Carlisle Companies Incorporated (CSL) Earnings Call Transcript & Summary

Good afternoon. My name is Patricia, and I will be your conference operator today. At this time, I would like to welcome everyone to the Carlisle Companies, Henry Company conference call. [Operator Instructions] I would like to turn the call over to Mr. Jim Giannakouros, Carlisle's Vice President of Investor Relations. Jim, please go ahead, sir.

Thank you, Patricia. Good morning, everyone, and thank you for joining us on the call. With us today are Chris Koch, Chairman, President and Chief Executive Officer; and Bob Roche, our Chief Financial Officer. We present certain non-GAAP financial measures on today's call. And information required by SEC Regulation G related to any historical non-GAAP measures are available in the Investors section of our website, carlisle.com. During the call, we will make forward-looking statements, including statements regarding events or developments that we expect will or may occur in the future. These forward-looking statements are subject to a number of risks and uncertainties, and actual results may differ materially from any forward-looking statements that we make on today's call. A discussion of some of these risks and uncertainties is provided in our SEC filings on Forms 10-K and 10-Q. Those considering investing in Carlisle should read these statements carefully and review reports we file with the SEC before making an investment decision. Lastly, we're excited to share today's news with you all, but given the magnitude of today's events, everyone's busy schedules and our earnings call later this week, we intend to limit today's call to 30 minutes. With that, I'd like to turn it over to Chris.

Thanks, Jim. Good morning, everyone, and thanks for joining us on such short notice. Today, we'll be limiting the discussion of our acquisition of Henry Company. Discussion of Carlisle's second quarter and updated outlook will be covered in our scheduled earnings call this Thursday, July 22, after the market close. Let me first begin by welcoming the entire Henry team to Carlisle. I would also like to make notable what a superb company, excellent reputation and strong brand the entire Henry team has created over many years. We will be very pleased to have them as part of the Carlisle family. Please turn to Slide 3. In our deployment of Vision 2025, we signaled a strong conviction in the earnings power of our building products business. That conviction was based on the ability of Carlisle to capitalize on the potential of the entire building envelope, the presence of a real and robust future pipeline of re-roofing demand and a growing desire in the marketplace for a broad set of energy-efficient product solutions from Carlisle that would support sustainable design, construction and repair of buildings. For the past 5 years, we have been diversifying into different building product segments to address these drivers of value creation for our stakeholders. We have been building our capabilities within CCM and allocating significant investment dollars to our high-returning businesses within the building products space. The acquisition of Henry represents the next step in the evolution of our portfolio and complements the notion that a building product strategy focused on energy efficiency around the entire building envelope offers the best path forward for all of our stakeholders. Henry will only add to Carlisle's outstanding capabilities and capacity within this space. Carlisle's building products business is rooted in the legacy of single-ply roofing membrane product offerings beginning in the early 1960s. By 2015, that legacy had expanded into numerous other building products such as air, water and vapor barriers, HVAC sealants and polyiso insulation. Since 2015, we've added polyurethane spray foam offerings and a growing set of architectural metal solutions, further expanding Carlisle's market leadership in single-ply roofing solutions into products for the entire building envelope. We've intensified our focus on the best possible interface with our customers and contractors and other key stakeholders through the Carlisle Experience. We work to increase application efficiency of our products. We pursued an aggressive path to increase our breadth of products that drive energy efficiency. With today's announcement of our acquisition of Henry, we are taking a significant action to expand our water, air and vapor barrier business adding to our existing coatings and waterproofing offerings within CCM. We will seek to continue to build a portfolio of strong, durable, sustainable products and systems for these solutions in commercial and residential buildings, building on the well-known and contractor-preferred Henry brand and leveraging a strong pipeline of innovation to create significant value for both our customers and our shareholders. On Slide 4, we highlight Henry's compelling strategic fit with Carlisle and how acquiring this well-established business will accelerate our pivot into a stronger diversified building products company and will add to our mission of achieving our goal to at least $15 of earnings per share by 2025. We've long been impressed with Henry's ability to provide a set of energy-efficient building envelope solutions focused on the North American market. With strong brands, a dedicated workforce, excellent cultural alignment, a network for the well positioned and capable factories and a focus on Lean Six Sigma and continuous improvement, Henry will fit very well within our best-in-class CCM business and further enhance our value to customers in the building products space. The strength of Henry's platform also reflects the value of its commercial team. And that team has driven high single-digit growth since 2015, continued to develop their excellent brand, exceeded their customers' expectations and delivered a commitment to innovative energy-efficient building envelope solutions. We're excited to invest in and accelerate Henry's future growth. We anticipate cost synergies of approximately $30 million derived from our center-led leadership support, purchasing actions and deployment of the Carlisle Operating System within Henry. Coupled with Henry's attractive growth trajectory and an accretive margin profile, we expect at least $1.25 of adjusted EPS accretion and over $90 million of free cash flow contribution in Henry's first full fiscal year under Carlisle. On Slide 5, we have the transaction overview. We believe this transaction will close in the third quarter. Bob will provide more details and explain the financial implications of the acquisition later on the call, but a few important details first. Henry generated revenue of $511 million and adjusted EBITDA of $119 million, representing an adjusted EBITDA margin of 23% for the last 12 months ending May 31, 2021, which is notably immediately accretive to CCM's segment EBITDA margins, a sign of Henry's significant work on innovation and operational execution. Slide 6 gives you a brief overview of Henry, where we have noted its strong North American presence, diverse set of go-to-market channels, balanced revenue mix between commercial and residential end markets and new construction versus repair and restoration demand drivers. As we've mentioned, Henry has sustained high single-digit growth since 2015, and we have plans to accelerate that with additional new product introductions, excellent revenue synergy opportunities, including European expansion and tuck-in acquisitions. On Slide 7, you can see Henry's focus on innovation and an impressive product vitality of over 20%. The focus on innovation, labor savings and energy efficiency represents strong overlap between Carlisle and Henry. And all of this contributes to our expected strong organic growth acceleration and significant value to our end customers. Our confidence in Henry's growth prospects rests on factors shown on Slide 8. I mentioned labor savings and productivity enhancements as clear drivers for demand of innovative products. Notably, an increased need for solutions enhancing the energy efficiency of buildings given more stringent building codes and greater sensitivity to impacts to the environment, should continue to provide nice tailwinds for Henry's products. We anticipate a very long runway here for Henry and for Carlisle overall. With that, I'll pass it over to Bob, who will take you through the financial profile of the deal. Bob?

Thanks, Chris. Good morning, everyone. We're now on Slide 9. As Chris mentioned, Carlisle's entered into a definitive agreement to acquire Henry Company for approximately $1.575 billion. We expect the transaction to close in the third quarter of 2021 and anticipate funding the acquisition through a combination of cash on hand, proceeds from the Carlisle Brake & Friction supplemented with additional debt. Henry has a very attractive sales and profitability profile. The company has grown 7.5% annually since 2015, and we fully expect to accelerate that in the coming years. Henry's EBITDA margins are healthy 23%, notably slightly accretive to CCM's profitability. With the application of COS and our identified $30 million of synergy opportunities, we expect Henry's margins will expand roughly 50 basis points through 2025. Given this profile, we expect Henry to be accretive to the tune of at least $1.25 to our adjusted EPS and also accretive to our free cash flow of about $90 million in our first full year of ownership. Henry has deployed capital expenditures that are in line with CCM's average of about 2%. We would expect that to remain at those levels for the foreseeable future. Notably, we expect Henry's free cash flow contribution to grow to over $120 million by 2025. Following the acquisition, our balance sheet will remain strong with substantial capacity remaining to deploy, all while maintaining our investment-grade rating. Lastly, we've provided non-GAAP reconciliation of the transaction financials on Slide 11 of the presentation in our press release issued this morning. With that, I'll pass it back to Chris.

Thanks, Bob. Before we open it up for questions, I just want to express how excited we are about today's announcement. The acquisition of Henry adds a leading solid growth platform to our building envelope solutions business. As we look forward, we will continue to execute on our strategy of extending Carlisle's history of innovation, investment and continuous improvement. With Henry, we have even more conviction than ever that Carlisle's future is secure and we're well on our way to delivering Vision 2025. And with that, Patricia, we're ready for questions.

[Operator Instructions] Your first question comes from the line of Saree Boroditsky.

Congratulations on the transaction.

Thanks, Saree.

It seems that Henry is slightly more exposed to new construction as well as residential. So could you just talk about kind of what's driving the exposure to new construction? Are there certain product offerings that go better with the new construction versus repair and replacement? And then on the residential side, how do they go to market there? And how does that fit with the rest of your portfolio?

Let's talk about the residential for a bit. They have a strong residential brand. I think if anyone wanted a quick look, you could just go to Home Depot and look in their aisles, and you'll see Henry has a nice selection of products there that address everything from roof coatings to sealants to other things like that. And I think that plays into the idea that we're seeing more spending on homes and restoration within the residential space. And indeed, with the value of homes going up and a focus on energy efficiency, I think that plays really well for Carlisle. And it's a place we have had some residential business, including, let's say, our Drexel Metals business, which is more residential-focused, but good drivers there. And then for the first question, I'll turn it over to Bob.

Yes. Saree, I think our total residential and even our repair and replacement doesn't change much from what CCM historically had. We may go from 10% to 15% on the residential side. And then from an R&R perspective, we'll go from 70%, just down slightly. So I think it doesn't change the dynamics of total Carlisle of what we're used to. It just adds a little residential and a little less R&R versus new construction.

Perfect. And then I guess just my second question. You talked a little bit about 50% of revenue being derived from products that improve energy efficiency. Could you just talk about the importance of energy efficiency in driving customers' decisions today? And how you expect to -- that to evolve over time? I'll leave it there.

Thanks, Saree. Yes, we're seeing a greater focus, I think, from the general public in addition to our contractors, understanding certainly through all the activity in the press and the things we see in the building codes and changes there that energy efficiency has to be a focus for the future in a lot of ways. I would say that, for us, the products that deliver energy efficiency here are really going to be driven, on one hand, by awareness and education of consumers but also through specifications at the architectural level, building ownership. We saw this with our increased polyiso sales over the last few years, where I'd say, 10 years ago, we started to see building codes shift to increasing the amount of polyiso insulation on the roof and there was almost an immediate payback for building owners. And then we saw, through that awareness and education, that it was translated into codes, and we continue to see that drive for polyiso insulation across certainly North America to increase energy efficiency based on good environmental trends but also based on some real monetary savings for owners.

Your next question comes from the line of Tim Wojs from Baird.

Congrats on the deal. I guess just first question I had, with the $30 million in synergies you expect over the next, call it, 4 years, how do you think about, a, the realization in terms of the timing? And then also, is there a way to kind of segment out or bucket out what's included in the $30 million?

Let me take that, Chris?

Sure.

Tim, yes, I mean, we expect them to be ratably over the time period, right? I mean for most deals, the sourcing and things come first and then other synergies come later. So it would be ratably over the time frame. It wouldn't be front-end loaded or back-end loaded. And I think these are the typical synergies you see in an acquisition around sourcing, logistics and freight, insourcing some things into our factories and then applying our COS on top of what Henry has already done with the Lean Sigma to create a more robust platform to remove costs and waste from the organization. And with the growth they've had, we see this as being they can grow with adding less -- without adding resources versus a big reduction in resources.

Tim, I would add one thing that we haven't really included much for the sales synergies. And one of the big focuses for Henry over the last couple of years has been to drive specification at the architect, building owner and contractor level. And I think that's something that we've done a pretty good job of at CCM, and I think will also help the Henry team with access and certainly helping to get them into those positions to specify the product. So that should be in there, too. But again, as Bob said, that will come a little bit later as the teams start to work together and get more comfortable teaming up on things.

Okay. How much distribution overlap do you guys have today between the 2 companies?

We do have distribution overlap with some of the bigger players in wholesale distribution and that. We have some other channels that are more on the retail side. And I would say that -- Tim, I'd hate to give you a number. I don't exactly have the correct number. But I would -- let's just say it's balanced, and we don't see it -- we see it being one where we'll be able to leverage enough with the overlap, and it will be a good addition, not oppressive and not requiring us to make too many decisions on any redundancies. And then on the more retail side, that's all new U.S. synergies.

Okay. Okay. And then just on the sales CAGR over the last 5 years, how much of that was organic versus acquisitions? And then is there any way to just think about how the margins have performed over that same time frame?

Yes, I'll let Bob handle the margin question. The 7.5% that Jim and I mentioned and then Bob, I'd say the vast majority of that 7.5%, let' say, somewhere between 5.5%, 6%, somewhere in there is organic.

Yes. Tim, the margins have expanded nicely over the last several years by about 100 basis points a year, at least as they've been applying normal Sigma tools. So...

And your next question comes from the line of Garik Shmois of Loop Capital.

Congratulations on the deal. Just to be clear, Bob, I think you mentioned you expect about 50 basis points of margin expansion through 2025. Is that annual? I just want to be clear on that. And then just a follow-up on the margin question. Can you speak to the raw materials Henry is exposed to and if there's any purchasing overlap in particular there?

Yes. The 50 basis points is an annual number. We expect to be able to achieve that every year for the next several years as we get the synergies and, like Chris talked about, the sales synergies and everything else. Raw materials are typical. They have a lot of acrylics and silicon materials and then MDIs and polyols and solvents that we currently use and either are existing coatings and waterproofings business or our roofing business. So there's overlap on a lot of different things.

Okay. Great. And then just on the accretion you're expecting that $1.25 in 2022. Can you just provide a little bit more color on your expectations with respect to the top line of the margin? Is it still pretty consistent with the historical performance? Anything to call out there as far as the accretion is concerned for next year.

No. No. It is in line with the historical performance. As I mentioned to Tim, we're seeing, we're going to have some of the synergies in that number and there's nothing sort of out of line with what they've been doing over time, except for synergies.

[Operator Instructions] Your next question comes from the line of Kevin Hocevar from Northcoast Research.

Nice deal. Wondered if you could talk about -- you guys have been -- in terms of cash deployment going forward after the deal, the balance sheet will still seem to be in pretty good shape. So curious how you think of cash deployment going forward. And do you intend to keep buying back stock and doing smaller bolt-on type deals? Just curious how you're thinking about the cash deployment after this.

Yes, Kevin, I'll talk about it for a minute here and Bob can then follow up. But I don't think anything really changes for us. We've been pretty clear in Vision 2025 about our capital deployment strategy. And I think you can anticipate us doing the same kind of things and making those same decisions we have. Obviously, our first preference is to invest in our businesses and drive organic growth. We want to make sure we're taking care of the dividend as well. And then we have traditionally looked at our position of our stock price and relative to intrinsic value and make decisions there. And then obviously, with acquisitions, that's been a key part of Carlisle's strategy over the years. But we want to be disciplined, and we want to make sure that we are making acquisitions like Henry that are accretive and good for the long-term business. So I don't really see anything changing in our approach. We think it's worked for us. Bob, do you want to add anything to that?

Yes, Chris. Kevin, this is going to generate, on average, over $100 million of cash over the next few years. So clearly, cash flow accretive to the company and generate nice cash. We do have over $750 million of cash on hand and then we're going to get the money from CBF, the $375 million, which clearly puts us over $1 billion of cash. So the debt needed to fund this is relatively small in terms of the total Carlisle company. So yes, clearly, Chris, that doesn't change what we've been doing at all.

Okay. And just in terms of -- obviously, there's been a lot of -- and especially even the raw materials you mentioned that Henry's exposed to that everybody is exposed to in some way, there's been a lot of inflation. So how does the price -- I mean the margin has obviously been -- seemingly held up really well. So how is the pricing power of the business? It seems like it's been able to keep up with inflation. But curious if you could just kind of comment on just kind of the industry structure maybe a little bit. How is it -- how fragmented is this, the building envelope? Where does Henry fit within there? And how has the pricing been and the ability to push through the raw material and just other inflation that everybody has been seeing?

Yes. And certainly, Henry has been experiencing that as well. I think everybody has. I would say the industry is fragmented. There are a lot of players in it. There's certainly a lot of competition when you get into things like the retail spaces. There are a lot of selections, there's many outlets. We mentioned Lowe's, Home Depot, Ace, True Value, I mean you can -- Menards, you can list a lot of places. So obviously, it's somewhat of a fragmented market. I think what Henry has done, and it's really what we said in the call, they have done a great job of producing, over the years, outstanding products. They've been innovative. They really listen to their customers. They have a great track record of fulfillment and customer service and the sales team and marketing teams are in touch with what's going on. And so I think they're operating in a tough environment from a competitive standpoint, like I said, lots of people probably want their business. But Henry has done the thing that we've done at CCM as well, generate that probably what they would call the Henry experience and making sure they're providing market -- value in the marketplace. And ultimately, that's what the contractor is going to look at, who's giving me the best performance, who's delivering on time, every time and that. So that kind of track record is what gives us confidence in the future, that they can maintain their position and grow sales.

And there are no more questions at this time. Speakers, I turn the call over back to you. Please go ahead.

Okay. Well, thanks, Patricia. Thanks for everyone on the call. Again, we're very happy to have Henry set to become part of the Carlisle family. We look forward to talking to everybody this Thursday about the Carlisle second quarter results. And yes, have a great day, and thanks, again.

And this concludes today's conference call. Thank you all for participating. You may now disconnect.