Forterra Announces Definitive Agreement with Thompson Pipe Group
Thompson Pipe Group to Acquire Forterra's U.S. Concrete and Steel Pressure Pipe Assets
Forterra to Acquire Thompson Pipe's Drainage Pipe & Products Manufacturing Facility with a Strategic Position in Houston Market
IRVING, Texas, June 26, 2017 (GLOBE NEWSWIRE) -- Forterra, Inc. ("Forterra" or the "Company") (Nasdaq:FRTA), a leading manufacturer of water infrastructure pipe and products in the United States and Eastern Canada, today announced it has entered into a definitive agreement to sell the U.S. concrete and steel pressure pipe assets of its Water Pipe and Products business segment to Thompson Pipe Group. The transaction is subject to customary closing conditions and is expected to close in the third quarter of 2017.
Under the terms of the agreement, an affiliate of Thompson Pipe Group will acquire assets related to five Forterra manufacturing facilities and a fittings facility. Forterra will receive approximately $23.2 million in cash, exclusive of fees and expenses, as well as assets relating to a drainage pipe and products manufacturing facility located in Conroe, Texas, which primarily serves the Houston market. The Company intends to use the net proceeds from the transaction to pay down debt. The transaction is expected to be immediately accretive to the Company's earnings, margins and cash flows.
"After a review of strategic alternatives to enhance shareholder value, we are pleased to reach this agreement with Thompson Pipe Group," said Jeff Bradley, CEO of Forterra. "We believe this transaction, which includes not only the divestiture of non-core assets, but also the acquisition of a drainage pipe and products facility in the large Houston market, will enable us to sharpen our focus on our core business and high-margin growth opportunities and more efficiently allocate capital to execute our strategic objectives."
Key Transaction Rationale
· Expected to be immediately accretive to Forterra's earnings, margins and cash flows:
Eliminates significant working capital requirements associated with contracts with uncertain delivery schedules; and
Reduces expected maintenance capital expenditure requirements.
· Acquisition of Houston-area plant bolsters Forterra's strategic position in a large and growing market, and will become part of Forterra's Drainage Pipe and Products business segment.
· With the asset sale, Forterra will focus on its core drainage and ductile iron pipe product lines with favorable end-market fundamentals:
The Company's U.S. concrete and steel pressure pipe assets have minimal synergies with the remaining core business due to limited customer overlap, separate manufacturing facilities and a different manufacturing process.
· Exits a business with unfavorable market dynamics in the United States:
Long-term projects subject to customer delays can create earnings volatility; and
Narrow market segment with significant competition and limited near-term catalysts for improvement in demand.
The following is a summary of certain financial information for the U.S. Concrete and Steel Pressure Pipe assets to be sold in the transaction:
· For the year ended December 31, 2016, net sales were $99.7 million, net loss was $1.6 million and Adjusted EBITDA1 was $1.4 million
· For the quarter ended March 31, 2016 as compared to the quarter ended March 31, 2017, net sales declined from $30.0 million to $27.7 million, net income of $1.0 million declined to a net loss of $6.1 million and Adjusted EBITDA1 of $1.9 million declined to a loss of $5.5 million
Forterra, Inc. (Nasdaq:FRTA) is a leading manufacturer of water and drainage pipe and products in the U.S. and Eastern Canada for a variety of water-related infrastructure applications, including water transmission, distribution, drainage and stormwater management. Based in Irving, Texas, Forterra's product breadth and scale help make it a one-stop shop for water-related pipe and products, and a preferred supplier to a wide variety of customers, including contractors, distributors and municipalities. For more information on Forterra, visit forterrabp.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. 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 historical information available at the time the statements are made and are based on management's reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company's control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company's filings with the Securities and Exchange Commission 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 is a non-GAAP measure. See Appendix A for how we define this measure, a discussion of why we believe it is useful and reconciliation thereof to the most directly comparable GAAP financial measure.
Reconciliation of Non-GAAP Measure (Unaudited)
In addition to results calculated under generally accepted accounting principles in the United States ("GAAP"), in this press release we also present adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure and has been presented in this press release as a supplemental measure of financial performance that is not required by, or presented in accordance with GAAP. We calculate adjusted EBITDA as net income (loss) before interest expense, income tax benefit (expense), depreciation and amortization and before impairment and restructuring charges, (gains)/losses on the sale of property, plant and equipment and certain other income and expenses, such as transaction costs, carve-out costs related to our separation from HeidelbergCement and costs associated with disposed sites.
Adjusted EBITDA is presented in this press release because it is an important metric used by management as one of the means by which it assesses our financial performance. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We use adjusted EBITDA as a supplement to GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, to allocate resources and to compare our performance relative to our peers. Adjusted EBITDA is also an important measure for assessing our operating results and evaluating operating performance on a consistent basis, by excluding the impacts of depreciation, amortization, income tax expense, interest expense and other items not indicative of ongoing operating performance. Additionally, this measure, when used in conjunction with related GAAP financial measures, provides investors with additional financial analytical framework which management uses, in addition to historical operating results, as the basis for financial, operational and planning decisions and present measurements that third parties have indicated are useful in assessing the Company and its results of operations.
Adjusted EBITDA has certain limitations. Adjusted EBITDA should not be considered as an alternative to net income or as a substitute for any other measure of financial performance calculated in accordance with GAAP. This measure also should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items for which these non-GAAP measures make adjustments. Adjusted EBITDA is not intended to be a liquidity measure because of certain limitations such as: (i) it does not reflect cash outlays for capital expenditures or future contractual commitments; (ii) it does not reflect changes in, or cash requirements for, working capital; (iii) it does not reflect interest expense, or the cash requirements necessary to service interest, or principal payments, on indebtedness; (iv) it does not reflect income tax expense or the tax necessary to pay income taxes; and (v) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and this non-GAAP measure does not reflect cash requirements for such replacements.
Other companies, including other companies in our industry, may not use this measure or may calculate this measure differently than as presented in this press release, limiting its usefulness as a comparative measure. In evaluating adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the adjustments made in the calculations below and the presentation of adjusted EBITDA should not be construed to mean that our future results will be unaffected by such adjustments. Management compensates for these limitations by using adjusted EBITDA as a supplemental financial metric and in conjunction with results prepared in accordance with GAAP.
|Forterra's U.S. Concrete and Steel Pressure Pipe Assets|
|Reconciliation of net income (loss) to adjusted EBITDA|
|($ in thousands)|
|Three months ended March 31,||Year ended December 31,|
|Net income (loss)||$||(6,071||)||$||956||$||(1,594||)|
|Depreciation and amortization||750||985||3,639|
|Income tax expense||-||-||1,828|
|(Gain) loss on sale of property, plant & equipment, net1||358||-||(129||)|
|Other (gains) expenses3||(538||)||-||(3,263||)|
|1 (Gain) loss on sale of property, plant and equipment, primarily related to the disposition of manufacturing facilities.|
|2 Non-cash equity compensation expense.|
|3 Other (gains) losses, such as gain on insurance proceeds related to the destruction of property.|
Executive Vice President, Chief Financial Officer
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Forterra, Inc. via Globenewswire
Följ NASDAQ OMX
Skriv in din e-postadress så får du ett mejl när vi har något nytt att berätta.
Senaste pressmeddelandena från NASDAQ OMX
Nasdaq Welcomes Secoo Holding Limited (Nasdaq: SECO) to The Nasdaq Global Market22.9.2017 21:11 | Pressmeddelande
NEW YORK, Sept. 22, 2017 (GLOBE NEWSWIRE) -- Secoo Holding Limited (Nasdaq:SECO), Asia's largest online integrated upscale products and services platform, rang the opening bell at the Nasdaq MarketSite in Times Square today in celebration of its initial public offering (IPO) on The Nasdaq Global Market. Photos accompanying this announcement are available at http://www.globenewswire.com/NewsRoom/AttachmentNg/45f7dc57-524d-4463-a839-d201c341a0f1 http://www.globenewswire.com/NewsRoom/AttachmentNg/149603ca-4949-4531-bf94-aeb6ded2e6df http://www.globenewswire.com/NewsRoom/AttachmentNg/e80a55e0-3858-41cb-80d3-9c9296d6143a Secoo is a consumer-focused online retail platform that offers offline experience centers to provide customer support and membership services. Secoo has built a trusted and comprehensive global supply chain for upscale produ
Alipay teams up with Nordic partners to bring "smart tourism" to Chinese visitors22.9.2017 11:42 | Pressmeddelande
HANGZHOU, China, Sept. 22, 2017 (GLOBE NEWSWIRE) -- Alipay, the world's largest online and mobile payment platform, operated by Ant Financial Services Group ("Ant Financial", "Ant"), today announced that it has signed separate MoUs with Finpro (Finland), Svensk Handel (Sweden) and the Scandinavian Tourist Board, which will enable merchants across Nordic region to accept payment via Alipay and reach Chinese customers before, during and after their visit via Alipay's in-app marketing platform. This will bring Chinese tourists the same convenient payment and travel experience that they enjoy in China. Douglas Feagin, President of International Business, Ant Financial Services Group, said, "Alipay has been leading the trend of smart living in China. People not only use Alipay for payment, but also for settlement of all types of needs in their daily life. As part of our globalization strategy, we are focused on working with local partners to bring this
OpenAire brings in the sun with retractable structures across Europe22.9.2017 08:00 | Pressmeddelande
OAKVILLE, Ontario, Sept. 22, 2017 (GLOBE NEWSWIRE) -- Venues around the world have been thrilled by OpenAire's retractable roof and enclosure designs since 1989. In 28 years, OpenAire's team of experts has completed nearly 1,000 unique retractable roof enclosures and operable skylights for venues of every size and kind internationally, including many groundbreaking designs across Europe. From Russia to warm and sunny Gibraltar, OpenAire has provided many commercial enterprises, resorts and even some private residences with beautiful retractable enclosures that suit their location and climate perfectly. OpenAire works closely with every client from the start, providing them with the flexibility to make their visions a reality. Many clients across Europe have seen increased business and excellent reviews after building an OpenAire solution. Some notable OpenAire designs include: Aqua Sferra's record-breaking 5,667 m2 (60,999 sq. ft.) free-standing aluminum dome housing its indoor
XBiotech to Present at Cantor Fitzgerald's Global Healthcare Conference21.9.2017 14:00 | Pressmeddelande
AUSTIN, Texas, Sept. 21, 2017 (GLOBE NEWSWIRE) -- XBiotech Inc. (NASDAQ:XBIT) announced today that management will be presenting at Cantor Fitzgerald's Global Healthcare Conference taking place September 25-27 at the InterContinental New York Barclay Hotel in New York City. Mr. Benjamin Guzman, the Company's Senior Vice President of Corporate Strategy & Finance, will provide a corporate overview on Wednesday, September 27th at 2:50pm Eastern Time. About True Human(TM) Therapeutic Antibodies Unlike previous generations of antibody therapies, XBiotech's True Human(TM) antibodies are derived without modification from individuals who possess natural immunity to certain diseases. With discovery and clinical programs across multiple disease areas, XBiotech's True Human antibodies have the potential to harness the body's natural immunity to fight disease with increased safety, efficacy and tolerability. About XBiotech
At the 10th anniversary of the iPhone, Chairman of Pilatus Bank draws a stark comparison of the role technology has played in banking vs telecommunication21.9.2017 08:58 | Pressmeddelande
LONDON, Sept. 21, 2017 (GLOBE NEWSWIRE) -- Ali Sadr, Chairman of Pilatus Bank, believes that banks have failed to capture the true essence of technology for improving quality of service, as well as lacking the vision necessary to capture customers' imaginations. Meanwhile, other industries have been revolutionized and continue to thrive by the same technology. America has in the last 10 years been forced to close 10,000 branches. Since 2008, Europe has lost close to 48,000 branches, which is more than 20% of its branch network. There is little doubt that branch banking is on the decline, and online banking is failing to provide a quality service. As we mark the 10th anniversary of the iPhone, Ali Sadr, Chairman of Pilatus Bank, gives a sobering count of the current state of affairs in the use of technology among well established banks, and elaborates on a vision that has the potential to become the largest revolution the banking industry is yet to experience. Chairman Al
Immunicum AB (publ) to Present Preclinical Data on Ilixadencel's Mode of Action at the SITC Meeting in the US21.9.2017 08:00 | Pressmeddelande
Press Release 21 September 2017 Immunicum AB (publ) to Present Preclinical Data on Ilixadencel's Mode of Action at the SITC Meeting in the US Immunicum AB (publ; First North Premier: IMMU.ST) a biopharmaceutical company advancing a novel immune-priming cancer treatment against a variety of solid tumors, today announced that the Society for Immunotherapy of Cancer (SITC) has accepted an abstract on ilixadencel's mode of action for a poster presentation at the SITC 32 nd Annual Meeting, held November 8-12, 2017 at the Gaylord National Hotel & Convention Center in National Harbor, Maryland. The poster titled "In vitro mode of action of ilixadencel - a cell-based allogeneic immune primer for intratumoral administration" will be presented by Immunicum's Chief Scientific Officer, Alex Karlsson-Parra. Immunicum will announce the complete data through a press relea
I vårt pressrum kan du läsa de senaste pressmeddelandena, få tillgång till pressmaterial och hitta kontaktinformation.Besök vårt pressrum