Foundation Building Materials, Inc. Announces Fourth Quarter and Full Year 2017 Results

February 27, 2018 6:00 AM | 130 min read |

2017 Fourth Quarter Highlights

  • Net sales of $516.8 million, an increase of 11.8% compared to the prior year period
  • Earnings per share of $1.77 and Adjusted earnings per share(1) of $0.19
  • Net income of $75.9 million, compared to a net loss of $8.8 million in the prior year period
  • Adjusted EBITDA(1) of $36.9 million and Adjusted EBITDA margin(1) of 7.1%
  • Completed two acquisitions in the quarter

2017 Full Year Highlights

  • Record net sales of $2,060.9 million, an increase of 48.0% compared to the prior year
  • Base business net sales increased $44.4 million, an increase of 5.8% compared to the prior year
  • Earnings per share of $1.99 and Adjusted earnings per share(1) of $0.35
  • Net income of $82.5 million, compared to a net loss of $28.4 million in the prior year
  • Adjusted EBITDA(1) of $150.1 million and Adjusted EBITDA margin(1) of 7.3%
  • Completed 10 acquisitions adding 19 branches across the U.S. and Canada

Foundation Building Materials, Inc. FBM, one of the largest specialty building product distributors of wallboard, suspended ceiling systems and mechanical insulation in North America, today reported fourth quarter and full year 2017 financial results.

"2017 was a milestone year for Foundation Building Materials as we completed our first year as a publicly traded company, posted record financial results, and significantly expanded our geographic footprint in the markets we serve," said Ruben Mendoza, President and CEO. "We recorded solid fourth quarter financial performance, highlighted by year-over-year net sales growth of 11.8%, earnings per share of $1.77 compared to a net loss per share of $0.29 in the prior year period and adjusted earnings per share(1) of $0.19 compared to a loss of $0.09 per share in the prior year. While base business net sales expanded $4.0 million, or 2.1%, our sustained pricing discipline led to aggregate price increases across our business segments and consolidated gross margins of 29.7%, a record level of profitability for our company."

2017 Fourth Quarter Results

Consolidated net sales for the quarter ended December 31, 2017, were $516.8 million compared to $462.2 million for the quarter ended December 31, 2016, representing an increase of $54.6 million, or 11.8%. Net sales from acquired branches and those that were strategically combined with existing branches increased by $50.6 million period over period. Base business net sales increased $4.0 million, or 2.1%, for the quarter ended December 31, 2017, compared to the quarter ended December 31, 2016.

Consolidated gross profit for the quarter ended December 31, 2017, was $153.6 million compared to $132.3 million for the quarter ended December 31, 2016, representing an increase of $21.3 million, or 16.2%. This increase was primarily due to higher sales volume and contributions from 2017 acquisitions. Gross margin for the quarter ended December 31, 2017, was 29.7% compared to 28.6% for the quarter ended December 31, 2016. This increase in gross margin was primarily due to an increase in margins in wallboard and suspended ceiling systems.

Selling, general, and administrative, or SG&A, expenses for the quarter ended December 31, 2017, were $117.5 million compared to $110.1 million for the quarter ended December 31, 2016, representing an increase of $7.4 million. As a percentage of net sales, SG&A expenses were 22.7% for the quarter ended December 31, 2017, compared to 23.8% for the quarter ended December 31, 2016. The decrease in SG&A expenses as a percentage of net sales was primarily due to lower transaction costs and improved operating efficiencies.

Net income for the quarter ended December 31, 2017, was $75.9 million, or $1.77 per diluted share, which was an increase of $84.7 million, compared to a net loss of $8.8 million, or $0.29 net loss per share, for the quarter ended December 31, 2016. Net income for the quarter ended December 31, 2017, increased primarily due to the passage of the Tax Cut and Jobs Act of 2017, which decreased the Company's undiscounted liability under its Tax Receivable Agreement by $68.0 million from $203.8 million at September 30, 2017 to $135.8 million at December 31, 2017.

Adjusted EBITDA(1) was $36.9 million and Adjusted EBITDA margin(1) was 7.1% for the quarter ended December 31, 2017.

2017 Fourth Quarter Segment Results

Specialty Building Products ("SBP"). SBP net sales for the quarter ended December 31, 2017, were $443.7 million compared to $400.5 million for the quarter ended December 31, 2016, representing an increase of $43.2 million, or 10.8%. Net sales from acquired branches that were strategically combined with existing branches increased by $39.2 million period-over-period. The increase in SBP net sales is primarily due to contributions from acquisitions and higher net sales from wallboard and complementary and other products.

SBP gross profit for the quarter ended December 31, 2017, was $133.2 million compared to $115.0 million for the quarter ended December 31, 2016, representing an increase of $18.2 million, or 15.8%. SBP gross profit increased with higher sales volume and contributions from 2017 acquisitions. SBP gross margin for the quarter ended December 31, 2017, was 30.0% compared to 28.7% for the quarter ended December 31, 2016. The increase in SBP gross margin was primarily due to the Company's disciplined pricing approach and improved purchasing power.

Mechanical Insulation ("MI"). MI net sales for the quarter ended December 31, 2017, were $73.1 million compared to $61.7 million for the quarter ended December 31, 2017, representing an increase of $11.4 million, or 18.4%. The increase was primarily due to higher net sales to industrial end markets.

MI gross profit for the quarter ended December 31, 2017, was $20.5 million compared to $17.3 million for the quarter ended December 31, 2016, representing an increase of $3.2 million, or 18.6%. The increase was primarily due to higher sales volume. MI gross margin was 28.0% for both the quarter ended December 31, 2017, and the quarter ended December 31, 2016.

2017 Full Year Results

Consolidated net sales for the year ended December 31, 2017, were $2,060.9 million compared to $1,392.5 million for the year ended December 31, 2016, representing an increase of $668.4 million, or 48.0%. Net sales from acquired branches and existing branches that were strategically combined contributed $624.0 million of the increase. Base business net sales increased $44.4 million, or 5.8% year-over-year, due to continued organic growth initiatives.

Consolidated gross profit for the year ended December 31, 2017, was $597.9 million compared to $396.8 million for the year ended December 31, 2016, representing an increase of $201.1 million, or 50.7%. The increase in gross profit was primarily due to the increase in sales volume and contributions from acquisitions. Consolidated gross margin for the year ended December 31, 2017 was 29.0% compared to 28.5% for the year ended December 31, 2016.

SG&A expenses were $461.6 million for the year ended December 31, 2017, compared to $328.8 million for the year ended December 31, 2016, representing an increase of $132.8 million, or 40.4%. As a percentage of net sales, SG&A expenses were 22.4% for the year ended December 31, 2017, compared to 23.6% for the year ended December 31, 2016. The decrease in SG&A expenses as a percentage of net sales was primarily due to lower transaction costs and improved operating efficiencies.

For the year ended December 31, 2017, net income was $82.5 million, or $1.99 per diluted share, an increase of $110.9 million, compared to a net loss of $28.4 million, or $0.95 net loss per share for the year ended December 31, 2016.

Adjusted EBITDA(1) was $150.1 million for the year ended December 31, 2017 and Adjusted EBITDA margin(1) was 7.3%.

2017 Full Year Segment Results

SBP. SBP net sales for the year ended December 31, 2017, were $1,790.1 million compared to $1,293.5 million for the year ended December 31, 2016, representing an increase of $496.6 million, or 38.4%. Net sales from acquired branches and existing branches that were strategically combined contributed $452.2 million of the net sales increase, primarily due to the acquisition of Winroc-SPI in August 2016. SBP base business net sales also increased by $44.4 million, or 5.8%, due to market share gains in the Company's wallboard and suspended ceiling systems and also in complementary and other products.

SBP gross profit for the year ended December 31, 2017, was $522.2 million compared to $371.7 million for the year ended December 31, 2016, representing an increase of $150.5 million, or 40.5%. SBP gross profit increased with higher sales volume from both acquired and base business branches. SBP gross margin for the year ended December 31, 2017 was 29.2% compared to 28.7% for the year ended December 31, 2016. The increase in gross margin was primarily due to continued pricing discipline across the markets the Company serves and improved purchasing power.

MI. MI net sales for the year ended December 31, 2017, were $270.8 million compared to $99.0 million for the year ended December 31, 2016. The Company entered the mechanical insulation market as a result of the Winroc-SPI acquisition in August 2016; therefore, there was a shorter period of sales in this segment during the prior year.

MI gross profit for the year ended December 31, 2017, was $75.7 million compared to $25.1 million for the year ended December 31, 2016, representing an increase of $50.6 million. The increase in MI gross profit for the year ended December 31, 2017, compared to the year ended December 31, 2016, is primarily due to the timing of the Winroc-SPI acquisition in August 2016 and reflects a partial year of results in 2016. MI gross margin for the year ended December 31, 2017, was 27.9% as compared to 25.3% for the year ended December 31, 2016. Excluding the adjustment for fair market value adjustments of $0.1 million and $2.3 million in the years ended December 31, 2017 and 2016, respectively, MI gross margin for the year ended December 31, 2017 was 28.0% as compared to 27.7% for the year ended December 31, 2016. Excluding the impact of the fair value adjustments, the 30 basis point increase in MI gross margin was primarily due to operational efficiencies.

Acquisitions

Foundation Building Materials supplements organic growth with strategic acquisitions. During 2017, the Company completed 10 acquisitions totaling 19 branches. The 10 acquisitions contributed $78.4 million of net sales for the year ended December 31, 2017.

Expected Debt Refinancing

The Company is actively exploring the refinancing of its $575.0 million senior secured term notes, or Notes, which currently carry a coupon rate of 8.25%. In the third quarter of 2018, the premium prepayment of these Notes will decrease, and the Company will have opportunities to refinance the Notes, which could provide estimated annual cash interest savings of $10.0 million to $15.0 million. As Foundation Building Materials continues to optimize its capital structure and operating efficiencies, the Company expects its generation of cash flow to improve, which will allow Foundation Building Materials to further reduce its leverage in the next couple of years.

Fourth Quarter Earnings Release and Conference Call

In conjunction with this release, Foundation Building Materials, Inc. will host a conference call today, Tuesday, February 27, 2018, at 9:00 AM Eastern Time. Ruben Mendoza, President and Chief Executive Officer, John Gorey, Chief Financial Officer, and John Moten, Vice President Investor Relations will host the call.

The call can be accessed three ways:

  • At the FBM website: www.fbmsales.com in the Investors section of the Company's website;
  • By telephone: For both listen only participants and those who wish to take part in the question and answer portion of the call, the telephone dial-in number in the U.S. is (877) 407-9039. For participation outside the U.S., the dial-in number is (201) 689-8470; and
  • Audio Replay: A replay of the call will be available beginning at 12:00 PM Eastern Time on Tuesday, February 27, 2018, and ending 11:59 PM Eastern Time March 6, 2018. Dial-in numbers for U.S. based participants are (844) 512-2921. Participants outside the U.S. should use the replay dial-in number of (412) 317-6671. All callers will be required to provide the Conference ID of 13675754.

About Foundation Building Materials

Foundation Building Materials is a specialty building products distributor of wallboard, suspended ceiling systems, and mechanical insulation throughout North America. Based in Tustin, California, the Company employs more than 3,700 people and operates more than 220 branches across the U.S. and Canada.

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 are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental 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 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 expressed in any forward-looking statement.

 

(1)

Adjusted EBITDA, Adjusted net income and Adjusted earnings per share are non-GAAP measures. See the supplementary schedules at the end of this press release 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. Adjusted EBITDA margin represents Adjusted EBITDA divided by net sales.

 

- Financial Tables Follow -

       

FOUNDATION BUILDING MATERIALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

 

Three Months Ended

December 31, (Unaudited)

Year Ended December 31,
2017   2016 2017   2016
Net sales $ 516,769 $ 462,194 $ 2,060,902 $ 1,392,509
Cost of goods sold 363,134   329,937   1,463,041   995,704  
Gross profit 153,635 132,257 597,861 396,805
Operating expenses:
Selling, general and administrative 117,490 110,089 461,564 328,847
Depreciation and amortization 19,698   17,773   76,850   51,378  
Total operating expenses 137,188   127,862   538,414   380,225  
Income from operations 16,447 4,395 59,447 16,580
Interest expense (15,877 ) (15,309 ) (61,071 ) (52,511 )
Other income (expense), net 68,083   (7,265 ) 81,502   (7,172 )
Income (loss) before income taxes 68,653 (18,179 ) 79,878 (43,103 )
Income tax benefit (7,239 ) (9,375 ) (2,602 ) (14,733 )
Net income (loss) $ 75,892   $ (8,804 ) $ 82,480   $ (28,370 )
 
Earnings (loss) per share data:
Basic $ 1.77 $ (0.29 ) $ 1.99 $ (0.95 )
Diluted $ 1.77 $ (0.29 ) $ 1.99 $ (0.95 )
Weighted average shares outstanding:
Basic 42,865,407 29,974,239 41,486,496 29,974,239
Diluted 42,890,114 29,974,239 41,490,653 29,974,239
 
       

FOUNDATION BUILDING MATERIALS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 
December 31, 2017 December 31, 2016
Assets
Current assets:
Cash and cash equivalents $ 12,101 $ 28,552
Accounts receivable—net of allowance for doubtful accounts of $4,651 and $5,685, respectively 280,023 261,686
Other receivables 59,462 52,845
Inventories 184,436 157,991
Prepaid expenses and other current assets 12,636   12,516  
Total current assets 548,658 513,590
Property and equipment, net 151,408 144,387
Intangible assets, net 189,770 215,381
Goodwill 458,737 437,935
Other assets 5,604   9,692  
Total assets $ 1,354,177   $ 1,320,985  
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 156,345 $ 119,788
Accrued payroll and employee benefits 21,158 26,956
Accrued taxes 7,790 9,151
Tax receivable agreement 15,892 —
Other current liabilities 41,093   49,613  
Total current liabilities 242,278 205,508
Asset-based revolving credit facility 47,486 208,469
Long-term portion of notes payable, net 534,379 525,487
Tax receivable agreement 119,912 —
Deferred income taxes, net 17,819 26,867
Other liabilities 13,639   26,138  
Total liabilities 975,513 992,469
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; 42,865,407 and 29,974,239 shares issued, respectively 13 —
Additional paid-in capital 330,113 364,815
Retained earnings (accumulated deficit) 46,184 (36,296 )
Accumulated other comprehensive income (loss) 2,354   (3 )
Total stockholders' equity 378,664   328,516  
Total liabilities and stockholders' equity $ 1,354,177   $ 1,320,985  
 
   

FOUNDATION BUILDING MATERIALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 
Year Ended December 31,
2017   2016
Cash flows from operating activities:
Net income (loss) $ 82,480 $ (28,370 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation 30,582 16,487
Amortization of intangible assets 46,268 34,891
Amortization of debt issuance costs and debt discount 9,910 5,950
Inventory fair value purchase accounting adjustment 814 6,469
Loss on extinguishment of debt — 5,354
Provision for doubtful accounts 2,095 1,608
Stock-based compensation 2,199 —
Reduction in tax receivable agreement liability (68,033 ) —
Unrealized (gain) loss on derivative instruments, net (13,059 ) 6,952
Loss on disposal of property and equipment 276 1,791
Deferred income taxes (6,081 ) (17,669 )
Change in assets and liabilities, net of effects of acquisitions:
Accounts receivable 1,115 5,985
Other receivables (4,078 ) (13,220 )
Inventories (16,359 ) (9,727 )
Prepaid expenses and other current assets 260 (3,588 )
Other assets 2,980 (800 )
Accounts payable 25,975 (21,622 )
Accrued payroll and employee benefits (6,015 ) 3,931
Accrued taxes (1,385 ) 3,392
Other liabilities (12,683 ) 35,316  
Net cash provided by operating activities 77,261 33,130
Cash flows from investing activities:
Purchases of property and equipment (29,760 ) (30,473 )
Payment of net working capital adjustments related to acquisitions (405 ) —
Proceeds from net working capital adjustments related to acquisitions 8,602 —
Proceeds from the disposal of fixed assets 2,586 587
Acquisitions, net of cash acquired (77,961 ) (401,919 )
Net cash used in investing activities (96,938 ) (431,805 )
Cash flows from financing activities:
Proceeds from asset-based revolving credit facility 400,239 456,469
Repayments of asset-based revolving credit facility (561,509 ) (318,000 )
Principal borrowings on long-term debt — 645,000
Principal payments on long-term debt — (397,369 )
Debt issuance costs — (34,406 )
Principal repayment of capital lease obligations (2,837 ) (1,175 )
Issuance of common stock 163,952 —
Capital contributions 2,997 66,205
Capital distributions —   (67 )
Net cash provided by financing activities 2,842 416,657
Effect of exchange rate changes on cash 384   (92 )
Net (decrease) increase in cash (16,451 ) 17,890
Cash and cash equivalents at beginning of period 28,552   10,662  
Cash and cash equivalents at end of period $ 12,101   $ 28,552  
 
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 4,129 $ 4,448
Cash paid for interest $ 50,866 $ 19,745
Cash paid during the period for early debt repayment penalty $ — $ 1,600
Supplemental disclosures of non-cash investing and financing activities:
Change in fair value of derivatives, net of tax $ 2,970 $ 1,461
Assets acquired under capital lease $ 670 $ 3,196
Goodwill adjustment for purchase price allocation $ 519 $ 1,210
Tax receivable agreement $ 203,837 $ —
Embedded derivative in issued notes $ — $ 6,200
Notes received for disposals of equipment $ 134 $ —
 
     

FOUNDATION BUILDING MATERIALS, INC.

NET SALES BY SEGMENT AND PRODUCT LINE AND SEGMENT GROSS PROFIT AND GROSS MARGIN

FOR THE THREE MONTHS ENDED DECEMBER 31, 2017 AND 2016 (Unaudited)

(in thousands)

 
Three Months Ended December 31, Change
2017   2016 $   %
SBP Segment    
Wallboard(1) $ 172,910 39.0 % $ 153,410 38.3 % $ 19,500 12.7 %
Suspended ceiling systems 80,895 18.2 % 73,641 18.4 % 7,254 9.9 %
Metal framing 67,925 15.3 % 63,579 15.9 % 4,346 6.8 %
Complementary and other products(1) 121,943     27.5 % 109,834     27.4 % 12,109   11.0 %
Total SBP net sales $ 443,673     100.0 % $ 400,464     100.0 % $ 43,209   10.8 %
 
MI Segment
Commercial and industrial insulation $ 58,179 79.6 % $ 47,802 77.4 % $ 10,377 21.7 %
Non-insulation products 14,917     20.4 % 13,928     22.6 % 989   7.1 %
Total MI net sales $ 73,096     100.0 % $ 61,730     100.0 % $ 11,366   18.4 %
Total net sales $ 516,769   $ 462,194   $ 54,575   11.8 %
 
Gross profit - SBP $ 133,152 $ 114,981 $ 18,171 15.8 %
Gross profit - MI 20,483   17,276   3,207   18.6 %
Total gross profit $ 153,635   $ 132,257   $ 21,378   16.2 %
 
Gross margin - SBP 30.0 % 28.7 % 1.3 %
Gross margin - MI 28.0 % 28.0 % — %
Total gross margin 29.7 % 28.6 % 1.1 %
(1)   For the year ended December 31, 2017, certain product classification categories have changed. Wallboard accessories have been reclassified from "Wallboard" to "Complementary and other products." All prior periods presented have been reclassified to conform to the current year presentation.
 
     

FOUNDATION BUILDING MATERIALS, INC.

NET SALES BY SEGMENT AND PRODUCT LINE AND SEGMENT GROSS PROFIT AND GROSS MARGIN

FOR THE YEAR ENDED DECEMBER 31, 2017 AND 2016

(in thousands)

 
Year Ended December 31, Change
2017   2016 $   %
SBP Segment    
Wallboard(1) $ 701,467 39.2 % $ 525,044 40.6 % $ 176,423 33.6 %
Suspended ceiling systems 328,815 18.3 % 191,964 14.8 % 136,851 71.3 %
Metal framing 280,410 15.7 % 219,994 17.0 % 60,416 27.5 %
Complementary and other products(1) 479,422     26.8 % 356,494     27.6 % 122,928   34.5 %
Total SBP net sales $ 1,790,114     100.0 % $ 1,293,496     100.0 % $ 496,618   38.4 %
 
MI Segment
Commercial and industrial insulation $ 206,668 76.3 % $ 75,929 76.7 % $ 130,739 172.2 %
Non-insulation products 64,120     23.7 % 23,084     23.3 % 41,036   177.8 %
Total MI net sales $ 270,788     100.0 % $ 99,013     100.0 % $ 171,775   173.5 %
Total net sales $ 2,060,902   $ 1,392,509   $ 668,393   48.0 %
 
Gross profit - SBP $ 522,189 $ 371,715 $ 150,474 40.5 %
Gross profit - MI 75,672   25,090   50,582   201.6 %
Total gross profit $ 597,861   $ 396,805   $ 201,056   50.7 %
 
Gross margin - SBP 29.2 % 28.7 % 0.5 %
Gross margin - MI 27.9 % 25.3 % 2.6 %
Total gross margin 29.0 % 28.5 % 0.5 %
(1)   For the year ended December 31, 2017, certain product classification categories have changed. Wallboard accessories have been reclassified from "Wallboard" to "Complementary and other products." All prior periods presented have been reclassified to conform to the current year presentation.
 
     

FOUNDATION BUILDING MATERIALS, INC.

BASE BUSINESS AND ACQUIRED AND COMBINED NET SALES

FOR THE THREE MONTHS ENDED DECEMBER 31, 2017 AND 2016 (Unaudited) AND

YEAR ENDED DECEMBER 31, 2017 AND 2016 (Unaudited)

(in thousands)

 

Three Months Ended

December 31,

Change
2017   2016 $   %
Base business (1) $ 194,875 $ 190,912 $ 3,963 2.1 %
Acquired and combined (2) 321,894   271,282   50,612   18.7 %
Net sales $ 516,769   $ 462,194   $ 54,575     11.8 %
(1)   Represents net sales from branches that were owned by us since January 1, 2016 and branches that were opened by us during such period.
(2) Represents branches acquired and combined after January 1, 2016, primarily as a result of our strategic combination of branches.
 
    Year Ended December 31,   Change
2017   2016 $   %
Base business (1) $ 815,987 $ 771,571 $ 44,416 5.8 %
Acquired and combined (2) 1,244,915   620,938   623,977   100.5 %
Net sales $ 2,060,902   $ 1,392,509   $ 668,393     48.0 %
(1)   Represents net sales from branches that were owned by us since January 1, 2016 and branches that were opened by us during such period.
(2) Represents branches acquired and combined after January 1, 2016, primarily as a result of our strategic combination of branches.
 
               

FOUNDATION BUILDING MATERIALS, INC.

BASE BUSINESS AND ACQUIRED AND COMBINED NET SALES BY SEGMENT AND PRODUCT

FOR THE THREE MONTHS ENDED DECEMBER 31, 2017 AND 2016 (Unaudited) AND

YEAR ENDED DECEMBER 31, 2017 AND 2016 (Unaudited)

(in thousands)

 

Three

Months

Ended

December

31, 2016

Base

Business

Net Sales

Increase

Acquired

and

Combined

Net Sales

Increase

Three

Months

Ended

December

31, 2017

Total Net

Sales %

Increase

Base

Business Net

Sales %

Increase (1)

Acquired

and

Combined

Net Sales %

Increase(2)

(in thousands)
Wallboard $ 153,410 $ 1,266 $ 18,234 $ 172,910 12.7 % 1.6 % 24.4 %
Suspended ceiling systems 73,641 562 6,692 80,895 9.9 % 2.1 % 14.1 %
Metal framing 63,579 739 3,607 67,925 6.8 % 2.2 % 12.2 %
Complementary and other products 109,834   1,395   10,714   121,943   11.0 % 2.7 % 18.6 %
SBP net sales 400,464 3,962 39,247 443,673 10.8 % 2.1 % 18.7 %
MI net sales 61,730   —   11,366   73,096   18.4 % — % 18.4 %
Total net sales $ 462,194   $ 3,962   $ 50,613   $ 516,769   11.8 % 2.1 % 18.7 %
Average daily net sales $ 7,455 $ 64 $ 816 $ 8,335 11.8 % 2.1 % 18.7 %
(1)   Represents base business net sales increase as a percentage of base business net sales for the three months ended December 31, 2016.
(2) Represents as acquired and combined net sales increase as a percentage of acquired and combined net sales for the three months ended December 31, 2016.
 
               

Year

Ended

December

31, 2016

Base

Business

Net Sales

Increase

Acquired

and

Combined

Net Sales

Increase

Year

Ended

December

31, 2017

Total Net

Sales %

Increase

Base

Business Net

Sales %

Increase(1)

Acquired

and

Combined

Net Sales %

Increase(2)

(in thousands)
Wallboard $ 525,044 $ 14,085 $ 162,338 $ 701,467 33.6 % 4.3 % 81.0 %
Suspended ceiling systems 191,964 11,510 125,341 328,815 71.3 % 11.3 % 139.3 %
Metal framing 219,994 5,669 54,747 280,410 27.5 % 4.1 % 66.5 %
Complementary and other products 356,494   13,152   109,776   479,422   34.5 % 6.3 % 73.5 %
SBP net sales 1,293,496 44,416 452,202 1,790,114 38.4 % 5.8 % 86.6 %
MI net sales 99,013   —   171,775   270,788   173.5 % — % 173.5 %
Total net sales $ 1,392,509   $ 44,416   $ 623,977   $ 2,060,902   48.0 % 5.8 % 100.5 %
Average daily net sales $ 5,482 $ 200 $ 2,496 $ 8,178 49.2 % 6.6 % 102.1 %
(1)   Represents base business net sales increase in the year ended December 31, 2017 as a percentage of base business net sales for the year ended December 31, 2016.
(2) Represents acquired and combined net sales increase in the year ended December 31, 2017 as a percentage of acquired and combined net sales for the year ended December 31, 2016.
 

Non-GAAP (Generally Accepted Accounting Principles) Financial Measures

In addition to results under GAAP, this press release contains certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted earnings per share ("EPS"), which are provided as supplemental measures of financial performance. These measures are not required by, or presented in accordance with, GAAP. We calculate EBITDA as net income (loss) before interest expense, income tax benefit (expense), depreciation and amortization. We calculate Adjusted EBITDA as EBITDA before unrealized (gains) losses on derivative financial instruments, IPO and public company readiness expenses, stock-based compensation, non-recurring adjustments such as non-cash purchase accounting adjustments, losses on the disposal of property and equipment, hurricane related costs, transaction costs, management fees and changes in the value of the tax receivable agreement liability. We calculate Adjusted net income as net income (loss) before unrealized (gains) losses on derivative financial instruments, IPO and public company readiness expenses, stock-based compensation, non-recurring adjustments such as non-cash purchase accounting adjustments, losses on the disposal of property and equipment, hurricane related costs, transaction costs, management fees and changes in the value of the tax receivable agreement liability and the effect of income taxes related to these adjustments. We calculate Adjusted EPS as Adjusted net income on a per weighted average share outstanding basis.

EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted EPS are presented because they are important metrics used by management as a means by which it assesses financial performance. EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted EPS are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. These measures, when used in conjunction with related GAAP financial measures, provides investors with an additional financial analytical framework that may be useful in assessing our company and its results of operations.

EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted EPS have certain limitations. These measures should not be considered as alternatives to net income and earnings per share, or as any other measure of financial performance derived in accordance with GAAP. Adjusted EBITDA, Adjusted net income and Adjusted EPS also should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted EPS are not intended to be liquidity measures. Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than we do, limiting their usefulness as comparative measures.

The following is a reconciliation of Adjusted EBITDA to the nearest GAAP measure, net income (loss) (unaudited):

   
Three Months Ended December 31,
2017   2016
(in thousands)
Net income (loss) $ 75,892 $ (8,804 )
Interest expense, net 15,851 15,303
Income tax benefit (7,239 ) (9,375 )
Depreciation and amortization 19,698     17,773  
EBITDA 104,202 14,897
 
Unrealized (gain) loss on derivative financial instrument (14 ) 7,271
IPO and public company readiness expenses 157 —
Stock-based compensation 220 —
Non-cash purchase accounting effects(a) (127 ) 96
Loss on disposal of property and equipment 73 1,548
Transaction costs(b) 411 —
Management fees(c) — 903
Decrease in TRA liability(d) (68,033 )   —  
Adjusted EBITDA $ 36,889     $ 24,715  
Adjusted EBITDA margin(e) 7.1 % 5.3 %
               
(a)   Adjusts for the effect of the purchase accounting step-up in the value of inventory to fair value recognized in cost of goods sold as a result of acquisitions.
(b) Represents one-time, third-party advisor costs related to our acquisitions in the period, including fees to financial advisors, accountants, attorneys and other professionals.
(c) Represents fees paid to former private equity sponsors for services provided pursuant to past management agreements. These fees are no longer being incurred.
(d) Related to adjustment in liability related to the Tax Cut and Jobs Act of 2017. See Note 19, Tax Receivable Agreement, to the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
(e) Adjusted EBITDA margin represents Adjusted EBITDA divided by net sales.
 
   
Year Ended December 31,
2017   2016
(in thousands)
Net income (loss) $ 82,480 $ (28,370 )
Interest expense, net 60,984 52,487
Income tax benefit (2,602 ) (14,733 )
Depreciation and amortization 76,850   51,378  
EBITDA 217,712 60,762
 
Unrealized (gain) loss on derivative financial instrument (13,059 ) 7,123
IPO and public company readiness expenses 5,085 —
Stock-based compensation 2,198 —
Non-cash purchase accounting effects(a) 815 6,469
Loss on disposal of property and equipment 275 1,791
Hurricane related costs(b) 430 —
Transaction costs(c)(d) 4,298 —
Management fees(e) 353 3,622
Decrease in TRA liability(f) (68,033 ) —  
Adjusted EBITDA $ 150,074   $ 79,767  
Adjusted EBITDA margin(g) 7.3 % 5.7 %
               
(a)   Adjusts for the effect of the purchase accounting step-up in the value of inventory to fair value recognized in cost of goods sold as a result of acquisitions.
(b) Represents costs related to payroll and inventory resulting from Hurricanes Harvey and Irma.
(c) Represents one-time, third-party advisor costs related to our acquisitions in the period, including fees to financial advisors, accountants, attorneys and other professionals.
(d) Certain amounts have been reclassified for the three months ended March 31, 2017, to make our presentation of Adjusted EBITDA consistent for the year ended December 31, 2017.
(e) Represents fees paid to former private equity sponsors for services provided pursuant to past management agreements. These fees are no longer being incurred.
(f) Related to adjustment in liability related to the Tax Cut and Jobs Act of 2017. See Note 19, Tax Receivable Agreement, to the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
(g) Adjusted EBITDA margin represents Adjusted EBITDA divided by net sales.
 

The following is a reconciliation of Adjusted net income (loss) to the nearest GAAP measure, net income (loss):

    Three Months Ended December 31,
2017   2016
(in thousands, except share and per share data)
Net income (loss) $ 75,892 $ (8,804 )
Unrealized (gain) loss on derivative financial instrument (14 ) 7,271
IPO and public company readiness expenses 157 —
Stock-based compensation 220 —
Non-cash purchase accounting effects(a) (127 ) 96
Loss on disposal of property and equipment 73 1,548
Transaction costs(b) 411 —
Management fees(c) — 903
Decrease in TRA liability(d) (68,033 ) —
Tax effect of adjustments(e) (278 )   (3,790 )
Adjusted net income (loss) $ 8,301     $ (2,776 )
 
Earnings (loss) per share data as reported:
Basic $ 1.77 $ (0.29 )
Diluted $ 1.77 $ (0.29 )
Earnings (loss) per share data as adjusted:
Basic $ 0.19 $ (0.09 )
Diluted $ 0.19 $ (0.09 )
 
Weighted average shares outstanding:
Basic 42,865,407 29,974,239
Diluted 42,890,114 29,974,239
(a)   Adjusts for the effect of the purchase accounting step-up in the value of inventory to fair value recognized in cost of goods sold as a result of acquisitions.
(b) Represents one-time, third-party advisor costs related to our acquisitions in the period, including fees to financial advisors, accountants, attorneys and other professionals.
(c) Represents fees paid to former private equity sponsors for services provided pursuant to past management agreements. These fees are no longer being incurred.
(d) Related to adjustment in liability related to the Tax Cut and Jobs Act of 2017. See Note 19, Tax Receivable Agreement, to the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
(e) Represents the tax effect of the adjustments to reflect corporate income taxes.
 
    Year Ended December 31,
2017   2016
(in thousands, except share and per share data)
Net income (loss) $ 82,480 $ (28,370 )
Unrealized (gain) loss on derivative financial instrument (13,059 ) 7,123
IPO and public company readiness expenses 5,085 —
Stock-based compensation 2,198 —
Non-cash purchase accounting effects(a) 815 6,469
Loss on disposal of property and equipment 275 1,791
Hurricane related costs(b) 430 —
Transaction costs(c)(d) 4,298 —
Management fees(e) 353 3,622
Decrease in TRA liability(f) (68,033 ) —
Tax effect of adjustments(g) (152 ) (7,336 )
Adjusted net income (loss) $ 14,690   $ (16,701 )
 
Earnings (loss) per share data as reported:
Basic $ 1.99 $ (0.95 )
Diluted $ 1.99 $ (0.95 )
Earnings (loss) per share data as adjusted:
Basic $ 0.35 $ (0.56 )
Diluted $ 0.35 $ (0.56 )
 
Weighted average shares outstanding:
Basic 41,486,496 29,974,239
Diluted 41,490,653 29,974,239
(a)   Adjusts for the effect of the purchase accounting step-up in the value of inventory to fair value recognized in cost of goods sold as a result of acquisitions.
(b) Represents costs related to payroll and inventory resulting from Hurricanes Harvey and Irma.
(c) Represents one-time, third-party advisor costs related to our acquisitions in the period, including fees to financial advisors, accountants, attorneys and other professionals.
(d) Certain amounts have been reclassified for the three months ended March 31, 2017 to make our presentation of Adjusted net income (loss) consistent.
(e) Represents fees paid to former private equity sponsors for services provided pursuant to past management agreements. These fees are no longer being incurred.
(f) Related to adjustment in liability related to the Tax Cut and Jobs Act of 2017. See Note 19, Tax Receivable Agreement, to the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
(g) Represents the tax effect of the adjustments to reflect corporate income taxes.

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