Scott Barbour
Analyst · Baird. Your line is open
Okay, thank you. So the chart before you now is a chart that we used in our Investor day last November, and I think it shows a framework of how we were going to look at the uses of capital relative to acquisitions. If you start with the left, strategically, this combines two leaders in markets that are highly adjacent and aligned, and really both of us drive our business based on conversion from traditional materials to plastic materials.In the middle, qualitatively, Infiltrator is a high-margin, world-class operating platform. We have had a successful partnership with them for over 15 years. They are a team and a company that we're well familiar with. And then on the right side, the financial, it's an accretive acquisition to us. You'll see that it improves our last 12 months EBITDA margin by 360 basis points. That's without the synergies. So from a financial standpoint, it really mixes up the overall business.Turning the chart, you can see the three priorities that we laid out at our Investor Day, sales growth, margin expansion, and free cash flow. And in each of these categories, the combination of ADS and Infiltrator is a stronger company than where we started or what we described to you at the Investor Day.At the end of this deck, we'll provide guidance on the go-forward for ADS plus eight months of Infiltrator, and we'll try to narrow in for you all at that time. You can see that this has been a long-lasting partnership as you look to the next chart. We've been doing business in many different ways over several years. We were in a joint venture together on Storm Tech.We had transactions between the companies in and that period of time, and we've obviously been working with these folks very closely. So we understand many of the things about how their business runs and how our business runs. We're a culturally complementary business, and I really like the fact that we both have the conversion story in our markets and that we're both very big recycling companies. And we have scale and competencies in that area.If you turn to the transaction, we signed and closed yesterday on the purchase of Infiltrator. The multiple with synergies is 8.6. That gives us the full run rate of $25 million out in the third year. As Scott mentioned earlier, at close we'll be 4.4x levered.Our intention is to issue up to $250 million of equity to de-risk ourselves, and that, along with our cash flow that we'll generate from this, our intention is to get below 3x levered within 18 months. We'll be very, very focused on that as we move forward. The synergies will really mainly come through manufacturing, recycling, logistics, some SG&A efficiencies about 20% of them will come through cross-selling opportunities with our distribution.We're both highly distribution-focused companies. If you look at the financial impact and you look forward with the synergies in there and a full run rate of that, it would be a 510 basis point improvement over our last 12-month period ended in March of this year. So it's a significant step forward in the profitability of the combined companies, and I think very much in line with what we talked to you about at our Investor Day.Very important, Roy Moore has been the leader and the President of Infiltrator for several years, a long career in this industry. We're very excited that he and his team will go forward with us, and we're looking forward to partnering with them in the years to come.Now, in the next chart, Chart 15, you can see ADS then you can see Infiltrator of these are based on our fiscal year 2019. And then, when you put them together, you can see we get to a $1.6 billion company. Our margins go up to over 20%, which I think as you all know from my prior discussions with you, we saw that as a big goal for us to be able to get over that, and this accelerates that. It greatly increases our sale of allied products.That now becomes 40% of the mix of the company, from 28% as ADS standalone. This has been an important initiative for us, is to increase our exposure to allied products. And as a total, we're a more diversified company. We do increase our exposure to residential, yes, but we were in these residential markets to begin with. And overall, we're more diversified company in our end markets, and we'll talk about that a bit more as we go forward.Turning to Chart 16, Infiltrator is, as you can see at the bottom left, it grows at a nice CAGR, 9%. They've been growing their profitability faster than their sales through a lot of very solid operational initiatives and new product introductions. They're headquartered in Connecticut. Their major manufacturing facility is in central Kentucky. They're focused in this wastewater and the storm water market with us.I think the wastewater market was one we were in to a degree but saw this as a very natural adjacency, an extension of what we do today. And we'd often described to you all, as we looked at our overall markets, this is right there in the middle of it. I think importantly, and we'll talk about this more and more as we go forward, the high recycling content that Infiltrator uses, a lot of competency and scale in their recycling activities, and that, along with our competencies and scale in recycling activities, we really love the combination of those two.Next, I'll step through some of the investment highlights as we go through, but several – everywhere from building together, expanding our market, a great business, complementary cultures and management teams, the recycling scale, Roy and his team, which we love, and then the ability to bring our two companies together to enhance growth, margins, and cash flow in addition to those synergies that we have, all things that I believe that we have talked about before and led at our Investor Day with.As you flip to the next chart, you can see on the left the key characteristics of ADS, on the right the key characteristics of Infiltrator, creating together in the middle leading positions in our core markets, innovative new products that displace traditional materials.Frankly, this is another conversion story. I've always thought that the conversion story, or the conversion angle, was one of the best things about ADS, we certainly add to that with the conversion story of Infiltrator, leaders in plastics recycling that we talked about, then commitments on safety, operational excellence, and sustainability, all very good characteristics of both of these companies which we will combine.I'll flip to Chart 19, and talk a little bit about the market here. The primary products are plastic chambers and plastic tanks. As you can see on the bottom left, they've consistently grown that category in their core septic business market. It's grown from an $800 million to a $1.2 billion market over the last several years, with the tanks growing a little bit faster than the chambers that are in the leach field.On the bottom right you can see kind of that customer breakdown. And one thing I would point out, while the combined companies and our exposure as ADS goes up in residential, there is an important component of that residential that is repair and replace in Infiltrator, which is much less cyclical and I think adds to our portfolio as ADS that has a nice repair and replace component, which was something that was not as evident in our end-market segmentation.Going to Chart 20, we're big fans of the market share model around approvals, acceptance, coverage, and win rate. Infiltrator has a very similar model, a very strong technical sales force, very strong component of that that is out there gaining approvals in the market. That's what drives the acceptance. They have great coverage with our distribution, and then winning, tracking those projects and winning. So we really like the fit in the market share model between the two companies.On the right, as you get to know Roy and his team, they're a very innovative bunch, a lot of engineering capabilities and competencies around materials and injection molding and the application of their products. You can see they've been a very consistent innovator in this market, and they have some very exciting new products, a new technologies teed up.Going to Chart 21, we have a big focus on sustainability and recycling within our company. It's primarily been focused on polyethylene. Infiltrator's focus is on polypropylene, also an important material for us that we use mainly in a virgin or exclusively in a virgin resin capacity.So what we're very excited about is being able to tap into the engineering and the recycling scale and competencies of Infiltrator to accelerate our use of polypropylene recycled materials. I think many of you have heard us talk about our program around polypropylene that we're working on in engineering right now. And I think that this will help us accelerate and add to that program.I think another important part of the recycling story here is our ability to scale and leverage the procurement activities primarily in the recycling market. That's kind of a complex market, obtaining these recycled materials. We increase our breadth. We increase our number of touch points in that market. We increase our competencies, and we're buying more.We buying 40% more recycling material out there than we do today, with a lot of engineering and technical know-how behind that. So we think that is very additive and clearly a big part of our synergy plan as we go forward.I'll turn to Chart 22. I mentioned Roy a couple of times. He's been with Infiltrator since 1987 and led it since 2005 through several cycles, several new product introductions, and an enviable growth record in both sales and profitability. Ron, Bryan, Carl, solid, solid gentlemen that know their businesses inside and out. We're very excited to begin working with these four gentlemen on the new products that they're launching into the market, their new technologies, tapping into the distribution relationships that they have as a company.And you can see kind of the job they've done over the last several years, growing the business at 9%. Clearly part of that is a very nice conversion story. Part of that is also the products we buy from them growing, but they've done that while expanding their margins to a very profitable and sustainable rate, given their level of improvement and 32.2% EBITDA margin. So cannot say enough about the team there, and we're looking forward to being up there next week with them.Now, I'm going to turn it back to Scott. He's going to go through the synergy slides.