Good day, and thank you for standing by. Welcome to the L.B. Foster August 2022 investor call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one one on your telephone. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Stephanie Listwak, L.B. Foster's Investor Relations Manager. Please go ahead.
Thank you, Carmen. Good morning, everyone, and welcome to L.B. Foster's August 2022 investor update call. My name is Stephanie Listwak, the company's Investor Relations Manager. Our hosts for today's call, presenting on L.B. Foster's most recent acquisition transaction are the company's President and CEO, John Kasel, and the company's Chief Financial Officer, William Thalman. Slides to accompany today's presentation have been posted on the L.B. Foster investor relations website, and today's comments will follow the slides posted. After the conclusion of the presentation, we will be opening up the session for questions. Before we get started today, I wanted to remind all of those listening to please refer to our safe harbor disclosure included in today's slide deck for detailed risks, uncertainties, and assumptions related to any forward-looking statements made today.
Additionally, we will discuss some non-GAAP financial metrics today, and encourage you to review the reconciliation tables within the slide presentation carefully as you consider these metrics. With that, I'd like to turn the call over to John.
Thanks, Stephanie, and thanks for joining us today. It's an exciting day in the company and, you know, a lot of work's been done, and Bill and myself are anxious to share it with you. First, I am on slide four of the presentation materials for those that are following along. On Friday, we announced the acquisition of the operating assets of VanHooseCo Precast LLC with a purchase price of $50.5 million and EBITDA multiple ranging between 7-7.5x. More importantly, though, this just lines up very well with our existing CXT business, our precast business. As you move over to slide number five, you'll see that why that's the case.
Back in last year, if you recall, we put together a strategy and Bill and I announced it to you on our investor day in December of last year. Under that portfolio, we had two areas for two categories, one for growth and one for returns. The return side is maximizing cash generation remainder of our businesses. I'll talk a little bit about that today. But we also knew we needed to take on some inorganic growth opportunities, which was our playbook item one, two, three, and four. Doubling of precast is why we're here talking today. On slide six, the team has been really focused and energized about making things happen and really driving shareholder return. Over the last two months, we've done four transactions in line with our strategy.
As you recall, last week, I talked to you about the Skratch acquisition with Skratch Enterprises in the UK, plus the acquisition of Intelligent Video, both of them bolstering our capabilities in visual communication and condition monitoring in our rail space in Western Europe. Second, we did the divestiture of the Track Components business in Canada, providing about $7.8 million to fund our growth programs, as well as do the things that we're talking about today with the VanHooseCo transaction. On slide seven, you'll see that, the operating assets, and a look at the VanHooseCo properties itself. VanHooseCo was started by Jeff VanHoose in 1998. Their headquarters right outside of Knoxville in a town called Lebanon.
Today, they up and running in that facility, as I said, since 1998, but we are commissioning a second facility right outside of Nashville, a small town called Lebanon. We say there's about 100 employees. That's gaining by the day since we're commissioning the new facility. This business serves the commercial, industrial, and residential infrastructure markets very well. What's really attractive to us, these both locations, one online, one coming online this week, is that we're right in the hotspot. We've got fast-growing markets close to us in the southeast in the United States. Unlike CXT, a good portion, up to 95% of VanHooseCo customer base is non-government.
We really like the fact that it adds balance to our existing CXT business and moves it gets that heavily weighted balance off the government, and more balance towards private investment projects as well. On slide eight, the uniqueness of the VanHooseCo and with the really exciting opportunities we have underpins with their IP, their intellectual properties. What we have depicted here is a product called Enviro-Cast. We have a three-year license agreement to manufacture and market this product in the with the terms of the deal. What is unique about this and unlike what we do today, if you look on the right-hand side, for those who are looking at the presentation, today we make concrete walls in our existing precast facilities with rebar and concrete.
This gives us the opportunity to make a wall and put the insulation, and metal studs actually in the wall itself, coming right out of a factory, going to the job site. That is a huge significance, because if we did what we do today in 60, if we wanna add insulation, we gotta stick frame it inside, either with wood or with metal, and then add insulation, after we actually build the wall. This is one unit, one package, and protected with intellectual property. Significant advantage for us. You can see these walls come together on this illustration we put together. It's put in by crane and operators, and something of this size could be put together in a couple of hours versus site-built with brick or stone today would literally take days to weeks.
Significant opportunities that we're very excited about. On slide nine is this another part of their intellectual properties that we're excited about, and that's the Enviro-Keeper. As you know, you know, stormwater retention, detention, itself, is a market that's absolutely on the rise, and it's a real growth sector that we're seeing a bright future in that part of the country as well as in the West Coast. We're gonna take these intellectual properties, and bring them to other sites in these products. We see that opportunities that exist in Washington and Idaho as well as Texas, it gives us a real line of sight to developing these and taking these products to other businesses and other markets, as well as right out of the Tennessee market.
In addition to what they do today, the VanHooseCo folks also make a large line of precast products. If you put those with our products, you know, it really makes for a strong precast business. With the operation, we see opportunities to integrate some of these product lines to existing facilities, as I said earlier. These portfolios coming together are expected to combine a force in the business with a growing precast infrastructure market that really speaks well to the government actions, and bills that have been passed last November last year. We see with the coming opportunities good funding both by the private as well as the government sector to really give us some opportunities to expand our portfolios that we have today.
On slide ten, when we put together the strategy we shared with you last year, we also came up with a really disciplined process for us to, if we go after organic, we wanna make sure that we're really focused on something that's gonna add value to our shareholders first and foremost. We broke it up in economics, participation, geographic footprint, and capabilities. When we came across the VanHooseCo operation, it was very clear to us that this operation between the two facilities really checked all the boxes. We're very excited about the economics, participation, expansion of our global footprint, and the increased capabilities that this acquisition provides to us.
With that, I would like to turn it over to William Thalman, and William is gonna share with you some of the financial considerations, and I'll come back with some closing remarks after William's presentation. William?
Thanks, John. Morning, everyone, and thanks for joining us today. My comments will be on slide number 12 of the presentation. We'll start there. The information that's presented there for VanHooseCo is as of their most recently completed fiscal year at the end of 2021. When you look at the asset base that was acquired, about $28.5 million, you can see a significant asset base relative to the revenue that's being generated in that timeframe, which was just over $28 million. There has been significant investments that was made in the Lebanon facility, and as John mentioned that earlier, it's coming online this week, and we expect to see revenues growing from that site as a result of the investments in the quarters to come.
Their working capital percentage of sales is pretty similar to L.B. Foster's, right around 20%. Their revenue growth for the last couple of fiscal years ended 2021 was right around 5%. We've been seeing that their performance after the end of fiscal 2021 has been above that level, so we're optimistic, and excited to see that the momentum of the business is growing. One of the things to highlight about VanHooseCo is that their profitability stands out. Gross margin's right around 28%, and then their EBITDA margin's at approximately 25%. When you look at what they do, they have a very narrow focus on value-added product lines.
A significant amount of their business, as John mentioned earlier, is in the commercial industrial space, and very little government work. One of the things that they really perform well at is customer service, making sure product of a high quality is available on time when needed, and customers are willing to pay a premium price for those materials to be available for their most demanding projects. That's something that VanHooseCo's been able to leverage in their operations, and in their financials and something that we expect to continue and grow with and hopefully learn a little bit on our side of the business as well. Very strong financials.
The one mention about capital spending, you can see at the bottom of the schedule, we were about $6.2 million of capital spending in 2021, which brought their pre-operating cash flow to negative $1.6 million. Obviously, a big piece of that was related to the Lebanon investment that was made, which in total was about $8 million over the multiyear investment period. We would say that their ongoing CapEx needs from a maintenance point of view are closer to $1 million per year, right around 3% of sales. You know, feel good about the purchase price and the business that we acquired, and we're looking forward to seeing as part of the L.B. Foster portfolio going forward.
On the next slide, I did wanna highlight the fact that we did have an amendment required to our credit facility to accommodate the acquisition. The amendment was approved unanimously by our bank group, and basically, they had to approve the VanHooseCo acquisition as a permitted acquisition under the revolving credit facility due to its size. The key terms of the amendment, you can see the permitted acquisition reference there. Also, the maximum gross leverage ratio was increased from 3.25x-4x at the acquisition closing date and as of the end of our Q3 .
There's a step-down in that leverage ratio by 25 basis points as of the end of December and then on down through to the end of the June quarter in 2023 when we get back to 3.25x , which is the pre-amendment level, and then going forward. The additional pricing tier was added because the previous cap on the facility was 3.25 was set up to 4. There was an additional pre-pricing tier that was added. Lastly, many of the facilities that are being renewed at the moment are going through the conversion from LIBOR-based pricing to SOFR-based pricing. That's something that we accomplished with this amendment as well.
Our bank group's been very supportive as we're transitioning towards the accelerated growth component of our playbook, and really thank them for their continuing support as we transform L.B. Foster. With that, I'll turn it back over to John for his closing remarks. John?
Thanks, Bill. I really appreciate it. I'd first like to thank the entire L.B. Foster team, really making these things happen. If you look at these four specific strategic actions we have taken over the last two months on top of a really nice sequential improvement in our revenue and gross profit, the team is really focused. It's easy to do, I guess, when you have a strategy, but more importantly, we're executing on that strategy. Making the actual VanHooseCo situation come to light and making it happen really falls in the hands of three of our individuals, and I'd like to call them out especially today. William Treacy, Marc Muratore, and Sean Reilly.
For the most part, these gentlemen have given up their personal lives and really been living in Tennessee for the better part of six months, and I'd like to personally thank them for what they've done. The ability for this transaction would not have been possible without their hard work and efforts. Thank you to the three of them to making it happen. Also important is the Jeff VanHoose and Don Atkins. From the first days we met back in December of last year, it was clear that they wanna leave a legacy in their business. They're staying on with the business for a period of time, but they wanna leave a legacy, and it became very clear that the L.B. Foster and CXT operation was gonna make that happen.
It's about two businesses coming together, but more importantly, two cultures coming together. That was clear from my point of view and their point of view that this is where, you know, literally magic can happen. My thanks to them and their leadership hanging in there. You know, moving from a private company to a public company is not an easy situation. Keeping their team engaged and focused has been nothing short of outstanding. My thanks to both Jeff and Don for making this happen. Simply said, if you look at slide 15 and 16, we laid out a strategic playbook last December, and the team here is extremely focused on bringing the value to our shareholders with four significant plays over the last 60 days.
The team remains committed to transform the company into a high-growth, technology-focused infrastructure solutions provider. I and the team are very pleased with our progress we've made to date. This does take time to pivot the company, but we're well-entrenched to make that happen. I'm very excited that the company is coming together, and doing something very special in the marketplace. Thank you for your time today and continuing interest in L.B. Foster. I'll now turn it back to the operator for the Q&A session. Thank you.
Thank you so much. As a reminder, to ask a question, simply press star one one on your telephone. Please stand by while we compile the Q&A roster. Our first question comes from the line of Alex Rygiel with B. Riley Securities. Please proceed.
Good morning, gentlemen. Very, very nice acquisition here.
Thanks, Alex.
Thanks, Alex.
You know, with the new facility coming online this week, what's the capacity, and how should we think about what the annual revenue of that facility could generate sort of in a go-forward twelve-month period?
Well, it's gonna be a different ramp up, you know, starting with 10 employees as of this week, and we'll ramp up, so. Let's just put it this way. This is the business itself, actually, plays in a different market, even though they're a couple of hundred miles away, so that's good. The actual facility was sized with equipment and automation in place to do something very similar to what's happening today in the base business.
That is helpful. As it relates to sort of this product, what is the theoretical shipping distance of most of these products?
You know, that's a good question. On the ones with the IP, specifically Envirocast and Envirokeeper, we can go about 250-300 miles to be very competitive. Now, that's changing also. With the competitive landscape today, the tightness of labor, I think, we could even hopefully be able to reach into further distance as well.
That's helpful. As it relates to the margin profile of this business, obviously the margins are fantastic. Can you talk to that point a little bit, so we can gain a little bit more confidence that the margin profile here is sustainable longer term?
Yeah. Well, you know, we spend a lot of time there, so we really understand what underpins that from a market point of view, and from a product and process point of view. This team has done a great job of holding their gains as well as an inflationary market and perhaps looking at a recession. They did a good job of getting price. We feel very good about their ability to continue to improve upon their margin position.
That's great. One last question. Can you shed some light on sort of the revenue mix by end market, of this acquisition?
Sure. Bill, you wanna-
Commercial, industrial, residential, that kind of thing.
Do you wanna cover that?
Yeah. I don't have the specifics on that. I know they're heavy on the two product lines that we highlighted under the Envirocast, and the Envirokeeper license agreement. Those are gonna be their two primary product lines, and then they have some other areas. Alex, if you give us a chance, we'll pull some information together with you and catch up later on that.
Perfect. Thank you.
Thank you, Alex.
Thank you. As a reminder, if you do have a question, simply press star one one on your telephone. One moment for our next question. Our next question comes from the line of Brett Kearney with Gabelli Funds. Please proceed.
Hi, guys. Good morning.
Hi, Brett.
Hey, good morning.
Hi. Yeah, thanks for joining us, Brett.
Yeah. Congratulations on the deal. Seems like a great fit with the strategy you've laid out so far.
Yeah, it's fantastic.
Terrific.
Came together very nice.
You touched on this a bit in your prepared remarks, but in terms of you know, operating this business going forward, can you talk to you know, the leadership? You mentioned Jeff and Don's roles, but maybe also kinda you know, the second layer of management at the business going forward and how it may integrate into L.B. Foster over time or kinda thoughts on leadership in the business.
Yeah. Yeah, thanks. That's a good question because that's a big piece of what we're doing and really driving some synergies, right? Some hard synergies. Basically, the sales team will come together with a national presence, and the engineering groups as well, and many of the back office and admin groups, in a period of time will all be integrated working together as one, unified force. We've done a good job of building up some of the bench strength in the CXT group, getting ready for something like this. We're ready to, you know, I guess, add this on without adding much SG&A as a percent of the total or the top.
It should have good leverage for us as well as great capabilities and a great their engineering and sales team is second to none.
Okay. Okay, terrific. How has this business fared, I guess, through this, you know, operating environment we've been through the last 12-18 months, and how are they looking today, I guess, from a materials input side? As you are ramping up the new facility in Tennessee, how are you finding the ability to onboard the folks you need to meet that production ramp?
Yeah. Both of these are kind of bedroom communities, one in Knoxville, one in Nashville. They're really well-suited as far as grabbing a labor force without competing with the larger metro areas. From that point of view, it's excellent. As far as materials, these facilities are both have batch capabilities, and we have excellent relationships with the both cement as well as the aggregates and coming into the facilities. In fact, the second facility that's being built right now actually sits on a quarry, so the materials literally come a few feet away. We're doing very good from that point of view, and it really gives them a competitive advantage over other precasters in the area.
Terrific. That's very helpful. Thanks so much.
Thanks, Brett.
Thank you. I'm not showing any further questions in the queue. Thank you for participating, everyone. We will end our program. Good day.
Thank you.