Greetings and welcome to the Gibraltar Industries acquisition of OmniMax International conference call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Carolyn Capaccio of Alliance Advisors IR. Please go ahead. Thanks, operator, and good morning, everyone. Thank you for joining us today for this call. With me on the call are Bill Bosway, Gibraltar's Chairman and Chief Executive Officer, and Joe Lovechio, Gibraltar's Chief Financial Officer. Earlier this morning, Gibraltar issued a press release regarding Gibraltar's acquisition of OmniMax International. The release, along with our presentation slides, are both available in the investor section of the company's website, and the slides can also be viewed through the webcast link. Before we begin, please note that certain statements made during this call may be forward-looking and are subject to risks and uncertainties. These forward-looking statements are made in reliance on the safe harbor provisions of the federal securities laws and are subject to known and unknown risks, uncertainties, and other factors that may cause Gibraltar's actual operating results, financial position, or performance to be materially different from those expressed or implied in forward-looking statements. You are cautioned not to place undue reliance on such forward-looking statements. Gibraltar disclaims any obligation to update such forward-looking statements. For additional information concerning factors that could affect Gibraltar's financial results or cause actual results to differ materially from these forward-looking statements, please refer to Gibraltar's filings with the SEC, including the risk factors section of the Form 10-K and most recent 10-Q filed with the SEC, as well as the forward-looking statements section of the press release and investor presentation. In addition, please note that on today's call and in the press release and investor presentation that was issued this morning, Gibraltar may refer to certain non-GAAP financial measures. While the company believes these non-GAAP financial measures provide useful information for investors, the presentation of this information is not intended to be considered in isolation or as a substitute for the financial information presented in accordance with GAAP. With that, I'll turn the call over to Bill Bosway. Bill. Thanks, Carolyn, and good morning, everyone. We have some very exciting and important news to share, and I really do appreciate you joining us on such short notice. This morning, we announced Gibraltar has entered into an agreement to acquire OmniMax International, an industry leader in roofing accessories and Rainware Management, for $1.335 billion in cash. The purchase base price represents an effective multiple of 8.4 x based on OmniMax's expected 2025 Adjusted EBITDA contribution, cost synergies planned to be achieved over the next two to three years, and cash tax benefits arising from the transaction. Now, let's turn to slide three. I'd like to review kind of five key elements for this transaction and how it will provide significant value creation for all our stakeholders. First, this deal further optimizes our asset portfolio and expands our presence in our largest and highly profitable residential segment, drawing upon the combined core competencies of the Gibraltar and OmniMax teams. Second, it effectively doubles our building products' revenue and creates a more optimal platform for this segment's future performance. Third, it unlocks new opportunities in our existing swim lanes, serving key core product categories in attractive end markets within building products, driven by an excellent management team, an extensive product portfolio, and complementary operating footprints to support the industry. Fourth, the deal is expected to be immediately accretive to Adjusted EBITDA margin and to Adjusted EPS in the first fiscal year post-close. Lastly, five, it will deliver strong cash flow with a clear path to deleveraging the business within 24 months as we execute a target of $35 million of cost synergies, drive strong EBITDA margin performance, optimize working capital, and realize tax benefits. With that, I'm going to turn over to Joe, and he'll take us through the key deal financials. Thanks, Bill, and good morning, everyone. We're really excited about today's announcement. Here on slide four, I'll touch on the main points of the transaction. To begin with, the purchase price of the acquisition is $1.335 billion in cash, which represents an effective multiple of 8.4 x based on OmniMax's expected 2025 Adjusted EBITDA, total target cost synergies of $35 million, and expected cash tax benefits of approximately $100 million. We expect adjusted consolidated revenue of the combined company to be over $1.7 billion for 2025. As Bill said, we expect the transaction to be immediately accretive to EBITDA margin and cash flow. The transaction is also expected to be accretive to Gibraltar's Adjusted EPS in the first fiscal year post-close, as Adjusted EPS excludes the cash savings from the expected tax benefits of the transaction and is expected to include non-cash amortization charges. With respect to synergies, we expect to generate $35 million in cost synergies by the end of year three post-close, predominantly from a combination of logistics, supply chain, SG&A, and 80/20 savings. To finance the transaction, Gibraltar has in place committed financing from notable lenders, of which we expect market terms consisting of up to $1.3 billion of senior-secured term loan facilities, comprised of a $650 million term loan A facility and a $650 million term loan B facility, as well as a $500 million senior-secured revolving credit facility. This debt structure is built to facilitate debt paydown. We expect the transaction to deliver significant cost synergies and generate strong cash flow, including the cash tax benefits, which all support deleveraging from a leverage level of 3.7 x at the time of closing, calculated based on underwritten closing date EBITDA of approximately $345 million to 2.0x-2.5 x within 24 months of closing. Finally, closing is anticipated in the first half of 2026, subject to the satisfaction of customary closing conditions, including required regulatory approvals. With that, I'll pass it back to Bill. Thanks, Joe. Let's turn to slide five. I do want to talk a little bit about the industry and our inherent excitement about it. Let's start with the three product categories we support today: trim/splashings, ventilation, Rainware Management, and metal roofing, which collectively represent over $9 billion of addressable demand in 80+ MSAs in regions throughout the U.S. and Canada. Approximately 80%-85% of demand is driven by repair of a roof or component attached to or near the roof, and this tends to be driven by aging homes and/or weather events. The remaining 15%-20% of demand is driven by new construction starts for both single and multi-family housing. What really makes this industry interesting to us is its inherent fragmentation, driven by highly localized building codes and the role that thousands of independent contractors play in serving homeowners. We believe to effectively support contractors and homeowners, it is important to be local while also being able to support broader geographic needs in an efficient manner. This means having a broader product portfolio for the roof while also supplying products that are easy and efficient to install, products that meet local codes and specifications like material type, dimensions, colors, design, and ongoing education and training on the application of products, and how to optimize the operating envelope for the roofing system for the homeowner. Now, let's turn to slide six. I'm sorry, let's stay here. One more point. I think about our inherent local knowledge and ability to adapt quickly and effectively to serve through various channels is exactly why Gibraltar excels in this industry. To now have OmniMax in combination with our expertise is an opportunity to bring additional capabilities to support the industry even more efficiently going forward. Let's turn to slide six. This view just illustrates how many products are part of the roof, near the roof, or attached to the roof, all of which the combined company will serve. It is a very broad basket, and depending on what part of the country you're in, it can look very different across each product category from region to region. When serving customers, the industry depends on suppliers that have both the breadth and the depth of products to meet local requirements, as well as the capability to deliver high-quality product on time within the project schedule. Gibraltar's strategy has been to continue to broaden our presence and product portfolio with the addition of new products while simultaneously investing in our customer relationships and go-to-market infrastructure. With the addition of OmniMax, the strategy is accelerated, allowing us to leapfrog our efforts forward accordingly. Let's move to slide seven. Let's talk a little bit about OmniMax. First, the OmniMax organization and its leadership team are very, very capable and highly respected in the industry, and I'm really looking forward to welcoming them to Gibraltar. OmniMax was founded in 1996 and is a leading supplier of residential roofing accessories and Rainware Management, and it operates primarily in the North American residential repair segment. For 2025, it is expected to generate adjusted net sales of $565 million and Adjusted EBITDA of $110 million. Roofing accessories represent approximately 60% of OmniMax's revenue, and 40% is represented by Rainware Management, a product category where Gibraltar has little participation. OmniMax has also built a well-known portfolio of reputable, trusted brands, some of which were started over 150 years ago, and they serve as partners to home centers and distributors in various parts of the US and Canada. Let's move to slide eight. As I've shared over the past year, we have been working to simplify our portfolio while also investing organically and through M&A to expand our residential business. Today, with the addition of OmniMax, we are taking a major step forward. In 2025, we expect the combined business to surpass $1.7 billion in total adjusted revenue and $300 million in adjusted EBITDA, with our residential segment representing over 80% of both revenue and EBITDA for Gibraltar, a clear demonstration of our commitment to growing the reach of our residential portfolio. The addition of OmniMax helps us serve MSAs in regions where we do not today, and OmniMax's strong position in the Rainware Management product category provides us a complementary $3 billion addressable opportunity, as shared on a previous slide. Moving to slide nine, here is a simplified illustration of how complementary our products can be for the industry and how the collective product lines can bring more options and solutions to the industry as well. Having this breadth of products and the ability to provide them to more MSAs and regions will better support the needs of our channels, contractors, and homeowners. Now, let me turn it back over to Joe so he can discuss a bit about our synergy plan and our path to deleveraging over the next 24 months. Thanks, Bill. As you can see on the left side of slide 10, we have a plan ready to be put in place to generate $35 million of cost synergies by the end of year three post-close. The major components of this plan are logistics, supply chain, SG&A, and 80/20 savings. We expect to achieve approximately 50% of our cost synergies in year one post-close, building from there to realize the remaining by the end of year three. As Bill just mentioned, we also identified commercial synergies that we expect to execute that are not currently captured in this $35 million target. Moving to the graph on the right side, we are prioritizing and see a clear path to deleveraging as rapidly as possible. The components of this planned deleveraging are the significant cost synergies that I just discussed, optimized working capital management, lengthening our history of strong cash flow generation, and approximately $100 million, which is the present value in cash tax benefits arising from the transaction. These all support deleveraging from a leverage level of 3.7 x at the time of closing, calculated based on underwritten closing date EBITDA of approximately $345 million to 2.0x-2.5 x within 24 months of closing. We are excited about this next phase and confident in our ability to deliver the results we have outlined from this transaction. I will now pass it back to Bill for a quick summary of today's discussion. Okay, so let's turn to slide 11 and recap. Let me start with our strategy remains very clear. We want to stay in our core swim lanes where we have deep expertise and strong competencies and build our presence where we can deliver with skill for our customers. When we invest in business and channels we know well, returns are more attractive and synergy opportunities become clear and achievable with high confidence. As I open today's call, I communicate five important reasons for this transaction and just to quickly recap. Number one, the deal further optimizes our portfolio and expands our presence in our largest and highly profitable residential segment. Secondly, it effectively doubles our building products revenue and creates a more optimal platform for future performance. Third, as you've seen, it unlocks new opportunities in our existing swim lanes driven by an excellent management team and a complementary business footprint. Four, the deal is expected to be immediately accretive to Adjusted EBITDA margin and to Adjusted EPS in the first year post-close. Finally, five, it is designed to deliver strong cash flow with a clear path to deleveraging the business within 24 months. Of course, we will execute our $35 million of cost synergies, many of which will come in year one. We will drive strong EBITDA performance, we will optimize our working capital, and we will realize the tax benefits mentioned earlier. With that, let's open the call for questions. Thank you. If you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. Our first question comes from the line of Dan Moore with CJS Securities. Please proceed with your question. Hi, this is Will. This is Will on This is Will on for Dan. Thanks for taking our questions today. Can you speak or add any more color to the customer overlap between Legacy Gibraltar and OmniMax and how you think about the potential for cross-seller revenue synergies? Thanks. Yeah, I think there's a lot of opportunity there. Just when we look at investments, we tend not to factor them into the return profile because cost synergies are what you can control. Clearly, the fact that OmniMax and Gibraltar operate where each other doesn't today is a very nice complement to things that we can do to support additional customers around the country. That is one aspect. Secondly, there are product families that each of us have that we may be able to support and supply each other for existing customers in various parts of the country as well. As I mentioned right up front, the complexity of what's required for a roof does vary a lot by region. If we can take advantage of having more presence across the country with the right designs, then we can leverage, I think, some cross-selling opportunities and support customers in various regions better than we could today on our own, and that's really important to us. I do think there's going to be a lot of opportunity there going forward, but we haven't quantified those for today's call. Thank you. That's helpful. Just one more. Can you talk to the historical growth over the past five years at OmniMax, both organic and through their own M&A? Thank you. Yeah, so OmniMax has done a really interesting job the last four years. They've been transforming the portfolio themselves. On an organic basis, relatively flat, but that's been more related to, A, there's market, B, it's been a transition of the portfolio where they've gotten out of businesses that were poor performing and actually acquired businesses that were much better performing, which shows up in the type of performance they're delivering today. Now that the portfolio has evolved to, I'd say, better assets and better performance, we expect, along with us, to see growth opportunities there that are not reflective of what we've seen here in the recent past. Again, I also want to remind everybody we've been living in the world the last three years of a relatively slow market. To be flat in that range is not exactly poor when the market's been somewhat down. We're excited to have both of us together on that front as well. Thank you. Thank you. Our next question comes from the line of Julio Romero with Sidoti & Company. Please proceed with your question. Thanks. Hey, good morning, Bill and Joe. Congratulations on the deal. Thanks, Julio. Thanks, Julio. I wanted to ask about how does this strategy, how does the acquisition affect your strategy of leaning into the direct-to-contractor sales channel? Is that still intact, and how does this kind of change the mousetrap you're kind of building there? Yeah, so no, it doesn't change that. On the one slide, I referenced the three product categories. So there's trim splashings, ventilation that we're both in. There's Rainware Management, which we used to be in years ago, that runs through the same channels and customers that OmniMax is a clear leader. And then there's metal roofing, which OmniMax is not in, but we are in the way that we've described to you before. I look at those three $3 billion TAMs as now an opportunity for us to accelerate them. I think what you'll see from us over time as we bring these companies together, it'll allow us to even focus more on things like metal roofing as we have a combined business to really focus on trim splashing, ventilation, and Rainware Management. Gotcha. So I guess the thought process would be selling more of those Rainware Management and non-metal roofing accessories through that direct-to-contractor line as well as the metal roofing? No, I think we'll, yeah, we'll continue to support our channels as we always have. That I don't see changing a whole lot. I just wanted to point out that there's a $3 billion metal roofing market out there that doesn't change for us because of the deal. It basically makes us look at all three pieces simultaneously. What I will say is, as you get more into metal roofing like we're already experiencing, there are opportunities for us to pull through some of the trim splashings and ventilation and potentially Rainware management projects through the metal roofing locations. We are seeing that, for instance, in the Carolinas as we speak. We are going to have a broader footprint where we have flexibility. This may get back to the first question we got around commercial synergies, but the more dots on the map that you eventually put in the right places, the more opportunities you'll be able to support customers in a broader way. Metal roofing is going to stay laser-focused on what it's doing, supporting the contractor direct, and then we'll support opportunities across trim, splashing, ventilation, etc., when the opportunity exists. Okay. Got it. You mentioned this adds OmniMax has about 20 local regions that you're not in at the moment. Can you talk a little bit about those particular regions and how your kind of geographic map combined looks like today? Yeah. When you think about where we're not, we've never really been in the Northeast, which is a highly populated area, and Gibraltar's never been there. That's a region that OmniMax has done quite well with and had very strong brands, i.e., Burger, but also Amerimax. Northeast is a great example. When you go over towards the West, we think Arizona, Nevada, Southwest, New Mexico, we've never really participated there either, and they're strong there. We do some things in the West Coast that they don't. There are pockets in other parts of the U.S. as well where we can support each other. It's really a very complementary geographic play, if you will, relative to serving a broader group of customers, us coming together. We're excited about that. Perfect. Last one for me would just be if you could talk a little bit about your path to deleveraging within 24 months. I know you called out the strong cash flow profile, but does that also incorporate, one, the closing of renewables and using those funds for deleveraging? Secondly, is there any other kind of areas around the portfolio that's kind of considered there? Yeah. First of all, no, it does not include the funds from the sale of renewables. That would be incremental relative to firepower to deliver. That is good news. As it relates to the rest of the portfolio, we are continuing to simplify, and we will, we are always assessing that. Our main focus in the next 12 months is get off to a good start, try to get half of those synergies done in year one post-close. We feel pretty confident doing that because our businesses are similar in so many ways in terms of how we operate. Yeah, and those four buckets we talked about, logistics, supply chain, SG&A, and 80/20, there will be a lot of effort going on day one from that, and we want to get off to a really good start. That is how we are going to proceed. We will also have a full-time integration office that will be responsible for driving this. It will be very disciplined and very much resourced accordingly to execute in the time period that we just talked about. Very helpful. Congrats again, guys. Yeah, thanks. Thank you. Our next question comes from the line of Walt Liptak with Seaport Research. Please proceed with your questions. Hey, good morning, guys. Good to see you Walt. Good to see you guys transforming a little bit more and focusing around your swim lane. I wanted to ask about the EPS accretion and just if you can maybe ballpark it for us, maybe on a percentage basis or somehow quantify that year one number just to help us with our modeling. Then it's sort of like a follow-on to that. On On the cost synergies, how much tax benefit do you get in year one? And then how much, what's the timing, I guess, on that tax benefit? Yeah. Maybe on the first question, that's really going to depend on when we close. We're not sure yet on when the closing is. We expect it to close in the first half of next year. We'll be able to come out with better clarity on that once we have a sense of closing. In terms of the accretion, though, on the adjusted, two things to keep in mind. One, the cash tax benefits, we don't expect that to run through the P&L. That's predominantly related to net operating loss carry forwards. We'll be able to utilize those pretty quickly up to the annual limit, but those won't run through the P&L. We do expect there to be some non-cash amortization charges. Those will also be finalized as part of the closing process as well. Once we have better clarity on that, we'll be able to come back as we provide more guidance going into next year. The second question on the utilization of the cash tax benefits, we expect to utilize those pretty quickly. I'd say right now we probably expect about $20 million benefit next year. The $100 million total that I referenced, that's the present value of those cash tax benefits. We'll go after those pretty aggressively. Okay, great. On the timing of the deal, I wonder if you could just talk to us about why is the timing now? Why would you not wait until after the solar deal closes and then move towards something larger like this? I think a couple of things. We do not necessarily dictate when someone wants to sell in the process with that. Secondly, we did not really need the sale of the renewables to be completed to move forward with this. The banks were pretty excited about what we are doing and had great support on that. I think it is both those things that drive the timing of getting this done. It all comes down to we have been working on it probably since April. It has been a lengthy process, and we just came to the finish line over the weekend. Okay. Yep. Congratulations on that. Maybe the last one, as you look at those year one, the $20 million, a couple of things, which of those do you think are easiest to go get and which are more difficult? On 80/20, I know your company is being very strong as a cultural 80/20 company. Is OmniMax, are they already doing some sort of 80/20? When do you start doing the process with them? Yeah. First question, I think all four of those will be done in parallel, and they'll have work streams associated with them. What we've put out there, I think we feel good about pulling that off. They're all, when you get inside the 80/20 bucket, it could have a lot of different things associated with it. The things that we have loaded in for the first year, I think, are very much achievable and things that we are comfortable dealing with or doing. I would say this about OmniMax. They, first of all, have a full-time transformation office, which they've deployed. I think as they've changed their portfolio, they've done an excellent job of attacking those opportunities day one. Inherently, they know how to do the things that we're talking about. They may not call it 80/20, but they're very much focused on lean and have put in place what I think is a very good operating model. We will merge the lean 80/20 mentality, which I think is going to be awesome to take the best of what they've been doing and things that we've been doing and get after it pretty quickly. Back to your first question, I think those things are not sequential. They need to be done in parallel. Okay. Maybe I'm sorry for taking up so much time, but are you expecting any PLS that would happen in year one? Is that a month? No. No, I do not think so much of the PLS. They have done a nice job of that themselves. We have done a nice job of that. There are a lot of other things that we will be doing on business systems. We will look at markets. We will look at PLS again. We are not closed yet. There is only so much that we can drill into. Right now, it is a very complementary business for us. They have done a nice job of doing PLS over the last three or four years, either from getting out of a business or getting out of product lines. I think that is why their margin profile has been good on top of the lean work they have done. Yes, there is more to come. People always ask us, "When is 80/20 over?" It is never over. This is just going to be rich with all kinds of gold nuggets on the ground, whether it's working capital optimization, using 80/20 to drive that to potential commercial synergies to other things that we know are going to be important for the systems. Okay. Great. Thank you. Yeah. Thank you. Ladies and gentlemen, as a reminder, if you'd like to join the question queue, please press star one on your telephone keypad. Our next question comes from the line of Kathryn Thompson with Thompson Research Group. Please proceed with your question. Hi. Thank you for taking my questions today. We've had the opportunity to know OmniMax fairly well under the SVP umbrella and appreciate a lot of the work they've done to clean up the portfolio, really wrapping that up by mid-2024. Since then, they've made two different acquisitions, one in December, one in February. It is still a journey for them when you look at the channel. My understanding, they've been number one in home centers, but still had to work on professional distribution and market. What do you bring to the table to help improve that? What are your thoughts just from a channel standpoint, what you bring to the table? Yeah. Actually, Kathryn, that's a good question. I think it goes in both directions. They do some things with the home center channel that I think are really interesting and very positive. I think collectively, we can find ways to make that that much more efficient for a lot of those channel partners. On the distribution side, I think we do some things there that are pretty interesting. We've worked really hard the last five years to make that a bigger piece of our business. It's roughly 70% of what we do today, if not a little bit more. Again, I'll go back to this complement of if everyone was perfect, these two companies, there'd be no opportunity for upside. There'd be no synergies. There'd be no cost synergies, no commercial synergies. Yeah, we have opportunities to get better, both of us, in some respective areas. I think they can help us on the retail side. We can help on distribution side, product development, launching new products. There is a whole host of things that are going to go into this company that I think are going to be pretty cool. The other thing that I remind people of is think about how the industry has been evolving the last couple of years where you have new ownership around channels, and whether it is particularly in distribution, and how do you actually become a better solution set for those new owners as they evolve what they want to do. Combining what we do well, I think, matters. The fact that one of those owners of SRS is also a retailer, that gives us probably a better chance to sit down with them and figure out how to support them in a better way. I am really looking forward to taking the strength of each and dealing with some of the opportunities that we have in front of us because we are not perfect on each side. That is what makes it attractive. Okay. Helpful. You gave a lot of good color on synergies, cost synergies, and with the combination of companies. In fairness, OmniMax has done a lot of heavy lifting over the past, say, five years. Knowing also that they have a new COO in the mix, I know you outlined on today's call the different drivers for synergies. In broader buckets, how much of it is going to be true just cutting overhead with the combination you have within the companies versus more of the revenue synergies that can come from a combination? Yeah. Like I said, we did not plan on any revenue synergies. So whatever happens there, that is awesome. We get that, but that is not in the plan that you have seen today. Those cost synergies referenced that we showed, those are real numbers that we think that we will button up over the next few months. We are not closed yet, so it is kind of hard to give an exact number, but we feel very good based on what we have known, what we have learned in diligence. When we talk about logistics and supply chain, those are real cost synergies that we feel very good about. And 80/20 in the same way. The fact that, yeah, there has been a lot of work done on the organization for them and us the last five or seven years. We are much different than we were before. When you look at our organizations today, there is a lot of talent, and we will figure out what that right structure looks like, putting the right people in the right seats. If you look at that graph we showed of that 20, three-quarters of it comes from non-overhead stuff. That is what makes this rich for us because those are operating things that we control and we know of and we have identified. Yeah, I am very confident in our 35. Yes, I do think there will be commercial. Frankly, there may be even more cost synergies as we get into this a little bit more. You learn a lot as you get into 80/20 and the lean side of this. As good as I think both companies are, we are not great relative to our operational performance. We both recognize where we can actually get much better. We will do that. I think we'll have the right team to pull that off. This is not about squeezing us. Yep. Yep. All right. Thanks very much, and best of luck. Thank you. Thank you. Ladies and gentlemen, that concludes our question and answer session. I'll turn the floor back to Mr. Bosway for any final comments. Just lastly, guys, thank you again for joining the call and learning more about this. We think it would be very exciting news for Gibraltar and for OmniMax. I'm sure you may have or will have additional questions about the acquisition. Of course, we look forward to having more conversations with you about it. With that, hope everyone has a good rest of the week. Thank you again for joining. Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.