- Posted record first-quarter net sales of $1,567 million, growth
of 23.7 percent from the same quarter last year
- Generated earnings of $0.79 per diluted common share; $0.66
adjusted net income per diluted common share
- Improved net operating cash flow to $190 million and net debt
leverage to 3.3x
- Announced divestiture of coil coatings business for $500
million
Cornerstone Building Brands, Inc. (NYSE: CNR)
(“Cornerstone Building Brands” or the “Company”), the largest
manufacturer of exterior building products in North America, today
reported strong financial results for the first quarter of
2022.
First-Quarter 2022 Financial
Highlights
Net sales for the first quarter were $1,566.8 million, an
increase of 23.7 percent from the same quarter last year. The
growth was primarily driven by favorable price actions across all
segments in response to rising commodity costs and other
inflationary impacts coupled with $45.1 million from strategic
acquisitions net of divestitures from portfolio optimization
actions.
Net income applicable to common shares was $101.5 million or
$0.79 per diluted common share compared to a loss of $1.7 million
or a loss of $0.01 per diluted common share in the prior year.
Adjusted net income applicable to common shares1 was $84.4 million
or $0.66 per diluted common share, an improvement of 121 percent
over the prior year. Included in net income was $58.7 million of
proceeds from a legal settlement.
Pro forma Adjusted EBITDA1 for the first quarter of 2022 was
$193.9 million, an increase of 41.5 percent over the same pro forma
period a year ago. The improvement was primarily driven by
disciplined price actions taken to offset inflationary impacts
partially offset by lower volume across all segments, manufacturing
inefficiencies as a result of supply chain disruptions and labor
constraints, and higher SG&A expenses.
“Our team's focus on disciplined execution delivered record net
sales and profitability,” said Rose Lee, President and Chief
Executive Officer. “We continue to make significant progress
towards becoming a premier exterior solutions provider by
leveraging the strengths of our business model and optimizing our
portfolio.”
Segment Results Versus Prior
Year
Due to the timing of the Company’s fiscal calendar,
first-quarter 2022 had one fewer fiscal day than first-quarter
2021.
- Windows segment net sales for the quarter were $702.1 million,
an increase of 33.2 percent versus the same period last year. On a
pro forma basis, net sales1 increased 19.9 percent. Disciplined
price actions in response to rising commodity costs and other
inflationary impacts drove a 22.4 percent increase in pro forma net
sales as compared to the same periods last year. Volumes were 2.5
percent lower, partially impacted by one fewer fiscal day in
first-quarter 2022 compared with first-quarter 2021. Operating
income was $46.2 million for the quarter, an increase of $16.9
million or 57.5 percent from the prior-year quarter. Pro forma
Adjusted EBITDA1 was a record $82.4 million, an increase of 21.9
percent, primarily due to positive price mix net of inflation
partially offset by manufacturing inefficiencies and an increase in
SG&A expenses. Pro forma Adjusted EBITDA1 as a percentage of
pro forma net sales1 was 11.7 percent, as compared to 11.5 percent
in the same period last year, a record first-quarter return.
- Siding segment net sales for the quarter were $333.0 million,
an increase of 5.2 percent versus first-quarter 2021 primarily due
to disciplined price actions which more than offset lower volume.
Operating income was $27.4 million for the quarter, which was
relatively flat to last year. Adjusted EBITDA1 was $56.5 million or
17.0 percent of net sales, as compared to $57.1 million or 18.1
percent of net sales in the prior year.
- Commercial segment net sales for the quarter were $531.7
million, an increase of 25.6 percent versus the same period last
year. On a pro forma basis, net sales1 were 37.4 percent higher
than the same period a year ago, driven by disciplined price
actions to mitigate rising steel costs of approximately 53.7
percent partially offset by lower volumes of 16.3 percent.
Operating income was $80.9 million for the quarter, an increase of
$39.4 million from the prior year primarily due to positive price
mix net of inflation, which more than offset the manufacturing
impacts from supply chain disruptions and higher costs to serve our
customers. Pro forma Adjusted EBITDA1 was $89.6 million or 16.8
percent of pro forma net sales1, an increase of 100.2 percent over
the same quarter last year, primarily due to favorable price mix
net of commodity and other inflation impacts of 184.0 percent,
partially offset by lower volume and higher manufacturing and
SG&A expenses.
Balance Sheet and
Liquidity
During the first quarter, Cornerstone Building Brands generated
strong cash flow from operations of $190.1 million, an increase of
$170.1 million from the prior year. The improvement was driven by
legal settlement proceeds, higher earnings generation, and
effective working capital management.
Unrestricted cash on hand was approximately $542 million and
liquidity was approximately $1,222 million as of April 2, 2022. The
Company’s net debt leverage ratio improved to 3.3x at the end of
the first-quarter 2022 compared with 4.6x at the end of the
first-quarter 2021.
Transaction with Clayton, Dubilier
& Rice
On March 5, 2022, the Company entered into a definitive
agreement to be acquired by affiliates of Clayton, Dubilier &
Rice, LLC (“CD&R”). The proposed transaction will result in the
Company becoming a private company, and its common stock will no
longer be listed on any public market. The transaction is subject
to approval by holders of a majority of the shares not owned by
CD&R and its affiliates and is expected to close in the second
or third quarter of 2022, subject to customary closing conditions.
The waiting period under the Hart-Scott-Rodino Act of 1976, as
amended, applicable to the proposed CD&R transaction expired on
April 18, 2022. Additional details regarding the proposed CD&R
transaction will be set forth in the Company’s Definitive Proxy
Statement on Schedule 14A that will be filed with the SEC.
Divestiture of the Coil Coatings
Business
On April 10, 2022, the Company announced it had entered into a
definitive agreement to sell its coil coatings business to
BlueScope Steel Limited (“BlueScope”) in an all-cash transaction
for $500 million, subject to customary adjustments. The transaction
includes products sold under the Metal Coaters and Metal Prep
brands. For the twelve months ended April 2, 2022, the coil
coatings business had net sales of approximately $232.3 million,
which was reported in the Company’s Commercial segment.
In connection with the transaction, BlueScope and the Company
will enter into long-term supply agreements to secure continued
supply of light gauge coil coating and painted hot roll steel at
favorable service levels, reaffirming Cornerstone Building Brands
as a preferred solutions provider for metal buildings and
roofing.
The transaction is expected to close in 2022, subject to
customary closing conditions, including regulatory approvals.
Suspension of Guidance
Due to the announced transaction with CD&R, the Company will
not be hosting a conference call in connection with its
first-quarter financial results and will not provide financial
guidance for the second quarter of fiscal year 2022.
(1)
Adjusted and pro forma financial metrics
used in this release, including net debt leverage ratio, adjusted
net income and adjusted EBITDA, are non-GAAP measures. See
reconciliations of GAAP results to non-GAAP and pro forma adjusted
results in the accompanying tables.
About Cornerstone Building
Brands
Cornerstone Building Brands is the largest manufacturer of
exterior building products for residential and low-rise
non-residential buildings in North America. Headquartered in Cary,
N.C., we serve residential and commercial customers across the new
construction and repair and remodel markets. Our market-leading
portfolio of products spans vinyl windows, vinyl siding, stone
veneer, metal roofing, metal wall systems and metal accessories.
Cornerstone Building Brands’ broad, multichannel distribution
platform and expansive national footprint includes over 22,000
employees at manufacturing, distribution and office locations
throughout North America. Corporate stewardship and environmental,
social and governance (ESG) responsibility are embedded in our
culture, and we are committed to contributing positively to the
communities where we live, work and play. For more information,
visit us at www.cornerstonebuildingbrands.com.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Words such as “believe,” “anticipate,” “guidance,” “plan,”
“potential,” “expect,” “should,” “will,” “forecast,” “target” and
similar expressions are forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
reflect our current expectations, assumptions and/ or beliefs
concerning future events. As a result, these forward-looking
statements rely on a number of assumptions, forecasts, and
estimates and, therefore, these forward-looking statements are
subject to a number of risks and uncertainties that may cause the
Company’s actual performance to differ materially from that
projected in such statements. Among the factors that could cause
actual results to differ materially include, but are not limited
to, our ability to complete the proposed CD&R Merger and the
proposed Coil Coatings Transaction on the terms and timeline
anticipated, or at all, and the effect of the announcement,
pendency and completion of the CD&R Merger and the Coil
Coatings Transaction on our ability to maintain relationships with
customers and other third parties, on management’s attention to
ongoing business concerns, and other risks and uncertainties
related to the proposed CD&R Merger and the Coil Coatings
Transaction that may affect future results, industry cyclicality,
seasonality of the business and adverse weather conditions,
challenging economic conditions affecting the residential,
non-residential and repair and remodeling construction industry and
markets, commodity price volatility and/or limited availability of
raw materials, including polyvinyl chloride (“PVC”) resin, glass,
aluminum, natural gas, and steel due to supply chain disruptions,
our ability to identify and develop relationships with a sufficient
number of qualified suppliers to mitigate risk in the event a
significant supplier experiences a significant production or supply
chain interruption, the increasing difficulty of consumers and
builders in obtaining credit or financing, increase in the
macroeconomic inflationary environment, ability to successfully
achieve price increases to offset cost increases, ability to
successfully implement operational efficiency initiatives,
including automation, ability to successfully integrate our
acquired businesses, ability to attract and retain employees,
including through various initiatives and actions, volatility in
the United States (“U.S.”) and international economies and in the
credit markets, the severity, duration and spread of the COVID-19
pandemic, as well as actions that may be taken by the Company or
governmental authorities to contain the COVID-19 pandemic or to
treat its impact and the resulting impact on supply chain and labor
pressures, macroeconomic uncertainty and market volatility
resulting from geopolitical concerns, including Russia’s invasion
of Ukraine, an impairment of our goodwill and/or intangible assets,
our ability to successfully develop new products or improve
existing products, our ability to retain and replace key personnel,
enforcement and obsolescence of our intellectual property rights,
costs related to compliance with, violations of or liabilities
under environmental, health and safety laws, competitive activity
and pricing pressure in our industry, our ability to make strategic
acquisitions accretive to earnings and dispositions at favorable
prices and terms, our ability to fund operations, provide increased
working capital necessary to support our strategy and acquisitions
using available liquidity, our ability to carry out our
restructuring plans and to fully realize the expected cost savings,
global climate change, including compliance with new laws or
regulations relating thereto, breaches of our information system
security measures, damage to our computer infrastructure and
software systems, necessary maintenance or replacements to our
enterprise resource planning technologies, potential personal
injury, property damage or product liability claims or other types
of litigation, including stockholder litigation related to the
proposed CD&R Merger, compliance with certain laws related to
our international business operations, increases in labor costs,
labor market pressures, potential labor disputes, union organizing
activity and work stoppages at our facilities or the facilities of
our suppliers, significant changes in factors and assumptions used
to measure certain of our defined benefit plan obligations and the
effect of actual investment returns on pension assets, ability to
compete effectively against competitors with substitutable
products, additional costs from new regulations which relate to the
utilization or manufacturing of our products or services, including
changes in building codes and standards, our ability to realize the
anticipated benefits of acquisitions and dispositions and to use
the proceeds from dispositions, volatility of the Company’s stock
price, substantial governance and other rights held by the
Investors, the effect on our common stock price caused by
transactions engaged in by the Investors, our directors or
executives, our substantial indebtedness and our ability to incur
substantially more indebtedness, limitations that our debt
agreements place on our ability to engage in certain business and
financial transactions, our ability to obtain financing on
acceptable terms, exchange rate fluctuations, downgrades of our
credit ratings, the effect of increased interest rates on our
ability to service our debt. See also the “Risk Factors” in the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, filed on March 1, 2022, and the Company’s
Quarterly Report on Form 10-Q for the quarter ended April 2, 2022,
to be filed with the SEC on the date hereof, and other risks
described in documents subsequently filed by the Company from time
to time with the SEC, which identify other important factors,
though not necessarily all such factors, that could cause future
outcomes to differ materially from those set forth in the
forward-looking statements. The Company expressly disclaims any
obligation to release publicly any updates or revisions to these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Non-GAAP Financial
Measures
This press release includes certain “non-GAAP financial
measures” as defined under the Securities Exchange Act of 1934 and
in accordance with Regulation G. Management believes the use of
such non-GAAP financial measures assists investors in understanding
the ongoing operating performance of the Company by presenting the
financial results between periods on a more comparable basis. Such
non-GAAP financial measures should not be construed as an
alternative to reported results determined in accordance with U.S.
GAAP. We have included reconciliations of these non-GAAP financial
measures to the most directly comparable financial measures
calculated and provided in accordance with U.S. GAAP at the end of
this release.
Additional Information and Where to
Find It
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In connection with
the proposed CD&R transaction, the Company will file relevant
materials with the SEC, including a proxy statement on Schedule 14A
(the “Proxy Statement”), and the Company and affiliates of CD&R
will jointly file a transaction statement on Schedule 13e-3 (the
“Schedule 13e-3”). This communication is not a substitute for the
Proxy Statement or any other document that the Company may file
with the SEC or send to its stockholders in connection with the
proposed transaction. THE COMPANY URGES YOU TO READ THE PROXY
STATEMENT, THE SCHEDULE 13E-3 AND OTHER RELEVANT DOCUMENTS FILED OR
TO BE FILED WITH THE SEC CAREFULLY AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors will be able to
obtain a free copy of the Proxy Statement, the Schedule 13e-3 and
other related documents (when available) filed by the Company with
the SEC at the website maintained by the SEC at www.sec.gov.
Investors also will be able to obtain a free copy of the Proxy
Statement, the Schedule 13e-3 and other documents (when available)
filed by the Company with the SEC by accessing the Investors
section of the Company’s website at
https://investors.cornerstonebuildingbrands.com/investor-home/default.aspx.
Participants in the
Solicitation
The Company and certain of its directors, executive officers and
employees may be considered to be participants in the solicitation
of proxies from the Company’s stockholders in connection with the
proposed CD&R transaction. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the
solicitation of the stockholders of the Company in connection with
the proposed CD&R transaction, including a description of their
respective direct or indirect interests, by security holdings or
otherwise, will be included in the Proxy Statement when it is filed
with the SEC. You may also find additional information about the
Company’s directors and executive officers in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021, which was
filed with the SEC on March 1, 2022, as amended by Amendment No. 1,
which was filed with the SEC on May 2, 2022 and in other documents
filed by the Company with the SEC. You can obtain free copies of
these documents from the Company using the contact information
above.
CORNERSTONE BUILDING BRANDS,
INC.
CONSOLIDATED STATEMENTS OF
OPERATIONS
(In thousands, except per
share data)
(Unaudited)
Three Months Ended
April 2, 2022
April 3, 2021
Net sales
$
1,566,838
$
1,267,032
Cost of sales
1,232,931
1,007,303
Gross profit
333,907
259,729
21.3
%
20.5
%
Selling, general and administrative
expenses
176,536
153,168
Intangible asset amortization
49,008
46,202
Restructuring and impairment charges,
net
831
1,838
Strategic development and acquisition
related costs
4,791
3,313
Gain on legal settlements
(76,575
)
—
Income from operations
179,316
55,208
Interest income
32
117
Interest expense
(44,106
)
(56,499
)
Foreign exchange gain (loss)
1,444
(26
)
Other income (expense), net
(37
)
337
Income (loss) before income taxes
136,649
(863
)
Provision for income taxes
34,366
792
25.1
%
(91.8
) %
Net income (loss)
102,283
(1,655
)
Net income allocated to participating
securities
(757
)
—
Net income (loss) applicable to common
shares
$
101,526
$
(1,655
)
Income (loss) per common share:
Basic
$
0.80
$
(0.01
)
Diluted
$
0.79
$
(0.01
)
Weighted average number of common shares
outstanding:
Basic
127,129
125,506
Diluted
128,466
125,506
Increase in sales
23.7
%
13.8
%
Selling, general and administrative
expenses percentage of net sales
11.3
%
12.1
%
CORNERSTONE BUILDING BRANDS,
INC.
CONSOLIDATED BALANCE
SHEETS
(In thousands)
(Unaudited)
April 2, 2022
December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents
$
542,035
$
394,447
Restricted cash
2,211
2,211
Accounts receivable, net
708,340
685,316
Inventories, net
817,715
748,732
Income taxes receivable
3,502
14,514
Investments in debt and equity securities,
at market
2,301
2,759
Prepaid expenses and other
99,777
135,701
Assets held for sale
3,400
3,400
Total current assets
2,179,281
1,987,080
Property, plant and equipment, net
625,106
612,295
Lease right-of-use assets
295,692
322,608
Goodwill
1,355,161
1,358,056
Intangible assets, net
1,477,430
1,524,635
Deferred income taxes
2,055
1,839
Other assets, net
96,931
20,947
Total assets
$
6,031,656
$
5,827,460
LIABILITIES AND STOCKHOLDERS’
EQUITY
Current liabilities:
Current portion of long-term debt
$
26,000
$
26,000
Accounts payable
396,408
311,737
Accrued compensation and benefits
82,790
101,164
Accrued interest
12,186
19,775
Accrued income taxes
39,094
3,220
Current portion of lease liabilities
57,477
73,150
Other accrued expenses
281,376
320,389
Total current liabilities
895,331
855,435
Long-term debt
3,005,873
3,010,843
Deferred income taxes
248,726
252,173
Long-term lease liabilities
238,134
251,061
Other long-term liabilities
284,469
281,609
Total long-term liabilities
3,777,202
3,795,686
Common stock
1,273
1,270
Additional paid-in capital
1,287,237
1,279,931
Accumulated earnings (deficit)
3,457
(98,826
)
Accumulated other comprehensive income
(loss), net
67,156
(5,612
)
Treasury stock, at cost
—
(424
)
Total stockholders’ equity
1,359,123
1,176,339
Total liabilities and stockholders’
equity
$
6,031,656
$
5,827,460
CORNERSTONE BUILDING BRANDS,
INC.
CONSOLIDATED STATEMENTS OF
CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
April 2, 2022
April 3, 2021
Cash flows from operating activities:
Net income (loss)
$
102,283
$
(1,655
)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization
73,932
72,615
Non-cash interest expense
8,928
2,314
Share-based compensation expense
11,451
3,302
Asset impairment
368
493
Provision for credit losses
242
676
Deferred income taxes
(15,749
)
(9,729
)
Changes in operating assets and
liabilities, net of effect of acquisitions:
Accounts receivable
(23,628
)
(47,157
)
Inventories
(68,857
)
(62,028
)
Income taxes
11,012
7,976
Prepaid expenses and other
36,446
(7,755
)
Accounts payable
84,726
49,424
Accrued expenses
(28,312
)
8,597
Other, net
(2,736
)
2,958
Net cash provided by operating
activities
190,106
20,031
Cash flows from investing activities:
Acquisitions, net of cash acquired
4,396
(180
)
Capital expenditures
(33,306
)
(21,230
)
Proceeds from sale of property, plant and
equipment
—
715
Net cash used in investing activities
(28,910
)
(20,695
)
Cash flows from financing activities:
Payments on term loan
(6,500
)
(6,404
)
Payments on derivative financing
obligations
(3,282
)
—
Other
(3,718
)
(1,055
)
Net cash used in financing activities
(13,500
)
(7,459
)
Effect of exchange rate changes on cash
and cash equivalents
(108
)
585
Net increase (decrease) in cash, cash
equivalents and restricted cash
147,588
(7,538
)
Cash, cash equivalents and restricted cash
at beginning of period
396,658
680,478
Cash, cash equivalents and restricted cash
at end of period
$
544,246
$
672,940
Supplemental disclosure of cash flow
information
Interest paid, net of amounts
capitalized
$
45,879
$
40,913
Taxes paid, net
$
1,562
$
1,949
CORNERSTONE BUILDING BRANDS,
INC.
NON-GAAP FINANCIAL MEASURES
AND RECONCILIATIONS
ADJUSTED NET INCOME (LOSS) PER
DILUTED COMMON SHARE AND
NET INCOME (LOSS)
COMPARISON
(In thousands, except per
share data)
(Unaudited)
Three Months Ended
April 2, 2022
April 3, 2021
Net income (loss) per diluted common
share, GAAP basis
$
0.79
$
(0.01
)
Restructuring and impairment charges,
net
0.01
0.01
Strategic development and acquisition
related costs
0.04
0.03
Gain on legal settlements
(0.60
)
—
Non-cash loss (gain) on foreign currency
transactions
(0.01
)
—
Intangible asset amortization
0.38
0.37
Other, net
—
0.02
Tax effect of applicable non-GAAP
adjustments(1)
0.05
(0.12
)
Adjusted net income (loss) per diluted
common share(2)
$
0.66
$
0.30
Three Months Ended
April 2, 2022
April 3, 2021
Net income (loss) applicable to common
shares, GAAP basis
$
101,526
$
(1,655
)
Restructuring and impairment charges,
net
831
1,838
Strategic development and acquisition
related costs
4,791
3,313
Gain on legal settlements
(76,575
)
—
Non-cash loss (gain) on foreign currency
transactions
(1,444
)
26
Intangible asset amortization
49,008
46,202
Other, net
206
2,535
Tax effect of applicable non-GAAP
adjustments(1)
6,028
(14,016
)
Adjusted net income (loss) applicable
to common shares(2)
$
84,371
$
38,243
(1)
The Company calculated the tax effect of
non-GAAP adjustments by applying the applicable federal and state
statutory tax rate for the period to each applicable non-GAAP
item.
(2)
The Company discloses a tabular comparison
of Adjusted Net Income (Loss) per diluted common share and Adjusted
Net Income (Loss) applicable to common shares, which are non-GAAP
measures, because they are referred to in the text of our press
releases and are instrumental in comparing the results from period
to period. Adjusted Net Income (Loss) per diluted common share and
Adjusted Net Income (Loss) applicable to common shares should not
be considered in isolation or as a substitute for Net Income (Loss)
per diluted common share and Net Income (Loss) applicable to common
shares as reported on the face of our consolidated statements of
operations.
Certain amounts in this release have been
subject to rounding adjustments. Accordingly, amounts shown as
totals may not be the arithmetic aggregation of the individual
amounts that comprise or precede them.
CORNERSTONE BUILDING BRANDS,
INC.
NON-GAAP FINANCIAL MEASURES
AND RECONCILIATIONS
(In thousands)
(Unaudited)
Consolidated
Three Months Ended
April 2, 2022
April 3, 2021
Net sales
$
1,566,838
$
1,267,032
Impact of acquisitions and
divestitures(1)
—
21,982
Pro forma net sales
$
1,566,838
$
1,289,014
Gross profit
$
333,907
$
259,729
21.3
%
20.5
%
Operating income, GAAP
$
179,316
$
55,208
Restructuring and impairment charges,
net
831
1,838
Strategic development and acquisition
related costs
4,791
3,313
Gain on legal settlements
(76,575
)
—
Other, net
206
2,535
Adjusted operating income
108,569
62,894
Other income (expense), net
(37
)
337
Depreciation and amortization
73,932
72,615
Share-based compensation expense
11,451
3,302
Adjusted EBITDA
193,915
139,148
Impact of acquisitions and
divestitures(1)
—
(2,093
)
Pro Forma Adjusted EBITDA
$
193,915
$
137,055
Adjusted EBITDA as a % of Net
Sales
12.4
%
11.0
%
Pro forma Adjusted EBITDA as a % of Pro
Forma Net Sales
12.4
%
10.6
%
(1)
Reflects the impact of the net sales and
Adjusted EBITDA of Prime Windows LLC, Cascade Windows Inc., and
Union Corrugating Company Holdings, Inc,, which were acquired on
April 30, 2021, August 20, 2021 and December 3, 2021, respectively,
and reflects the impact of the divestitures of the insulated metal
panels (“IMP”) and roll-up sheet doors (“DBCI”) businesses through
the divestiture dates of August 9, 2021 and August 18, 2021,
respectively.
CORNERSTONE BUILDING BRANDS,
INC.
NON-GAAP FINANCIAL MEASURES
AND RECONCILIATIONS
(In thousands)
(Unaudited)
Windows
Three Months Ended
April 2, 2022
April 3, 2021
Net Sales
$
702,110
$
527,263
Impact of acquisitions(1)
—
58,421
Pro forma net sales
$
702,110
$
585,684
Gross profit
$
123,187
$
92,534
17.5
%
17.5
%
Operating income, GAAP
$
46,245
$
29,362
Restructuring and impairment charges,
net
212
932
Strategic development and acquisition
related costs
554
—
Other, net
202
—
Adjusted operating income
47,213
30,294
Other income (expense), net
36
(87
)
Depreciation and amortization
35,130
30,798
Adjusted EBITDA
82,379
61,005
Impact of acquisitions(1)
—
6,582
Pro Forma Adjusted EBITDA
$
82,379
$
67,587
Adjusted EBITDA as a % of Net
Sales
11.7
%
11.6
%
Pro Forma Adjusted EBITDA as a % of Pro
Forma Net Sales
11.7
%
11.5
%
(1)
Reflects the impact of the net sales and
Adjusted EBITDA of Prime Windows LLC and Cascade Windows Inc.,
which were acquired on April 30, 2021 and August 20, 2021,
respectively.
CORNERSTONE BUILDING BRANDS,
INC.
NON-GAAP FINANCIAL MEASURES
AND RECONCILIATIONS
(In thousands)
(Unaudited)
Siding
Three Months Ended
April 2, 2022
April 3, 2021
Net Sales
$
332,990
$
316,391
Gross profit
$
77,607
$
75,999
23.3
%
24.0
%
Operating income, GAAP
$
27,423
$
27,528
Restructuring and impairment charges,
net
208
141
Strategic development and acquisition
related costs
—
323
Other, net
4
13
Adjusted operating income
27,635
28,005
Other income (expense), net
(225
)
(32
)
Depreciation and amortization
29,062
29,148
Adjusted EBITDA
$
56,472
$
57,121
Adjusted EBITDA as a % of Net
Sales
17.0
%
18.1
%
CORNERSTONE BUILDING BRANDS,
INC.
NON-GAAP FINANCIAL MEASURES
AND RECONCILIATIONS
(In thousands)
(Unaudited)
Commercial
Three Months Ended
April 2, 2022
April 3, 2021
Net Sales
$
531,738
$
423,378
Impact of acquisition and
divestitures(1)
—
(36,439
)
Pro forma net sales
$
531,738
$
386,939
Gross profit
$
133,113
$
91,196
25.0
%
21.5
%
Operating income, GAAP
$
80,943
$
41,585
Restructuring and impairment charges,
net
159
672
Strategic development and acquisition
related costs
—
58
Other, net
(75
)
(611
)
Adjusted operating income
81,027
41,704
Other income (expense), net
373
354
Depreciation and amortization
8,168
11,360
Adjusted EBITDA
89,568
53,418
Impact of acquisition and
divestitures(1)
—
(8,675
)
Pro Forma Adjusted EBITDA
$
89,568
$
44,743
Adjusted EBITDA as a % of Net
Sales
16.8
%
12.6
%
Pro Forma Adjusted EBITDA as a % of Pro
Forma Net Sales
16.8
%
11.6
%
(1)
Reflects the net adjustments of IMP and
DBCI, which were divested on August 9, 2021 and August 18, 2021,
respectively; and reflects the impact of the net sales and Adjusted
EBITDA of Union Corrugating Company Holdings, Inc, which was
acquired on December 3, 2021.
CORNERSTONE BUILDING BRANDS,
INC.
NON-GAAP FINANCIAL MEASURES
AND RECONCILIATIONS
(In millions)
(Unaudited)
April 2, 2022
April 3, 2021
ABL Revolver
$
—
$
—
Cash Revolver
—
—
Term Loan
2,574
2,492
Senior Notes
500
1,145
Total Debt
$
3,074
$
3,637
Less Cash
542
667
Net Debt
$
2,532
$
2,970
Leverage
Ratio
LTM pro forma Adj EBITDA
$
777
$
650
Net Debt Leverage Ratio
3.3x
4.6x
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220503006045/en/
Investor Relations Tina
Beskid Vice President, Finance and Investor Relations
1-866-419-0042 info@investors.cornerstonebuildingbrands.com
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