Core Viewpoint - TerraVest Industries Inc. has announced an increase in its bought deal treasury offering due to strong investor demand, aiming to raise approximately $278.9 million through the sale of 1,740,000 common shares at a price of $160.30 per share [1][2]. Group 1: Offering Details - The offering consists of 1,740,000 common shares priced at $160.30 each, resulting in gross proceeds of approximately $278,922,000 [1]. - An Over-Allotment Option allows underwriters to purchase an additional 261,000 shares, potentially increasing total gross proceeds to $320,760,300 if fully exercised [2]. - The offering will be conducted via a prospectus supplement to the base shelf prospectus dated May 8, 2024, and may also be offered in the U.S. under certain exemptions [3]. Group 2: Use of Proceeds and Closing - The use of proceeds from the offering will remain consistent with previous disclosures made by the company [4]. - The closing of the offering is anticipated around May 23, 2025, pending customary regulatory approvals [4]. Group 3: Company Overview - TerraVest is a diversified industrial company that manufactures and sells products across various end-markets, including home heating products and transport vehicles for propane and natural gas liquids [8]. - The company focuses on acquiring and operating market-leading businesses, leveraging its financial and operational support [8].

Core Viewpoint - TerraVest Industries Inc. has announced a bought deal offering of 1,500,000 common shares at a price of $160.30 per share, aiming for gross proceeds of approximately $240.45 million to support debt repayment and future acquisitions [2][4]. Group 1: Offering Details - The offering will be conducted by a syndicate of underwriters, including National Bank Financial Markets, Canaccord Genuity, and Desjardins Capital Markets [2]. - An over-allotment option allows underwriters to purchase an additional 225,000 shares, potentially increasing total gross proceeds to $276.52 million if fully exercised [3]. - The closing of the offering is expected around May 23, 2025, pending regulatory approvals [7]. Group 2: Use of Proceeds - Net proceeds from the offering will initially be allocated to repay existing debt and support general corporate activities, with future acquisitions in mind [4][5]. Group 3: Company Overview - TerraVest is a diversified industrial company focused on manufacturing and selling goods and services across various end-markets, including home heating products and energy processing equipment [11]. - The company aims to acquire and operate market-leading businesses, leveraging its financial and operational support [11].

Group 1: Company Performance - 3M Company (MMM) has shown solid momentum in the Safety and Industrial segment, with organic sales improving by 2.5% year over year in Q1 2025, driven by strong demand in roofing granules, industrial adhesives, and electrical markets [1] - The Transportation and Electronics segment experienced adjusted organic revenue growth of 1.1% in Q1 2025, benefiting from strength in transportation and aerospace markets, although there is concern over weakness in the electronics business due to lower device demand [2] - The company's adjusted operating margin increased by 220 basis points year over year to 23.5% in Q1 2025, attributed to structural reorganization actions and strong organic volume [3] Group 2: Financial Concerns - 3M's long-term debt reached $12.3 billion at the end of Q1 2025, reflecting a 10.8% sequential increase, with a long-term debt-to-capital ratio of 73.1%, significantly higher than the industry average of 55.2% [7] - The Consumer segment reported a decline of 1.4% in Q1 2025, attributed to persistent weakness in consumer retail markets and decreased discretionary spending [6]

我们常以为，城市是钢筋水泥的总和，是高楼、车流、人口密度的线性叠加。但仔细想想，你有没有发 现——城市其实从未"思考"过自己。 它能修路，却不能预测拥堵；能盖楼，却无法回应人口老龄化；能招商引资，却看不清自身产业的边界 和未来。城市在高速运转，却缺乏一个大脑——它从未真的"知道自己在做什么"。 直到人工智能出现，特别是——高适配算力、行业大模型、智能体平台的"三重奏"浮出水面。 这三者，不是一套新的管理工具，不是一波简单的"数字化升级"。它们构成了一种新的城市能力：不仅 能运行，还能感知；不仅能预测，还能决策；不仅能服务人类，还能重新组织自身。 这就像——过去的城市是一台巨大的发动机，依靠煤、电、水和人力维持。现在，它更像一个新生的智 能生命体，开始有了神经网络、有了学习机制、有了行动反射。 这不是修修补补的"智能化"，而是一场操作系统级的迭代重启。 但问题是——这三样东西，到底是什么？ 算力：不是更强，而是更"适配" 我们习惯说，"算力是城市的新电力"。这话对，却不全对。因为"强"并不等于"好"，关键在于是否适 配。在AI的世界里，算力不是一把大锤，而是一个调音台，需要为每种任务配出最精准的音色。 高适配算 ...

Financial Data and Key Metrics Changes - Net sales from continuing operations totaled $24.7 million, down from $28 million in Q1 2024, reflecting broader market softness [4] - Adjusted EBITDA from continuing operations improved significantly, swinging from a loss of $2.7 million in the prior year to a positive $843,000 this quarter, marking a $3.5 million turnaround [5][20] - Gross profit nearly doubled to $4.8 million, or 19.3% of sales, compared to $2.3 million, or 8.3% last year, an expansion of over 1,100 basis points [17] Business Line Data and Key Metrics Changes - Tubular Segments generated $6.9 million in revenue, down slightly year over year, but gross margin increased from 12.3% to 24.8%, with adjusted EBITDA rising nearly five times to $1.3 million [6] - Specialty Chemicals segment revenue declined year over year to $17.8 million, but gross profit increased by $2.1 million, rising from $1.6 million to $3.7 million, a 131% improvement, with gross margin expanding from 7.6% to 21% [9] Market Data and Key Metrics Changes - Average daily trading volume increased to approximately 63,000 shares in Q1 2025, a 60% lift compared to Q1 2024, indicating growing market interest [13] Company Strategy and Development Direction - The company is focused on strategic repositioning, actively choosing to exit low-margin business in favor of higher value, more technically demanding opportunities [15][16] - The goal for the Specialty Chemicals segment is to shift from a 75% commodity and 25% blended mix to a 60% and 40% mix by the end of 2025, aiming for a more balanced portfolio [35] Management's Comments on Operating Environment and Future Outlook - Management noted that while there are signs of improvement, demand remains soft, and they are still evaluating options to monetize the value of their assets [28][29] - The company is not ready to provide forward-looking guidance for 2025, as they are still stabilizing their operations [30][31] Other Important Information - The company ended the quarter with $14.3 million in cash and no debt before the divestiture of Bristol assets for $45 million, providing significant flexibility for capital deployment [21][22] - The company repurchased approximately 17,000 shares at an average price of $12.73, reinforcing confidence in intrinsic value and long-term fundamentals [21] Q&A Session Summary Question: Comments on the ASTI business and its attractiveness as a target - Management indicated that while there are additional looks due to tariffs, demand remains incredibly soft, and the market conditions have not materially changed [28] Question: Possibility of selling ASTI in 2025 - Management confirmed they are always evaluating options to monetize the value of all assets [29] Question: Guidance for profitability in chemicals - Management stated it is premature to provide guidance as they are still stabilizing operations [30][31] Question: Growth plans for chemicals by 2026 - Management expects to see some growth in the second half of the year, with a more compelling top line anticipated in 2026 [33] Question: Capacity and CapEx for growth - Management confirmed that growth can be achieved with existing capacity and minimal CapEx, with a run rate of $1 to $3 million per year [36] Question: Stock buyback limitations - Management explained that the buyback was executed within the confines of the existing program, and optionality has increased post-Bristol sale [37] Question: Perception of stock valuation - Management expressed the opinion that the stock remains undervalued at current levels [38]

Summary of Key Points from the Conference Call Industry Overview - The report focuses on the **Multi-Industrials** sector in the **USA** and includes insights on global manufacturing indicators [1][2]. Core Insights - **Sentiment Indicators**: There has been a decline in sentiment indicators, indicating a high level of uncertainty among companies. Despite this, many companies reported better-than-expected results for the first quarter [2][4]. - **Tariff-Related Uncertainty**: Companies highlighted concerns regarding tariffs, which have led to limited pre-buying activity. Management teams are looking to mitigate the impact of tariffs through pricing and operational strategies [2][4]. - **Manufacturing Activity**: Hard data suggests solid manufacturing activity, while soft data indicates worsening manufacturing conditions. The ISM manufacturing PMI has shown contraction for two consecutive months, with a decline in the index for the fourth straight month [3][4][17]. - **Future Confidence**: Future confidence among manufacturers has dropped to its lowest levels since June 2024, primarily due to supply disruptions and tariff-related cost concerns [2][4]. Key Data Points - **Manufacturing PMI**: The April ISM manufacturing PMI declined by 0.3 points month-over-month (M/M) [8][49]. - **S&P US Manufacturing PMI**: Remained flat at 50.2 in April, indicating stagnation in manufacturing activity [8][17]. - **Production Trends**: Production has fallen for two consecutive months, attributed to tariffs and rising uncertainty affecting export orders and customer spending [2][4]. - **Inventory Levels**: Increased inventory levels suggest a temporary strategy to avoid tariffs [2][4]. Regional Insights - **New York Manufacturing**: Current business activity index increased by 12 points M/M, while future business activity index declined by 20 points M/M [65]. - **Kansas City Manufacturing**: Current and future business activity declined by 2 points and 4 points M/M, respectively [68]. - **Richmond Manufacturing**: Current and future business activity indexes decreased by 9 points and 15 points M/M, respectively [59]. Global Context - **China's Manufacturing**: The official China PMI declined by 1.4 points M/M, indicating contraction in output and orders. The Caixin PMI also fell by 0.8 points to 50.4, reflecting a slowdown in export orders [17][74]. - **Eurozone Manufacturing**: The Eurozone PMI remained in contraction, but the rate of decline moderated, with factory production increasing for the second consecutive month [17][18]. Additional Observations - **Investment in Manufacturing**: China's investment in manufacturing fixed assets increased by 9.2% year-over-year (Y/Y) [70]. - **Industrial Confidence**: The EU industrial confidence indicator declined by 0.3 points M/M, reflecting ongoing challenges in the manufacturing sector [82][84]. This summary encapsulates the critical insights and data points from the conference call, providing a comprehensive overview of the current state of the Multi-Industrials sector and its challenges.

Group 1 - The conference showcased the integration of AI in education, healthcare, and industrial sectors, emphasizing personalized learning and improved diagnostic capabilities [1][2] - Hefei Zhongke Junda Vision Technology Co., Ltd. launched a domestically produced ultra-high-speed camera, marking a significant milestone in technological innovation and supporting digital transformation in industrial enterprises [1] - The event highlighted the deep integration of traditional Chinese medicine with modern technology, showcasing the "preventive treatment" concept enhanced by digitalization and intelligence [2] Group 2 - Anhui has accelerated its digital transformation, achieving significant results in manufacturing digitization, with 59.1% of large-scale enterprises completing digital upgrades and over 1 million devices connected to industrial internet platforms [2] - The conference brought together innovations in AI, digital economy, new energy, and biomedicine, positioning Anhui as a key hub for technological innovation and new industries [3] - Anhui's development strategy focuses on "digital empowerment of industries and brand-driven value," aiming to enhance the influence of "Anhui brands" on a global scale [3]

Financial Data and Key Metrics Changes - Revenue for Q1 2025 was $61 million, a decrease of 21.4% year-over-year, primarily due to lower demand in the medium and heavy-duty truck vertical and powersports [11][12] - Gross margin expanded to 19.2%, up 220 basis points year-over-year and 340 basis points sequentially, driven by a favorable product mix and operational efficiencies [11][12] - Adjusted EBITDA margin was 11.7%, an improvement from 11.2% in the previous year [15] - Net income for Q1 was $2.2 million, or diluted EPS of $0.25, compared to $3.8 million or diluted EPS of $0.43 in the same period last year [14] Business Line Data and Key Metrics Changes - The company secured over $15 million in annual new business, including $10 million in the building products sector and $5 million in the electric vehicle battery sector [8][10] - The building products sector is expected to generate approximately $5 million in revenue in 2025, with demand beginning in Q2 [8] - The electric vehicle battery program represents the second engagement with a customer, showcasing the effectiveness of customer-focused strategies [10] Market Data and Key Metrics Changes - Sales were down primarily due to lower demand in the medium and heavy-duty truck market, offset somewhat by growth in building products [11][12] - The company expects revenues for the first half of 2025 to decline between 10-15%, a revision from previous guidance of a 5-10% decline [18] Company Strategy and Development Direction - The company's strategy for 2025 focuses on investing for growth, particularly in proprietary sheet molding compound (SMC) capabilities [8][10] - The company aims to leverage its production capacity to generate annual revenues of at least $450 million [16] - The capital allocation strategy emphasizes organic and inorganic growth through acquisitions, managing debt, and share repurchases [17] Management's Comments on Operating Environment and Future Outlook - Management acknowledged macroeconomic uncertainties affecting global manufacturing but expressed confidence in the company's ability to execute and capitalize on opportunities [7][22] - The company is monitoring global trade dynamics and potential regulatory changes, particularly regarding the EPA's 2027 rule [21][22] - Despite uncertainties, management believes gross margins can be maintained in the 17% to 19% range for the full year [22] Other Important Information - The company repurchased approximately 63,000 shares at an average price of $14.5 during the first quarter [17] - As of March 31, 2025, the company had a strong liquidity position of $94.5 million, including $44.5 million in cash [15][16] Q&A Session Summary Question: Insights on new business growth and SMC capacity - Management expressed excitement about SMC, highlighting its potential in the construction industry and the shorter quote-to-cash cycle [28][29] Question: Advantages of US and Mexico footprint - Management confirmed that having production capacity in both the US and Mexico positions the company well to capitalize on opportunities as manufacturing returns domestically [34][35] Question: Updates on new markets like medical and turf protection - Management reported ongoing success in turf protection and medical markets, with products already in production and further opportunities being explored [36][37] Question: Details on large press upgrades - Management is evaluating upgrades to older presses to enhance speed and efficiency through modern technology [39][40] Question: Thoughts on acquisition valuations - Management noted that acquisition multiples are currently between six and seven, indicating a competitive landscape for potential acquisitions [47]

Financial Data and Key Metrics Changes - The company reported net sales of $105.7 million for Q1 2025, a decline of $15.5 million compared to the same period last year [43] - Adjusted gross margins were 16.9%, with adjusted EBITDA at $10.6 million, down from $11.3 million year-over-year [15][44] - Adjusted operating income was $2 million, an increase of $2.7 million quarter-on-quarter [16][44] - Working capital was $84.8 million, down $4.6 million year-on-year, representing 19.1% of trailing twelve-month sales [17][38] Business Line Data and Key Metrics Changes - In the Power Solutions segment, net sales were $43.5 million, down from $48.2 million, primarily due to the impact of the Lubbock facility and unfavorable foreign exchange [44] - The Mobile Solutions segment reported net sales of $62.2 million, down from $73.1 million, affected by rationalized business and lower automotive volumes [46] - Adjusted EBITDA in the Mobile Solutions segment was $8.1 million, down $500,000 from the previous year [48] Market Data and Key Metrics Changes - The company noted a flat sequential sales performance and flat year-over-year sales on a pro forma basis, attributed to a successful new business program [6][14] - The automotive market is experiencing a shift towards hybrid vehicles, which is seen as beneficial for the company as it allows for a larger available market [60] Company Strategy and Development Direction - The company is focusing on a "Profitable Immediate Growth Strategy" (PIGS) to ramp up immediate business, with 120 programs worth $55 million in annualized sales [7][8] - A significant transformation plan is underway, with approximately 70% completion, aimed at enhancing leadership and addressing underperforming areas [19][21] - The company is optimistic about both 2025 and long-term goals, with a focus on leveraging existing capacity while selectively adding new assets [12][13] Management's Comments on Operating Environment and Future Outlook - Management acknowledged increased business uncertainty and lighter sales in Q1, particularly in the global automotive sector [5] - The company reaffirmed its guidance for adjusted EBITDA in the range of $53 million to $63 million for the full year of 2025, despite current economic uncertainties [50] - Free cash flow guidance was initiated at $14 million to $16 million for the year, reflecting cost reduction actions and improved margin capture [51] Other Important Information - The company has a robust pipeline of new business opportunities, with $740 million in potential projects, indicating strong future growth prospects [29] - The operational team has achieved a 16.1% reduction in total headcount since Q2 2023, contributing to improved adjusted EBITDA per salaried headcount [35][36] Q&A Session Summary Question: Can you provide more detail on tariff-related RFQs? - Management noted increased activity in reshoring opportunities from Canada and China, primarily in the automotive sector, with a mix of new capital and reuse of existing capital [56][59] Question: How is the automotive market changing your new business opportunities? - The shift towards hybrid vehicles is seen as beneficial, allowing the company to utilize legacy assets while entering new markets for EV components [60][61] Question: Can you elaborate on the $55 million in new business wins and the $740 million pipeline? - Immediate ramp-up programs typically have a 3 to 6 month lag before impacting revenue, with a significant portion expected in the second half of the year [66][68] Question: Is the $15 million cost savings expected to be evenly distributed throughout the year? - Most of the cost savings are expected to be evenly distributed, with some back-end loading [72] Question: Are there any more plant closures expected? - There are two additional plants under evaluation for potential closure, but no firm plans have been established yet [73] Question: Does the free cash flow guidance include the CARES Act refund? - Yes, the free cash flow guidance includes approximately $12.4 million from the CARES Act [79]

Financial Data and Key Metrics Changes - Acacia recorded total revenue of $124.4 million during the first quarter, a significant increase compared to the previous year [21] - The company reported first quarter GAAP operating income of $38.3 million, compared to a GAAP operating loss of $2.1 million in the same quarter last year [24] - GAAP net income attributable to Acacia was $24.3 million or $0.25 per share, compared to a net loss of $200,000 or $0 per share in the prior year period [25] Business Line Data and Key Metrics Changes - Energy operations generated $18.3 million in revenue for the quarter, compared to $1.9 million in the same quarter last year [21] - Manufacturing operations generated $28.5 million in revenue, while industrial operations generated $7.7 million, a slight decrease from $8.8 million in the same quarter last year [22] - Intellectual property operations generated $69.9 million in licensing and other revenue, compared to $13.6 million in the same quarter last year, primarily due to a large settlement [23] Market Data and Key Metrics Changes - The company has hedged over 70% of its production through the end of 2027, providing price protection and greater cash flow predictability [11] - Approximately 51% of Benchmark's last twelve months revenue and 78% of production was driven by gas and natural gas liquids, which have remained resilient despite recent market volatility [11] Company Strategy and Development Direction - Acacia's strategy focuses on acquiring and building businesses with stable long-term cash flow generation and scalability [6] - The company is actively exploring strategic acquisitions and organic growth initiatives across its verticals, particularly in energy and industrial sectors [28] - Management is evaluating opportunities in the mature technology sector, aiming to enhance the value of its intellectual property portfolio [35] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in Acacia's resilience amid macroeconomic uncertainties and believes the current environment presents compelling opportunities [28] - The company is optimistic about the long-term growth potential of its Deflecto business and is implementing initiatives to optimize operations [15] - Management highlighted the importance of disciplined cost management and operational excellence in navigating volatile market conditions [16] Other Important Information - Total consolidated G&A expense was $17.3 million during the first quarter, an increase from $12.5 million in the same quarter last year, primarily due to the addition of Deflecto [23] - Cash, cash equivalents, and equity securities at fair value totaled $290 million as of March 31, 2025, compared to $297 million at December 31, 2024 [26] Q&A Session Summary Question: Can you detail the total winnings from the WiFi portfolio? - Management indicated that since Q1 2023, approximately $178 million has been generated from the WiFi assets, with more value expected in the portfolio [33] Question: Are you seeing prices coming down in M&A? - Management confirmed they are looking at opportunities in energy, industrials, and mature technology, with a focus on assets that can be improved through operational efficiencies [35][36] Question: What is the calculus on protecting tax attributes versus share buybacks? - Management completed a $20 million buyback and is monitoring tax attributes to determine the optimal time for further buybacks [41] Question: Will the recent settlement pressure the defendant in the $37 million judgment case to settle sooner? - Management expressed hope that the recent settlement would encourage a quicker resolution, but could not provide a definitive answer [50]