Hello, welcome to the Mayville Engineering Company to acquire Mid-States Aluminum Corp. conference call. My name is Alex, I'll be coordinating the call today. If you'd like to ask a question at the end of the presentation, you can press star followed by 1 on your telephone keypad. If you'd like to remove your question, you may press star followed by two. I'll now hand it over to your host, Stefan Neely of Vallum Advisors. Please go ahead. Thank you, Alex. Good morning, everyone. Thank you for joining the call this morning to discuss Mayville Engineering Company's planned acquisition of Mid-States Aluminum Corp., or MSA, which was announced in a press release earlier this morning. Leading our call today is MEC's President and CEO, Jag Reddy, and Todd Butz, Chief Financial Officer. Today's discussion contains forward-looking statements about future business and financial expectations. Actual results may differ significantly from those projected in today's forward-looking statements due to various risks and uncertainties, including the risks described in our periodic reports filed with the Securities and Exchange Commission. Except as required by law, we undertake no obligation to update our forward-looking statements. Following our prepared remarks this morning, we will open the line for questions. In supplement to today's discussion, we have also provided presentation materials, which can be found in the investor relations portion of our corporate website at ir.mecinc.com. With that, I would like to turn the call over to Jag. Thank you, Stefan. Welcome to those joining us on the call and webcast. Earlier this morning, we announced the acquisition of Mid-States Aluminum Corp, a privately held, vertically integrated manufacturer of custom aluminum extrusions and fabrications, for a total cash consideration of $96 million, plus ordinary and customary adjustments. Over its nearly 60-year history, Wisconsin-based MSA has built a strong reputation as an industry-leading aluminum extrusions manufacturer for major OEMs in the building and construction, recreation, medical, agriculture, and transportation sectors, offering value-added services that include design, engineering, fabrication, anodizing and finishing, assembly, and packaging. Among MSA's largest customers are John Deere, Coastal Aluminum, Inalfa Roof Systems, Bruno, and Krueger International. MSA is family-owned and operated, with approximately 250 non-union employees located at MSA's 2 manufacturing facilities in Fond du Lac, Wisconsin, which are conveniently located 30 minutes from MEC's headquarters in Mayville. Importantly, given the minimal capabilities overlap between our two businesses, we intend to retain MSA's skilled employee base and leadership team. MSA is a performance-driven organization, one whose history of growth and innovation, domestic manufacturing presence, attractive margin profile, deep customer relationships, and complementary end-market exposure are highly advantageous to our existing business. The proposed acquisition is expected to close during the third quarter of 2023, subject to the satisfaction of customary closing conditions. Importantly, at closing, the acquisition of MSA will be immediately accretive, excluding transaction costs, to MEC's EBITDA margin, free cash flow, and earnings per share. Given the close proximity of our combined operations, we anticipate a seamless integration process over the next 6 months, with no anticipated impact to MSA's ongoing operations. Before I turn the call over to Todd, I would like to discuss the strategic rationale for this transaction, and specifically how the acquisition of MSA will contribute to the execution of our ongoing business transformation, consistent with the priorities outlined within our MBX value creation framework. Since arriving at MEC nearly a year ago, I have outlined how, over the coming years, we intend to drive ratable margin expansion through a combination of commercial expansion with higher value specialty markets, improved operational efficiencies across our plant operations, and disciplined capital allocation, including an emphasis on accretive acquisitions that accelerate our entrance into higher growth complementary verticals. Let's discuss why MSA helps accelerate our execution of these strategic objectives. First, at a commercial level, MSA will serve to materially enhance MEC's lightweight material fabrication capabilities, which are in high demand across our existing customer base. While MEC has been the largest steel fabricator in the U.S. for more than a decade, MSA's expertise with aluminum extrusions and fabrications will position MEC to better capitalize on rapidly growing demand for lightweight materials used within energy transition and emerging technologies applications, such as battery electric vehicles. Second, given the minimal capabilities overlap between MEC and MSA, we expect MSA will provide MEC with new cross-selling opportunities to grow our share of wallet with existing customers. Through the MSA acquisition, MEC will be able to actively meet this existing customer demand, creating attractive revenue synergies. Third, we see this acquisition as an opportunity to penetrate new adjacent markets. As outlined previously, we remain committed to concentrating our market expansion activities within emerging technologies, where demand for lightweight materials continue to accelerate. The addition of MSA's aluminum fabrication capabilities will position MEC to become an early mover of scale within these vertical markets. Fourth, as Todd will speak to shortly, MSA brings a high-margin book of business to MEC, one that currently exceeds our average. During the 3 years ended 2022, MSA has generated an average adjusted EBITDA margin of 15.6%, or 530 basis points above MEC's adjusted EBITDA margin during the same period. Importantly, we see the potential for further improvement as we implement our MBX lean manufacturing processes across MSA's facilities. We really like MSA's complementary domestic manufacturing footprint, which closely aligns with our own. Our combined facility footprint will allow for close collaboration across our existing network and process flow. In summary, this transaction checks all the boxes, positioning MEC to drive growth within new, higher-margin market verticals, while expanding our share wallet with existing customers. Within our existing customer base alone, we currently anticipate more than $25 million-$40 million in revenue synergies over the next 3-5 years, given known demand within our commercial vehicle, Power sports, agriculture, and Construction and Access markets, as well as $1 million-$2 million in cost synergies. As MSA is currently utilizing approximately 70% of their existing manufacturing capacity, we are confident that they will be able to meet the growing demand for their services. The MSA acquisition represents an exciting and transformational moment for MEC. We are excited to welcome the employees of MSA to the MEC family, and look forward to driving superior returns for our shareholders as one combined team. With that, I will turn the call over to Todd. Thank you, Jag, thank you, everyone, for joining us to discuss today's historic transaction. As Jag mentioned, MSA is a well-operated business, whose commitment to quality, deep product expertise, and integrated solutions have contributed to a stable portfolio of long-term OEM customer relationships. Over the years, their focus on high-margin specialty solutions, product innovation, strategic pricing, and disciplined expense management, has translated to consistent, profitable growth that aligns well with our own strong track record at MEC. We are acquiring MSA for $96 million cash, plus ordinary and customary adjustments, or 6x MSA's full year 2022 adjusted EBITDA. On a post-synergy basis, we estimate this acquisition will deliver an internal rate of return of approximately 15%. During fiscal year 2022, MSA delivered $86 million of revenue, $16 million of adjusted EBITDA, resulting in adjusted EBITDA margins of approximately 18.6%. MSA historically has required less than $3 million annually of maintenance CapEx, positioning it to be highly cash generative. As such, we expect the transaction will be immediately accretive, excluding transaction costs, and will contribute between $30 million to $35 million of revenues in the second half of 2023, and between $4 million to $6 million of adjusted EBITDA. We intend to fund the transaction with an amendment to our existing credit agreement. It increases the revolving credit facility size to $250 million. Pro forma for the acquisition, our net leverage, defined as net debt divided by pro forma trailing 12-month adjusted EBITDA, will be approximately 2.5 to 2.89. Over the next 18 months, we will prioritize free cash flow generation of the combined company to repay the borrowings under our credit facility. At this time, we expect to reduce net leverage to 1.5x to 2x by the end of 2024. Operationally, this transaction will bring our total number of facilities to 22, with the addition of MSA's approximately 325,000 sq ft of manufacturing space, and the total number of employees will increase from 2,300 to 2,550. With that, operator, we'd like to open the call up for questions. Thank you. As a reminder, if you'd like to ask a question, you can press star followed by 1 on your telephone keypad. If you'd like to remove your question, you may press star followed by 2. Please ensure you're unmuted locally when asking your question. Our first question for today comes from Tim Moore of EF Hutton. Tim, your line is now open. Please go ahead. Congratulations on a terrific transaction. You know, the financial data you supply seems very interesting and compelling. Maybe I'll just start off with a, you know, a combined question. It's very interesting that the adjusted EBITDA margin has been 15.6%. Could you give us a sense of maybe what type of OEMs they have and maybe how they're achieving that higher EBITDA margin? Morning, Tim, thank you for the call. Their customers are in agriculture, medical, machinery and equipment, and construction, building construction markets. You know, I will let Todd jump in on the margin profile of some of these product lines. You know, our belief is that aluminum extrusions are a highly in-demand components as the industry is transitioning to energy-... savings and electrification and energy transition. These products are in high demand, but also there is a supply constraint in the marketplace. Hence, MSA is able to extract higher pricing and higher margins for their products and services. Also, in the last couple of years, MSA invested in a manufacturing capability for aluminum extrusions. They invested in one of the largest presses in the country that gives them a cost advantage in terms of how they can extrude and produce these products that are in high demand. Yeah, and to add on, Tim, you know, to Jag's comments, not only, you know, the demand and certainly the new capability they have with the new press, but just like MEC, they have the ability to pass through aluminum price changes. So they've been very good on their pricing strategy to make sure that all the inflationary pressures that everyone is seeing gets passed through to the customer, and all the pricing they've done is sticky. So we feel really good about their margin profile. You know, they've demonstrated over the last, you know, two to three years, that they can hit 18%-19% adjusted EBITDA, and all the reasons that Jag just spoke of, and then the protections they have in their contracts. That's terrific and helpful color. I appreciate that. Yeah, my next question is, you know, for the timeline on the 15% IRR, I'm assuming, you know, how long do you think that would take? Does that incorporate both the revenue and the cost synergies you just mentioned in your prepared marks? Yeah, I mean, that's including, you know, the 15% has all those factors, you know, already baked into it. You know, we use the weighted average cost of capital of about 13%. Didn't get overly aggressive on the growth factors and, you know, perpetuity, 2.5%. I think we've been conservative when we came to that 15%. Certainly, you know, year one, we're gonna have some negative synergies. You know, there's transaction costs, you know, out of the gate, that's, you know, comprised of legal and consulting, accounting, and some tax work. You know, you know, we'll have some startup costs, some integration costs on the IT front. Certainly, they'll be part of a public company, you know, we'll have to set up control environment, you know, and things of that nature. When you get into next year, that's when we start to really see the positive impact of all the, you know, accretive impacts when you think of all these synergies. You know, we think of purchasing, we have the sales and cross-selling, we have MBX initiatives. We've already identified insurance and benefits. There's a host of synergies that we feel very confident that we can execute upon. You know, again, this year, certainly with the transaction and startup costs, but as we get into next year, that $1 million-$2 million annually should really fall through the bottom line pretty rapidly. That's very helpful color. My, you know, my last question is, I noticed, the release said, and you mentioned it should close during the third quarter, could you give us a sense of maybe how long you've, you know, been in discussion with them and, you know, is it possible that it could close sometime early September, or do you think it'd be more like a late September timing? Let me address that. Let me actually step back and then say, I have been here 11 months exactly, Tim, and one of the first efforts we made as a team when I joined was to laser focus on lightweight material and potential targets in that space with aluminum, plastics, and composites in that order. When we found MSA, which happens to be 30 minutes away from where, you know, our headquarters is, we got excited. We met with them, I don't know, almost like 6-9 months ago. It's a private sale. It is not an auction. This was a relationship, but, you know, Todd and Ryan and the team had from many years ago. We were able to immediately get into, cultivating that relationship, and continue on with that process. We've been in good discussions for a good 6 months. I suspect that we can close in early part of Q3 rather than later part of Q3. Great! This sounds wonderful. Thanks for answering my questions. I appreciate it. Thank you, Tim. Yeah, thanks, Tim. Thank you. Our next question comes from Larry De Maria from William Blair. Larry, your line is now open. Please go ahead. Morning, Larry. Morning, Larry. Thanks. Good morning. Good morning, and congratulations. Two questions. First, can you talk about the, if there's any, what kind of customer overlap there is? Related to that, you've talked about the end markets, building construction, RV, transport, et cetera. Can you sort of size some of those or percentage them or rank them maybe in terms of their importance? I would say the only the, we have one major customer that has an overlap, Larry, and that's John Deere. Outside of John Deere, we don't have much of a customer overlap, but, you know, we're happy to share that. You know, this capability we're acquiring through MSA acquisition will actually open up cross-selling opportunities into our existing verticals, such as commercial vehicles, powersports, construction access, and agriculture. That's really where, you know, we are focused on. In terms of, you know, end market exposure, and Todd is going to jump in and then provide some numbers here. When you look at the ag market, about 19% of their sales are comprised in that end market. Building construction is about 33%. Medical represents about 16% of sales. Recreation and transportation is about 21%, and then the other category is about the additional 10%. It's very diverse, you know, markets, and as Jag mentioned, not much other than, you know, Deere relationship. In fact, at a consolidated level, it reduces our exposure to Deere as a percentage of our total sales. Okay, that makes sense. Thanks. Second question. I think you gave 2022 EBITDA. Is there a trailing twelve-month number? Can you just sort of talk about your line of sight on new business? you know, are they working on stuff, and you feel like they can close and, you know, together you can close some of this stuff, or is it a lot of, "Okay, this sounds good, let's go get business? No, I would characterize it's booked business. You know, in 2023, we'll have, you know, certainly numbers, you know, after we close and file, you know, the necessary filings. In 2023, they are seeing all the markets up except for recreation, and that's primarily the Coastal Aluminum, which is in the RV space, which is an expected kind of pullback this year, being that dealer inventories are at a peak. That gets back in 2024 to a more normalized level. As we look at and characterize 2023, EBITDA margin percentage is very similar, so they're still executing very well. Sales are down a little bit, and it's all in the RV market. All of their other end markets are up, you know, high single digits. Okay, well, that's good. I think I was kind of sort of referring more towards the, some of those, revenue synergy numbers, which, you know, are, I guess, a couple of years out, but they kind of the line of sight and capturing some of that stuff, that's already, you know, in discussions, and there's a good, you know, sort of pipeline... Yeah. Great question. We have to see BEV continue to develop there. Yeah, great question, Larry. As part of the diligence process, we were able to vet MSA's capabilities with a couple of our large customers in terms of, you know, manufacturability, you know, cost competitiveness, and all of that. You know, that's one of the themes that we took was that it's got to be 1 plus 1 has to be greater than 2. We, you know, we're very confident that the capabilities we're bringing to MEC will help us quickly, you know, capture the revenue synergies we have laid out, in our existing markets that are rapidly, you know, transforming into energy transition, battery electric vehicle platforms. Certainly, Larry, as you think of, you know, as we've talked in the past, and Jag has certainly mentioned, you know, that is a capability that we've heard, you know, over the last 12 months from almost every single one of our customers, is the need for an aluminum, you know, capability within MEC. As Jag mentioned, as part of that diligence process, we actually worked with, you know, the MSA management team and did perform quotation activity on a number of large OEMs. We feel very good that, one, the capability that we're bringing on aligns with their needs, and two, that we're price competitive. Okay, thank you. Can I... I'm sorry, can I ask one more question, if I can? first, related to that, the aluminum, obviously, I get that you talked about the other areas you've been looking for. Just to be clarified, your existing core business, you know, not having those capabilities, did you see any of that business at risk, or this is more about opening up a new line of sight? in order, was there any risk to the kind of the core- Yeah. Not having it? I mean, I would characterize it, yeah, as more of opening up additional opportunities rather than any of our existing business at risk. Okay. Thank you. Good luck. Thank you, Larry. Thanks, Larry. Thank you. Our next question comes from Vlad Bystricky of Citigroup. Vlad, your line is now open. Please go ahead. Morning, Vlad. Morning, Vlad. Good morning, guys. Morning, congratulations on the announcement here today. I just wanted to ask you on MSA's margin profile. You know, it looks like there's been, you know, material expansion in the company's adjusted EBITDA margin over the past, you know, 4 years that you've got on the slide deck there. Can you talk about, you know, what's changed? Has there been something structurally that's changed in the business to drive these higher margins, and how you're thinking about sort of the sustainability of margins, where they are today? Sure. What materially changed, as you can see from Slide 6, right? From 2020 and before, right, they're in the $45 million to $46 million in sales. In 2021, they were in the $70 million, almost $71 million, and 2022, $86 million. That step change is the direct result of a large investment MSA made in extrusion capability. They have invested in a 3,150 ton press that can extrude, you know, over 8 inches, up to 8 inches of aluminum. That state-of-the-art press capability is one of the largest in the country, if not the largest in the country. That gave them immediately an opportunity to, you know, change their cost profile, and more importantly, attract a different set of customers to the company, right? That's really why, you know, their margin profile changed, their revenue profile changed, and that's what we're interested and excited about, because there's still a bunch of capacity left on that press, that we can take this capacity to our existing customer base. As we mentioned, Vlad, you know, material is a. Great. For them. Sorry, in a little bit of 2022, there was, you know, probably $4milion to $6 million of raw material pass-through. Aluminum isn't as volatile as, you know, steel. It there is still fluctuation in the market, but the pricing hasn't been quite as erratic. Again, they're protected on the upside and downside when steel prices do fluctuate. Okay, great. That's helpful. Jag, you kind of answered my other question, which is the revenue growth that we see here is, just to be clear, that it's really organic through the step up, through the investment in that additional capacity. Is that fair to say? Yep, agree. In other words, they haven't done, you know, significant M&A. Okay, great. Maybe just one last one for me. If you mentioned their exposure to building and construction and markets here. Can you give us any more color on, you know, what they do in building and construction and what sort of within building construction, you know, their particular, you know, exposure to areas like non-resi versus resi versus infrastructure? Any sort of color you could give on what's driving that portion of the business for them? In building and construction is probably a broad, you know, description. They have some medical and lab furniture, commercial door, commercial door hangers. Think of it as, you know, in an office building, right? Large glass doors, when you push bar, right, the doors open up. See, that's all aluminum, right? There's a lot of stuff like that they do. Similarly, they have a lot of LED lighting components, and so on, right? There's quite a diversified set of applications, very little in residential applications. That's how I would describe the building and construction market. Got it. Thanks, Jag. Sorry, maybe, I don't know if I missed it earlier on the call, but you mentioned their largest customer is 17% of revenue. Any sort of information on customer concentration outside of that number one? You know, any other sort of concentrated top five, you know, overly concentrated to any particular customers that we need to think about? Coastal Aluminum is certainly their largest customer. That's in the RV space. They make, you know, products for Thor. John Deere would probably be the second, that represents about 10% of their sales. Outside of that, they're low single digits. Again, they have a, you know, we described the top five, but after that, there's a number of other customers in their portfolio. Great, thanks. I'll hop back into queue. Thank you. As a reminder, if you'd like to ask a question, you can press star followed by one on your telephone keypad. Our next question comes from Mig Dobre of Baird. Mig, your line is now open. Please go ahead. Thank you. Good morning. Good morning, Mig. Just to follow up on. Yeah, just to follow up on the discussion you had with Vlad a moment ago. Again, you know, looking at Slide 6, the revenue growth, relative to 2019 and 2020, pretty significant, obviously, but it doesn't look like the business mix has changed all that much. I'm sort of curious how this growth has manifested itself. Is it just sort of a function of, you know, new customers that just happen to be sort of very similar to what this business had back in 2020? Or is there sort of a inflation sort of component to this that we have to keep in mind? Yeah, any additional color would be helpful there. It. Thanks, Mig. As Jag mentioned, really the impetus was that new investment in the press line. You know, they were kind of at a full capacity, let's call it, without that additional press line they put in, and that new press line opened up the number of customers to them. They really were able to take organically expand relationships they already had and do more work with their customer base, and more efficiently. So they didn't have to add a lot of headcount or people. It was really technology driven, and it is, you know, 1 of the largest in the, in the, you know, North America. And it allows for quick changeover, really highly efficient. It really opened the door for their capacity and just expanded their organic relationships. There hasn't been any real new customers coming into the fold, but let's say in the last few years, no acquisitions that drove that sort of growth. It really was that investment they decided about 4 years ago. You know, the press took about 2 years for it to get in place, you know, and operating. That was the game changer for the business. Can you give us any color in terms of the level of investment that was made here? Excuse my ignorance, but I don't really understand what's special about this press and what sort of products it would make, you know, maybe somebody else would not be able to do? The original investment, which they made in 2019, was about $8 million-$10 million. The press, you know, it took about 18 months to construct and build. And what it really allows for is what Jag said, it's just a faster, you put an aluminum billet into the machine, it's able to press it, form it, in a very rapid fashion. And the changeover from a different die is very quick. There isn't this, you know, in older technology, it might take you a few hours to change that die. Now, you can do it in a few minutes. That technology, and that is the ability now to shift, you know, and be more nimble, let's call it, agile, really opened the door for them to do quick runs, short runs. You know, historically, they'd always look for high volume or not automotive level, but, you know, I would say more mid-level volume and long-running jobs in order to be efficient. This, you know, again, this technology is so much faster. The quality is much improved. You know, it melts that billet in a much more rapid fashion, and it pushes it through the aluminum extrusion line. You know, it is one of the first in North America, and certainly was a sizable investment that, again, just changed the profile of their business. On Slide 5, you have a table here outlining revenue and cost synergy, rather a chart. I'm wondering if you can maybe help me better understand this chart. What sort of revenue versus cost in these in these bars? What level of visibility do you have on the revenue component of all of this? I mean, how are you gonna go about implementing it? As we mentioned, Mig, in my earlier comments, through the diligence process, we actively worked with a couple of our large customers to evaluate MSA's capabilities and cost competitiveness. We took real-world big packages from a couple of our customers and ran it through the MSA team, right? Let them, you know, price it as they normally would. You know, we're able to then confirm not only the capabilities of this new technology and the new press, but more importantly, their ability to take those extrusions and then fabricate, i.e., machine, weld, assemble, just like what MEC does in the back end of the operations, and, you know, go back to our customers and then say, "Hey, this is what, you know, MSA could provide if they're part of the MEC family." Right? That gave us high confidence that, within a, you know, 12-18-month period, we can win some large business with some of our existing customers who currently procure these materials from, you know, other players, and having difficulty, you know, procuring them because of the constrained capacity in North America, and more importantly, increased demand for lightweighting materials across the spectrum, of many industries that want this sort of, you know, materials, and there's a, you know, capacity constraint currently. That's really, how we're thinking about, you know, revenue synergies. I would say that, you know, what we laid out here, is, you know, time, you know, you know, I guess, you know, contingency laden. That means that we if we can get some of these opportunities landed, you know, these revenue synergies could materialize quicker. You know, we're gonna go through them, you know, systematically, opportunity by opportunity, customer by customer. You know, Ryan and I are gonna get on calls today, talk to all of our large customers, not just to let them know the new capabilities we have, and continue to drive that business development opportunities to realize these revenue synergies in the coming years. Just to clarify, Jag, that what's depicted on Slide 5 is only the revenue synergy. On the cost synergy side, again, we've identified, you know, some, obviously, the cross-selling opportunities, but, you know, insurance and benefits, there's IT subscriptions and a whole host of back-office type of things that we feel we can drive $1 million-$2 million annually in cost savings. Again, we'll have some negative transaction costs and start-up costs in year one, or I would say the first six months. As you look into 2024 and beyond, we think we can improve their bottom line, you know, as it stands today, by, you know, 10%-15%. Understood. That's helpful. You know, you mentioned here that the transaction is gonna be accretive to EPS. Just looking to clarify how you're thinking about that accretion. Is it cash EPS that you're talking about? Is it EPS in the form that you're reporting it right now? In terms of the debt, can you remind us what sort of rate or expense will be associated with this financing? Thank you. Yeah, certainly. When you think of, you know, accretion, it is certainly accretive day one, not excluding transaction start-up costs. You know, for this year, we think it'll be neutral to EPS, but it'd be about $0.10, you know, if you took out transaction and other costs. Certainly, as you mentioned, interest costs will go up a little bit on our leverage profile. You know, interest will probably be in that 7% to 7.5% for the short term. We've already factored, you know, those items into it. They've been highly cash generative. Their free cash flow conversion rate is at above 80% over the last year and a half. As we mentioned, you know, $3 million in maintenance CapEx annually. I mean, outside of the large investment they made a few years ago, like historically and since that point, you know, it's in that $2 million to $3 million range. We feel cash generation from this will generate obviously positive cash flow outside of the kind of the impacts we talked about when you think of the legal and consulting, and then also the increased interest expense. I get it, we're paying a little higher interest rate today, but the nice thing is we're paying 6x EBITDA and trailing EBITDA. A year ago, or even 18 months ago, you know, company like this coming to market, but a company like this that came to market, we'd probably been in that 10x to 12x range, and we would add a much higher purchase price. We feel like, you know, even though the short-term impact of interest cost, you know, isn't insignificant, that's short term. In the long term, I think we're really gonna benefit because, again, that purchase price, you know, was at that 6x trailing as well. I wanna pick up on that comment that you provided, Todd, in terms of the multiple itself, 6x versus 10x to 12x a few years ago. I'm sort of curious as to why you think that is. Because obviously the margin profile and the revenue is looking very different than it did three years ago. I think a lot of us are sort of trying to get at whether or not there's something from a cycle standpoint or for end market dynamics that's kind of unique, that's catalyzing this transaction on the part of the seller. I can't speak for anyone's motivations on why and when anyone would wanna sell their business, right? That's not, you know, our business to talk about. As we described, Coastal Aluminum, being part of RV industry, those sales are down year-over-year, right? We knew that going into this year or actually coming into this year. Late last year, we knew that 2023 is gonna be a down year for the RV industry. We expect that to stabilize going into 2024, that's not why we're buying this company, right? Why we're buying this company is to leverage their existing capabilities that we can take into other industries that they don't have today access to. Commercial labels, power sports, construction access, and agriculture, all industries where we are, we, MEC, are a large tier one supplier, right? That's where our customers are asking for these capabilities. When you look at this business, you say: All right, they're $86 million in 2022, they're gonna be down this year, that means there's you know, existing capacity that we can take into new verticals and new customers, that's the attractive part, right? The current ownership may not be able to realize those revenue synergies because they don't have access to those customers. You know, a large company that currently does business with us, a CV or, you know, power sports customer, will not go and seek out a small company like MSA. Once they're part of MEC, that opens up the opportunities because, you know, we have the quality systems, we have the quality certifications, we know how, you know, existing supplier course, existing relationships with our customers, right? That's the opportunity here. It's not that, you know, their revenues are down, they're selling for less, and, you know, or we're buying for less. It's that, you know, we saw the opportunity to take existing capacity and capabilities and drive additional growth for MEC and MEC shareholders. That's the game here. That's the play here. All right. Thank you for that. Good luck. Thanks, Mig. Thanks, Mig. Thank you. At this time, we currently have no further questions. I'll hand back to Jag Reddy for any further remarks. Once again, thank you for joining our call. We believe this is a very exciting moment for all MEC shareholders, and we look forward to providing an update on our entire business on our second quarter earnings call in early August. Should you have any questions, please contact Noel Ryan or Stefan Neely at Vallum, our investor relations counsel. This concludes our call today. You may now disconnect. Thank you for joining today's call. You may now disconnect your lines.