Hello, and welcome everyone to Commercial Metals Company's Financial Community Conference Call to discuss its acquisition of Tensar Corporation. Today's materials, including the press release and supplemental slides that accompany this call, can be found on CMC's Investor Relations website. Today's call is being recorded. Turning to slide two, I would like to remind all participants that during the course of this conference call, the company will make statements that provide information other than historical information and will include expectations regarding economic conditions, effects of legislation, U.S. steel import levels, U.S. construction activity, demand for finished steel products, the company's future operations, the company's future results of operations, financial measures, capital spending, and the pending acquisition of Tensar.
These and other similar statements are considered forward-looking and may involve certain assumptions and speculation, and are subject to risks and uncertainties that could cause actual results to differ materially from these expectations. These statements reflect the company's beliefs based on current conditions, but are subject to certain risks and uncertainties, including those that are described in the Risk Factors and Forward-Looking Statements section of the company's latest annual report on Form 10-K. Although these statements are based on management's current expectations and beliefs, CMC offers no assurance that these expectations or beliefs will prove to be correct, and actual results may vary materially. All statements are made only as of this date.
Except as required by law, CMC does not assume any obligation to update, amend, or clarify these statements in connection with future events, changes in assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise. Some numbers presented will be non-GAAP financial measures and reconciliations for such numbers can be found in the company's earnings release or on the company's website. Unless stated otherwise, all references made to year or quarter end are references to the company's fiscal year or fiscal quarter. Now, I will turn the call over to the Chairman of the Board, President, and Chief Executive Officer of Commercial Metals Company, Ms. Barbara Smith. Please go ahead.
Good morning, everyone, and thank you for joining CMC's call to discuss our acquisition of Tensar Corporation, which we announced this morning. This is a compelling transaction that advances CMC's strategy to expand our leadership position in construction reinforcement. As you will note on slide three, Tensar will create a powerful platform for incremental growth into complementary high-margin engineered products that target our largest core market, construction, where CMC has solid brand recognition and strong existing relationships. Once complete, this transaction will strengthen CMC's position as a global reinforcement solutions provider, able to address multiple early phases of commercial and infrastructure construction, including subgrade foundation and structures. Tensar will bring us high value-added products, as well as a portfolio of soil preparation solutions that are environmentally superior to conventional techniques, and is a business that enjoys consistently high EBITDA margins.
If you turn to slide four, this acquisition is strategically compelling for CMC. Tensar is an industry leader with high and stable margins. It has unparalleled innovation capabilities, including dozens of global patents on products and processes it originated. It offers its customers a best-in-class value proposition. Tensar is a hand-in-glove fit with our core concrete reinforcement business, adding complementary ground reinforcement solutions that occurs at a similar time to site concrete work. Our understanding of customers' needs and ability to offer cost-effective, environmentally friendly, early-stage solutions at this adjacent phase of construction makes this an attractive and relatively low-risk expansion for us. Tensar will increase our addressable market meaningfully by an estimated $13 billion and extend our growth runway. It will enable us to offer high-value engineered solutions earlier in the construction process in markets that are currently under-penetrated with significant long-term global potential.
Tensar will deepen our exposure to markets we already participate in, such as North American and European concrete roadways, public infrastructure, and general construction. It will also broaden our reach into new markets for CMC, including asphalt roadways, temporary access roads, rail beds, and retaining walls. Tensar currently operates a well-established global manufacturing network that will provide CMC with exposure to a number of highly attractive overseas markets, many of which are growing rapidly. The business model is not capital-intensive, which allows for rapid expansion into new geographies while requiring modest investments. Finally, Tensar's products have a strong environmental profile that complements our own. Its subgrade reinforcement soil stabilization products can reduce construction project related emissions by up to 30% compared to conventional methods, making it a good fit from this perspective as well.
Moving on to slide five, I'd like to take you through the core pillars that make Tensar such a good strategic fit before turning the call over to Paul to review the financial aspects of the transaction. As you can see on slide six, Tensar is a leading global provider of subgrade soil reinforcement solutions that project owners and contractors use to improve soil before construction begins. Tensar has two main customer offerings, Geogrids and Geopier. Geogrids are polymer-based products used for ground stabilization, soil reinforcement, and asphalt optimization. Excuse me. They are installed under the aggregate layer and effectively lock the aggregate in place, which greatly increases the stability and integrity of the ground underneath application sites, which includes roadways, public infrastructure, industrial facilities, and many other types of construction.
The ground enhancement provided by this product generally allows for significantly less site excavation and aggregate usage, thereby decreasing construction time, expense, and the project owner's cost of lifetime maintenance. Tensar originated Geogrid technology and today holds 14 patents and over 40 trademarks in the United States, as well as a number of foreign patents. Since its inception, Tensar has remained at the forefront of innovation, product education, and creation of customized solutions to meet the specific needs of project stakeholders. I would encourage conference call participants to visit Tensar's website, which provides extensive information as well as videos highlighting Geogrid applications, benefits, and project success stories. Shifting to Tensar's other major offering, Geopier.
Geopiers are ground improvement solutions that increase the load-bearing characteristics of structures and working surfaces, and can be applied in soil types and construction situations in which traditional support methods, like pilings, are impractical or would make a project infeasible. Tensar holds over 140 global patents related to its Geopier technology and operates its business on a licensing model, designing and engineering a customized Geopier solution that is licensed to contractors for each project installation. Additional detail can be found on Tensar's Geopier website, including project case studies that outline the value this technology brings to project stakeholders. Geogrids are approximately 2/3 of its EBITDA, and Tensar continues to innovate products at a wide range of performance and price points.
Geopiers constitute the other third of EBITDA, and revenues have grown at 9.2% compound annual growth rate since 2010, a rate nearly 2.2 x faster than U.S. combined public and non-residential construction spending. Looking at slide seven, you can see that Tensar has a well-developed manufacturing footprint and commercial organization, giving it global reach. North American sales comprise 61% of revenue. Europe, the Middle East, and Africa make up 23%, with the remainder split between Asia, Latin America, and Russia. The company has four Geogrid manufacturing sites, one each in the U.S., U.K., Russia, and China, and two Geopier engineering sites in the U.S. and Germany. Its Geogrid manufacturing network is more extensive than competitors, enabling it to serve customers worldwide.
Strong logistical capabilities and teams of engineers who provide direct support during the design and implementation phases increase Tensar's desirability to clients. Turning to slide eight. One of Tensar's chief attractions for CMC is the relatively under-penetrated end markets for its Geogrid and Geopier solutions in markets that are complementary to our own. According to an extensive study performed by L.E.K. Consulting, the addressable market for global soil preparation needs for the world's roadways, infrastructure, energy, and structures is approximately $11 billion. Of these, the energy segment is most highly penetrated at only 8%, and the other segments are currently in the mid- to low double single-digit range. Looking at the market drivers in the right-hand column and the compelling economics and environmental benefits of Geogrid solutions compared to conventional solutions, we believe Tensar can significantly increase its market penetration in the coming years.
Meanwhile, the addressable market opportunity for Geopier, currently $2 billion, is equally attractive. In both cases, we believe CMC's reputation and relationships with project engineers and contractors will accelerate first product consideration and then product adoption of Tensar's soil preparation solution. As I'll discuss on slide nine, one of the reasons we were attracted to Tensar is that they, like CMC, are innovation leaders who use value-added advances to win market share. Tensar created the geogrid category, and since its founder filed for the first patent in 1978, has created an unparalleled portfolio of engineered products and Geopier technologies. Its product development is strongly focused on customer needs and is well-protected with patents for both geogrid and Geopier offerings. Tensar's value-added product portfolio produces strong and stable margins. The company has sustained EBITDA margins in the mid-20% range and has a greater than 75% free cash flow conversion.
It is noteworthy that approximately 60% of its revenue is from patented, that is non-generic products, and that it maintains margins greater than 20% throughout the great financial crisis. The fifth pillar, as shown on slide 10, is the alignment of Tensar's product benefits with the interests of all stakeholders in the construction process. All participants, governments who sponsor infrastructure projects, private project owners, project engineers, and contractors want to minimize costs by reducing excavated materials, aggregates, and asphalt while speeding construction. Public sector and private owners certainly want to minimize total cost of ownership and lifecycle maintenance, as well as maximize the life of their assets. All of these critical objectives are met by using geogrids and Geopiers in place of conventional construction techniques. The environmental efficiencies of using geogrids and Geopiers are an additional and increasingly important incentive.
Taken together, we believe this alignment of interests will be a powerful accelerant that enhances Tensar's product adoption. As noted on slide 11, strong secular tailwinds position Tensar for success. The recently enacted U.S. infrastructure bill, once state, local, and federal funds are fully committed, is expected to increase Tensar's revenue by 20%, even assuming no additional market penetration gains. Internationally, Tensar can economically access major road building opportunities in emerging markets, including India and South Asia. As a more efficient construction methodology, Tensar's products significantly reduce manpower requirements for site excavation and aggregates haulage. The green benefits and low market penetration are additional catalysts that support near-term growth. From an environmental perspective, usage of Tensar's products can reduce construction-related CO2 emissions by up to 30%, which is a feature we expect to become increasingly compelling to customers going forward.
As shown on slide 12, Tensar's well-executed and highly efficient go-to-market strategy was another important attraction. Like CMC, Tensar is disciplined in how it pursues revenue, recognizing that its full suite of proprietary products and engineering support are attractive to clients. Tensar first goes broad with an array of product awareness and educational efforts. It then uses proprietary datasets and CRM tools to analyze and identify projects that are likely to need its products. For example, identifying large projects that will be built in areas with poor soils that will need treatment before concrete is poured, or structures that will need significant soil stabilization and are thus good candidates for Geopier, and then reaches out directly to those project sponsors, owners, and engineers. This approach leverages the attractiveness of Tensar's products, putting it in direct contact with project decision-makers and maximizes the effectiveness of its marketing and technical personnel.
We believe this commercial model is ideally suited to Tensar's value-added engineered products and is a strong engine for growth. Now turning to slide 13, the strong sustainability of Tensar's products was an added benefit to this transaction. Geogrids and Geopiers can substantially reduce the excavation that is required and the aggregates that are needed to improve project sites. The resulting reduction in CO2 impact can be significant, averaging 30% less according to Tensar's calculations. Tensar is also efficient in its manufacturing processes with minimal material yield loss, as it reuses more than 99% of its scrap. As you will see on slide 14, the addition of Tensar will create a powerful global provider with a range of early-phase construction reinforcement solutions.
It will expand our total addressable market and extend our growth runway into an adjacent market that we know well and where our brand and relationships can be substantial assets. Tensar's business level is aligned with our strengths, including a shared customer relationship-focused commercial culture, value creation through innovation, expertise in reinforcing technologies, and of course, operational excellence. It enhances our sustainability profile, enabling project engineers and owners to reduce carbon emissions significantly compared to conventional soil stabilization techniques. For all these reasons, we see Tensar as a strategically aligned acquisition that builds on CMC's core, and we are tremendously excited about it. Before turning the call over to Paul, I'd like to give you one example out of many of how the acquisition of Tensar complements and expands CMC's own offerings into the construction market.
Slide 15 illustrates a fairly standard distribution warehouse and the multiple points at which CMC touches the project. Our current reinforcement solutions are used in the foundation, parking areas, and walls. Our merchant and wire rod products are further fabricated into ceiling joists, racking systems, conveyors, and roof panels. Most on the call may not realize that our construction-related products business also supplies the PPE, concrete forms, and tools used on site. Today, we participate in many areas from the ground up. The addition of Tensar will provide CMC with the ability to offer customers valuable reinforcement solutions at the subgrade level as well. We will be the only market participant with an offering that covers a project's reinforcement requirements from soil to roof, making CMC a unique solutions provider for all project stakeholders.
Now I'll hand the call over to Paul to discuss the financial aspects that make this transaction even more attractive for shareholders.
Thank you, Barbara, and good morning to all on the call today. As you can see on slide 16, Tensar is a financially attractive business that has produced steady returns, which we think will be enhanced as part of the CMC family. Due to the value-added proprietary nature of its products, Tensar has consistently earned higher EBITDA margins, generally in the mid-20% range. We are acquiring this business at a multiple of roughly 8.4x the forecast 2021 EBITDA, inclusive of cost synergies, which represents a discount to comparable building materials in construction material companies. We are forecasting full calendar year 2021 EBITDA of $60 million. Based on the attributes of Tensar's business that Barbara discussed, we believe we can achieve significant growth over the next five years through the commercialization of existing and new products and baseline growth in key end markets.
That is exclusive of the impact of the U.S. infrastructure package. This acquisition will take our net leverage from 0.8x at fiscal 2021 year-end to approximately 1.4x on a pro forma basis. This is well below our target of up to 3x for compelling acquisitions such as this one, or even our through the cycle 2x target that we have publicized. I also remind you of the cash flow generative nature of CMC's operations, which produced discretionary cash flow of $380 million in fiscal 2021. Tensar itself is far less capital-intensive than our core steel operations, with low capital expenditure requirements even for product launches, and has free cash flow conversion to EBITDA, as Barbara mentioned, of more than 75%. Turning to the EBITDA waterfall on slide 17.
As disclosed in our press release, Tensar will be earnings accretive in year one and will contribute meaningful to our long-term financial model. We see Tensar adding annual EBITDA of $60 million once closed, with attractive prospects for growth once established in CMC's portfolio of offerings. Moving to slide 18, let me take you through the details of the transaction before moving to your questions. The acquisition is structured as an equity purchase, which means CMC will acquire all assets, including the intellectual property, as well as outstanding liabilities. The transaction value is $550 million, will be paid at closing, and is subject to the customary working capital adjustments. The completion of this deal is not contingent on any financing arrangements, and we are exploring a number of options which could include opportunistically raising debt funds prior to the close.
As we have highlighted in the past, the strategic transformation of our company over the last several years, as reflected in our significantly enhanced earnings and cash flow profile, has been impressive. As a result, after completing this transaction, we expect to continue to fund our in-flight growth projects with organically generated cash flows. Also, because of the strong financial profile we have built for CMC, we expect our net debt to EBITDA to remain modest, around 1.4 x at transaction close. Turning to synergies, we have clear line of sight to approximately $5 million of cost benefits, which we anticipate success executing on. Using, as a reference point, CMC's success in identifying additional synergies during the Gerdau asset integration, there may be opportunities to achieve further upside, particularly related to commercial activities.
There are several exciting avenues to explore that could create significant value, but it's too early to provide a figure on these. That concludes our prepared remarks. Now I would like to turn the call over to Gary for questions.
Thank you. At this time, we will now open the call to questions. To ask a question, you may press star then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. Please limit your questions to one with a single follow-up. At this time, we will pause momentarily to assemble our roster. Our first question comes from David Gagliano with BMO Capital Markets. Please go ahead.
Hi. Thanks for taking my questions. I have two. The first one is really just from a near-term perspective and just from the business perspective. If you can just drill down a little bit more how this business prices its product, how it's sold. I'm assuming it's on bids, and you know, sort of what's the line of sight over the next couple of years to the EBITDA and at the company, and how do we get there? I'm assuming it's sort of a fee-based business model or something like that. That's my first question, is talk a little about how the model works, and also where it'll fit in, by the way, to you know, the Commercial Metals' current reporting structure. That's my first question, and then I have a follow-up.
Okay. Thank you, David, for joining and for the question. Generally, we don't get into a lot of specifics around pricing, but you know, there are the two product lines, the Geogrids and the Geopier. I'll start with the Geopier because it's really an engineered solution where it's a licensing fee, and then there are certified installers who actually complete the installation. On the Geogrid side, it is you know, a market-based pricing type of a product. There are different pricing based upon the different types of products that are offered. We mentioned a raw material component to it. That's certainly a factor that's taken into consideration.
It's based upon, you know, normal market dynamics in terms of determining the pricing as well as the proprietary nature of the product.
David, with respect to your question on the reporting structure, at this stage, we have not concluded on exactly how we'll be rolling this into our financial results. More to come on that as we get down the road on the transaction.
Okay. Thanks. Just my follow-up, it's a bigger picture strategic/capital allocation question, really. Just you know playing devil's advocate or cynic a little bit here. You mentioned 8.4 x for this company, which is lower than the typical building construction multiple, but it is higher than Commercial Metals' multiple. You know $5 million of synergies on a $550 million base isn't massive. Then we've got you know the EBITDA contribution uplift is nice. It's not you know. Again, it's you know sort of 8%-ish or something based on our numbers versus our current estimates.
The question is, really, is this, you know, the first move into more building and construction-related acquisitions to try to re-rate the company, more towards a building construction multiple, which seems to me would require, you know, more acquisitions to get to that critical mass? Or is this just very specific to the opportunity here?
Yeah. Thank you, David. I'll start, and if Paul has any addition, he can certainly add that. Clearly, we start with you know what our core expertise is. Construction and reinforcement is core and key to Commercial Metals. We wanna make sure that you know we have the market expertise or manufacturing expertise, innovation, whatever our core capabilities are to bring to bear. As I alluded to in my remarks, and as we indicated in our investor day a little over a year ago, we are always looking for attractive growth opportunities.
We believe Tensar, with the large addressable market and the low existing penetration in those markets, provides a great opportunity for growth and, you know, candidly is part of the justification for the slightly higher multiple that we paid in this instance. But in addition to that, it does open up, as we integrate this business, other opportunities that may exist, all aimed at providing better solutions to our customers and feeding off of our core capabilities. Maybe I will elaborate even further to your point of re-rating the company.
I think, you know, if you look at Tensar with a high margin, the low capital intensity, and the increased free cash flow of this business, you know, to the extent that we can add other businesses like that, we would definitely expect to see, you know, our multiple expand over time.
Okay, that's helpful. Thank you.
Thank you, David.
The next question is from Seth Rosenfeld with BNP Paribas Exane. Please go ahead.
Jacqueline, thanks for taking our questions once again. If I can ask one starting out with regards to the outlook for commercial synergies. I think in the presentation there's some kind of reference here and there, but can you give a bit more detail on to what extent the two businesses can really leverage each other through expanding market share in North America and Europe, principally, and then looking broader afield? Is there a view that you could see actually an integration of sales teams, or they continue to operate in parallel for the time being?
Yeah, certainly, you know, we look forward to the very strong commercial team from Tensar joining together with what we think is a highly capable commercial team here at CMC, and the idea is one plus one equals three. You know, if you look at the two companies, one of the things that was very attractive to us, there is a lot of overlap in the customer base. So customers that CMC is currently supporting, as well as customers that Tensar is supporting. In addition to that, there are, you know, there's the opportunities for new customers, particularly if you think about the asphalt space, which we, CMC, generally don't participate in today. Another aspect of this is the technical nature of the product and the engineered solutions that Tensar provides.
They have, you know, significant technical expertise, but I would remind the listeners that CMC has a lot of technical expertise as well. We have some specialized products that we've either acquired or we've developed internally, like CryoSteel, GalvaBar, products of that nature, which are also a more engineered solution, technical sale. You know, I think the groups are gonna be very complementary and, you know, we look forward to bringing them together and exploring all the potential opportunities for synergies, cross-selling, really providing a complete solution to our customers that has a greater value proposition than what they might otherwise get from different offerings.
Okay, good. Separate question, please. On slide six, there's an interesting exhibit showing the sharply rising price level tied to rising performance requirements for geogrids, kind of highlighting the strength in 2021 launches. How should we think about that in terms of the margin contribution of these more recent product launches and what that would imply for the EBITDA run rate going forward, please?
Thank you, Seth. It was a little bit difficult to hear your question. I don't know if it's a technical difficulty on our end or your end, but hopefully I heard it correctly. You know, Tensar has a long history of continuously improving their product, and each generation of product presents better and new features for the customer. Thus, you can see the higher value proposition leads to a higher margin for the business. But each generation of product is continued to be available, and depending upon the application and the project needs, you can select from, I'll call it good, better, best. You know, part of the opportunity is if a customer is familiar with one solution, maybe we have another solution that offers additional features.
Really bringing that technical expertise together with site-specific needs and issues, you know, we can design a solution that is tailor-made for whatever, you know, whatever the customer needs.
Great. Thank you. Just one last one, please. Obviously on slide eight, a big focus is on the growth of penetration for these products. What do you view as the key driver of that going forward? Is it ultimately better customer education, or is it growth in your capacity on the organic front or further M&A within these downstream engineered products businesses, please?
Our materials today are really aimed on what we can do with this specific acquisition, not talking about potential other growth opportunities that might be available going forward. You know, we are in the construction business, Tensar is in the construction business. New product adoption is accomplished through a measured adoption rate. We think when you team Tensar's commercial relationships with CMC's commercial relationships, which are very strong, the track record of CMC in innovation, the track record of Tensar in innovation, customer service. That those two things combined will assist and aid in that penetration and adoption rate. You know, Tensar was under a different ownership structure, which prioritized cash returns to shareholders.
Under our ownership, we will balance, you know, the priorities and the cash return to shareholders, but we will also invest in the tools and the things necessary to continue to promote the product and increase that adoption rate. You combine that with all of the benefits of the product, especially the green benefits and the, you know, project contractor and owner benefits, whether it's the reduction of construction time, thus construction costs, the fewer resources in terms of excavation, aggregate consumption, all translating into, you know, significant green benefits, not only in the initial construction phase, but the lifecycle green benefits. It is just such a compelling opportunity, and I think when you combine the strength of both the commercial organizations and our reach that we can really accelerate this adoption rate over time.
Great. Thank you.
Thank you.
The next question is from Timna Tanners with Wolfe Research. Please go ahead.
Yeah. Hey, good morning, guys. A question and a follow-up. The first question being about just to understand the industry a little bit better. First off, since you described how compelling the company is and its growth and its green aspects, anything you could tell us about why they wanted to sell and a little bit more about the industry dynamic? Is it very fragmented? Are there high barriers to entry? Thanks.
Thank you, Timna. Appreciate your questions. That was probably a couple in there, so hopefully I will catch them all. The Castle Harlan, this was, of course, a portfolio company and a fund that they were, as we understand, closing. This created an opportunity for them to sell the asset and made it, you know, a really interesting opportunity for us. As far as the industry dynamics, Tensar is the largest player. There are others. They tend to have products that are really, I think what Tensar would put more in their low end, lower value products. They do not have the established track record of R&D and innovation that Tensar has, so they're more me too copycats.
As far as barriers to entry, we think it's significant from the innovation investment and R&D required. The manufacturing process, interestingly enough, is much lower capital intensity than you know what you're familiar with on the steel side. The real barrier is the upfront R&D required to develop these products.
Okay. That's really helpful. Thanks for that. The second part of my second question is just kind of returning to the 17th slide that Paul had. I just wanted to make sure I understand why you would be using 2020 as the basis for your adjusted EBITDA, if that's the way you're thinking about through the cycle earnings. Because in that case, I'm wondering if you're implying that 2021 is unsustainable for any reason, because you know, a number of things I'm thinking happened in that year. One is the defense of the European market against imports. Others would be, you know, better you know, up and down in the downstream business.
I'm just wondering if there's a reason why 2020 is a bigger baseline or if I'm missing something on the way that this chart is laid out.
Yeah. Timna, it's a good question. It really is going to come back to the conservative nature of how we have always managed CMC. You know, first and foremost, you know, we had our Investor Day last year, and therefore leveraged the 2020 year. Really, we're continuing the story that we laid out with the Investor Day. Ultimately, that is the purpose for using 2020. Now, if we dive in a little bit deeper to how these assumptions were developed, you know, we recognize that we are in a cyclical business. Again, given the conservative nature of how we developed and published these targets, we use 10-year averages looking back.
I agree with you that there are some dynamics that certainly have changed in those 10 years versus what we see today. We have the European protection, which you mentioned. We also have a different dynamic in the market after the consolidation activities in the long steel in North America as well. Both of those things should allow for margin expansion. However, you know, until we've gone through a revised cycle, we're not willing to, you know, to commit to exactly what the benefits of those types of things are. What we can be confident of is certainly the dynamics have changed, and they should, based on other industries, promote a higher margin environment.
More to the point of this chart is just to continue to show the growth opportunities that we have with CMC and whether it's the Danieli 3 project that is now producing results, the Arizona 2 project that is coming on in early 2023, where now the exciting opportunities with respect to Tensar, the growth that we can layer on top of the historical results is impressive.
Okay. Thanks very much.
Thank you, Timna. I would further add that nothing has changed, you know, in the current market from what you heard us talk about as we concluded our fiscal year. We're still very optimistic and bullish for 2022. This is really trying to reference back to that investor day and build from there. As Paul pointed out, looking at a 10-year history, which each year going forward is gonna rewrite that 10-year history.
Gotcha. Thanks.
Thank you, Timna.
The next question is from Sathish Kasinathan with Deutsche Bank. Please go ahead.
Hi. Thanks for taking my questions. My first question is on slide eight, where you talk about the low single-digit penetration levels today. Where do you see this trend in future? Where do you see the penetration levels five years from now? What kind of growth rates should we expect? I know in slide 17 you have assumed some growth from Tensar, so any color you can provide. Thank you.
Until we get in and analyze together with the Tensar team, it's hard to commit a specific growth number by each of these various categories. Suffice it to say, if you look back at, I think the example we gave on the Geopier where they've been growing at 9% per annum, which is significantly higher than GDP growth, you know, I think you can use that as a good barometer going forward. We would expect, as I've said, with our commercial expertise as well as theirs, as well as providing, you know, additional support for growth initiatives, that we can accelerate the penetration and move these to more meaningful penetration over time.
At this point, we need more time to get in and target specific goals by year or say five years from now. Our projections were really based upon the track record, primarily based on the track record that Tensar has had as well as just the structural market situation with the infrastructure coming and so forth.
Okay. Okay, thank you. The 9% growth rate that you talked about is more for the Geopier. Anything for the geogrid, or for the total company on the historical growth rate?
Yeah, I mean, there's the growth rate for the geogrid activity has really been in two pieces. One is, as Barbara talked about in terms of the new products and higher product margin that is achieved on the new products as well as the volume increase. Again, both of those provide an attractive top line growth in that space that is well above GDP and is in the 5%-7% per year growth rate.
Okay. Thank you.
I don't know if it was.
Sorry.
Yeah, I don't know if it was clear, Sathish. There's a couple of product launches that are underway and planned for this coming year. Those all play into the margin as well as the top line growth.
Thank you. My second question is on the funding for this acquisition. You mentioned that you're looking at various funding options, but any initial thoughts on what the mix of debt versus cash could be, just for modeling purposes?
No. Obviously the markets today, Sathish, are quite attractive and receptive. We look to potentially utilize that very attractive market in early part of 2022. At this stage, we'll reserve right until we actually enter the market.
Okay. Thank you. Good luck, guys. Thank you. Bye-bye.
Bye.
Thank you.
The next question is from Phil Gibbs with KeyBanc Capital Markets. Please go ahead.
Hey, good morning.
Good morning, Phil.
Phil.
This is clearly, from what you all have said, a non-rebar type business. Is the baseline raw material for these products more of chemicals-based solutions? I think you mentioned polymers.
Yeah, it's a polymer, so it's an oil derivative.
Okay. That's largely what drives the ups and downs in terms of the raw materials and the cost for them?
It's really been stable over the period of time outside this recent rise in commodity pricing, Phil. Otherwise, the commodity input price for the polymers over the five-year history has been very stable.
Okay.
Much, much the same as in our existing business, raw material price fluctuations are easily absorbed into the product pricing in the market.
Okay. Then as we think ahead to when this closes, it seems like it's reasonably imminent, given that there's no direct overlap with the products that you currently sell. Yeah, how do we think about this being tucked into your business in terms of segmenting, given that I think investors would wanna see how you're executing against your targets, and you obviously have some of these locations outside the U.S.?
Yeah. Well, the regulatory process will be primarily in the U.S. and Russia. The U.S., we would anticipate to be fairly straightforward. As you point out, there's really not a major overlap in terms of this business and our existing business. Of course, we have holidays coming up, so that may slow it a bit. The process overseas, we anticipate to be roughly a 90-day timeframe. You know, first calendar quarter of next year is probably a proper way to think about the timeframe for closing. As far as Paul said earlier, you know, we haven't yet worked through all the segment reporting.
As you know, the teams work and figure that out, and then of course get that blessed by our auditors, we will be more forthcoming with you all on how that's gonna roll up into our financial statements. Clearly, we have our next quarterly release in early January, and we can potentially give you a little more insight at that point in time. I think just like the Gerdau acquisition, we were very transparent in the performance and the integration results that we see when we do transactions, and we would anticipate being fully transparent here on the contribution that's being made by this acquisition.
Thank you, Barbara. If I could get one more here. In terms of the fact that geogrid looks specifically very global in nature, there's a diversification in terms of where you're producing this product, and I know that you said you wanna make some base-level investments as you grow this business. Are there specific regions that are adopting this product or solution quicker, you know, than others? How does the U.S. adoption compare to the European adoption, that sort of thing? I mean, where is this taking off, relatively speaking?
Well, Tensar's business specifically, you know, it's pretty straightforward in here that 60% of the current top line is coming from the U.S. market. If you've ever followed you know a R&D company that's developing new products and then expanding and growing that, you start in one geography, and you expand from there, Europe being the next largest market for these products. We see great potential in other markets and, you know, the same attractive value proposition would be interesting in those other markets just as it is in the U.S. and Europe. We see a lot of opportunity for further growth in Europe. Some of the competitors, interestingly, are foreign competitors, so they see the opportunity in their home market as well as international markets.
I think it's really a function of, you know, just the growth where it started and where they went next. We see ample opportunity in all the markets that Tensar is currently participating in and as well as potentially even beyond markets that they have some participation today.
Thank you very much. Appreciate it.
Thank you, Phil.
The next question is from Alex Hacking with Citi. Please go ahead.
Yeah. Good morning, and thanks for taking the question. I have a couple of questions around growth. Firstly, something just kind of super basic. Is the fundamental competition for Geogrids effectively construction sites that don't use fabricated type products? They're just using compacted gravel and soil and whatever. This is really about, as you grow the business, about customer education, or is it more about taking market share away from someone else? Thanks.
It's a lot. It's very much a lot about customer education and understanding of that value proposition that it can, by using the solution, it can lead to faster construction time, less excavation, less aggregate consumption, overall extended life cycle, because using this product also allows for better performance over time and less maintenance over time. We actually have used this product on one of our greenfield sites, a greenfield fabrication site that we constructed a number of years back, and we have been, you know, really pleased with the performance of that overall. So it is a bit of education and, once customers have experience with the product, we think the repeat buy of the product will be very high and has been.
That has been, you know, a track record for Tensar thus far.
Thanks. It's good to hear that you guys have actually used the product. Is this like a cross-selling opportunity? Is that how we should think about it? Or are they really standalone sales organizations? Thanks.
Well, obviously, there's existing standalone sales organizations. There's clearly, you know, product knowledge and expertise at Tensar that, you know, we would not have that level of expertise within Commercial Metals. We do see ample cross-selling opportunities here. We see ample opportunities where we're, you know, making a conventional sale in CMC. We can bring the Tensar expertise and actually gain a larger share of the wallet on that particular construction site. There's some interesting AI that Tensar utilizes and, you know, other tools, commercial tools that they utilize that we think could have reverse synergies back into CMC. There's a lot there that we are really excited about to explore.
Okay, thanks. Just finally, you know, as you look to expand the business at some point, I think you already alluded to this, but I would assume that it's very capital light. It's really just about getting sales and then finding people.
Yeah. Three components, you know. It's the strong R&D, which develops these innovative proprietary products with very attractive features. You then have the technical engineering expertise that, you know, is part of the selling opportunity. But from a manufacturing perspective, to expand the manufacturing is much less capital-intensive than traditional steel making. However, you know, there are proprietary or trademarked, trade secretive elements of the manufacturing process. It's not that there aren't, you know, there isn't innovation in the manufacturing or expertise needed. It's just the sheer cost of the equipment is a much lower capital-intensive equation than traditional, our traditional business.
Okay, thanks. Very helpful. Good luck with everything.
Yeah. Thank you, Alex.
The next question is from Curt Woodworth with Credit Suisse. Please go ahead.
Yeah, I appreciate you fitting me in. Barbara, question on the infrastructure bill. You discussed that Tensar revenue could go up 20%. Is that at a total company level, or would that just be, I guess, for North America? Because that would imply, you know, 30%-35% growth, I guess, specifically to North America. You know, given that leverage and, you know, obviously there's some tangential synergies or, overlap between the businesses, can you just comment on, you know, how you see the infrastructure bill kind of overall benefiting your kind of mill-level business?
Okay. I wanna make sure I'm capturing you correctly, Curt. I'll start with our traditional business. You know, we believe that the infrastructure bill is gonna present significant opportunity for demand for our base products. We think that the bill, by the time you get through all the upfront project stuff, really starts kicking in the end of calendar 2022 into 2023 and beyond. It's obviously multiyear, you know, it's going to really extend what is already a really attractive construction market. There are various estimates as to how much additional steel will be needed to support the infrastructure bill, you know, anywhere from 1.5 million tons-2 million tons of rebar, as an example, on a market that's currently roughly 8 million ton market. It's substantial.
I think the Tensar opportunity is twofold. If you think about that, and say that there's similar opportunity for the application of these products, then you have a natural amount of growth that can occur for Tensar as it relates to just the increased funding for infrastructure. You layer on the adoption rate or penetration rate opportunity, which I think when you combine, you know, all the benefits that these products can provide as far as construction time, construction cost, and all of that, it you know it's a multiplicative type of growth opportunity, infrastructure plus penetration.
As far as other markets around the world, it's gonna be a different dynamic, but you have in emerging markets, you know, infrastructure need to build out the infrastructure in emerging markets is obviously very significant, and we've been enjoying that in Poland for a number of years and anticipate that continuing in Poland. These products are already expanding into other high-growth markets. You know, we see a tremendous amount of potential not only from natural growth in all of these markets, but also by increased use and increased penetration based upon the attractive features of these products.
Okay. Again, just to clarify where you said Tensar's revenues will go up by 20% from the infrastructure bill, was that total company, or was that just specific to the North American component?
Kurt, no. We expect that growth to be the consolidated growth because, you know, we're, as Barbara said, we're familiar with the U.S. infrastructure package, but there's already E.U., you know, a year ago, put in their infrastructure related growth investment. So, that 20% is across all of the revenue.
Okay. That would imply about a 30%-35% benefit to the North American business just from the infrastructure bill, correct?
There's also infrastructure growth elsewhere. That's what I'm saying, Curt-
Okay.
is that it's across geographies.
Okay. All right. 'Cause it just states specifically, you know, impact to U.S. package is 20%, but understood. All right. Thank you very much.
The next question is from Sean Wondrack with Deutsche Bank. Please go ahead.
Hi there. Just quickly on the business. I appreciate all of your help here. It sounds like there might be a service element and somewhat of your proprietary products given that, you know, 60% of your products are patented. So I was curious how that kinda works. Is this a backlog business where sort of as backlogs build, your margin builds here? How should we think about that? Thank you.
The Tensar products are generally not backlog related like our fabrication business. The product, you know, can be distributed easily from the manufacturing points to the manufacturing site. The service element that you're talking about is really once a project is authorized and funded and ready for construction, then these products are scheduled to be delivered on-site. There isn't a significant backlog element to it like we have in our fabrication business. The products are sold on a spot basis to the project at the time that they're ready for the site preparation.
Got it. Understand. Thank you very much. How long is it between, you know, the time something's authorized and ordered and the actual installation, I guess, or I guess, delivery to the site? Does this impact working capital at all for the sort of core business?
Well, there'll be a working capital element to this business like there is with any business with a manufactured product. Site preparation is, you know, the first step in any construction site. There's, you know, a short lead time between when or lag or however you wanna think about it between when the project is engineered and authorized and ready to begin, and these will be the first products, much like the foundations, the concrete, and the rebar are in the very early stages of the construction process. The working capital is, you know, it's seasonal, just like the construction season. This business naturally has, you know, some seasonality to the working capital. As the business grows, the working capital will scale with the growth of the business.
There's, you know, a predictable amount of working capital needed on an ongoing basis with some seasonality.
Okay. Thank you very much for the explanation.
Thank you, Sean.
Our final question today is a follow-up from David Gagliano with BMO Capital Markets. Please go ahead.
Hi. Sorry. Just really quickly, out of curiosity on, I think it's slide seven. I see now there's, you know, the four manufacturing facilities, you know, 30% of which are in Russia and China and 70%, you know, North America, U.S. and U.K. Is there a way to talk about, you know, first of all, two things, you know, capacity utilization rates at those current facilities? You know, when will we need to see another one when we have the growth that's expected? And then secondly, just, you know, curious, how do you assess the, you know, the liability risk of something like having, you know, a manufacturing facility in Wuhan and Russia in this type of acquisition? Thanks.
Yeah. Thank you, David. We think we have sufficient scalability at the existing sites, you know, in the near term. We don't see, you know, an immediate need. You know, that will obviously depend upon the growth and the speed of the growth. Clearly, you know, we are well aware of the risk associated with Russia and China. I would remind the listeners that CMC has a long history of experience in a lot of countries around the world, I think 38 historically. You know, we will take all the necessary steps to further evaluate our risks in those jurisdictions and, you know, make whatever adjustments we need to make to manage those risks properly.
You know, it's hard to say at this point in time what changes may occur as a result, but that was all part of our calculus in evaluating this opportunity.
Okay, thanks.
Thank you, David.
This concludes our question and answer session. Ms. Smith, I'll now turn the call back over to you.
Thank you everyone for joining us on today's conference call. We look forward to speaking with many of you after our fiscal first quarter results, which will be announced in early January. Until then, I wanna wish everyone a very, very happy holiday season. Thank you again for your interest this morning.
This concludes today's Commercial Metals Company conference call. You may now disconnect.