DMC Global Inc. (BOOM) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to today's DMC Special Event Conference Call. [Operator Instructions] It is now my pleasure to turn the floor over to your host, Geoff High, VP of IR at DMC. Geoff, the floor is yours.

Thanks, Tom, and hello, and welcome to our conference call addressing DMC's agreement to acquire Arcadia Inc. Presenting today are President and CEO, Kevin Longe; and CFO, Mike Kuta. . I'd like to remind everyone that matters discussed during this call may include forward-looking statements that are based on our estimates, projections and assumptions as of today's date and are subject to risks and uncertainties that are disclosed in our filings with the SEC. Our business is subject to certain risks that could cause actual results to differ materially from those anticipated in our forward-looking statements. DMC assumes no obligation to update forward-looking statements that become untrue because of subsequent events. A webcast replay of today's call will be available at dmcglobal.com after the call. In addition, a telephone replay will be available approximately 2 hours after today's call. Details for listening to the replay are available in today's news release. And with that, I'll now turn the call over to Kevin Longe. Kevin, please go ahead.

Good morning, and thank you for joining us for today's call. I'm very pleased to share with you that DMC has entered into a definitive agreement to acquire a 60% controlling interest in Arcadia Inc., a leading provider of architectural building products. The addition of Arcadia will double DMC's annual sales to nearly $500 million and will increase our addressable market by more than threefold. This significant transaction for DMC reflects our strategy of building a portfolio of industry-leading businesses that provide differentiated products and services to their markets. We are joining you from Arcadia's headquarters in Vernon, California, and I'm honored to welcome the company's CEO, Jim Schladen, his talented leadership team and their entire organization to DMC. I will provide more detail on Arcadia's business in a minute, but first, Mike Kuta will summarize the transaction.

Thanks, Kevin. DMC will purchase a 60% interest in Arcadia for $282.5 million, subject to final adjustments and closing conditions. The purchase price is made up of $262 million of cash and $20.5 million of DMC common stock. The cash portion of the transaction will be financed with cash on our balance sheet and funds from a new $150 million senior credit facility. Upon closing, our total debt to adjusted EBITDA leverage ratio will be 2.79 based on total borrowings of $150 million and pro forma adjusted EBITDA of $53.7 million. Our pro forma net debt to adjusted EBITDA will be 2.25 based on net debt of $120.8 million. We expect to close the transaction before the end of the year. We will acquire the remaining 40% interest in Arcadia through a 3-year put and call option with a floor valuation of $187.1 million. This 2-step transaction has a total implied value of $469.6 million, and we are paying 8.6x Arcadia's trailing 12-month adjusted EBITDA of $54.6 million as of September 30, 2021. Additional detail about the agreement is available on the back of today's presentation. With that, I'll turn the call back over to Kevin.

Thank you, Mike. Arcadia provides the U.S. architectural products market with exterior and interior framing systems, windows, curtain walls and interior partitions. It also provides the high-end residential real estate market with custom highly engineered windows and doors. The company is an outstanding fit for DMC. It provides us with a substantial new source of revenue and a significant opportunity for growth and diversification outside of our energy and industrial infrastructure markets. Arcadia also increases our total addressable market from $1.5 billion to approximately $7 billion. We anticipate this acquisition will be accretive to our earnings in the first year, and we expect Arcadia's contributions will strengthen DMC's consolidated margins and increase free cash flow at a time when demand in our energy business is recovering from the effects of COVID-19. Following this transaction, DMC will maintain a healthy balance sheet. As Mike mentioned, our leverage ratio will be 2.25x our net debt of approximately $121 million, which we intend to pay down as quickly as possible. Arcadia has achieved a consistent track record of financial growth. Over the last decade, it grew its sales from -- at a 13% compound annual growth rate, while it increased its adjusted EBITDA by 23%, a testament to Jim Schladen and his team's leadership of Arcadia. Arcadia operates 3 businesses that serve the architectural products market. Its commercial exterior brand, Arcadia Inc., is the company's largest business and generates roughly 75% of total sales. It provides the commercial building industry with exterior architectural framing systems, curtain and window walls, entrances and door systems. Arcadia Inc. serves customers in the Western and Southwestern United States, where it has approximately 10% market share. Its end markets include commercial offices, health care, higher education, retail and civic facilities. It operates 4 manufacturing plants and 11 regional service centers. The division is known for outstanding product quality and short lead times, and it serves a diverse customer base with more than 2,000 customers. The commercial interior products business, Wilson Partitions, generates 10% of Arcadia's revenue. It provides custom aluminum doors and framing systems, sliding systems and glazing packages to a national customer base. Wilson Partitions works with many of the same end markets as Arcadia Inc., and it also serves the repair and remodel market. It has manufacturing facilities in California, Connecticut and Texas. The company serves the high-end residential real estate market through its Arcadia custom brand, which generates approximately 15% of total sales. Arcadia Custom sells highly engineered steel, aluminum and wood windows and doors. It works with architects, contractors, and installers, and it sells its products through a national network of approximately 140 high-end residential window and door dealers. Arcadia Customs products are manufactured in Arizona, California and Connecticut. Arcadia serves a $4.5 billion addressable market that is expected to see healthy growth in coming years. A recent study forecast Arcadia's commercial exterior and interior markets will grow at a 4% annual rate through 2025. The high-end residential market, which is benefiting from record-low mortgage rates, rising consumer incomes and increasing home values, is forecasted to grow 8% annually. We believe further investments into Arcadia will enable it to continue benefiting from these market dynamics. We look forward to supporting Arcadia's leadership team as it executes its expansion programs. Through our work on this agreement, we have gained great respect for Jim Schladen, his management team and the company they have built. I speak for DMC's entire leadership team when I say we are excited about beginning a long and mutually beneficial partnership. We are now ready to take questions.

[Operator Instructions] And the first question today is coming from Stephen Gengaro from Stifel.

So congrats. I was curious on a couple of things. I think the first one, you did talk a little bit about revenue growth expectations in general, and you've provided kind of what the last 12 months EBITDA margins look like. What kind of incremental margins does a business like this generate? Will this generate things that are close to the 40% level? Or how should we be thinking about that?

Yes. The incremental margins are close to their gross margins. This is an asset-light business and so there's not a lot of depreciation, and it's a high variable cost business. So very similar to the gross margin, slightly higher.

Okay. And has -- 2 other ones for me. The first is, what has been the impact? And does it -- do margins get better because it is on raw material cost inflation for Arcadia and kind of what's -- any guidance on sort of the percentage of the COGS that are raw materials and what kind of inflation they've seen over the last year? And how you think that flushes out over the next couple of years?

Material costs are the highest single cost of the company, particularly aluminum that works its way through many of the company's products. And one of the strengths of the business is its diverse customer base and the company has been very skilled at passing along material cost increases into the price of its products. And Arcadia's customers in turn then pass that on through the building projects that they're working on.

Great. And just one final one for me. I mean you've been patient over the last, I guess, about 7 months with the proceeds from the capital raise you did. I'm sure you've looked at other businesses over the last 6, 7 months. What are you -- where does this fit in to the DMC portfolio? And were you expecting to be to kind of venture and I'm not sure if this is [ raised ] properly but venture this far away from your core? Or were you looking more something closer to the energy world and this kind of surface? I mean I'm just trying to kind of understand the thought process behind this business line.

DMC actually is in a number of industrial markets. And we view our products as industrial products that we sell into energy. We also serve mining and the construction and infrastructure markets on NobelClad. Each of these markets somewhat stand on their own 2 feet, and Arcadia's market, which is the building products industry and particularly the architectural products industry, shares a lot of common characteristics to the 2 businesses that we run today. And from asset light to a very good service model, to innovative and creative people in the company that are skilled in their industry with good customer relationships. And so there's a lot of similarities from an operating standpoint. And while they're neighboring end-use markets, they're separate end-use markets, and each business has its own channel to market and its own product strategy. So they're different from that respect, but a lot of the characteristics of the business itself are similar in terms of how we operate it.

And your next question is coming from Cameron Lochridge from Stephens.

So Kevin, I was hoping we could start just on the market and some growth expectations you laid out in the presentation, focusing on geographic expansion for Arcadia, increasing share of the high-end resi market. You also talked about or showed in your -- in the presentation, your other 2 markets, your other 2 businesses, Dyna and NobelClad, each have 20% of their respective markets, while Arcadia right now has 5%. So I guess the question is, what does DMC bring to the table to help accelerate that market growth -- that share growth you talked about for Arcadia? And is it in the plans to perhaps get to that 20% mark like your other 2 businesses?

It is in our plans. Arcadia in their Arcadia Inc. business, which would be the commercial exteriors, has a market share similar to 20% in its regional market. And it will pursue geographical expansion, primarily in the Western and Southwestern United States, where it has a unique business model that we feel will continue to enable it to grab a similar or larger share in those markets as it has in its California, Arizona, Nevada markets. The company has been capacity strained for the last 2 to 3 years. We're going to assist it in investing in capacity and certain processes that are important that limit its growth today as well as help to install a lot of things that we put in our existing businesses from digital infrastructure and how we do business in today's world. That will help them to be more efficient in their operations, which will also unlock capacity and growth opportunities. And we look forward to getting behind the leadership team in their high-end residential area, which is a fantastic team that's building a wonderful brand, and it's a premium brand in that space. And they too have capacity constraints that we feel that we can help from an investment standpoint and support their operations.

That's great. You actually went to my next question, which was on the capacity constraints. Could you offer any parameters? Any either quantitative or qualitative, any parameters around timing and/or magnitude of some of those investments that DMC is going to make to accelerate some of that growth?

Yes. I think the -- and it's the same with our overall business strategy, if you will, is to -- Arcadia is a very good company. We would like to help them to become a better company through upgrading capacity, integrating new systems into their business. That will unlock growth. We're looking at the capital expenditures in the first year in plus or minus $10 million range, which would be higher than what they've spent in recent years, and we'll address some of the capacity constraints that they have today.

That's great. Maybe one more, if I could. I thought the transaction structure, particularly around the remaining 40%, the put-call option was interesting. I just -- just really out of curiosity, speak to -- could you speak to the rationale for structuring it that way? And it seems like at this point, just based on the language, it's a foregone conclusion that you all will -- the DMC will end up acquiring that remaining 40%, but is there a scenario, I wonder where you don't? And if so, why might that be?

Yes. This was a step acquisition and a step sale by the shareholders of Arcadia. We fully intend to acquire 100% of the company or the remaining 40% over time. We have a very good and productive working relationship with the shareholders of Arcadia, some of whom are taking DMC stock and others who are keeping part of their consideration in the partnership, the 40%. And they're excited about what we can do together and unlocking the growth potential of the business and would like to participate in it. And the structure that we have enables us to acquire a larger company than maybe we would have been comfortable with from a debt to -- debt-to-EBITDA ratio historically. And this allows us to digest it, integrate it into DMC and then focus on building and growing the company and then looking at the second transaction as a stand-alone transaction. That already has the parameters on what the next steps would be when we decide to move forward with it.

Your next question is coming from Gerry Sweeney from ROTH Capital.

Wanted to maybe start off with, DMC always the tag line sort of a family of technical niche products. And Kevin, you said Arcadia has a unique business model. Can you elaborate what makes it unique? Is there sort of an R&D or patent or engineering component that separates the Arcadia products from the competition? Or is it the way it goes to market? Maybe just explain what is unique.

Okay. And Arcadia is in 3 separate and distinct kind of market segments, the exterior architectural systems, the interior architectural systems and the high-end residential. The high-end residential has -- is really a custom engineered product that they somewhat stand alone in terms of the product quality and the product design characteristics, particularly for their steel windows and doors that are well suited for modern home design. And quite frankly, have a strong backlog. It's a backlog business, and they have a large backlog right now and a lot of inquiries, and it's a business that is growing quickly and really needs to serve that market. Over time, it will grow by serving that market through their product differentiation, product quality. In the commercial exterior market, which is really a short lead time, high-volume, local service model, their operations, their customer relationships and their ability to serve people with short lead times are really what is the differentiator there. And so we look for differentiation and things that are sustainable. And it can be both in the product and in the business model and the team and this company has both depending on which market segment.

Got it. And then on the geographic expansion, I guess even with Arcadia, the exterior business, is that a function of a measure of production? Would that be adding additional production sites so you're closer to...

It's more a function of service centers and serving the local markets. A lot of the revenues in that business come from a short radius around the service center. I will say that that's not going to be our first focus of geographical expansion. It really is to unlock additional capacity in the business and serve the markets and geographical areas that the company is in today. And then over time, it would look to expand its geographical markets. But there's opportunity to increase its share in its existing markets before it expands and then we'd be very careful with expanding it in a way that we can serve the market and do it in a very profitable way. The Wilson Partition -- and I'll add to that, the Wilson Partition business, the interior is a national market and the high-end residential is a national market.

And it's been growing 13% the last 10 years, so -- I guess, with one of the stats. And this is Arcadia Inc., I guess, the exterior, but some of the numbers you gave were [ 4% ] sort of the market growth. Is there a market share sort of the ability to gain market share opportunity? And is that part of that -- the distribution opportunity that separates it from maybe competitors?

Well, it's -- first of all, the underlying markets are growing nicely over the next several years of the foreseeable future. And obviously, the strength of Arcadia's margins indicate that they're very focused on profitability and expanding only from a profitable standpoint. And a lot of that comes from being very skilled in price and supply chain management and also in service and serving their customers in a way that they create a level of service that enables them to capture share at a profitable price. And so we feel strongly that the underlying market growth, with the share in the regional part of the market, the Arcadia Inc., coupled with the product growth and differentiated product growth in the Arcadia custom area, will enable it to grow at similar rates going forward to what it has in the past.

Your next question is coming from Marisa Hernandez from Sidoti & Company.

So a couple of clarifications, if I may. You spoke about the difference among the divisions. What would be the differences in margin profile of the 2 key businesses? You're highlighting the custom one, lower volume versus the more commercial one, higher volume.

The margin profile today is stronger on the commercial exteriors and interior product lines. And their high-end residential is one that is the margins have an opportunity to expand primarily as the company addresses some of its manufacturing and process inefficiencies. And they're premium products, so their pricing of their products is sound. And so it's really unlocking better operating efficiencies with a very strong backlog and business model.

Understood. Now you spoke about the overall Arcadia business as a capitalized business. Can you elaborate a little bit about the capital expenditure [ it needs ]? Is it manufacturing facilities? What is it exactly? And could you characterize the level of investment required going forward?

Okay. So the change in the ownership structure and the focus on the medium- to longer-term growth of the company, we're stepping up the capital expenditures from a level that's plus or minus $5 million annually to over the next couple of years to plus or minus $10 million annually as we address some of the areas that the leadership team would like to make investments. And I will add, and what's important about this is when we looked at this acquisition, we looked at this as a growth opportunity and a stand-alone segment and not one that we're looking at synergies in, but one that we're actually investing in, in addition to acquiring the company. So that we can grow it at a rate that the demand in the market supports, which is higher than what it's been growing at in just the recent years because of the capacity constraints.

That's helpful. And finally on my side, I was wondering from a return perspective, what does this acquisition do for DMC Global overall, be it on return on equity or return on expected capital? How do you expect those numbers to change for DMC?

A couple of aspects. The return on invested capital, return on equity, return on assets will expand as we go forward, both through the profitable growth of Arcadia and also the restoring of margins in our energy business as the demand recovers, which is recovering nicely, and we're starting to see pricing take hold in that marketplace. And so we would expect, Mike, you can help me with this, return on equity, return on assets and...

Yes. So Marisa, we would see this as DMC on a historical basis, it's DynaEnergetics and NobelClad business on the upswing getting back into that low to mid-teens in terms of return on invested capital. And I think that this acquisition is going to be accretive to that, and it's going to be plus in the high teens to 20% on a longer-term basis on return on invested capital. So we see this as highly accretive even with DynaEnergetics accelerating in '22 and '23 and NobelClad doing so as well.

Your next question is coming from Rahul Chadha from Fred Alger.

Kevin, Mike, congratulations on the deal. Most of my questions were covered by Gerry. In your legacy businesses, you have highly differentiated market-leading products. These -- you talked about the differentiation here. Maybe if you could talk a little bit about -- especially on the commercial exterior side. When customers buy these products, what is -- what are the primary decision-making factors? Is it the product differentiation? Is it price? Is it lead times? And then in your legacy businesses, you've been the price leader. You've sort of created an umbrella for the entire industry for pricing. Maybe if you could talk about where does Arcadia's businesses stand in that regard, that will be helpful.

Okay. The -- on the Arcadia Inc., which would be the commercial exteriors, they have both windows, doors, stock lengths and so they have at their service centers a broad or broader product line than several of its competitors, most of its competitors. And with their business model of their hub and satellite where they have centralized manufacturing that you get the operating efficiencies and local satellites that do the service and support. They're very responsive from a lead time service standpoint in addition to having the manufacturing efficiency and product offering. And so it's a combination of those things that really sets it apart and then you're looking at quality. And there's a number of good competitors in this market and good suppliers in this market. And it's really the combination of all these things with relationships that allows the exteriors business to differentiate itself.

And with regard to pricing, where would you say this business stands maybe relative to sort of the nearest competitors?

Okay. Pricing, they're competitive. Their average order size is probably smaller and they have a broader, more diverse customer base, which allows them to pass through material cost increases and very efficiently. And so they've been able to maintain healthy margins in a very volatile raw material environment because of the type of orders that they've received and as well as go after and how they serve those smaller local customers. The pricing in our other markets is more -- there's fewer companies that are serving these markets. And -- but we have a differentiated product that allows us to get a premium over the market pricing. Here, it's more of an efficiency model than it is a premium on the exterior, the commercial exterior. In the high-end residential, it's a premium product with premium pricing.

That's helpful. And I guess I have one last question. On the commercial side, is there a lumpiness in the revenue? Or is it sort of relatively smooth?

It's very smooth. It's a -- it goes into the construction industry and is very much more predictable than our NobelClad business. And so in the commercial exterior, it follows the building industry trends and GDP.

Your next question is coming from Jim Brilliant from Century Management.

Congratulations. Yes, a couple of questions. You've mentioned that they've been capacity constrained but that management wanting to add to capacity. What was the constraint on their ability to add to capacity? Was it resources or...

No, it wasn't resources. It was more the ownership structure, where the focus was more on the last few years of cash flow and distributions versus capital expenditures, and they were supporting their existing business quite well, but not necessarily investing for the larger things that need to be done to expand it over time. And so it's really pretty straightforward in that regard.

Okay. And then what was the determining factor on why the partnership would want to sell now? Because presumably, I mean, it generates a lot of free cash flow, so distributions must have been pretty high.

Yes. But there were -- it was a diverse ownership structure with different interests that evolved over time, particularly as the generations changed within the company, not unlike a lot of very successful privately held companies.

Sure. Okay. And then if I can, if I can ask Jim a question, if he's on the line. The margin profile ...

He's not.

He's not. I thought he might be. Okay. Okay. Well, then I was going to invite him aboard then [indiscernible]. If we look at the margin profile, it's quite healthy, obviously, and nearly double some of the similar public peers. What is behind that? One, the margin growth profile and secondarily, the premium margins relative to some of the public peers. What differentiates the business from those?

I'm less familiar with their competitors' operating models. And I will say that this is a very good firm in Arcadia that understands what fair value and how to price its products, and it is extremely good at managing the supply chain and getting value for its products. At the same time, it's serving a differentiated or selling a differentiated product and serving a specialty market in the high-end residential and just really outservices and supports people in its local markets for the exterior custom business, and it's a highly efficient and very smart operating business.

Okay. And then with the -- if we look at the $5 million or so kind of CapEx on an ongoing basis or on a historical basis, and now you're going to step it up to about $10 million. What will that incremental CapEx of $5 million annually, I guess, over the next couple of years? What will that do in terms of revenue potential?

Well, with markets growing from 4% to 8% annually and an opportunity to improve the service levels in their existing markets, our hope is that we can double the size of this company over the next 5 years, plus or minus. And that just requires investment in anodizing, painting and ERP systems to support the growth. And also, as you know, DMC is very proactive in -- from a digital standpoint, both from an operational standpoint, going back into ERP systems and manufacturing systems as well as forward into the market from how we serve in the markets and sell products. And so there's manufacturing capacity that we hope to support the leadership team with when they're ready for it. And it's also -- they have plans to really strengthen their digital investments. And so that's -- those are the areas that we're stepping up investment and continue to make it a strong company even stronger.

Okay. And those digital investments, are those similar to some of the things you've been doing at DMC? I mean, on the energy side with apps and such.

Yes. And part of it is, this is an architectural and building products company. And so it's tying into systems that are used in the industry for designing and building companies or buildings as well as more traditional ERP and inventory control and management systems.

Okay. And then since you brought it up, you mentioned that pricing in the DynaEnergetics side of the business is starting to improve. Can you expand on that at all?

Just with the falloff in the CARES Act in the fourth quarter and the need for improved pricing in that industry and volume is clearly starting to pick up that all the dynamics are such that it's coming out of what was a very difficult cycle with a demand-driven slowdown under COVID-19. And now we're going back into a market that's focused on availability rather than price, and it's just going to ease the way for restoring margins to where they need to be.

Okay. Great. And I guess one last question kind of on the margin gains that they've had over the last decade or so, they've improved margins quite a bit. What can you attribute that to?

There's -- as they've gotten larger, they have gotten more efficient. And they've strengthened their business model and how they maximize their operations through their centralized anodizing, painting operations. And then they just provide superior service on a local basis on the exterior market to within the markets that they have, their satellites. And it's just a very efficient, very smart business model and also a very smart team in how they manage cost of goods sold and selling prices in the marketplace.

[Operator Instructions] We have a question from Ken Newman from KeyBanc Capital Markets.

Congrats. As a follow-up on the doubling of revenue in 5 years comments you made, I'm curious, do you think that could be done purely from an organic perspective? Or do you think that's going to require you to do some more tuck-in acquisitions on top of the increase in the capacity constraints?

I think with the market growth and unlocking some of the constraints that exist in the business today from a capacity standpoint that we see this as more organic than from an acquisition standpoint. And we already have an acquisition layered in with the second part of this acquisition, which would occur at some point down the road. So we'll get -- primarily on the business growth, it's going to be organic. And then on the financial growth, it's completing the second half of this acquisition.

Yes. And then you talked about industry best lead times for the commercial exteriors business, which seems pretty impressive just given where we are in the supply environment. So I am curious just how much backlog visibility does the commercial part of that Arcadia business usually have? And any comments on whether they've been -- whether it's delivery issues or slippage in deliveries due to the tighter supply chain?

The commercial exterior business, particularly stock lengths, is a very short lead time business. And so they're serving their existing customers the best they can. And there has been, if you will, some supply constraints in extrusion and anodizing and painting. But they've managed them extremely well through their both managing of the supply chain and focusing on their core group of customers in these markets and really have created preference in their markets for their customers doing business with them.

Right. One last one for me. I just wanted to follow up on the CapEx-light comment that you made earlier. Just to clarify, you would expect this deal to be free cash flow conversion accretive, correct? So you would expect, on a pro forma basis, free cash as a percentage of net income would be greater than 100%?

I think we're going to convert a high portion of our EBITDA to free cash flow because of the asset-light nature of the business. And so I think this is a -- this is probably an 80% -- 70% to 80% conversion of EBITDA to free cash flow.

And there are no further questions in queue at this time. I would now like to turn the floor back to Kevin Longe for closing remarks.

Thank you, everybody. We appreciate your interest in our company and this acquisition. We're very excited about its positive impact on DMC and the ability to support Jim Schladen and their leadership team with their growth plans. And we look forward to closing it over the next week or so and sharing more information with you in future calls on the performance of the company. So thank you very much, and happy holidays to everybody.

Thank you. This does conclude today's conference call and webcast. You may disconnect your phone lines at this time, and have a wonderful day. Thank you for your participation.