Knife River Corporation (NYSE: KNF) announced today that it has
entered into a definitive agreement to acquire Strata Corporation,
a leading construction materials and contracting services provider
in North Dakota and northwestern Minnesota. Based on Strata’s
projected 2025 Adj. EBITDA, the purchase price of $454 million
reflects a multiple in the high single digits.
Founded in 1910, Strata is an aggregates-based, vertically
integrated company with over 75 aggregates locations, extensive
aggregate reserves and rail assets to bring those reserves to
market. The company has 28 ready-mix plants, three asphalt plants
and a contracting services division that specializes in asphalt
paving and concrete construction. Strata is headquartered in Grand
Forks, North Dakota, and will provide infill growth for Knife
River’s Central Segment.
“Strata is respected among its peers and in its communities, and
is well-known for its strong culture and expertise,” said Knife
River President and CEO Brian Gray. “It is a great success story –
growing from a single gravel operation into a leading supplier of
construction materials that employs over 900 team members during
the peak season. We look forward to completing the transaction and
welcoming the Strata team to the Life at Knife.”
The transaction is expected to close in the first half of 2025,
subject to regulatory approval and customary closing conditions.
Knife River expects to use cash on hand and the proceeds from the
issuance of long-term debt to finance the acquisition.
“We believe this acquisition is a prime example of our
‘Competitive EDGE’ strategy to profitably grow our business,” Gray
said. “We expect Strata to be accretive to Knife River’s Adj.
EBITDA margin within the first year. Strata’s high-quality assets
allow us to expand our service territory within a region we know
well. We believe this is a great, long-term fit for us.”
Strata was founded 114 years ago as Bradshaw Gravel Supply.
Majority shareholder James Bradshaw oversaw much of the company’s
growth during his 46 years as president.
“It’s not easy building a family business and it’s even harder
coming to the point where you are ready to step away from it,”
Bradshaw, Strata’s chairman and CEO, said. “I believe there is a
great fit between Strata and Knife River. Both companies are
strongly aligned with our cultures of putting people first and
operating with integrity. We want what is best for our team and
their future, and we believe that is with Knife River.”
About Knife River
Knife River Corporation, a member of the S&P MidCap 400
index, mines aggregates and markets crushed stone, sand, gravel and
related construction materials, including ready-mix concrete,
asphalt and other value-added products. Knife River also performs
vertically integrated contracting services, specializing in
publicly funded DOT projects and private projects across the
industrial, commercial and residential space. For more information
about the company, visit www.kniferiver.com.
Forward-Looking Statements
The information in this news release highlights the key growth
strategies, projections and certain assumptions for the company and
its subsidiaries, including with respect to the consummation of the
acquisition of Strata and the timing and benefits thereof. Many of
these highlighted statements and other statements not historical in
nature are “forward-looking statements” within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended.
Although the company believes that its expectations are expressed
in good faith and based on reasonable assumptions, there is no
assurance the company’s projections or estimates for growth,
shareholder value creation, long-term goals, other proposed
strategies or statements related to the acquisition of Strata will
be achieved. Please refer to assumptions contained in this news
release, as well as the various important factors listed in Part I,
Item 1A - Risk Factors in the company's 2023 Form 10-K and
subsequent filings with the Securities and Exchange Commission.
Changes in such assumptions and factors could cause actual
future results to differ materially from those expressed in the
forward-looking statements. All forward-looking statements in this
news release are expressly qualified by such cautionary statements
and by reference to the underlying assumptions. Undue reliance
should not be placed on forward-looking statements, which speak
only as of the date they are made. Except as required by law, Knife
River does not undertake to update forward-looking statements,
whether as a result of new information, future events or
otherwise.
Non-GAAP Financial Measures
Adjusted EBITDA margin is considered a non-GAAP measure of
financial performance. This non-GAAP financial measure is not a
measure of financial performance under GAAP. The items excluded
from this non-GAAP financial measure are significant components in
understanding and assessing financial performance. Therefore, this
non-GAAP financial measure should not be considered a substitute
for the applicable GAAP metric.
Adjusted EBITDA margin is most directly comparable to the
corresponding GAAP measure of net income margin. We believe this
non-GAAP financial measure, in addition to the corresponding GAAP
measure, is useful to investors by providing meaningful information
about operational efficiency compared to our peers by excluding the
impacts of differences in tax jurisdictions and structures, debt
levels and capital investment. We believe Adjusted EBITDA margin is
a useful performance measure because it allows for an effective
evaluation of our operating performance by excluding stock-based
compensation and unrealized gains and losses on benefit plan
investments as they are considered non-cash and not part of our
core operations. We also exclude the one-time, non-recurring costs
associated with the separation of Knife River from MDU Resources as
those are not expected to continue. We believe Adjusted EBITDA
margin is a useful performance measure because it provides clarity
as to the operational results of the company. Our management uses
this non-GAAP financial measure in conjunction with GAAP results
when evaluating our operating results internally and calculating
employee incentive compensation.
EBITDA is calculated by adding back income taxes, interest
expense (net of interest income) and depreciation, depletion and
amortization expense to net income. Adjusted EBITDA is calculated
by adding back unrealized gains and losses on benefit plan
investments, stock-based compensation and one-time separation
costs, to EBITDA. Adjusted EBITDA margin is calculated by dividing
Adjusted EBITDA by revenues. This non-GAAP financial measure should
not be considered as an alternative to, or more meaningful than,
the GAAP financial measure of net income margin and is intended to
be a helpful supplemental financial measure for investors’
understanding of our operating performance. Our non-GAAP financial
measure is not standardized; therefore, it may not be possible to
compare this financial measure with other companies’ Adjusted
EBITDA margin measure having the same or similar names.
Knife River’s projection for Adjusted EBITDA margin and Strata’s
projected 2025 Adjusted EBITDA are non-GAAP financial measures that
exclude or otherwise have been adjusted for non-GAAP adjustment
items from Knife River’s or Strata’s GAAP financial statements, as
applicable. When the company provides its forward-looking
projection for Adjusted EBITDA margin and Strata’s projected 2025
Adjusted EBITDA, it does not provide a reconciliation of these
non-GAAP financial measures as Knife River is unable to predict
with a reasonable degree of certainty the actual impact of the
non-GAAP adjustment items. By their very nature, non-GAAP
adjustment items are difficult to anticipate with precision because
they are generally associated with unexpected and unplanned events
that impact our company and its financial results, including, but
not limited to, the potentially high variability, complexity and
low visibility with respect to the items that would be excluded
from the applicable GAAP measure in the relevant future period,
such as unusual gains and losses, the impact and timing of
potential acquisitions and divestitures, certain financing costs
and other structural changes or their probable significance.
Therefore, Knife River is unable to provide a reconciliation of
these measures without unreasonable efforts.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241220739075/en/
Media: Tony Spilde, senior director of communications,
541-693-5949 Investor: Zane Karimi, director of investor relations,
503-944-3508
Knife River (NYSE:KNF)
過去 株価チャート
から 12 2024 まで 1 2025
Knife River (NYSE:KNF)
過去 株価チャート
から 1 2024 まで 1 2025
