Myers Industries, Inc. (MYE)
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May 1, 2026, 4:00 PM EDT - Market closed
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M&A Announcement

Jan 2, 2024

Meghan Beringer
Senior Director of Investor Relations, Myers Industries

Hello, and welcome to Myers Conference Call, announcing the agreement to acquire Signature Systems. My name is Meghan Beringer, and I welcome the opportunity to join the Myers team as the Senior Director of Investor Relations in early December of 2023. I look forward to getting to know all of you starting today and on March nineteenth, at our Investor Day in New York City. Joining me today is Mike McGaugh, our President and Chief Executive Officer, and Grant Fitz, our Chief Financial Officer. Earlier this morning, we issued a press release announcing the signing of a definitive agreement to acquire Signature Systems, a leading manufacturer and distributor of composite ground protection products.

Today's PowerPoint presentation was included in the emailed invitation for this call and has been posted on the Investor Relations tab of Myers' website at www.myersindustries.com, under the Financial Presentation section.

We will now turn to slide two of the PowerPoint presentation for our Safe Harbor disclosures. As noted in the investor presentation, released and filed earlier today by the company, statements made during this presentation include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current views and assumptions of future events and financial performance, and involve a number of risks and uncertainties, including those described in the company's annual and quarterly financial filings with the SEC, that could cause actual results to materially differ from those expressed or implied.

The company undertakes no obligation to publicly update or revise any forward-looking statements presented today. We will also discuss certain non-GAAP financial measures. Reconciliations between GAAP and non-GAAP financial measures can be found on the Myers website, along with a presentation which supports today's discussion.

Given the timing of this acquisition at year-end, our discussion today will be limited to the materials in the 8-K press release in this PowerPoint. Now, it is my pleasure to turn the call over to Mike McGaugh.

Mike McGaugh
CEO, Myers Industries

Thank you, Meghan. Please turn to slide three. I'm excited to announce today our signing of a definitive agreement to acquire Signature Systems, a leading manufacturer and distributor of composite ground protection products. We believe this acquisition is an incredible opportunity, financially and strategically for our company. Signature Systems is a highly profitable and fast-growing company that will serve as a catalyst in Myers Industries' transformation.

This acquisition enables us to deliver on our Horizon One targets of reaching $1 billion in revenue at a 15% EBITDA margin. Signature is a leading composite ground protection solutions provider and will help build Myers' presence in the global infrastructure end market, which will continue to have long-term growth tailwinds. This acquisition is perfectly aligned with our growth strategy. The addition of Signature brings to Myers complementary technologies, adjacent end market exposure, and expanded international growth opportunities.

With an established track record of strong earnings and growth, we are confident it will deliver even greater value for our shareholders. I'm especially pleased that with the start of the new year, Myers is on track to shift focus from Horizon One of our strategy to Horizon Two. In addition to being a great company, Signature is also led by some perfectly talented people. Jeff Condino, the CEO of Signature Systems, is a highly capable leader and has assembled an excellent team. The cultures of Signature and of Myers are also very similar, and I believe that the combination of the two organizations will work very well together and make our company even stronger. Turning to slide four, please let me highlight just a few of the reasons why I'm so excited about Signature Systems.

Unique in its industry, Signature is a leading manufacturer of composite ground protection solutions and is also the leading manufacturer of turf protection solutions for stadiums and event venues. We believe there is a large and sustained growth opportunity for these composite protection products as end market demand is converting to and displacing traditional wood mats. The total global addressable market for ground protection solutions is estimated at nearly $3 billion, so there's considerable room to grow with this within this category.

This growth will get a boost from the nearly $1 trillion of infrastructure investment expected in the United States over the next decade, notably enhanced by the Bipartisan Infrastructure Investment and Jobs Act and the Inflation Reduction Act. Slide five illustrates a few of the products Signature manufactures and supplies to its two major application segments: ground protection and turf protection.

Signature is a 25-year-old company with leading brands that have excellent customer loyalty and customer perception scores. Signature offers a full line of branded and differentiated ground protection solutions for every application and every environment. The products are highly engineered and are difficult to manufacture, difficult to replicate, and as a result, have a high barrier to entry and a competitive moat. Ground protection products, such as Signature's MegaDeck HD+ composite construction mat, provide safe, reliable, temporary roadways and site access for heavy-duty work sites.

Turf protection and event flooring products, such as Signature's OmniDeck panel, are easy to install and can handle substantial weight loads while protecting natural or artificial turf and other event surfaces. Approximately 80% of Signature's 2023 sales revenue is from the heavy-duty ground protection products, while the remaining 20% is from the lighter duty turf protection and event flooring products.

The Signature products are also a material substitution play, delivering strong performance and lifecycle advantages over alternative materials such as wood. Myers knows this commercial and sales model well. We successfully executed in several of our current lines of business, and we understand it. Let's turn to slide six for just a few highlights of the transaction. As we have consistently pursued our Three Horizon Strategy, we have committed to our shareholders that we would be patient and would wait for our pitch, so to speak, to find the right acquisition at the right price. We've sought out companies to acquire that have leading positions in growing end markets. We've targeted companies with strong brands in a defendable, competitive moat, and with profit margins that reflect these advantages.

Given sufficient scale, such an acquisition candidate would also serve as a catalyst for Myers transformation into a leader in high-value industrial products that store, handle, and protect. As I've said in past call, we have evaluated many companies. We have engaged in negotiations with several. We've maintained our discipline and our focus, and it's paid off with the acquisition of Signature Systems, a world-scale composite products provider with over 35% EBITDA margin, over 10% past and projected future revenue growth, free cash flow conversion of 70%, and an impressive EPS accretion starting in 2025. In short, a high-quality company, strategically well-aligned with Myers in an attractive and value-creating transaction for Myers shareholders. Grant will talk in more detail about the transaction later in our presentation.

I want to emphasize that even with a company as strong as Signature Systems, we still expect to obtain meaningful operational cost synergies by leveraging our procurement strength and scale on raw materials, as well as bringing operational best practices from Myers Material Handling businesses. We also seek to invest in Signature's sales and commercial capabilities to help the business grow domestically and internationally.

Now, turning to slide seven, I'd like to talk a bit more about the growth potential and growth runway for this business. Approximately 60% of Signature sales revenue comes from infrastructure-related projects. As I stated earlier, the projected investment in U.S. infrastructure alone is a powerful tailwind for growth of Signature products. Signature is unique in producing both ground protection and turf protection products, serving diverse end markets and applications. Signature's significant and long-term growth potential is illustrated in slide eight.

Globally, the ground protection matting market is estimated to be $2.7 billion. Geographic expansion into Europe and other regions, as well as continued material conversion from wood to performance advantage composite products in North America, provide meaningful long-term growth opportunities for Signature. We are excited about this growth and intend to invest in the capabilities and capacity necessary to capture it. I'll now turn the presentation over to Grant to share the performance expectations of Signature and the financing structure of the transaction. Grant?

Grant Fitz
EVP and CFO, Myers Industries

Thank you, Mike. As mentioned, when I first joined Myers seven months ago, one of the compelling opportunities that attracted me to Myers was to be able to work with the team to execute on the Three Horizon Strategy. It is very exciting today to go over such a transformational opportunity with the Signature Systems acquisition. Please turn to slide nine. In reviewing the financials of this deal, Myers will be acquiring Signature Systems for $350 million, subject to the final working capital adjustment after close. This purchase price equates to an 8x unsynergized adjusted EBITDA multiple, based on the projected results for Signature's 2023 fiscal year. The transaction cost for this acquisition will be approximately $6 million, excluding financing fees, and the majority of these costs will be at deal close.

For synergies, Myers has identified $8 million of annualized operational and cost synergies that will be implemented by 2025. The majority of these synergies are for material costs, with a combined larger purchasing volume between Myers and Signature, as well as operational savings through improved manufacturing efficiencies. U.S. GAAP earnings per share is projected to be flat to slightly dilutive in 2024, with $0.20-$0.30 per share accretion in 2025, $0.40-$0.50 per share accretion in 2026, an additional meaningful accretion beyond 2026. The transaction will be funded by a secured five-year, $350 million term loan A facility. The transaction is expected to close in the first quarter of 2024. Please turn to slide 10.

In addition to the $350 million Term Loan A facility, as is required, the $250 million senior revolving credit facility was also amended. Additionally, the projected debt ratio is within Myers' strategy to have a Net Leverage Ratio of approximately 3x at the time of acquisition, with Free Cash Flow expected to allow for pay down to under 2x within two years of closing. Interest coverage is projected to be 4x-5x in the first year. Please turn to slide 11. This is a very compelling acquisition for our shareholders. Signature has a leading market position with a strong brand and a high growth infrastructure end market. Additionally, with the two combined companies leveraging the Myers Business System, annualized synergies of $8 million will be implemented by 2025.

This acquisition also provides a positive ESG profile with recyclable materials. For capital structure, Myers will have an approximately 3x Net Leverage Ratio at the time of acquisition, and the combined Free Cash Flow will allow for debt paydown to under 2x within two years of closing. This aligns very well with our targeted capital structure for a transformative type of acquisition. Lastly, Signature Systems provides a very positive EBITDA and EPS accretion for our shareholders, with U.S. GAAP EPS projected to be flat to slightly dilutive in 2024, with 20-30 cents per share accretion in 2025, 40-50 cents per share accretion in 2026, an additional meaningful accretion beyond 2026. I am extremely excited about what this acquisition will bring to our shareholders as we leverage this opportunity to continue transforming Myers with the Three Horizon Strategy.

I'll now turn the call back over to Mike. Mike?

Mike McGaugh
CEO, Myers Industries

Yeah, thank you, Grant. Before I close out the call, I want to reiterate how Signature fits in his own strategy. Please turn to slide 12. Signature is complementary, just as it is transformative. Its manufacturing processes involve high-tonnage composite plastic molding. Myers is familiar with these technologies, and in fact, Signature brings complementary technology to Myers through the addition of compression molding. The acquisition moves Myers into adjacent high-growth end markets. As I highlighted earlier, Signature provides Myers more exposure into the infrastructure end market, a fast-growing end market benefiting from significant government spending and investment. Signature manufactures high-quality branded products that have a leading market position as well as a positive ESG profile. Our strategy is to focus on branded products where the margin opportunity typically is greater. We avoid private label business where possible.

Signature Systems fits well with this model and consists of well-known brands with high Net Promoter Scores and favorable brand recognition and reputation. As with many current Myers products, Signature's products also have a favorable ESG profile. They can be produced with high levels of recycled material and can themselves be recycled to produce new products. As we've said many times over the past years, we prefer to focus on products that have a competitive moat.

We've defined this as highly engineered products that are difficult to manufacture, requiring a high level of know-how and engineering expertise. We've also stated that we like heavy, bulky, and large format products that require large ton presses to manufacture. As an example, one of Signature's leading products, the MegaDeck HD, weighs approximately 1,000 pounds per 7-by-14 sheet. These are big, heavy-duty, highly engineered, large format products.

These large format products are difficult to replicate or copy. As a result, you have a barrier to entry in a competitive moat. We also want to acquire businesses that are accretive to our financials and move us forward as a company. We like to say, "You are what you eat," when it comes to acquisitions. We want to focus on acquiring businesses that are of high quality and improve Myers' earnings profile. Signature is such a company.

EPS accretion is very attractive, just as is free cash flow conversion. Finally, consistent with our Horizon Two and Three ambitions, we want to acquire a company that can be a catalyst for international growth. By pursuing high profit and high growth businesses, we intend to move beyond North America, establishing a presence in Europe and other regions in the next several years.

With its exports into the European market and with a highly shippable product, Signature Systems serves as a catalyst for Myers' international growth. During this call, I've referenced Myers' Three Horizon Strategy multiple times. Let me say a bit more about our strategy. Please turn to slide 13. Since 2020 and the launch of our 10-year roadmap, called our Three Horizon Strategy, our company is focused on executing and delivering Horizon One, which included growing the company from $500 million to $1 billion in revenue, while we built out commercial and operational capabilities necessary for the company to transform into a more robust entity with greater profit margins and greater scale.

Over the course of Horizon One, we developed operational excellence tools that have delivered lower costs and higher margins. We developed commercial excellence tools that have enabled us to innovate and grow.

We executed 4 bolt-on acquisitions that provided us market or geographic access. These acquisitions serve 2 purposes: They help us get scale or expand in a market or geography, and they helped us improve our M&A and integration capabilities. The objective was to improve our capabilities so that we de-risk larger, more value-creating acquisitions. We've done just that. As I've mentioned, Signature Systems gets us directionally close on a pro forma basis to our $1 billion revenue target at 15% EBITDA margin as a company. I'm especially pleased to achieve this milestone at our target timeline. We continue to do what we say we're going to do. We continue to deliver on our commitments and on our roadmap.

Signature is transformative and moves us to Horizon Two, where we will continue to focus on organically growing and acquiring businesses that manufacture products that deliver storage, handling, and protection solutions. Let me conclude with slide 14. We believe the acquisition is an incredible opportunity, both financially and strategically. This move will catalyze the transformation of Myers Industries. Signature has an excellent level of profitability, and it has an excellent outlook for long-term growth, and we're acquiring it at a price that is favorable to Myers shareholders. We look forward to speaking more about this in Myers' long-term strategy on March nineteenth, at our Investor Day in New York City. With that, I'd like to turn the call back over to Meghan to facilitate Q&A. Thank you.

Grant Fitz
EVP and CFO, Myers Industries

Thank you for your questions and your time.

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