Atlas Engineered Products Completes Tandelle-Pacer Acquisition

NANAIMO, British Columbia, Nov. 20, 2018 (GLOBE NEWSWIRE) -- ATLAS ENGINEERED PRODUCTS LTD. (“Atlas” or the “Company”) (TSX-V: AEP)(OTC Markets: APEUF) today reports that it has completed the acquisition of Tandelle Specialty Inc. and Pacer Building Components Inc. (“Tandelle-Pacer”) of Ilderton, Ontario previously announced on August 14, 2018. With the acquisition of the Tandelle-Pacer operations, Atlas has added a large and well-established truss, engineered beam and wall and floor panel business, with a large, solid and growing customer base in the Greater Toronto area, entry into the Detroit, Buffalo and Rochester Market, and room to expand operations with ease. The acquisition of Tandelle-Pacer also adds a very experienced management team to Atlas’ Ontario operations.

Tandelle-Pacer’s unaudited revenues for the fiscal year ended October 31^st, 2017 were approximately $14.4 million with adjusted EBITDA of $1.9 million. To acquire Tandelle-Pacer, Atlas paid $8.6 million on closing, based on Tandelle-Pacer having a target net working capital of $2,280,938 on closing. The purchase price paid on closing consisted of $8.1 million in cash, and 1,063,830 Atlas common shares having an agreed upon value of $500,000. The cash portion of the purchase price was paid with $3.6 million in proceeds from the first tranche of Atlas’ $0.40 per share private placement financing, and $4.5 million in financing from a Canadian chartered bank. The cash portion of the purchase price is subject to adjustment post-closing based on Tandelle-Pacer’s actual net working capital as of the closing date.

“We are so proud of welcoming Tandelle-Pacer into the Atlas family. Completion of this acquisition is a significant milestone for Atlas, as we add enormous engineering and design skill, manufacturing capacity and strong profitability to Atlas. Tandelle-Pacer is a dominating regional player in the greater Toronto area, with a strong presence into the Buffalo & Detroit areas too,” commented Mr. Dirk Maritz, President & CEO of Atlas. “We now have a significant level of revenue and cash flow critical mass, which allows us to really target larger, really profitable acquisition targets, and deliver strong results for shareholders.”

Mr. Maritz continued, “Fundamentally, this transaction affirms the strength of both our acquisition and organic growth strategies with Atlas now approaching that $40m-$50m top-line revenue mark, and huge opportunity to grow organically in each of our group locations. Tandelle-Pacer’s demonstrated reputation for strong organic growth combines well with what we experience in the rest of the Atlas group, and the Tandelle-Pacer operation adds a large and well-established design and engineering powerhouse in the truss, engineered beam, wall and floor panel business with room to expand operations with ease.”

Please follow the attached link to view Mr. Dirk Maritz’s interview with Proactive Investors:

https://www.youtube.com/watch?v=9CcGABZz1Pw&feature=youtu.be

About Atlas Engineered Products Ltd.

Atlas Engineered Products is a leading supplier of trusses and engineered wood products. Atlas was formed over 18 years ago and operates manufacturing and distribution facilities in British Columbia and Ontario to meet the needs of residential and commercial builders. Atlas has expert design and engineering teams, multiple-shift state-of-the-art truss manufacturing operations, and large inventories of engineered beam and flooring components. Atlas aims to grow its base of business across Canada by pursuing an aggressive acquisition and consolidation and product diversification strategy. Atlas will bring its construction industry partners across Canada unparalleled excellence in service, product, and support and is committed to supplying them with the full array of components and assemblies they might require for their projects – from design to lockup

Forward Looking Information

Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control.  Such factors include, among other things: risks and uncertainties relating to the Company including those to be described in the Annual Information Form filed by the Company on June 1, 2018 and the Management’s Discussion and Analysis (“MD&A”) for the Company’s fiscal quarter ended August 31, 2018 filed by the Company on October 17^, 2018, both on www.sedar.com.  Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

*NON-GAAP / NON-IFRS FINANCIAL MEASURES

Readers are cautioned that the financial results of Tandelle-Pacer for the year ended October 31, 2017 were prepared by management and have not been reviewed or audited by an independent auditor.

In addition, certain measures in this news release do not have any standardized meaning under I­FRS and, therefore are considered non-IFRS or non-GAAP measures. These non-IFRS measures are used by management to facilitate the analysis and comparison of period-to-period operating results for the Company and to assess whether the Company’s operations are generating sufficient operating cash flow to fund working capital needs and to fund capital expenditures. As these non-IFRS measures do not have any standardized meaning under IFRS, these measures may not be comparable to similar measures presented by other issuers. The non-IFRS measures used in this news release include “EBITDA”, “EBITDA Margin”, “adjusted EBITDA”, and “adjusted EBITDA Margin”. “EBITDA” is calculated as revenue less operating expenses before interest expense, interest income, amortization and depletion, impairment charges, and income taxes.  “EBITDA Margin” is EBITDA expressed as a percentage of revenues. “Adjusted EBITDA” is EBITDA after adjusting for share-based payments, foreign exchange gains or losses and non-recurring items. “Adjusted EBITDA Margin” is Adjusted EBITDA expressed as a percentage of revenues. 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.