Cornerstone Building Brands Announces Divestiture of its Roll-up Sheet Door Business for $168 Million, Unlocks Immediate Shareholder Value

By: Cornerstone Building Brands, Inc. via Business Wire

July 27, 2021 at 17:00 PM EDT

Strengthens financial flexibility to fuel accretive growth
Enhances long-term value proposition as a scale player in large, deep markets

Cornerstone Building Brands, Inc. (NYSE: CNR) (the “Company”), the largest manufacturer of exterior building products in North America, announced today that it has entered into a definitive agreement to sell its Roll-up Sheet Door business to Janus International Group, Inc. (NYSE: JBI) (“Janus”) in a cash transaction for $168 million, subject to customary adjustments. The transaction includes products sold under the DBCI brand and is expected to close in the third quarter of 2021, subject to customary closing conditions.

“This transaction unlocks immediate value by monetizing strong assets at an attractive multiple and continues to optimize our portfolio for sustainable growth,” said James S. Metcalf, Chairman and Chief Executive Officer. “We have further strengthened our financial flexibility, which will enable us to strengthen the balance sheet and advance our long-term value creation with accretive growth opportunities.”

DBCI is a manufacturer of roll-up sheet doors and related products for both the commercial and self-storage markets. Under the terms of the agreement, the Company will sell three manufacturing operations and one sales office. Approximately 240 employees will be transferred from Cornerstone Building Brands to Janus.

Financial results for the DBCI business are reported in the Commercial segment. For the trailing twelve months ended April 3, 2021, DBCI generated approximately $85 million from sales to external and internal customers. During the same period, net sales and Adjusted EBITDA¹ of approximately $65 million and $14 million, respectively, would have been excluded from the Company’s results had the transaction closed prior to the beginning of the period. The Company expects post-tax transaction proceeds of approximately $125 million will be used to pay down a portion of its secured credit facilities, to invest in organic growth and efficiency projects, and in strategic acquisitions.

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, insulated metal panels, metal roofing, metal wall systems and metal accessories. Cornerstone Building Brands’ broad, multichannel distribution platform and expansive national footprint includes more than 20,000 employees at manufacturing, distribution and office locations throughout North America. Corporate stewardship and environmental, social and governance (ESG) responsibility are deeply 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.

About Janus International Group, Inc.

Janus International Group, Inc. (www.JanusIntl.com) is a global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions, including: roll-up and swing doors, hallway systems, re-locatable storage units and facility and door automation technologies. The Janus team operates out of several U.S. locations and six locations internationally.

Non-GAAP Financial Measures

This press release references Adjusted EBITDA, a “non-GAAP financial measure” as defined under the Securities Exchange Act of 1934 and in accordance with Regulation G. Management believes the use of such non-GAAP financial measure assists investors in understanding the operating performance of our businesses. Such non-GAAP financial measure should not be construed as an alternative to results determined in accordance with U.S. GAAP. We have included a reconciliation of Adjusted EBITDA to the most directly comparable financial measure calculated in accordance with U.S. GAAP in the tables accompanying this press release.

Forward-Looking Statements

Certain statements and information in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “anticipate,” “plan,” “potential,” “expect,” “should,” “will,” “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. Such forward-looking statements may include, but are not limited to, statements concerning our ability to satisfy the closing conditions of the transaction, our ability to consummate the transaction on the anticipated timing, if at all, our expected use of proceeds, and our ability to advance our strategy. Among the factors that could cause actual results to differ materially from those set forth in the forward-looking statements include those described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and other filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.

¹Adjusted EBITDA is a non-GAAP measure. See reconciliations of GAAP results to adjusted results in the accompanying tables.


CONSOLIDATED CORNERSTONE BUILDING BRANDS

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
NET SALES AND ADJUSTED EBITDA
(In thousands)
(Unaudited)

	Trailing Twelve Months
	Ended April 3, 2021
	Consolidated		Pro forma	Adjusted
	CNR	DBCI	Adjustment ¹	Consolidated CNR
Reported Net Sales	4,770,590	(69,889)	4,435	4,705,136

Operating income (loss), GAAP	289,493	(9,394)	(3,805)	276,294
Restructuring and impairment	22,123	(167)		21,956
Strategic development and acquisition	17,798	45		17,843
COVID-19	10,635	-		10,635
Other, net	3,806	-		3,806
Adjusted operating income	343,855	(9,516)	(3,805)	330,534

Other income and expense, net²	18,439	-		18,439
Depreciation and amortization	287,448	(710)		286,738
Adjusted EBITDA	649,742	(10,226)	(3,805)	635,711
Adjusted EBITDA % of sales	13.6%	14.6%		13.5%
¹Pro forma adjustments relate to mark to market impacts and other intercompany activities
² Includes share-based compensation expenses of approximately $17 million


CORNERSTONE BUILDING BRANDS - COMMERCIAL SEGMENT

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
NET SALES AND ADJUSTED EBITDA
(In thousands)
(Unaudited)

	Trailing Twelve Months
	Ended April 3, 2021
	Commercial		Pro forma	Adjusted
	Segment	DBCI	Adjustment ¹	Segment
Reported Net Sales	1,584,858	(69,889)	4,435	1,519,404

Operating income (loss), GAAP	184,330	(9,394)	(3,805)	171,131
Restructuring and impairment	9,237	(167)		9,070
Strategic development and acquisition	(99)	45		(54)
COVID-19	1,569	-		1,569
Other, net	372	-		372
Adjusted operating income	195,410	(9,516)	(3,805)	182,089

Other income and expense, net	920	-		920
Depreciation and amortization	45,672	(710)		44,962
Adjusted EBITDA	242,002	(10,226)	(3,805)	227,971
Adjusted EBITDA % of sales	15.2%	14.6%		15.0%
¹Pro forma adjustments relate to mark to market impacts and other intercompany activities