Summary of Gibraltar Industries Conference Call on Acquisition of OmniMax International Company and Industry - **Company**: Gibraltar Industries (NasdaqGS: ROCK) - **Acquisition Target**: OmniMax International - **Industry**: Residential roofing accessories and rainware management Key Points and Arguments 1. **Acquisition Details**: Gibraltar announced the acquisition of OmniMax International for $1.335 billion in cash, representing an effective multiple of 8.4 times based on expected 2025 adjusted EBITDA contribution [5][9] 2. **Strategic Rationale**: - The acquisition optimizes Gibraltar's asset portfolio and expands its presence in the highly profitable residential segment [6][21] - It effectively doubles building products revenue, creating a more optimal platform for future performance [6][21] - Unlocks new opportunities in existing product categories and markets, supported by a strong management team and extensive product portfolio [6][21] - Expected to be immediately accretive to adjusted EBITDA margin and adjusted EPS in the first fiscal year post-close [6][21] - Aims to deliver strong cash flow with a clear path to deleveraging within 24 months, targeting $35 million in cost synergies [7][21] 3. **Financial Projections**: - Expected adjusted consolidated revenue of the combined company to exceed $1.7 billion for 2025, with adjusted EBITDA projected at over $300 million [9][18] - Anticipated cash tax benefits of approximately $100 million [9][10] - Deleveraging from a leverage level of 3.7 times at closing to 2.0-2.5 times within 24 months [11][20] 4. **Market Dynamics**: - The addressable market for roofing accessories and rainware management exceeds $9 billion, with 80-85% of demand driven by repairs due to aging homes and weather events [12][12] - The industry is characterized by fragmentation due to localized building codes and the role of independent contractors [12][12] 5. **OmniMax Overview**: - OmniMax is expected to generate adjusted net sales of $565 million and adjusted EBITDA of $110 million in 2025 [16][18] - 60% of OmniMax's revenue comes from roofing accessories, while 40% is from rainware management, a category where Gibraltar has limited participation [16][18] 6. **Synergy Plans**: - Gibraltar plans to achieve $35 million in cost synergies by the end of year three post-close, with approximately 50% expected in the first year [10][19] - Synergies will primarily come from logistics, supply chain, SG&A, and 80/20 savings [10][19] 7. **Geographic Expansion**: - The acquisition allows Gibraltar to enter new markets, particularly in the Northeast and Southwest regions of the U.S., where OmniMax has a strong presence [38][38] 8. **Integration Strategy**: - A full-time integration office will be established to drive synergy realization and ensure a disciplined approach to the integration process [40][40] Other Important Content - **Forward-Looking Statements**: The call included forward-looking statements subject to risks and uncertainties, cautioning against undue reliance on such statements [3][4] - **Non-GAAP Financial Measures**: The call referenced non-GAAP financial measures, emphasizing that these should not be considered in isolation from GAAP financial information [4][4] - **Market Conditions**: The historical growth of OmniMax has been relatively flat due to market conditions, but the combined entity is expected to capitalize on growth opportunities moving forward [29][29] This summary encapsulates the key points discussed during the conference call regarding the acquisition of OmniMax International by Gibraltar Industries, highlighting the strategic rationale, financial implications, and market dynamics involved.

Financial Data and Key Metrics Changes - The company reported a 14% adjusted sales growth in Q2 2025, driven by contributions from acquired metal roofing and structures businesses [8] - Adjusted operating income and EBITDA margin were 14.5% and 17.8% respectively, with adjusted EPS increasing by 11% year-over-year [9] - Free cash flow generation expanded to 8% of sales, with a target of 10% for 2025 [24][29] Business Line Data and Key Metrics Changes - Residential segment adjusted net sales increased by $18.8 million or 8.9%, primarily due to the metal roofing business acquisition [11] - AgTech net sales growth was supported by the acquisition of Lane Supply, with backlog increasing by 71% [17] - Infrastructure net sales increased by $400,000 or 1.6%, with backlog also increasing by 3% [23] Market Data and Key Metrics Changes - The residential market remains soft, with housing affordability and interest rates impacting new and existing home sales [13] - Retail point of sale results for roofing accessories were down between 5-6%, while building accessories were up 2.3% [14] - The AgTech backlog increased by 33% on an organic basis, indicating strong future revenue trends [17] Company Strategy and Development Direction - The company is strategically shifting focus to Building Products and Structures businesses, simplifying its portfolio by classifying the Renewables segment as discontinued operations [5][6] - The company aims to achieve stronger growth and margin expansion by concentrating resources on attractive markets with long runways for value creation [6][7] - The company plans to continue investing in organic growth and explore M&A opportunities, particularly in the building products segment [25] Management's Comments on Operating Environment and Future Outlook - Management expects overall demand to remain consistent with market conditions, focusing on driving participation gains and local market expansions [27] - The company is confident in managing the dynamic tariff environment and does not anticipate significant impacts from tariffs or inflation [52] - Management expressed optimism about the infrastructure business due to ongoing bipartisan efforts for additional funding [81] Other Important Information - The company has $200 million remaining under its current stock repurchase authorization [26] - The sale process for the renewables business is active, with expectations to close by year-end [38] Q&A Session Summary Question: Revenue contribution from metal roofing acquisitions - The residential segment was essentially flat, down less than 1% organically, with growth driven by metal roofing [35][37] Question: Update on the divestiture of the renewables business - The process is active, with discussions ongoing and hopes to close the sale by year-end [38] Question: Tax implications of the renewables sale - The transaction is expected to be tax-efficient due to existing carryforwards [46] Question: Price cost management and inventory positioning - The company has a robust model to manage tariffs and does not anticipate significant impacts for the remainder of the year [52] Question: Strategy regarding direct-to-contractor model - The strategy focuses on service and speed, with a direct engagement model for custom solutions [62][66] Question: Turnaround time for contractor orders - The expected turnaround time is within one to three days, depending on the project size [73] Question: Synergies between AgTech and infrastructure segments - There are limited synergies, as both segments operate independently despite some similarities [75]