Denali news & news releases

March 18, 1999

 

The world’s largest engineered FRP products company is formed.

 

Oldenzaal, The Netherlands and Houston, United States ­ Denali Incorporated (Nasdaq: DNLI) and Welna N.V. (Amsterdam Stock Exchange: Welna) today announced they have entered into a letter of intent under which Denali will acquire Welna for 37.00 Euros per share, as well as assume approximately 11.5 million Euros in debt. The total transaction is valued at approximately 50 million Euros or U.S. $55 million.

The transaction will create the world’s largest engineered fiberglass-reinforced plastics (FRP) company dedicated to providing corrosion-resistant products and services to process industries, including chemical processing, pulp and paper, microelectronics, power and others. Welna also has a trading company that specializes in providing engineered systems for power generation, water treatment, paper and chemical processing industries. The company will have approximately $250 million in annual revenues and manufacturing locations in the United States, The Netherlands, Germany, France, United Kingdom, Poland, Venezuela, and Thailand. The Welna companies will continue to operate autonomously.

"The combination of Denali and Welna creates a tremendous core of engineering and manufacturing capabilities," stated Edward de Boer, president and chief executive officer of Denali Incorporated. "The diversity and scope of our products, markets, and technologies will allow Denali to provide more complete and efficient solutions to our customers’ needs, whether they are in North America, Europe, Asia or South America. Between product and market synergies, technology transfers, cross-selling opportunities, and our strategy for continued growth, the next few years will be very exciting for our customers, our suppliers, our shareholders, and our employees."

"Denali Incorporated and Welna N.V. together create a promising opportunity for all stakeholders," commented Henk Kroes, Welna N.V. chief executive officer. "The operating characteristics and business philosophies of both companies are identical and will create value in the future. Welna brings to the combination a strong competitive position in the European market as well as good access to the markets surrounding Europe, particularly through our subsidiaries in France and the United Kingdom. Through its technology and market experience, Welna will have a key role in the ongoing growth of the combined company and numerous opportunities for Welna’s personnel are present."

"Besides being highly strategic, Denali believes the transaction to be accretive in calendar year 2000 and beyond," said Edward de Boer. "Furthermore, the transaction provides another platform to continue our growth and deliver value to shareholders and customers around the world."

The transaction is subject to approval by Welna N.V. shareholders and other customary closing conditions. It is expected that the transaction will be completed this summer, first quarter of fiscal year 2000.

Denali Incorporated is a provider of products and services for handling critical fluids, which are liquids, liquid mixtures, and slurries that are economically valuable or potentially hazardous to the environment. The company is a manufacturer of engineered fiberglass-composite products for corrosion-resistant applications as well as steel, aboveground storage tanks. Denali Incorporated is headquartered in Houston, Texas, and markets its products nationally through its subsidiaries Containment Solutions (Houston), Ershigs (Bellingham, WA), Fibercast (Tulsa, OK), SEFCO (Tulsa, OK), Plasti-Fab (Tualatin, OR), and Belco (Belton, TX).

Welna N.V., a 120-year-old company, operates through two divisions. Welna Kunststoffen B. V. designs, manufactures, and installs all forms of FRP pipe systems, vessels and other related equipment requiring high levels of corrosion resistance. Welna Handel B.V. is a trading firm that specializes in high quality products and engineered systems for power generation, water treatment, and paper and chemical processing industries. Welna N.V. is headquartered in Oldenzaal, The Netherlands, and markets its products through its subsidiaries in The Netherlands, Germany, United Kingdom, Belgium, Sweden, France, and Poland.

For more information on Denali Incorporated, please contact Mel Carter, vice president of business development, at 713.627.0933, or visit the Denali Incorporated Website at www.denaliincorporated.com.

NOTE: This news release contains certain forward-looking statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information relating to the company and its subsidiaries that are based on the beliefs of the company's management as well as assumptions made by and information currently available to the company management. When used in this report, the words, "anticipate", "believe", "estimate", "expect", and "intend" and words or phrases of similar import, as they relate to the company or its subsidiaries or company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.

 


March 2, 1999

 

Denali appoints new chairman of the board.

 

Houston ­ Denali Incorporated (Nasdaq: DNLI) today announced the appointment of Richard W. Volk and Edward de Boer to the board of directors of the company. Mr. Volk was also elected chairman of the board of directors.

Mr. Volk has a consulting practice that specializes in the formulation and implementation of long-term strategies for a varied client base. Mr. Volk also serves on the board of directors of Cockrell Resources, Inc., Osborn Heirs Company, and The Yuma Companies, and has been involved in numerous other business and civic boards.

Prior to forming his consulting practice, Mr. Volk was group general manager of BHP Petroleum’s Australia Division in Melborne, Australia, from 1989 to 1991; president and chief executive officer of BHP Petroleum (Americas) from 1985 to 1989; and chairman and CEO of Energy Reserves Group from 1983 to 1985 and president and CEO from 1973 to 1982. Mr. Volk has a petroleum engineering degree from the Colorado School of Mines and a J.D. from the University of Denver.

Mr. de Boer is president and chief executive officer of Denali Incorporated. Prior to joining Denali in January 1997, Mr. de Boer served as president and CEO of EnviroTech Pumpsystems, Inc., a wholly-owned subsidiary of the Weir Group of Glasgow, Scotland, between 1994 and 1996; was president of Baker Hughes’ EnviroTech Pump Group from 1990 to 1994; and president of BGA International from 1988 to 1990. Mr. de Boer has a B.S. in mechanical engineering from the Institute of Technology in the Netherlands.

Denali Incorporated is a provider of products and services for handling critical fluids, which are liquids, liquid mixtures, and slurries that are economically valuable or potentially hazardous to the environment. The company is a manufacturer of engineered fiberglass-composite products for corrosion-resistant applications as well as steel, aboveground storage tanks. Denali Incorporated is headquartered in Houston, Texas, and markets its products nationally through its subsidiaries Containment Solutions (Houston), Ershigs (Bellingham, WA), Fibercast (Tulsa, OK), SEFCO (Tulsa, OK), Plasti-Fab (Tualatin, OR), and Belco (Belton, TX).

For more information on Denali Incorporated, please contact Mel Carter, vice president of business development, at 713.627.0933, or visit the Denali Incorporated Website at www.denaliincorporated.com.

NOTE: This news release contains certain forward-looking statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information relating to the company and its subsidiaries that are based on the beliefs of the company's management as well as assumptions made by and information currently available to the company management. When used in this report, the words, "anticipate", "believe", "estimate", "expect", and "intend" and words or phrases of similar import, as they relate to the company or its subsidiaries or company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.


February 4, 1999

 

Denali completes Belco acquisition.

 

Houston - Denali Incorporated (Nasdaq: DNLI) today announced that it has completed the purchase of the outstanding stock of the Belco Manufacturing Companies ("Belco") for a combination of cash, stock, and seller’s note. Located in Belton, Texas, Belco is a manufacturer of engineered fiberglass-reinforced plastic ("FRP") tanks, vessels, and piping systems. Belco’s products are sold primarily into the water/wastewater and oil and gas industries where corrosion-resistant products are needed.

"Belco’s manufacturing and market expertise enhances Denali’s overall product offering, leading to more opportunities to provide comprehensive solutions to our customers," stated Edward de Boer, president and chief executive officer of Denali Incorporated. "Belco and Plasti-Fab, our two most recent acquisitions, are particularly strong in the water/wastewater industry and provide us with a strong foundation for continued growth in that market."

Denali Incorporated is a provider of products and services for handling critical fluids, which are liquids, liquid mixtures, and slurries that are economically valuable or potentially hazardous to the environment. The company is a manufacturer of fiberglass-composite, underground storage tanks; steel, aboveground storage tanks; and engineered, fiberglass-composite products for corrosion-resistant applications. Denali Incorporated is headquartered in Houston, Texas, and markets its products nationally through its subsidiaries Containment Solutions, Inc. (Houston), Ershigs, Inc. (Bellingham, WA), Fibercast (Tulsa, OK), SEFCO, Inc. (Tulsa, OK) and Plasti-Fab, Inc. (Tualatin, OR).

For more information on Denali Incorporated, please contact Mel Carter, vice president of business development, at 713.627.0933, or visit the Denali Incorporated Website at www.denaliincorporated.com.

NOTE: This news release contains certain forward-looking statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information relating to the company and its subsidiaries that are based on the beliefs of the company's management as well as assumptions made by and information currently available to the company management. When used in this report, the words, "anticipate", "believe", "estimate", "expect", and "intend" and words or phrases of similar import, as they relate to the company or its subsidiaries or company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.


January 25, 1999

 

Denali reports significant increase in earnings for second quarter.

 

Houston - Denali Incorporated (Nasdaq: DNLI) today reported net income for the second quarter ended December 26, 1998, was $916,000, or $.19 per diluted share on revenues of $38.4 million. Denali Incorporated’s net income was $1,339,000 or $.28 per diluted share, excluding a non-recurring compensation charge of $682,000 ($423,000 net of tax) associated with the late Stephen Harcrow’s salary continuation agreement.

As compared to the same quarter the prior year, revenues increased 54% and earnings, net of the non-recurring compensation charge, increased 139% to $1,339,000 from $561,000.

For the six months ended December 26, 1998, as compared to the six months ended, December 27, 1997, revenues increased over 57% to $73.9 million from $46.9 million. For the same periods, net income increased 189% to $2,624,000 from $908,000, excluding the impact of non-recurring compensation charges in both years.

"Denali’s revenues and earnings continue to show tremendous growth on a year-to-year basis, resulting from both acquisitions and internal growth," stated Edward de Boer, president and chief executive officer. "Denali’s fiberglass-composite underground and steel aboveground storage tanks businesses are particularly strong. These products, marketed to the downstream petroleum equipment industry, are benefiting from both EPA regulations and our customers’ expansion plans."

Denali Incorporated is a provider of products and services for handling critical fluids, which are liquids, liquid mixtures, and slurries that are economically valuable or potentially hazardous to the environment. The company is a manufacturer of fiberglass-composite, underground storage tanks; steel, aboveground storage tanks; and engineered, fiberglass-composite products for corrosion-resistant applications. Denali Incorporated is headquartered in Houston, Texas, and markets its products nationally through its subsidiaries Containment Solutions, Inc. (Houston), Ershigs, Inc. (Bellingham, WA), Fibercast (Tulsa, OK), SEFCO, Inc. (Tulsa, OK) and Plasti-Fab, Inc. (Tualatin, OR).

For more information on Denali Incorporated, please contact Mel Carter, vice president of business development, at 713.627.0933, or visit the Denali Incorporated Website at www.denaliincorporated.com.

NOTE: This news release contains certain forward-looking statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information relating to the company and its subsidiaries that are based on the beliefs of the company's management as well as assumptions made by and information currently available to the company management. When used in this report, the words, "anticipate", "believe", "estimate", "expect", and "intend" and words or phrases of similar import, as they relate to the company or its subsidiaries or company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.

  Denali Incorporated 
  Consolidated Statements of Operations 
   (Unaudited)
         
  Three months ended Six months ended
 
December 26,
December 27,
December 26,
December 27,
 
1998

1997

1998

1997

  (In thousands, except per share amounts)
         
Net sales $ 38,353 $ 24,914 $ 73,888 $ 46,893
Cost of sales 28,213 19,183 54,982 36,332




Gross profit 10,140 5,731 18,906 10,561
Selling, general and administrative expenses 7,317 4,421 13,506 8,246
Non-recurring compensation expense 682 ­ 682 2,312




Operating income 2,141 1,310 4,718 3
Interest expense 631 486 1,285 1,093
Interest income ­ (27) (12) (47)
Other expense (income), net 31 (84) (107) (226)




Income (loss) before income taxes 1,479 935 3,552 (817)
Income tax expense 563 355 1,351 568




Net income (loss) before extraordinary item 916 580 2,201 (1,385)
Extraordinary loss on early extinguishment of        
debt, net of income tax benefit of $12 ­ 19 ­ 19




Net income (loss) 916 561 2,201 (1,404)
Dividends on Series A Preferred Stock ­ ­ ­ (30)




Net income (loss) attributable to common stock $ 916 $ 561 $ 2,201 $ (1,434)
 



Net income (loss) per common share assuming dilution:        
Income (loss) before extraordinary item $ 0.19 $ 0.17 $ 0.45 $ (0.52)
Extraordinary item ­ (0.01) ­ (0.01)
Net income (loss) per common share assuming dilution:        
$
0.19
$
0.16
$
0.45
$
(0.53)
 



         
Net income (loss) per common share assuming dilution and excluding non-recurring compensation expense associated with the exchange of certain employee stock options in fiscal year 1998 and the salary continuation agreement in fiscal year 1999.        
       
         
Income (loss) before extraordinary item $ 0.28 $ 0.17 $ 0.54 $ 0.31
Extraordinary item ­ (0.01) ­ (0.01)




Net income (loss) per common share assuming dilution.        
$
0.28
$
0.16
$
0.54
$
0.30




 


January 15, 1999

 

Denali appoints new chief executive officer.

 

Houston - Denali Incorporated (Nasdaq: DNLI) today announced that it has appointed Edward de Boer as chief executive officer and president. Mr. de Boer previously held the position of chief operating officer and president of Denali Incorporated and succeeds the late Stephen Harcrow as CEO.

Prior to joining Denali in January 1997, Mr. de Boer served as president and CEO of EnviroTech Pumpsystems, Inc., a wholly owned subsidiary of the Weir Group of Glasgow, Scotland, between 1994 and 1996; was president of Baker Hughes’ EnviroTech Pump Group from 1990 to 1994; and president of BGA International from 1988 to 1990. Mr. de Boer has a B.S. in Mechanical Engineering from the Institute of Technology in the Netherlands.

Messrs. Philip J. Burguieres and J. Taft Symonds, who are directors of Denali, will continue to serve on the executive committee as chairman and vice chairman respectively, which is comprised of all the independent directors of the company.

Mr. Burguieres is currently chairman emeritus of Weatherford International, Inc., and vice chairman of Cogen Technologies, Inc. and has previously served as chairman and chief executive officer of Cameron Iron Works, Inc., Panhandle Eastern Corporation and Weatherford International, Inc. Mr. Symonds was a founding investor of Denali Incorporated and serves as chairman of the board of Tetra Technologies, Inc., and Maurice Pincoffs Company, Inc., and on the board of Plains Resources, Inc. Both Mr. Symonds and Mr. Burguieres also serve on numerous other business and civic boards.

Denali Incorporated is a provider of products and services for handling critical fluids, which are liquids, liquid mixtures, and slurries that are economically valuable or potentially hazardous to the environment. The company is a manufacturer of fiberglass-composite, underground storage tanks; steel, aboveground storage tanks; and engineered, fiberglass-composite products for corrosion-resistant applications. Denali Incorporated is headquartered in Houston, Texas, and markets its products nationally through its subsidiaries Containment Solutions, Inc. (Houston), Ershigs, Inc. (Bellingham, WA), Fibercast (Tulsa, OK), SEFCO, Inc. (Tulsa, OK) and Plasti-Fab, Inc. (Tualatin, OR).

For more information on Denali Incorporated, please contact Mel Carter, vice president of business development, at 713.627.0933, or visit the Denali Incorporated Website at www.denaliincorporated.com.

NOTE: This news release contains certain forward-looking statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information relating to the company and its subsidiaries that are based on the beliefs of the company's management as well as assumptions made by and information currently available to the company management. When used in this report, the words, "anticipate", "believe", "estimate", "expect", and "intend" and words or phrases of similar import, as they relate to the company or its subsidiaries or company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.

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