Signature Systems, a global ground protection
leader, bolsters Myers’ margin and profitability profile, and
provides an attractive platform for continued growth
The Signature Systems acquisition enhances
Myers’ traditional strength of free cash flow generation and
advances Myers from Horizon 1 to Horizon 2 in its strategic growth
plan
Acquisition delivers $8 million in annualized
operational and cost synergies implemented by 2025
US GAAP EPS 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 and additional meaningful
accretion beyond 2026
Myers Industries, Inc. (NYSE: MYE) (“Myers” or the “Company”), a
leading manufacturer and distributor of industrial products, today
announced that it has entered into an Agreement and Plan of Merger
through which it will acquire Signature Systems (“Signature”), a
leader in composite ground protection solutions.
“Signature Systems is a meaningful catalyst in the
transformation of Myers Industries. Signature aligns extremely well
with our targeted acquisition criteria: Signature has a leading
market position, with branded and differentiated products, serving
fast-growing end markets. Signature provides Myers an attractive
complementary platform for long-term growth driven by world-wide
investments in infrastructure over the next decade,” said Mike
McGaugh, CEO of Myers. “The addition of Signature Systems
immediately strengthens our profitability and cash flow profile and
will support Myers in achieving our Horizon 1 goals of one billion
dollars in revenue at a 15% EBITDA margin. We are especially
pleased to be acquiring a high-margin business with an established
growth track record, as well as a favorable sustainability profile.
Signature builds on our current technology capabilities, and we are
excited about the opportunities to drive even greater shareholder
and customer value by applying the Commercial and Operational
Excellence best practices of the Myers Business System.”
Based in Flower Mound, TX with production operations in Orlando,
FL, Signature’s products are complementary to those sold by Myers.
The company is a leading manufacturer and distributor of
high-quality, branded composite ground protection products and is
also a leading provider of turf protection solutions for stadiums
and event venues in North America. Signature has projected 2023
revenue, operating income, and Adjusted EBITDA of approximately
$122 million, $24 million and $44 million, respectively.
Signature CEO Jeff Condino said, “We look forward to joining the
Myers Industries team and for Signature to represent an important
and complementary addition to the combined Company. Signature’s
business continues to benefit from powerful tailwinds in
infrastructure investments. Our highly engineered ground protection
products are well positioned for continued growth due to the
conversion from wood products to composite matting solutions. Our
vision for the future of Signature aligns with Myers long-term
strategy and we are confident that our cultures are equally well
aligned.”
Myers will acquire Signature for a total consideration of
approximately $350 million, subject to customary adjustments. The
transaction is expected to close in the first quarter of 2024 and
to be neutral to slightly dilutive to US GAAP EPS in 2024, but then
deliver EPS accretion of $0.20-$0.30 in 2025, $0.40 - $0.50 in 2026
and additional meaningful EPS accretion beyond 2026. Annualized
run-rate operational and cost synergies of $8 million are expected
to be fully captured by 2025.
The transaction will be financed through a new $350 million
credit facility. Projected net leverage ratio, as defined in the
credit facility, is within Myers’ strategy of having a net leverage
ratio of approximately 3x at the time of acquisition, with combined
free cashflow expected to allow for paydown to under 2x within two
years of closing.
Mr. McGaugh concluded, “We are excited to welcome the Signature
team to Myers. This acquisition is a catalyst in the transformation
of Myers Industries and firmly moves us into Horizon Two of our
Three Horizon strategy. We anticipate disclosing full year 2023
pro-forma financial results for the new combined Company during the
first quarter of 2024 and are looking forward to discussing these
results and unveiling our new long-term re-positioning of the
Company at an Investor Day event in March of 2024 in New York
City.”
A slide presentation with additional background information and
transaction details is now available in the Events &
Presentations section of Myers’ investor relations website.
Moelis & Company LLC served as exclusive financial advisor
to Myers with respect to the transaction, while Vorys, Sater,
Seymour and Pease LLP and Davis Polk & Wardwell LLP provided
legal counsel. William Blair & Company LLC served as exclusive
financial advisor and Honigman LLP served as legal counsel to
Signature.
Use of Non-GAAP Financial Measures
Myers refers to certain non-GAAP measures in this release.
Adjusted earnings before interest, taxes, depreciation and
amortization (EBITDA), and EBITDA margin are non-GAAP financial
measures and are intended to serve as a supplement to results
provided in accordance with accounting principles generally
accepted in the United States. Myers believes that such information
provides an additional measurement and consistent historical
comparison of the Company’s performance.
Caution on Forward-Looking Statements
Statements in this release include contains “forward-looking
statements” within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995, including
information regarding the Company’s financial outlook, future
plans, objectives, business prospects and anticipated financial
performance. Forward-looking statements can be identified by words
such as “will,” “believe,” “anticipate,” “expect,” “intend,”
“plan,” or variations of these words, or similar expressions. These
forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
the Company’s current beliefs, expectations and assumptions
regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the
future, these statements inherently involve a wide range of
inherent uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control.
The Company’s actual actions, results, and financial condition may
differ materially from what is expressed or implied by the
forward-looking statements.
Specific factors that could cause such a difference on our
business, financial position, results of operations and/or
liquidity include, without limitation, raw material availability,
increases in raw material costs, or other production costs; risks
associated with our strategic growth initiatives or the failure to
achieve the anticipated benefits of such initiatives; unanticipated
downturn in business relationships with customers or their
purchases; competitive pressures on sales and pricing; changes in
the markets for the Company’s business segments; changes in trends
and demands in the markets in which the Company competes;
operational problems at our manufacturing facilities or unexpected
failures at those facilities; future economic and financial
conditions in the United States and around the world; inability of
the Company to meet future capital requirements; claims, litigation
and regulatory actions against the Company; changes in laws and
regulations affecting the Company; impacts from the novel
coronavirus (“COVID-19”) pandemic; and other risks and
uncertainties detailed from time to time in the Company’s filings
with the SEC, including without limitation, the risk factors
disclosed in Item 1A, “Risk Factors,” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2022. Given
these factors, as well as other variables that may affect our
operating results, readers should not rely on forward-looking
statements, assume that past financial performance will be a
reliable indicator of future performance, nor use historical trends
to anticipate results or trends in future periods. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date thereof. The Company
expressly disclaims any obligation or intention to provide updates
to the forward-looking statements and the estimates and assumptions
associated with them.
About Signature Systems
Signature Systems manufactures and distributes composite matting
ground protection for industrial applications, stadium turf
protection and temporary event flooring. Signature protects its
customers around the world by designing, engineering and
manufacturing premier composite matting systems that keep people,
property and equipment safe. Signature offers application-based
solutions and customer-informed engineering for multiple
industries, ranging from industrial sectors to the world's
highest-profile major venues and events. Its leading global brands
include MegaDeck®, SignaRoad®, DuraDeck®, OmniDeck®, ArmorDeck® and
EventDeck®. Visit www.signature-systems.com to learn more.
About Myers Industries
Myers Industries, Inc. is a leading manufacturer of a wide range
of polymer products for industrial, agricultural, automotive,
commercial and consumer markets. The Company is also the largest
distributor of tools, equipment and supplies for the tire, wheel,
and under-vehicle service industry in the U.S. Visit
www.myersindustries.com to learn more.
M-INV
Exhibit 1
Non-GAAP Reconciliations
(Dollars in millions)
Fiscal
Year 2023 Projected
Net Sales
$
122
Operating income
$
24
Operating income %
20
%
Add
Depreciation & amortization
17
Adjusting items (1)
3
Adjusted EBITDA
$
44
Adjusted EBITDA %
36
%
(1) Adjusting items remove transaction
expenses, management fees, unrealized currency losses, losses on
sales of discontinued products and other costs not representative
of the core operations
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240102251824/en/
Meghan Beringer Senior Director of Investor Relations (252)
536-5651
Myers Industries (NYSE:MYE)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Myers Industries (NYSE:MYE)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024