Good morning, ladies and gentlemen, welcome to the LSI Industries Acquisition of the Royston Group Conference Call. All participants will be in listen-only mode. If anyone should require operator assistance during the conference, please key star and then zero on your telephone keypad. Please note that this event is being recorded. I will now hand you over to the Chief Financial Officer, Jame Galeese. Please go ahead.
Good morning. Thank you for joining today's call. After the market closed yesterday, we issued a press release announcing that LSI has entered into a definitive agreement to acquire privately held Royston. In addition to this release, a conference call presentation is currently available in the investor relations section of our corporate website. Information contained in this presentation will be referenced throughout today's conference call. Included are certain non-GAAP measures for improved transparency with regards to our operating results. Please note that our commentary and responses to questions on today's call may include forward-looking statements regarding our business outlook. Such statements involve risks and opportunities. Actual results could differ materially. Please refer to our safe harbor statement, which appears in the transaction press release issued yesterday for more details. With that, I'll turn the call over to LSI's President and Chief Executive Officer, Jim Clark.
Thank you, Jim. Welcome all. After the market closed yesterday, we issued a press release announcing that LSI has entered into a definitive agreement to acquire privately held Royston Group, a leader in identity and equipment solutions for retail environments from Industrial Opportunity Partners. Atlanta-based Royston is a vertically integrated provider of custom store fixtures, internal and external signage, and refrigerated and heated case displays. Through five facilities in four U.S. states, they offer a build-to-order solution that integrates design, engineering, fabrication, assembly, distribution, and turnkey installation capabilities that span the full project lifecycle. Royston provides retail branded solutions across an array of growing high-value vertical markets, including refueling, C-stores, grocery, quick-serve restaurants, among others, where LSI has an established market presence.
Royston is an established partner of the choice of three of the top five C-store and grocery store chains and four of the top five U.S. refueling station chains by location count. The acquisition of Royston will be transformational for our business, customers, and shareholders alike, and we believe it may position LSI as a significant scaled platform in branded retail solutions. With the addition of Royston, LSI meaningfully expands its integrated, unique-to-market offering. It provides a one-stop solution-based approach to support the new build and remodel programs of leading global retail companies across North America. Over the last five years, with the acquisition of JSI, EMI, Canada's Best, and now Royston, we've demonstrated a focused approach towards value creation through accretive complementary acquisitions while delivering consistent organic growth, margin discipline, and profitability within our base business.
As previously outlined within our Fast Forward value creation plan, LSI established 5-year financial targets extending through fiscal 2028. We have also communicated that this projected 5-year revenue growth would be driven by a balanced combination of organic initiatives and targeted inorganic expansion. The acquisition of Royston positions LSI to potentially deliver on these targets two years ahead of plan, with pro forma TTM September 2025 combined revenue for LSI- Royston of approximately $864 million and Adjusted EBITDA of approximately $95 million. Allow me to provide a bit more detail on our investment case and why we're excited about the value creation potential of these combined businesses.
First, the combination of LSI and Royston will create a leading solutions-based platform that integrates custom design, engineering, manufacturing, installation, and maintenance capabilities across lighting, fixtures, branded signage, and display cases, establishing a one-stop partner for leading retail brands. Vertical integration is a critical piece of the value proposition here as it allows us to control customer requirements and product specifications all under one roof. It's a major competitive advantage for us and for Royston, as it will position the combined businesses to maintain a high safety ratio that our customers and partners have come to expect from us. Second, this transaction meaningfully strengthens our leadership across our core vertical markets.
On a pro forma basis, approximately 60% of the combined LSI- Royston sales will be from the refueling, grocery, and C-store markets, positioning the go-forward platform as a leading partner of scale to both regional and national retail chains. The key takeaway here is that these verticals not only represent a large market for us, but they also represent some of our fastest-growing markets as customer adoption of our solutions continues to grow over time. Because our combined businesses serve largely distinct customer bases, despite a shared vertical market focus, we anticipate significant cross-selling synergies from the transaction, which I'll discuss more shortly. Third, Royston brings another five domestic manufacturing facilities to LSI, increasing our total facility count to 23 locations, resulting in nearly a 40% increase in manufacturing square footage capacity to support our organic growth.
Here, we're not only adding facilities, we're increasing our skilled workforce by nearly 900 employees, which will support us as we continue to scale. Fourth, similar to LSI, Royston has a recurring revenue model supported by long-term customer relationships. Royston serves many of the leading retail brands in North America, including customers operating thousands of serviceable locations. In fiscal 2025, approximately 70% of Royston's revenue was generated from remodel projects, with the remaining 30% from new store construction, creating a durable revenue base tied to recurring store refresh cycles. Similar to LSI, where the average tenure of our top customers span decades, the average tenure of Royston's top 10 customers exceeds 20 years. Fifth, we anticipate meaningful cross-selling synergy potential across the combined businesses.
Approximately 47% of Royston's customers currently purchase a single product from them, creating an opportunity for us to expand share of wallet across the combined offerings, while including LSI's branded lighting solutions. We like the accretive margin profile of this transaction. In calendar year 2025, Royston generated Adjusted EBITDA margin of 14%. On a pro forma basis for fiscal year 2025, the combined businesses generated Adjusted EBITDA margin of 11%, approaching the 12.5% fiscal year 2028 Adjusted EBITDA margin target outlined in our Fast Forward plan. Importantly, on a pre-synergy basis, the acquisition is expected to create 130 basis points of EBITDA margin expansion. Similar to our approach with previous acquisitions, we see a clear pathway to reducing pro forma net leverage resulting from this transaction over the medium term.
At transaction closing, we anticipate a pro forma net debt to Adjusted EBITDA ratio of the combined entities of at or below three times, and expect to reduce our net leverage to at or below two times by the end of fiscal 2028, consistent with our track record of pragmatic deleveraging following the completion of prior acquisitions. With those comments, I'll turn the call back over to James Galeese for additional details around the transaction.
Thank you, Jim. On February 20th, 2026, LSI entered into a definitive agreement to acquire privately held Royston Group from Industrial Opportunity Partners for an aggregate purchase price of $325 million, subject to final working capital adjustment. $320 million of the purchase price will be payable in cash at closing, and the remaining $5 million payable in the issuance of shares of the company's common stock, valued as of the closing price of the company's common stock on February 19th, 2026. The transaction is expected to close during LSI's third quarter of fiscal 2026, subject to customary closing conditions, including regulatory review. Upon closing of the transaction, Royston will become part of LSI's Display Solutions segment on a reporting basis. Royston has a proven track record of delivering organic revenue growth, margin expansion, and profitability.
For the 12 months ended September 2025, Royston generated total revenue of approximately $272 million and Adjusted EBITDA of approximately $38 million, or 14% of revenue. The transaction price represents 8.1x trailing 12 months, September 2025, Adjusted EBITDA. A combination of the purchase price of $325 million, net of tax benefits, transfer to LSI. The acquisition of Royston is expected to be accretive to LSI on both the margin rate and diluted earnings per share basis upon closing of the transaction. Importantly, this acquisition is supported by a fully committed bridge facility, although permanent financing is expected to include a mix of equity and debt financing. With that, I'll hand the call over to Jim for his concluding remarks.
Thank you, Jim. In conclusion, we believe the acquisition of Royston is a transformational transaction for our business, our customers, and our shareholders that may position LSI as a significant integrated retail branding solution platform of scale in North America. After several years of smaller bolt-on transactions, Royston represents our single largest platform acquisition to date, one that positions us to further enhance our unique go-to-market solutions-based model in the support of the new build and remodel programs of leading global retail companies across North America. This transaction accelerates our growth across targeted vertical markets. It expands our suite of solutions within the higher-margin product categories. It further entrenches LSI as the partner of choice for leading retail brands.
After the closing of the Royston transaction, we intend to update our long-term financial targets as we introduce the next phase of our Fast Forward plan, highlighting the value compounding power we anticipate from the combined businesses. That concludes our prepared remarks for today. I want to thank you for your participation in today's presentation and your continued interest in LSI.
Thank you, sir. Ladies and gentlemen, that concludes today's event. Thank you for attending. You may now disconnect your line.