EX-99.1 2 nc10006062x1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Continental Building Products Reports Third Quarter 2019 Results and Announces
Agreement to be Acquired by Saint-Gobain for $37.00 Per Share in Cash

- Transaction Valued at $1.4 Billion and Represents Premium of Approximately 34.4% -

Herndon, Virginia, November 12, 2019.  Continental Building Products, Inc. (NYSE: CBPX) (the “Company”), a leading manufacturer of gypsum wallboard and complementary finishing products, announced today results for the third quarter ended September 30, 2019.  The Company also announced that it has entered into a definitive agreement pursuant to which it will be acquired by Compagnie de Saint-Gobain S.A. (“Saint-Gobain”) (PAR: SGO) for $37.00 per share in cash.

Highlights of Third Quarter 2019 as Compared to Third Quarter 2018


Wallboard sales volumes increased 4.6% to 705 million square feet


Net sales decreased 2.9% to $127.4 million


Generated cash flows from operations of $24.2 million


Deployed $7.5 million in capital investments, primarily for high-return initiatives


Fully settled previously-disclosed Buchanan insurance claim and recovered all estimated operating income lost due to the business interruption

“During the quarter we generated significant cash flows from operations and demonstrated the strength of our low cost, highly efficient operations,” stated Jay Bachmann, President and Chief Executive Officer.  “Sales volumes improved in the quarter and we continue to be encouraged by strengthening demand in the new home construction market. We remain laser focused on our Bison Way efforts and continue to invest in high-return capital projects to ensure that we are well positioned to provide exceptional value to customers for years to come.  I would like to thank all of our associates for their hard work and contributions to our achievements and success.”

Details of Saint-Gobain Acquisition

The Company has signed a definitive merger agreement to be acquired by Saint-Gobain, a worldwide manufacturer and distributor of high performance materials and solutions in the building, transportation, infrastructure and industry markets, in a transaction representing an enterprise value of approximately $1.4 billion. The purchase price represents a premium of approximately 34.4% over Continental Building Product’s volume weighted average share price during the 60 days ended November 11, 2019.

Edward Bosowski, Chairman of Continental Building Products and Mr. Bachmann, stated, “Building on our successful accomplishments since 2013, we are pleased to reach this agreement with Saint-Gobain and to provide liquidity, certainty and compelling value to our stockholders. We believe our combined business will be better positioned to enhance our product offerings, customer relationships and operating platform. With our mutual focus on dedicated service to customers and operational excellence, we believe this transaction provides an opportunity to benefit all of our stakeholders.”

Under the terms of the agreement, the Company will be merged with and into a newly-formed subsidiary of Saint-Gobain and each issued and outstanding share of the Company’s common stock will be converted into the right to receive $37.00 per share in cash.

The transaction has been unanimously approved by the Company’s Board of Directors. The transaction is subject to customary closing conditions, including approval by Continental stockholders and required antitrust approvals.

Citi is serving as exclusive financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal counsel to Continental Building Products.

Third Quarter 2019 Results vs. Third Quarter 2018

Net sales of $127.4 million decreased 2.9%, compared to $131.2 million in the prior year quarter.  Wallboard sales volumes increased 4.6% to 705 million square feet (MMSF), compared to 674 MMSF in the prior year quarter, primarily attributable to stronger demand.  Average mill net price decreased by 8.4% compared to the prior year quarter, and was down 0.9% sequentially compared to the second quarter 2019.

Operating income was down 26.3% to $19.9 million, compared to $27.0 million in the prior year quarter, mainly due to lower pricing.  SG&A expense was $9.6 million compared to $10.0 million in the prior year quarter, or 7.6% of net sales for both periods.

Net interest expense decreased 12.0% to $2.2 million, compared to $2.5 million in the prior year quarter, primarily a result of higher investment income, along with the benefits of a lower spread obtained on the term debt in the fourth quarter 2018.

Net income decreased $5.1 million or 27.6% to $13.4 million, or $0.39 per share, compared to $18.6 million, or $0.51 per share, in the prior year quarter.  The $5.1 million decrease in net income was primarily a result of the decrease in net sales.

Balance Sheet and Cash Flow

As of September 30, 2019, the Company had a cash balance of $126.4 million and total outstanding borrowings of $266.8 million.  During the third quarter 2019, the Company generated cash flows from operations of $24.2 million and deployed $7.5 million in capital investments.

Buchanan Plant Update

As previously announced, in January 2019 the Company’s Buchanan, New York plant experienced a significant equipment malfunction, resulting in a temporary outage at the plant.  The Company has standard insurance coverage that is intended to cover circumstances such as these, including business interruption insurance.  During the nine months ended September 30, 2019, the Company recorded $4.9 million of insurance claim proceeds to compensate for estimated operating income associated with the lost sales from business interruption that otherwise would have been made if the plant had been operating normally.  As of September 30, 2019, the Company has fully settled the claim and has received all anticipated insurance payments associated with the outage.

Details of Insurance Claims and Cash Payments Related to Buchanan Outage

   
Claim Details
   
Cash Details
 
   
Claim
Amount
   
Insurance
Deductible
   
Net recovery
recorded in nine
months ended
September 30,
2019
   
Cash received
in the nine
months ended
September 30,
2019
   
Receivable
Recorded as of
September 30,
2019
 
   
(in thousands)
 
Rebuild property, plant and equipment damaged (a)
 
$
1,839
   
$
250
   
$
1,589
   
$
1,589
   
$
 
Directs costs associated with business interruption (b)
   
3,015
     
     
3,015
     
3,015
     
 
Lost operating income associated with lost sales from business interruption (c)
   
4,861
     
     
4,861
     
4,861
     
 
   
$
9,715
   
$
250
   
$
9,465
   
$
9,465
   
$
 

(a)
The rebuild of property, plant and equipment damaged and related net recovery resulted in a net gain of $1.5 million.

(b)
Direct costs associated with the business interruption include various expenses such as additional freight to ship to customers at greater distances from other plants, additional freight costs to reroute incoming raw materials and other various costs that were incurred as a result of the Buchanan outage and have been covered by the Company’s insurance policy.  The amounts reported are for the nine months ending September 30, 2019.  The net recovery of direct costs associated with business interruption were netted against actual costs incurred resulting in a net impact of zero to the income statement.

(c)
This represents the insurance proceeds for the lost operating income and EBITDA1 the Company received related to the Buchanan outage.
2

Investor Conference Call

In light of the pending acquisition by Saint-Gobain, Continental Building Products does not plan to host an earnings call nor update its previously-communicated forward-looking outlook.

Saint-Gobain will host an analyst/investor conference call on November 13, 2019 at 8:00 a.m. Paris time (2:00 a.m. Eastern time) to review the proposed transaction. A presentation regarding the transaction will be available on Saint-Gobain’s website at http://www.saint-gobain.com/en/finance/events-and-financial-results. To participate in the call, please dial 1 646 722 4916 (code 32935652#) (international). A replay of the conference call will be available by dialing 1 646 722 4969 (code 418887531#), beginning at 10:30 a.m. Paris time (4:30 a.m. Eastern time).

About Continental Building Products

Continental Building Products is a leading North American manufacturer of gypsum wallboard and complementary finishing products.  The Company is headquartered in Herndon, Virginia with operations serving the residential, commercial and repair and remodel construction markets primarily in the eastern United States and eastern Canada.  For additional information, visit www.continental-bp.com.

About Saint-Gobain

Saint-Gobain designs, manufactures and distributes materials and solutions which are key ingredients in the wellbeing of each of us and the future of all. They can be found everywhere in our living places and our daily life: in buildings, transportation, infrastructure and in many industrial applications. They provide comfort, performance and safety while addressing the challenges of sustainable construction, resource efficiency and climate change. With 2018 sales of $41.8 billion, Saint-Gobain operates in 68 countries and has more than 180,000 employees. For more information about Saint-Gobain, visit www.saint-gobain.com and the twitter account @saintgobain.

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, including its Annual Report on Form 10-K and its 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.

Additional Information and Where to Find It

This communication relates to the proposed merger transaction involving the Company. In connection with the proposed merger, the Company will file relevant materials with the SEC, including the Company’s proxy statement on Schedule 14A (the “Proxy Statement”). 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 merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, http://www.sec.gov, and the Company’s website, https://continental-bp.com/en/home/. In addition, the documents (when available) may be obtained free of charge by directing a request to Investor Relations by email at investorrelations@continental-bp.com or by calling (703) 480-3980.
3

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company’s common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth in the definitive proxy statement for the Company’s 2019 annual meeting of stockholders, which was filed with the SEC on March 18, 2019, and in other documents filed by the Company with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.

1 See the financial schedules at the end of this press release for a reconciliation of EBITDA, adjusted EBITDA, adjusted net income and adjusted earnings per share, which are non-GAAP financial measures, to relevant GAAP financial measures, and a discussion of why they are useful to investors.

Contact Information
Investor Relations:
Tel.: (703) 480-3980
Investorrelations@continental-bp.com

For media inquiries:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
(212) 257-4170
4

Continental Building Products, Inc.
Consolidated Statements of Operations
(unaudited)

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 30,
2019
   
September 30,
2018
   
September 30,
2019
   
September 30,
2018
 
   
(in thousands, except share data and per share amounts)
 
Net sales
 
$
127,439
   
$
131,234
   
$
373,677
   
$
387,304
 
Cost of goods sold
   
99,532
     
94,306
     
286,288
     
279,185
 
Gross profit
   
27,907
     
36,928
     
87,389
     
108,119
 
Selling and administrative expense
   
9,626
     
9,957
     
28,397
     
29,826
 
Loss on intangible asset impairment
   
     
     
2,911
     
 
Gain from insurance recoveries, net
   
     
     
1,513
     
 
Gain from business interruption insurance
   
1,623
     
     
4,861
     
 
Operating income
   
19,904
     
26,971
     
62,455
     
78,293
 
Other expense, net
   
(66
)
   
(29
)
   
(168
)
   
(256
)
Interest expense, net
   
(2,220
)
   
(2,549
)
   
(7,107
)
   
(7,963
)
Income before losses from equity method investment and provision for income taxes
   
17,618
     
24,393
     
55,180
     
70,074
 
Losses from equity method investment
   
(191
)
   
(393
)
   
(603
)
   
(1,148
)
Income before provision for income taxes
   
17,427
     
24,000
     
54,577
     
68,926
 
Provision for income taxes
   
(3,979
)
   
(5,436
)
   
(12,355
)
   
(14,821
)
Net income
 
$
13,448
   
$
18,564
   
$
42,222
   
$
54,105
 
                                 
Net income per share:
                               
Basic
 
$
0.39
   
$
0.51
   
$
1.21
   
$
1.46
 
Diluted
 
$
0.39
   
$
0.50
   
$
1.21
   
$
1.46
 
Weighted average shares outstanding:
                               
Basic
   
34,688,206
     
36,732,746
     
34,911,640
     
37,012,536
 
Diluted
   
34,775,451
     
36,918,904
     
34,996,694
     
37,181,387
 
5

Continental Building Products, Inc.
Consolidated Balance Sheets

   
September 30,
2019
   
December 31,
2018
 
   
(unaudited)
     
   
(in thousands)
 
Assets:
           
Cash and cash equivalents
 
$
126,433
   
$
102,633
 
Trade receivables, net
   
43,098
     
38,454
 
Inventories, net
   
35,486
     
32,225
 
Prepaid and other current assets
   
7,275
     
19,805
 
Total current assets
   
212,292
     
193,117
 
Property, plant and equipment, net
   
281,802
     
288,368
 
Customer relationships and other intangibles, net
   
54,450
     
62,680
 
Goodwill
   
119,945
     
119,945
 
Equity method investment
   
7,216
     
7,975
 
Operating lease - right of use assets
   
760
     
 
Debt issuance costs
   
160
     
296
 
Total Assets
 
$
676,625
   
$
672,381
 
Liabilities and Shareholders’ Equity:
               
Liabilities:
               
Accounts payable
 
$
31,037
   
$
48,060
 
Accrued and other liabilities
   
13,165
     
12,815
 
Debt, current portion
   
1,695
     
1,669
 
Operating lease liabilities, current portion
   
633
     
 
Total current liabilities
   
46,530
     
62,544
 
Deferred taxes and other long-term liabilities
   
19,173
     
20,204
 
Debt, non-current portion
   
260,617
     
261,886
 
Operating lease liabilities, non-current portion
   
690
     
 
Total Liabilities
   
327,010
     
344,634
 
Shareholders’ Equity:
               
Undesignated preferred stock, par value $0.001 per share; 10,000,000 shares authorized, no shares issued and outstanding
   
     
 
Common stock, $0.001 par value per share; 190,000,000 shares authorized; 44,539,759 and 44,472,214 shares issued and 34,688,206 and 35,401,868 shares outstanding as of September 30, 2019 and December 31, 2018, respectively
   
44
     
44
 
Additional paid-in capital
   
328,781
     
327,515
 
Less: Treasury stock
   
(229,073
)
   
(209,050
)
Accumulated other comprehensive loss
   
(4,988
)
   
(3,391
)
Accumulated earnings
   
254,851
     
212,629
 
Total Shareholders’ Equity
   
349,615
     
327,747
 
Total Liabilities and Shareholders’ Equity
 
$
676,625
   
$
672,381
 
6

Continental Building Products, Inc.
Consolidated Statements of Cash Flows
(unaudited)

   
For the Nine Months Ended
 
   
September 30,
2019
   
September 30,
2018
 
   
(in thousands)
 
Cash flows from operating activities:
           
Net income
 
$
42,222
   
$
54,105
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
32,234
     
32,966
 
Amortization of debt issuance costs and debt discount
   
930
     
931
 
Gain from insurance recoveries, net
   
(1,513
)
   
 
Loss on intangible asset impairment
   
2,911
     
 
Losses from equity method investment
   
603
     
1,148
 
Amortization of deferred gain on terminated swaps
   
(873
)
   
(632
)
Share-based compensation
   
1,706
     
2,459
 
Deferred taxes
   
     
(457
)
Change in assets and liabilities:
               
Trade receivables
   
(4,678
)
   
(914
)
Inventories
   
(3,190
)
   
(7,627
)
Prepaid expenses and other current assets
   
12,453
     
1,264
 
Accounts payable
   
(16,451
)
   
(52
)
Accrued and other current liabilities
   
(433
)
   
1,089
 
Other long-term liabilities
   
(176
)
   
(226
)
Net cash provided by operating activities
   
65,745
     
84,054
 
Cash flows from investing activities:
               
Payments for property, plant and equipment
   
(19,287
)
   
(19,761
)
Payments for intangible assets
   
(1,551
)
   
(1,359
)
Proceeds from insurance recoveries
   
1,589
     
125
 
Capital contributions to equity method investment
   
(407
)
   
(548
)
Distributions from equity method investment
   
564
     
468
 
Net cash used in investing activities
   
(19,092
)
   
(21,075
)
Cash flows from financing activities:
               
Proceeds from exercise of stock options
   
118
     
145
 
Tax withholdings on share-based compensation
   
(1,165
)
   
(547
)
Principal payments for debt
   
(2,037
)
   
(2,037
)
Payments to repurchase common stock
   
(20,023
)
   
(27,425
)
Net cash used in financing activities
   
(23,107
)
   
(29,864
)
Effect of foreign exchange rates on cash and cash equivalents
   
254
     
(184
)
Net change in cash and cash equivalents
   
23,800
     
32,931
 
Cash, beginning of period
   
102,633
     
72,521
 
Cash, end of period
 
$
126,433
   
$
105,452
 
7

Reconciliation of Non-GAAP Measures

EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, and adjusted earnings per share have been presented in this press release as supplemental measures of financial performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”).  This release presents EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, and adjusted earnings per share as supplemental performance measures because management believes that they facilitate a comparative assessment of the Company’s operating performance relative to its performance based on results under GAAP while isolating the effects of some items that vary from period to period without any correlation to core operating performance and eliminate certain charges that management believes do not reflect the Company’s operations and underlying operational performance.  Furthermore, the Company’s Board of Directors’ compensation committee uses EBITDA to evaluate management’s compensation.  Management also believes that EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, and adjusted earnings per share are useful to investors because they allow investors to view the business through the eyes of management and the Board of Directors, facilitating comparison of results across historical periods.

EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, and adjusted earnings per share may not be comparable to similarly titled measures of other companies because other companies may not calculate EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, and adjusted earnings per share in the same manner.  EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, and adjusted earnings per share are not measurements of the Company’s financial performance under GAAP and should not be considered in isolation or as alternatives to net income or earnings per share determined in accordance with GAAP or any other financial statement data presented as indicators of financial performance or liquidity, each as calculated and presented in accordance with GAAP.

Reconciliation of Net Income to EBITDA and Adjusted EBITDA - Non-GAAP Measures

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 30,
2019
   
September 30,
2018
   
September 30,
2019
   
September 30,
2018
 
   
(unaudited, in thousands)
 
Net income
 
$
13,448
   
$
18,564
   
$
42,222
   
$
54,105
 
Adjustments:
                               
Other expense, net
   
66
     
29
     
168
     
256
 
Interest expense, net
   
2,220
     
2,549
     
7,107
     
7,963
 
Losses from equity method investment
   
191
     
393
     
603
     
1,148
 
Provision for income taxes
   
3,979
     
5,436
     
12,355
     
14,821
 
Depreciation and amortization
   
11,143
     
11,580
     
32,234
     
32,966
 
EBITDA - Non-GAAP measure
 
$
31,047
   
$
38,551
   
$
94,689
   
$
111,259
 
Gain from insurance recoveries, net
   
     
     
(1,513
)
   
 
Non-cash impairment
   
     
     
2,911
     
 
Adjusted EBITDA—Non-GAAP Measure
 
$
31,047
   
$
38,551
   
$
96,087
   
$
111,259
 
Adjusted EBITDA Margin - Adjusted EBITDA as a percentage of net sales - Non-GAAP measure
   
24.4
%
   
29.4
%
   
25.7
%
   
28.7
%
8

Reconciliation of Net Income and Earnings Per Share to Adjusted Net Income and Adjusted Earnings Per Share

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 30,
2019
   
September 30,
2018
   
September 30,
2019
   
September 30,
2018
 
   
(unaudited, in thousands, except share data and per share amounts)
 
Net income - GAAP measure
 
$
13,448
   
$
18,564
   
$
42,222
   
$
54,105
 
Gain from insurance recoveries, net of tax (a)
   
     
     
(1,173
)
   
 
Non-cash impairment loss, net of tax (b)
   
     
     
2,257
     
 
Adjusted net income - Non-GAAP measure
 
$
13,448
   
$
18,564
   
$
43,306
   
$
54,105
 
                                 
Earnings per share - GAAP measure
 
$
0.39
   
$
0.51
   
$
1.21
   
$
1.46
 
Gain from insurance recoveries, net of tax (a)
   
     
     
(0.03
)
   
 
Non-cash impairment loss, net of tax (b)
   
     
     
0.06
     
 
Adjusted earnings per share - Non-GAAP measure
 
$
0.39
   
$
0.51
   
$
1.24
   
$
1.46
 

(a)
Gain from insurance recoveries is shown net of tax expense of $0.3 million for the nine months ended September 30, 2019.

(b)
Loss from non-cash impairment is shown net of tax benefit of $0.7 million for the nine months ended September 30, 2019.

Other Financial and Operating Data

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 30,
2019
   
September 30,
2018
   
September 30,
2019
   
September 30,
2018
 
   
(in thousands, except mill net)
 
Capital expenditures and software purchased or developed
 
$
7,473
   
$
7,324
   
$
20,838
   
$
21,120
 
Wallboard sales volume (million square feet)
   
705
     
674
     
2,032
     
2,011
 
Mill net sales price (a)
 
$
142.41
   
$
155.43
   
$
145.13
   
$
153.70
 

(a)
Mill net sales price represents average selling price per thousand square feet net of freight and delivery costs.

Interim Volumes and Mill Net Prices

   
For the Three Months Ended
 
   
September 30,
2018
   
December 31,
2018
   
March 31,
2019
   
June 30,
2019
   
September 30,
2019
 
Volumes (million square feet)
   
674
     
725
     
649
     
678
     
705
 
Mill net sales price (a)
 
$
155.43
   
$
154.20
   
$
149.48
   
$
143.77
   
$
142.41
 

(a)
Mill net sales price represents average selling price per thousand square feet net of freight and delivery costs.

9