP financial measures have certain limitations, which are discussed in greater detail in the Company’s filings with the Securities and Exchange Commission. These measures should not be considered as alternatives to measures of financial performance prepared in accordance with GAAP. In addition, these measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. Furthermore, these measures are not intended to be considered liquidity measures. Other companies, including other companies in the Company’s industry, may not use these measures or may calculate one or more of these measures differently than the Company does, limiting their usefulness as comparative measures.
The following is a reconciliation of adjusted EBITDA to the most directly comparable GAAP measure, net income from continuing operations (unaudited):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
(dollars in thousands) |
|
|
|
|
|
|
|
||||||||
Net income from continuing operations |
$ |
11,801 |
|
|
$ |
12,709 |
|
|
36,034 |
|
|
32,258 |
|
||
Interest expense, net |
6,447 |
|
|
9,012 |
|
|
21,265 |
|
|
25,999 |
|
||||
Income tax expense |
2,049 |
|
|
5,754 |
|
|
10,963 |
|
|
13,232 |
|
||||
Depreciation and amortization |
19,413 |
|
|
20,218 |
|
|
57,920 |
|
|
60,911 |
|
||||
Offering and public company readiness expenses(a) |
— |
|
|
378 |
|
|
— |
|
|
378 |
|
||||
Stock-based compensation |
1,491 |
|
|
1,117 |
|
|
4,319 |
|
|
3,056 |
|
||||
(Gain) loss on disposal or sale of assets |
(294) |
|
|
13 |
|
|
414 |
|
|
(54) |
|
||||
Gain on legal settlement |
— |
|
|
— |
|
|
(8,556) |
|
|
— |
|
||||
Transaction costs(b) |
811 |
|
|
819 |
|
|
1,895 |
|
|
2,046 |
|
||||
Adjusted EBITDA |
$ |
41,718 |
|
|
$ |
50,020 |
|
|
$ |
124,254 |
|
|
$ |
137,826 |
|
Adjusted EBITDA margin(c) |
8.0 |
% |
|
8.9 |
% |
|
8.1 |
% |
|
8.4 |
% |
||||
(a) Represents costs related to our initial public offering, secondary offering, and public company readiness expenses. |
|||||||||||||||
(b) Represents costs related to our transactions, including fees paid to financial advisors, accountants, attorneys, and other professionals, as well as certain internal corporate development costs. The costs also include non-cash purchase accounting effects to adjust for the effect of the purchase accounting step-up in the value of inventory to fair value recognized as a result of acquisitions. |
|||||||||||||||
(c) Adjusted EBITDA margin represents adjusted EBITDA divided by net sales. |
The following is a reconciliation of adjusted net income to the most directly comparable GAAP measure, net income from continuing operations (unaudited):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
(in thousands, except share and per share data) |
|
|
|
|
|
|
|
||||||||
Net income from continuing operations |
$ |
11,801 |
|
|
$ |
12,709 |
|
|
$ |
36,034 |
|
|
$ |
32,258 |
|
Offering and public company readiness expenses(a) |
— |
|
|
378 |
|
|
— |
|
|
378 |
|
||||
Stock-based compensation |
1,491 |
|
|
1,117 |
|
|
4,319 |
|
|
3,056 |
|
||||
(Gain) loss on disposal or sale of assets |
(294) |
|
|
13 |
|
|
414 |
|
|
(54) |
|
||||
Gain on legal settlement |
— |
|
|
— |
|
|
(8,556) |
|
|
— |
|
||||
Transaction costs(b) |
811 |
|
|
819 |
|
|
1,895 |
|
|
2,046 |
|
||||
Tax effects(c) |
(517) |
|
|
(594) |
|
|
497 |
|
|
(1,386) |
|
||||
Adjusted net income |
$ |
13,292 |
|
|
$ |
14,442 |
|
|
$ |
34,603 |
|
|
$ |
36,298 |
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share data as reported: |
|
|
|
|
|
|
|
||||||||
Basic |
$ |
0.27 |
|
|
$ |
0.30 |
|
|
$ |
0.83 |
|
|
$ |
0.75 |
|
Diluted |
$ |
0.27 |
|
|
$ |
0.30 |
|
|
$ |
0.83 |
|
|
$ |
0.75 |
|
Earnings per share data as adjusted: |
|
|
|
|
|
|
|
||||||||
Basic |
$ |
0.31 |
|
|
$ |
0.33 |
|
|
$ |
0.81 |
|
|
$ |
0.84 |
|
Diluted |
$ |
0.31 |
|
|
$ |
0.33 |
|
|
$ |
0.80 |
|
|
$ |
0.84 |
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
||||||||
Basic |
43,206,505 |
|
|
42,988,829 |
|
|
43,152,229 |
|
|
42,969,797 |
|
||||
Diluted |
43,565,493 |
|
|
43,508,678 |
|
|
43,478,442 |
|
|
43,174,351 |
|
||||
(a) Represents costs related to our initial public offering, secondary offering, and public company readiness expenses. |
|||||||||||||||
(b) Represents costs related to our transactions, including fees paid to financial advisors, accountants, attorneys, and other professionals, as well as certain internal corporate development costs. The costs also include non-cash purchase accounting effects to adjust for the effect of the purchase accounting step-up in the value of inventory to fair value recognized as a result of acquisitions. |
|||||||||||||||
(c) Represents the impact of corporate income taxes. The tax rate applied to these adjustments is calculated by using a forecasted blended federal and state statutory rate, which amounted to 25.76% during both the three and nine months ended September 30, 2020. |
View source version on businesswire.com:
https://www.businesswire.com/news/home/20201102006016/en/
Investor Relations:
John Moten, IRC
Foundation Building Materials, Inc.
657-900-3200
Media Relations:
Joele Frank, Wilkinson Brimmer Katcher
Jed Repko or Ed Trissel
212-355-4449
Source: Foundation Building Materials, Inc.
The post Foundation Building Materials, Inc. Announces Third Quarter 2020 Results and Provides Full Year 2020 Guidance appeared first on Foundation Building Materials - Construction Materials.
]]>The post Foundation Building Materials, Inc. Announces Third Quarter 2020 Earnings Release Date and Conference Call appeared first on Foundation Building Materials - Construction Materials.
]]>SANTA ANA, Calif.–(BUSINESS WIRE)– Foundation Building Materials, Inc. (FBM or the “Company”) (NYSE: FBM), one of the largest specialty distributors of wallboard, suspended ceilings systems, metal framing, and complementary products in North America, announced today the Company will release its third quarter 2020 financial results after the market close on Monday, November 2, 2020, and host a conference call the following day. The conference call is scheduled for 8:30 AM Eastern Time Tuesday, November 3, 2020.
The call can be accessed in three ways:
About Foundation Building Materials
Foundation Building Materials is a specialty distributor of wallboard, suspended ceiling systems, metal framing, and complementary products throughout North America. Based in Santa Ana, California, the Company employs more than 3,400 people and operates over 170 branches across the U.S. and Canada.
View source version on businesswire.com: https://www.businesswire.com/news/home/20201013005273/en/
Investor Relations
Foundation Building Materials
John Moten, IRC, 657-900-3213
VP Investor Relations
Investors@fbmsales.com
Or
Media Relations
Joele Frank, Wilkinson Brimmer Katcher
Jed Repko or Ed Trissel, 212-355-4449
Source: Foundation Building Materials, Inc.
The post Foundation Building Materials, Inc. Announces Third Quarter 2020 Earnings Release Date and Conference Call appeared first on Foundation Building Materials - Construction Materials.
]]>The post Foundation Building Materials Expands its Presence in the Greater Milwaukee Market with the Acquisition of Marriott Drywall Materials, Inc. appeared first on Foundation Building Materials - Construction Materials.
]]>SANTA ANA, Calif.–(BUSINESS WIRE)– Foundation Building Materials, Inc. (“FBM” or the “Company”) (NYSE: FBM), one of the largest specialty distributors of wallboard, suspended ceilings systems, metal framing, and complementary products in North America, announced today that it has closed the acquisition of Marriott Drywall Materials, Inc. (“Marriott”). Marriott is an independent distributor of drywall and accessories, steel framing, insulation, tools, and fasteners, and has a 22-year track record serving the Greater Milwaukee, Wisconsin area. Terms of the transaction were not disclosed.
“The addition of Marriott further builds our residential and commercial market presence in the Milwaukee metropolitan area,” said Ruben Mendoza, FBM’s President and Chief Executive Officer. “With a strong track record of unparalleled customer service, Marriott is a welcome addition to the FBM network.”
The Company expects Marriott’s performance to be consistent with prior years, with an estimated $2.0 million to $3.0 million in net sales for the remainder of 2020. This acquisition is expected to be immediately accretive to the Company with financial benefits driven by increased scale and cost savings.
About Foundation Building Materials
Foundation Building Materials is a specialty distributor of wallboard, suspended ceilings systems, metal framing, and complementary products throughout North America. Based in Santa Ana, California, the Company employs more than 3,400 employees and operates over 170 branches across the U.S. and Canada. Learn more at www.fbmsales.com or follow us on LinkedIn, Twitter, Instagram or Facebook.
Forward-Looking Statements
This press release contains forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statements regarding the expected benefits to FBM and its shareholders from completing the acquisition, the expected revenue contribution by the acquired Company, the accretive benefits to FBM’s earnings, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meanings. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, without limitations, COVID-19 impacts, economic, competitive, governmental and technological factors outside of FBM’s control, that may cause the business, strategy or actual results to differ materially from the forward-looking statements. We do not intend, or undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those express in any forward-looking statement.
View source version on businesswire.com: https://www.businesswire.com/news/home/20200901006013/en/
Investor Relations
Foundation Building Materials
John Moten, IRC, 657-900-3213
VP Investor Relations
Investors@fbmsales.com
Or
Media Relations
Joele Frank, Wilkinson Brimmer Katcher
Ed Trissel or Joseph Sala, 212-355-4449
Source: Foundation Building Materials, Inc.
The post Foundation Building Materials Expands its Presence in the Greater Milwaukee Market with the Acquisition of Marriott Drywall Materials, Inc. appeared first on Foundation Building Materials - Construction Materials.
]]>The post Foundation Building Materials, Inc. Announces Second Quarter 2020 Results appeared first on Foundation Building Materials - Construction Materials.
]]>2020 Second Quarter Highlights
SANTA ANA, Calif.–(BUSINESS WIRE)– Foundation Building Materials, Inc. (NYSE: FBM), one of the largest specialty building products distributors of wallboard, suspended ceiling systems, metal framing and complementary and other products in North America, today reported second quarter 2020 financial results and provided a COVID-19 business update.
“Despite the decline in net sales due to the COVID-19 Pandemic, our stable profitability highlighted our second quarter results,” said Ruben Mendoza, President and CEO. “Our long-term strategic focus is unwavering. As we navigate through these challenging market conditions, we remain committed to our strategic priorities that will lead to long-term value creation for our company.”
2020 Second Quarter Results
Net sales for the three months ended June 30, 2020, were $486.1 million compared to $559.9 million for the three months ended June 30, 2019, representing a decrease of $73.8 million, or 13.2%. Net sales from base business decreased $77.4 million compared to the prior period. There was the same number of business days in the current period as compared to the prior period. Net sales from acquired branches and existing branches that were strategically combined increased by $3.6 million. Our base business net sales across all of our major product lines decreased during the three months ended June 30, 2020, compared to the three months ended June 30, 2019, primarily as a result of reduced business activity due to the impacts and disruptions caused by the novel coronavirus COVID-19 (the “COVID-19 Pandemic”).
Gross profit for the three months ended June 30, 2020, was $145.7 million compared to $171.5 million for the three months ended June 30, 2019, representing a decrease of $25.9 million, or 15.1%. The decrease in gross profit was primarily due to lower net sales. Gross margin for the three months ended June 30, 2020, was 30.0% compared to 30.6% for the three months ended June 30, 2019. The decrease in gross margin was primarily due to COVID-19 Pandemic related market disruptions.
Selling, general and administrative (“SG&A”) expenses for the three months ended June 30, 2020, were $106.3 million compared to $122.7 million for the three months ended June 30, 2019, representing a decrease of $16.5 million, or 13.4%. As a percentage of net sales, SG&A expenses were 21.9% for the three months ended June 30, 2020, compared to 21.9% for the three months ended June 30, 2019. SG&A expenses remained flat as a percentage of net sales primarily due to proactive actions taken to right-size our cost structure in response to a decline in net sales resulting from the COVID-19 Pandemic.
Net income from continuing operations for the three months ended June 30, 2020, was $9.9 million, or $0.23 per share, a decrease of $4.9 million compared to $14.7 million, or $0.34 per share, for the three months ended June 30, 2019. Adjusted net income(1) for the three months ended June 30, 2020, was $11.6 million, or $0.27 per share, a decrease of $4.2 million compared to $15.8 million, or $0.37 per share, for the three months ended June 30, 2019.
Adjusted EBITDA(1) was $42.3 million and adjusted EBITDA margin(1) was 8.7% for the three months ended June 30, 2020, compared to adjusted EBITDA(1) of $50.3 million and adjusted EBITDA margin(1) of 9.0% for the three months ended June 30, 2019.
2020 Year-to-Date Results
Net sales for the six months ended June 30, 2020, were $1,010.3 million compared to $1,074.8 million for the six months ended June 30, 2019, representing a decrease of $64.4 million, or 6.0%. Average daily net sales decreased 6.7% over the prior period. Net sales from base business decreased $78.9 million compared to the prior period, and average daily base business net sales decreased by 8.4% over the prior period. There was one more business day in the current period as compared to the prior period. Net sales from acquired branches and existing branches that were strategically combined increased by $14.5 million. Our base business net sales across all of our major product lines decreased primarily as a result of reduced business activity due to impacts of the COVID-19 Pandemic.
Gross profit for the six months ended June 30, 2020, was $307.8 million compared to $324.5 million for the six months ended June 30, 2019, representing a decrease of $16.7 million, or 5.1%. The decrease in gross profit was primarily due to lower net sales. Gross margin for the six months ended June 30, 2020, was 30.5% compared to 30.2% for the six months ended June 30, 2019. The increase in gross margin was primarily due to improved profitability driven by our ongoing pricing and purchasing initiatives that was partially offset by COVID-19 Pandemic related market disruptions.
SG&A expenses for the six months ended June 30, 2020, were $229.4 million compared to $240.0 million for the six months ended June 30, 2019, representing a decrease of $10.6 million, or 4.4%. As a percentage of net sales, SG&A expenses were 22.7% for the six months ended June 30, 2020, compared to 22.3% for the six months ended June 30, 2019. The increase in SG&A expenses as a percentage of net sales was primarily due to loss of sales leverage resulting from the COVID-19 Pandemic and our continued investment in various company-wide initiatives, partially offset by actions taken to right-size our cost structure in the second quarter in response to a decline in net sales.
Net income from continuing operations for the six months ended June 30, 2020, was $24.2 million, or $0.56 per share, an increase of $4.7 million compared to $19.5 million, or $0.45 per share, for the six months ended June 30, 2019. Adjusted net income(1) for the six months ended June 30, 2020, was $21.3 million, or $0.49 per share, a decrease of $0.5 million compared to $21.9 million, or $0.51 per share, for the six months ended June 30, 2019.
Adjusted EBITDA(1) was $82.5 million and adjusted EBITDA margin(1) was 8.2% for the six months ended June 30, 2020, compared to adjusted EBITDA(1) of $87.8 million and adjusted EBITDA margin(1) of 8.2% for the six months ended June 30, 2019.
COVID-19 Pandemic Business Update
Through July 2020, the COVID-19 Pandemic has had a negative impact on most of the markets in which the Company operates. In a select number of states, including Washington, California, Michigan, New Jersey, and the Commonwealth of Pennsylvania, the Company continued to have jobsite restrictions, which reduced branch operations. As a result, July 2020 net sales were down approximately 7% year over year. The Company continues to monitor the current environment and anticipates its future financial performance will be adversely impacted due to the effects of the COVID-19 Pandemic.
Second Quarter Earnings Release and Conference Call
In conjunction with this release, Foundation Building Materials, Inc. will host a conference call tomorrow, Tuesday, August 4, 2020, at 8:30 AM Eastern Time. Ruben Mendoza, President and Chief Executive Officer, John Gorey, Chief Financial Officer, Pete Welly, Chief Operating Officer, Kirby Thompson, Senior Vice President of Sales and Marketing and John Moten, Vice President Investor Relations will host the call.
The call can be accessed in three ways:
About Foundation Building Materials
Foundation Building Materials, Inc. is a specialty building products distributor of wallboard, suspended ceiling systems, metal framing, and complementary and other products throughout North America. Based in Santa Ana, California, the Company employs more than 3,400 employees and operates more than 170 branches across the United States and Canada. Learn more at www.fbmsales.com or follow us on LinkedIn, Twitter, Instagram, or Facebook.
Forward-Looking Statements
This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements contained in this press release relate to, among other things, the impact of the COVID-19 Pandemic on the Company’s business and financial performance, the effect of certain strategic actions and cost-saving initiatives taken by the Company, and the Company’s ability to create long-term value. The impacts and disruptions caused by the COVID-19 Pandemic are highly uncertain, cannot be accurately predicted, and will depend upon future developments outside the control of the Company, including the scope and duration of the outbreak, as well as the scope and impact of any government orders and restrictions designed to limit the further spread of COVID-19. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, public health and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. We do not intend and undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.
(1) Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted EPS and net debt leverage ratio are non-GAAP financial measures. See the supplementary schedules at the end of this press release, as well as the information provided under the heading “Non-GAAP Financial Measures” for a discussion of how we define and calculate these measures, why we believe they are important and a reconciliation thereof to the most directly comparable GAAP measures. For a calculation of our net debt leverage ratio as of June 30, 2020, see Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Quarterly Report on Form 10-Q for the three months ended June 30, 2020.
– Financial Tables Follow –
FOUNDATION BUILDING MATERIALS, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)(in thousands, except share and per share data) | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Net sales | $ | 486,090 | $ | 559,911 | $ | 1,010,348 | $ | 1,074,783 | ||||||||
Cost of goods sold | 340,435 | 388,374 | 702,535 | 750,286 | ||||||||||||
Gross profit | 145,655 | 171,537 | 307,813 | 324,497 | ||||||||||||
Operating expenses: | ||||||||||||||||
Selling, general and administrative expenses | 106,257 | 122,735 | 229,354 | 239,965 | ||||||||||||
Depreciation and amortization | 19,288 | 20,351 | 38,507 | 40,693 | ||||||||||||
Total operating expenses | 125,545 | 143,086 | 267,861 | 280,658 | ||||||||||||
Income from operations | 20,110 | 28,451 | 39,952 | 43,839 | ||||||||||||
Interest expense | (7,153 | ) | (8,341 | ) | (14,886 | ) | (16,897 | ) | ||||||||
Gain on legal settlement | — | — | 8,556 | — | ||||||||||||
Other income (expense), net | 547 | 44 | (475 | ) | 85 | |||||||||||
Income before income taxes | 13,504 | 20,154 | 33,147 | 27,027 | ||||||||||||
Income tax expense | 3,647 | 5,433 | 8,914 | 7,478 | ||||||||||||
Income from continuing operations | 9,857 | 14,721 | 24,233 | 19,549 | ||||||||||||
Loss on sale from discontinued operations, net of tax | — | (44 | ) | — | (1,390 | ) | ||||||||||
Net income | $ | 9,857 | $ | 14,677 | $ | 24,233 | $ | 18,159 | ||||||||
Earnings per share data: | ||||||||||||||||
Earnings from continuing operations per share – basic | 0.23 | 0.34 | 0.56 | 0.45 | ||||||||||||
Earnings from continuing operations per share – diluted | 0.23 | 0.34 | 0.56 | 0.45 | ||||||||||||
Loss from discontinued operations per share – basic | — | — | — | (0.03 | ) | |||||||||||
Loss from discontinued operations per share – diluted | — | — | — | (0.03 | ) | |||||||||||
Earnings per share – basic | 0.23 | 0.34 | 0.56 | 0.42 | ||||||||||||
Earnings per share – diluted | 0.23 | 0.34 | 0.56 | 0.42 | ||||||||||||
Weighted average shares outstanding: | ||||||||||||||||
Basic | 43,203,894 | 42,987,915 | 43,124,793 | 42,960,124 | ||||||||||||
Diluted | 43,332,225 | 43,245,353 | 43,440,723 | 43,064,496 |
FOUNDATION BUILDING MATERIALS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(in thousands, except share data) | ||||||||
June 30, 2020 | December 31, 2019 | |||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 31,122 | $ | 17,766 | ||||
Accounts receivable—net of allowance for expected credit losses of $2,896 and $3,169, respectively | 263,340 | 262,757 | ||||||
Other receivables | 35,003 | 59,104 | ||||||
Inventories | 159,615 | 178,624 | ||||||
Prepaid expenses and other current assets | 9,386 | 7,965 | ||||||
Total current assets | 498,466 | 526,216 | ||||||
Property and equipment, net | 149,195 | 150,188 | ||||||
Right-of-use assets, net | 126,290 | 120,562 | ||||||
Intangible assets, net | 89,776 | 113,861 | ||||||
Goodwill | 494,159 | 495,724 | ||||||
Other assets | 6,607 | 5,206 | ||||||
Total assets | $ | 1,364,493 | $ | 1,411,757 | ||||
Liabilities and stockholders’ equity: | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 145,267 | $ | 145,226 | ||||
Accrued payroll and employee benefits | 25,458 | 31,410 | ||||||
Accrued taxes | 9,594 | 8,780 | ||||||
Current portion of tax receivable agreement | 8,537 | 27,850 | ||||||
Current portion of term loan | 4,500 | 4,500 | ||||||
Current portion of lease liabilities | 31,508 | 30,307 | ||||||
Other current liabilities | 19,336 | 18,557 | ||||||
Total current liabilities | 244,200 | 266,630 | ||||||
Asset-based revolving credit facility | 40,000 | 89,000 | ||||||
Long-term portion of term loan, net | 432,950 | 434,633 | ||||||
Tax receivable agreement | 80,996 | 89,533 | ||||||
Deferred income taxes, net | 21,670 | 18,972 | ||||||
Long-term portion of lease liabilities | 100,867 | 97,145 | ||||||
Other liabilities | 14,388 | 7,679 | ||||||
Total liabilities | 935,071 | 1,003,592 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.001 par value, authorized 10,000,000 shares; 0 shares issued | — | — | ||||||
Common stock, $0.001 par value, authorized 190,000,000 shares; 43,205,678 and 42,991,016 shares issued, respectively | 13 | 13 | ||||||
Additional paid-in capital | 338,820 | 336,362 | ||||||
Retained earnings | 98,487 | 74,254 | ||||||
Accumulated other comprehensive loss | (7,898 | ) | (2,464 | ) | ||||
Total stockholders’ equity | 429,422 | 408,165 | ||||||
Total liabilities and stockholders’ equity | $ | 1,364,493 | $ | 1,411,757 |
FOUNDATION BUILDING MATERIALS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(in thousands) | ||||||||
Six Months Ended June 30, | ||||||||
2020 | 2019 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 24,233 | $ | 18,159 | ||||
Less: loss on sale of discontinued operations | — | (1,390 | ) | |||||
Net income from continuing operations | 24,233 | 19,549 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities from continuing operations: | ||||||||
Depreciation | 14,598 | 17,558 | ||||||
Amortization of intangible assets | 23,909 | 23,135 | ||||||
Amortization of debt issuance costs and debt discount | 1,080 | 992 | ||||||
Inventory fair value purchase accounting adjustment | — | 234 | ||||||
Provision for expected credit losses | 1,366 | 1,525 | ||||||
Stock-based compensation | 2,828 | 1,939 | ||||||
Loss (gain) on disposal or sale of assets | 708 | (67 | ) | |||||
Right-of-use assets non-cash expense | 15,057 | 13,601 | ||||||
Deferred income taxes | 3,334 | 271 | ||||||
Change in assets and liabilities, net of effects of acquisitions: | ||||||||
Accounts receivable | 208 | (43,441 | ) | |||||
Other receivables | 23,435 | 13,581 | ||||||
Inventories | 20,053 | (1,291 | ) | |||||
Prepaid expenses and other current assets | (1,472 | ) | (3,123 | ) | ||||
Other assets | (6 | ) | (121 | ) | ||||
Accounts payable | 1,333 | 23,429 | ||||||
Accrued payroll and employee benefits | (5,802 | ) | (3,057 | ) | ||||
Accrued taxes | 827 | (2,291 | ) | |||||
Operating lease liabilities | (14,752 | ) | (13,345 | ) | ||||
Other liabilities | 4,365 | 4,126 | ||||||
Net cash provided by operating activities from continuing operations | 115,302 | 53,204 | ||||||
Cash flows from investing activities from continuing operations: | ||||||||
Purchases of property and equipment | (13,263 | ) | (15,052 | ) | ||||
Proceeds from termination of net investment hedge | — | 3,313 | ||||||
Net (payments of) proceeds from net working capital adjustments related to acquisitions | (34 | ) | 470 | |||||
Proceeds from disposal or sale of assets | 980 | 2,376 | ||||||
Acquisitions, net of cash acquired | (8,638 | ) | (21,923 | ) | ||||
Net cash used in investing activities from continuing operations | (20,955 | ) | (30,816 | ) | ||||
Cash flows from financing activities from continuing operations: | ||||||||
Proceeds from asset-based revolving credit facility | 322,500 | 281,620 | ||||||
Repayments of asset-based revolving credit facility | (371,500 | ) | (291,371 | ) | ||||
Principal payments for term loan | (2,250 | ) | (2,250 | ) | ||||
Payment related to tax receivable agreement | (27,850 | ) | (16,667 | ) | ||||
Tax withholding payment related to net settlement of equity awards | (370 | ) | (138 | ) | ||||
Principal repayment of finance lease liabilities | (1,355 | ) | (1,319 | ) | ||||
Net cash used in financing activities from continuing operations | (80,825 | ) | (30,125 | ) | ||||
Net cash used in investing activities from discontinued operations | — | (1,390 | ) | |||||
Net cash used in discontinued operations | — | (1,390 | ) | |||||
Effect of exchange rate changes on cash | (166 | ) | 282 | |||||
Net increase (decrease) in cash | 13,356 | (8,845 | ) | |||||
Cash and cash equivalents at beginning of period | 17,766 | 15,299 | ||||||
Cash and cash equivalents at end of period | $ | 31,122 | $ | 6,454 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for income taxes | $ | 190 | $ | 5,091 | ||||
Cash paid for interest | $ | 14,186 | $ | 16,477 | ||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Decrease in fair value of derivatives, net of tax | $ | 1,525 | $ | 6,012 | ||||
Net goodwill increase for purchase price allocation | $ | 47 | $ | 57 |
FOUNDATION BUILDING MATERIALS, INC.NET SALES BY MAJOR PRODUCT LINE, GROSS PROFIT AND GROSS MARGINFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019 (UNAUDITED)(dollars in thousands) | |||||||||||||||||||||
Three Months Ended June 30, | Change | ||||||||||||||||||||
2020 | 2019 | $ | % | ||||||||||||||||||
Wallboard | $ | 188,588 | 38.8 | % | $ | 214,059 | 38.2 | % | $ | (25,471 | ) | (11.9 | )% | ||||||||
Suspended ceiling systems | 91,508 | 18.8 | % | 106,176 | 19.0 | % | (14,668 | ) | (13.8 | )% | |||||||||||
Metal framing | 82,188 | 16.9 | % | 102,425 | 18.3 | % | (20,237 | ) | (19.8 | )% | |||||||||||
Complementary and other products | 123,806 | 25.5 | % | 137,251 | 24.5 | % | (13,445 | ) | (9.8 | )% | |||||||||||
Total net sales | $ | 486,090 | 100.0 | % | $ | 559,911 | 100.0 | % | $ | (73,821 | ) | (13.2 | )% | ||||||||
Total gross profit | $ | 145,655 | $ | 171,537 | $ | (25,882 | ) | (15.1 | )% | ||||||||||||
Total gross margin | 30.0 | % | 30.6 | % | (0.6 | )% | |||||||||||||||
Six Months Ended June 30, | Change | ||||||||||||||||||||
2020 | 2019 | $ | % | ||||||||||||||||||
Wallboard | $ | 390,856 | 38.7 | % | $ | 416,973 | 38.8 | % | $ | (26,117 | ) | (6.3 | )% | ||||||||
Suspended ceiling systems | 190,014 | 18.8 | % | 195,172 | 18.2 | % | (5,158 | ) | (2.6 | )% | |||||||||||
Metal framing | 175,522 | 17.4 | % | 201,676 | 18.8 | % | (26,154 | ) | (13.0 | )% | |||||||||||
Complementary and other products | 253,956 | 25.1 | % | 260,962 | 24.2 | % | (7,006 | ) | (2.7 | )% | |||||||||||
Total net sales | $ | 1,010,348 | 100.0 | % | $ | 1,074,783 | 100.0 | % | $ | (64,435 | ) | (6.0 | )% | ||||||||
Total gross profit | $ | 307,813 | $ | 324,497 | $ | (16,684 | ) | (5.1 | )% | ||||||||||||
Total gross margin | 30.5 | % | 30.2 | % | 0.3 | % | |||||||||||||||
FOUNDATION BUILDING MATERIALS, INC.BASE BUSINESS AND ACQUIRED AND COMBINED NET SALESFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019 (UNAUDITED)(dollars in thousands) | |||||||||||||||
Three Months Ended June 30, | Change | ||||||||||||||
2020 | 2019 | $ | % | ||||||||||||
Base business (1) | $ | 457,811 | $ | 535,185 | $ | (77,374 | ) | (14.5 | )% | ||||||
Acquired and combined (2) | 28,279 | 24,726 | 3,553 | 14.4 | % | ||||||||||
Net sales | $ | 486,090 | $ | 559,911 | $ | (73,821 | ) | (13.2 | )% |
(1) Represents net sales from branches that were owned by us since January 1, 2019, and branches that were opened by us during such period.
(2) Represents branches acquired and combined after January 1, 2019, primarily as a result of our strategic combination of branches.
Six Months Ended June 30, | Change | |||||||||||||
2020 | 2019 | $ | % | |||||||||||
Base business (1) | $ | 951,189 | $ | 1,030,103 | $ | (78,914 | ) | (7.7 | )% | |||||
Acquired and combined (2) | 59,159 | 44,680 | 14,479 | 32.4 | % | |||||||||
Net sales | $ | 1,010,348 | $ | 1,074,783 | $ | (64,435 | ) | (6.0 | )% |
(1) Represents net sales from branches that were owned by us since January 1, 2019, and branches that were opened by us during such period.
(2) Represents branches acquired and combined after January 1, 2019, primarily as a result of our strategic combination of branches.
FOUNDATION BUILDING MATERIALS, INC.BASE BUSINESS AND ACQUIRED AND COMBINED NET SALES BY MAJOR PRODUCT LINEFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019 (UNAUDITED)(dollars in thousands) | ||||||||||||||||||||||||
Three Months Ended June 30, 2019 | Base Business Net Sales Change | Acquired and Combined Net Sales Change | Three Months Ended June 30, 2020 | Total Net Sales % Change | Base Business Net Sales % Change(1) | Acquired and Combined Net Sales % Change(2) | ||||||||||||||||||
Wallboard | $ | 214,059 | $ | (27,410 | ) | $ | 1,939 | $ | 188,588 | (11.9 | )% | (13.3 | )% | 23.4 | % | |||||||||
Suspended ceiling systems | 106,176 | (15,112 | ) | 444 | 91,508 | (13.8 | )% | (15.0 | )% | 8.2 | % | |||||||||||||
Metal framing | 102,425 | (20,272 | ) | 35 | 82,188 | (19.8 | )% | (20.6 | )% | 0.9 | % | |||||||||||||
Complementary and other products | 137,251 | (14,580 | ) | 1,135 | 123,806 | (9.8 | )% | (11.2 | )% | 16.1 | % | |||||||||||||
Net sales | $ | 559,911 | $ | (77,374 | ) | $ | 3,553 | $ | 486,090 | (13.2 | )% | (14.5 | )% | 14.4 | % | |||||||||
Average daily net sales(3) | $ | 8,749 | $ | (1,209 | ) | $ | 55 | $ | 7,595 | (13.2 | )% | (14.5 | )% | 14.4 | % |
(1) Represents base business net sales change as a percentage of base business net sales for the three months ended June 30, 2019.
(2) Represents acquired and combined net sales change as a percentage of acquired and combined net sales for the three months ended June 30, 2019.
(3) The number of business days for the three months ended June 30, 2020 and 2019 was 64 for both periods.
Six Months Ended June 30, 2019 | Base Business Net Sales Change | Acquired and Combined Net Sales Change | Six Months Ended June 30, 2020 | Total Net Sales % Change | Base Business Net Sales % Change(1) | Acquired and Combined Net Sales % Change(2) | ||||||||||||||||||
Wallboard | $ | 416,973 | $ | (30,383 | ) | $ | 4,266 | $ | 390,856 | (6.3 | )% | (7.6 | )% | 26.7 | % | |||||||||
Suspended ceiling systems | 195,172 | (10,995 | ) | 5,837 | 190,014 | (2.6 | )% | (5.9 | )% | 73.1 | % | |||||||||||||
Metal framing | 201,676 | (26,888 | ) | 734 | 175,522 | (13.0 | )% | (13.9 | )% | 9.4 | % | |||||||||||||
Complementary and other products | 260,962 | (10,648 | ) | 3,642 | 253,956 | (2.7 | )% | (4.3 | )% | 28.2 | % | |||||||||||||
Net sales | $ | 1,074,783 | $ | (78,914 | ) | $ | 14,479 | $ | 1,010,348 | (6.0 | )% | (7.7 | )% | 32.4 | % | |||||||||
Average daily net sales(3) | $ | 8,463 | $ | (680 | ) | $ | 110 | $ | 7,893 | (6.7 | )% | (8.4 | )% | 31.4 | % |
(1) Represents base business net sales change as a percentage of base business net sales for the six months ended June 30, 2019.
(2) Represents acquired and combined net sales change as a percentage of acquired and combined net sales for the six months ended June 30, 2019.
(3) The numbers of business days for the six months ended June 30, 2020 and 2019 were 128 and 127, respectively.
Non-GAAP Financial Measures
In addition to presenting financial results prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), this press release contains certain non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted net income, net debt leverage ratio and adjusted earnings per share, which are provided as supplemental measures of financial performance. These measures are not required by, or presented in accordance with, GAAP. The Company calculates adjusted EBITDA as net income from continuing operations before interest expense, net, income tax expense, depreciation and amortization, stock-based compensation, and other non-recurring adjustments such as loss (gain) on disposal or sale of assets, gain on legal settlement and transaction costs. The Company calculates adjusted EBITDA margin as adjusted EBITDA divided by net sales. The Company calculates adjusted net income as net income from continuing operations before stock-based compensation, and other non-recurring adjustments such as loss (gain) on disposal or sale of assets, gain on legal settlement and transaction costs. The Company calculates adjusted earnings per share as adjusted net income on a per weighted average share outstanding basis. For a calculation of net debt leverage ratio, see Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Quarterly Report on Form 10-Q for the three months ended June 30, 2020.
These non-GAAP financial measures are presented because they are important metrics used by management as a means by which it assesses financial performance. We believe these measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry. These measures, when used in conjunction with the most directly comparable GAAP financial measures, provide investors with an additional financial analytical framework that may be useful in assessing the Company’s financial condition and results of operations.
These non-GAAP financial measures have certain limitations, which are discussed in greater detail in the Company’s filings with the Securities and Exchange Commission. These measures should not be considered as alternatives to measures of financial performance prepared in accordance with GAAP. In addition, these measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. Furthermore, these measures are not intended to be considered liquidity measures. Other companies, including other companies in the Company’s industry, may not use these measures or may calculate one or more of these measures differently than the Company does, limiting their usefulness as comparative measures.
The following is a reconciliation of adjusted EBITDA to the most directly comparable GAAP measure, net income from continuing operations (unaudited):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||
(dollars in thousands) | ||||||||||||||
Net income from continuing operations | 9,857 | $ | 14,721 | 24,233 | 19,549 | |||||||||
Interest expense, net | 7,127 | 8,402 | 14,818 | 16,987 | ||||||||||
Income tax expense | 3,647 | 5,433 | 8,914 | 7,478 | ||||||||||
Depreciation and amortization | 19,288 | 20,351 | 38,507 | 40,693 | ||||||||||
Stock-based compensation | 1,435 | 1,110 | 2,828 | 1,939 | ||||||||||
Loss (gain) on disposal or sale of assets | 657 | (258 | ) | 708 | (67 | ) | ||||||||
Gain on legal settlement | — | — | (8,556 | ) | — | |||||||||
Transaction costs(a) | 245 | 582 | 1,084 | 1,227 | ||||||||||
Adjusted EBITDA | $ | 42,256 | 50,341 | 82,536 | 87,806 | |||||||||
Adjusted EBITDA margin(b) | 8.7 | % | 9.0 | % | 8.2 | % | 8.2 | % | ||||||
(a) | Represents costs related to our transactions, including fees to financial advisors, accountants, attorneys, and other professionals, as well as certain internal corporate development costs. The costs also include non-cash purchase accounting effects to adjust for the effect of the purchase accounting step-up in the value of inventory to fair value recognized as a result of acquisitions. | |
(b) | Adjusted EBITDA margin represents adjusted EBITDA divided by net sales. |
The following is a reconciliation of adjusted net income to the most directly comparable GAAP measure, net income from continuing operations (unaudited):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
(in thousands, except share and per share data) | |||||||||||||||
Net income from continuing operations | $ | 9,857 | $ | 14,721 | $ | 24,233 | $ | 19,549 | |||||||
Stock-based compensation | 1,435 | 1,110 | 2,828 | 1,939 | |||||||||||
Loss (gain) on disposal or sale of assets | 657 | (258 | ) | 708 | (67 | ) | |||||||||
Gain on legal settlement | — | — | (8,556 | ) | — | ||||||||||
Transaction costs(a) | 245 | 582 | 1,084 | 1,227 | |||||||||||
Tax effects(b) | (602 | ) | (366 | ) | 1,014 | (792 | ) | ||||||||
Adjusted net income | $ | 11,592 | $ | 15,789 | $ | 21,311 | $ | 21,856 | |||||||
Earnings per share data as reported: | |||||||||||||||
Basic | $ | 0.23 | $ | 0.34 | $ | 0.56 | $ | 0.45 | |||||||
Diluted | $ | 0.23 | $ | 0.34 | $ | 0.56 | $ | 0.45 | |||||||
Earnings per share data as adjusted: | |||||||||||||||
Basic | $ | 0.27 | $ | 0.37 | $ | 0.49 | $ | 0.51 | |||||||
Diluted | $ | 0.27 | $ | 0.37 | $ | 0.49 | $ | 0.51 | |||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 43,203,894 | 42,987,915 | 43,124,793 | 42,960,124 | |||||||||||
Diluted | 43,332,225 | 43,245,353 | 43,440,723 | 43,064,496 |
(a) | Represents costs related to our transactions, including fees to financial advisors, accountants, attorneys, and other professionals, as well as certain internal corporate development costs. The costs also include non-cash purchase accounting effects to adjust for the effect of the purchase accounting step-up in the value of inventory to fair value recognized as a result of acquisitions. | |
(b) | Represents the impact of corporate income taxes. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20200803005772/en/
Investor Relations:
John Moten, IRC
Foundation Building Materials, Inc.
657-900-3200
Investors@fbmsales.com
Media Relations:
Joele Frank, Wilkinson Brimmer Katcher
Jed Repko or Ed Trissel
212-355-4449
Source: Foundation Building Materials, Inc.
The post Foundation Building Materials, Inc. Announces Second Quarter 2020 Results appeared first on Foundation Building Materials - Construction Materials.
]]>The post Foundation Building Materials, Inc. Announces Second Quarter 2020 Earnings Release Date and Conference Call appeared first on Foundation Building Materials - Construction Materials.
]]>SANTA ANA, Calif.–(BUSINESS WIRE)– Foundation Building Materials, Inc. (FBM or the “Company”) (NYSE: FBM), one of the largest specialty distributors of wallboard, suspended ceilings systems, metal framing, and complementary products in North America, announced today the Company will release its second quarter 2020 financial results after the market close on Monday, August 3, 2020, and host a conference call the following day. The conference call is scheduled for 8:30 AM Eastern Time Tuesday, August 4, 2020.
The call can be accessed in three ways:
About Foundation Building Materials
Foundation Building Materials is a specialty distributor of wallboard, suspended ceiling systems, metal framing, and complementary products throughout North America. Based in Santa Ana, California, the Company employs more than 3,400 people and operates over 175 branches across the U.S. and Canada.
View source version on businesswire.com: https://www.businesswire.com/news/home/20200714005611/en/
Investor Relations
Foundation Building Materials
John Moten, IRC, 657-900-3213
VP Investor Relations
Investors@fbmsales.com
Or
Media Relations
Joele Frank, Wilkinson Brimmer Katcher
Jed Repko or Ed Trissel, 212-355-4449
Source: Foundation Building Materials, Inc.
The post Foundation Building Materials, Inc. Announces Second Quarter 2020 Earnings Release Date and Conference Call appeared first on Foundation Building Materials - Construction Materials.
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