Enerpac Tool Group Corp.

Thank you for standing by. My name is Carly and I will be your conference operator today. At this time, I would like to welcome everyone to the InterPAC Tool Group Q3 Fiscal 2026 Earnings Conference Calls. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star 1 again. Thank you. I would now like to turn the call over to Darren Kozik, CFO. Please go ahead.

Thank you, Operator. Good morning and thank you for joining us for InterPAC Tool Group's earnings call for the third quarter of fiscal 2026. Joining me on the call today is our President and Chief Executive Officer, Paul Sternlieb. Also joining us is our new Senior Director of Investor Relations, Christian Aude. Christian brings more than 25 years of capital markets experience to Interpac. Most recently, he served as Head of Investor Relations at AdNoc Gas, one of the world's largest energy companies. Earlier in his career, he was a top-ranked institutional investor analyst at Morgan Stanley and Santander. I know you will all enjoy working with him as your primary contact. Christian?

Thanks, Darren. It's great to be here. I look forward to working with all of you. On today's call, we will reference non-GAAP measures. You can find a reconciliation of GAAP to non-GAAP measures in the press release issued yesterday. Our comments will also include forward-looking statements that are subject to risks that could cause actual results to be materially different. Those risks include matters noted in our latest SEC filings. The slides referenced on today's call are available on the investor relations section of the company's website, which you can download and follow along with us. A recording of today's call will also be made available on our website. Now I'll turn it over to our CEO, Paul.

Thanks, Christian, and welcome to the team. There was a lot to be pleased about in the third quarter of fiscal 2026. Last quarter, we said we expected to capture mid-single-digit growth in our product business and generate improving trends in our service operations. I'm very pleased to say that we delivered on that plan, albeit with a greater than anticipated headwind from the protracted conflict in the Middle East. But more on that in a few minutes. Clearly, the major news, which we announced yesterday afternoon, is that we have signed a definitive agreement to acquire a Specialized Fabrication Equipment Group, or SFE Group, which we expect to close in the first quarter of fiscal 2027, subject to regulatory approvals and customary closing conditions. If I can step back a moment, over the past several years, we have communicated that M&A is a key aspect of Enerpac's overall growth strategy. We have also emphasized the disciplined nature of our process, ensuring that any transactions meet our strategic and financial objectives and create shareholder value. At the same time, we have been clear about our pursuit of high-quality assets that boast premium brands and strong margins, similar to Interpac. With SFE Group, we believe we have found a company that meets or exceeds all of these criteria. As shown on slide 5, SFE Group is a leading global provider of specialized fabrication and industrial tool solutions for critical industries. Like Enerpac, that dates its brands back to 1959, SFE Group is comprised of complementary, market-leading brands, the oldest dating back to 1936. Today, SFE Group offers products across three categories. Pipe Beveling and On-Site Machining, Orbital Welding and Cutting, and Tools and Lifting Equipment. Importantly, as shown on slides 6 and 7, the acquisition of SFE Group will expand and strengthen our position in attractive, high-growth verticals, including defense, power generation, and semiconductors and data centers. With SFE Group's reputation for quality, durability, reliability, and innovation, we believe the acquisition will enhance our portfolio and create additional opportunities to leverage our global scale, distribution network, and technical and applications expertise. And with the addition of SFE Group, we will also expand Interpac's addressable market by approximately $1 billion. raising our total, Sam, from roughly $4.5 billion to $5.5 billion. The addition of SFE Group will also bring a seasoned and talented management team. In addition to their manufacturing, operations, and commercial expertise, they have a demonstrated record of successful acquisitions and integrations, a skill that will aid Interpac in the future as we continue on our growth trajectory. At the same time, We believe Interpac can add value to their growth and capture revenue synergies. Presently, approximately 70% of SFE group sales are in the U.S. As such, we see an opportunity to leverage our international distribution and accelerate international expansion. And that is just the beginning as we can utilize Interpac's U.S. national account relationships to further drive penetration. These are just two examples of the accelerated growth we believe that we can achieve together. Additionally, we expect to achieve key cost synergies over time, which Darren will elaborate on a bit further. Let me turn the call over to Darren to discuss some additional financial aspects of the acquisition.

Thanks Paul. As shown on slide 8, SFE Group generated trailing 12-month sales through March 31, 2026 of approximately $170 million and adjusted EBITDA of approximately $44 million. With a purchase price of approximately $472 million, that translates to a multiple of 10.6 times trailing adjusted EBITDA. We intend to fund the acquisition through a combination of borrowings under our revolving credit facility and the activation of approximately $225 million under the accordion feature of our senior credit agreement. We have maintained a conservative balance sheet, and this transaction reflects the disciplined deployment of that financial flexibility. Upon closing the acquisition, Interpac's net debt leverage will be approximately 2.8 times adjusted EBITDA. Based on our expected cash flow generation of the combined Enerpac and SFE Group businesses, we anticipate reducing leverage to approximately 2.2 times within 12 months after closing, with most of the reduction in the back half of fiscal 2027. That will put us well within our target range of 1.5 to 2.5 times leverage. We expect the acquisition to be accretive to adjusted EPS in fiscal 2027. We have modeled the near-term assuming minimal cost synergies as we view SAP Group as a strong standalone business. As such, our return expectations are based on the quality of the business, its growth potential, and future revenue synergies rather than near-term cost reduction opportunities. That said, we do see upside to our already strong return expectations as we capture cost synergies over time from our combined scale and the structures we have established at Enerpac. through the execution of our Ascend Transformation Program and our Powering Interpac Performance, or PEP, Continuous Improvement Program. More specifically, we believe there are opportunities to leverage portions of our existing human resources, IT, and finance infrastructure. At the same time, we expect to make targeted investments in systems, controls, and reporting capabilities as we transition SFE into the Interpac operating model and public company environment. All together, by year three, we anticipate adjusted EBITDA synergies of $4 to $6 million based on our expected revenue and cost synergies. Overall, we believe acquisition represents an attractive use of capital enabling us to add meaningful scale with the addition of a high quality business with strong margins, compelling growth characteristics, and opportunities to create additional value over time. We currently anticipate closing the acquisition during the first quarter of fiscal 2027, subject to regulatory approvals and customary closing conditions. Now, let me switch gears and make a few brief comments about our third quarter, starting with slide 10. For the third quarter, IT&S product sales increased 5% organically. Strong product sales were partially offset by a decline of 8% in the IT&S services business. But as you may recall, last quarter we announced actions to address a market slowdown in the service business in the EMEA region. We also announced a new five-year service contract that we signed with a major UK North Sea oil and gas company. Aided by the initial benefits of both, our service business improved sequentially with a 17% gain in revenue and better profitability quarter over quarter. Perfecting progress as we pursue our strategic transition toward higher margin service business and profitable growth objectives. At Cortland, shown in the other segment, we continue to deliver strong organic growth of 25% in the third quarter due to our ongoing success generating new customers and projects. Turning to slide 11, which shows organic growth performance by geography, IT&S revenue in the Americas grew 6% year over year. Within that, product revenue increased 10% in the region. While the strength was broad-based, as Paul will discuss, the standout end market was power generation, which includes our heavy lifting technology business, or HLT, which specializes in heavy lifting and moving solutions for the build out of data centers and infrastructure. Revenue in the Asia Pacific region, which is flat, was impacted by the conflict in the In the oil and gas sector, refineries have delayed shutdowns in order to maximize production, which resulted in orders being pushed out. More broadly, higher inflation is causing our end customers to look for ways to economize by delaying purchases. However, within the APAC region, Australia, Japan, and South Korea were strong. Turning to the EMEA region, third quarter revenue in the region was flat as the gains in product revenue was offset by a decline in service revenue. Of note, performance in the EMEA region was also impacted by the ongoing conflict in the Middle East. As of last quarter's call, we were only two weeks into the conflict. Given its protracted nature, the impact has been greater than anticipated. While difficult to estimate an exact amount, we are specifically aware of a $3 million service project for a long-term customer that was scheduled for the third quarter but delayed due to the conflict. in addition to other customer delays and impacted shipments in the region resulted in a higher than expected headwind in the quarter. Overall, given the fluid nature of the situation in the Middle East, we're expecting a similar environment in the fourth quarter, but hope to see a return to more normal flow in the first half of fiscal 2027. Turning to slide 12, overall, as Paul mentioned, we executed the operational levers that we laid out last quarter. In addition, we recognized a $6 million net benefit from the expected refund of the IEPA tariffs. Excluding the benefit of the tariff recovery, gross margins were negatively impacted by MIX, given the higher growth rate of our heavy lifting technology, our HLT business, and continued dilution from our service business. Adjusted SG&A expense was higher, up 90 basis points as a percent of revenue. We continued to invest in the business for Thank you for joining us. and more. We have adjusted our full year guidance. The delay in service revenue in the Middle East due to the ongoing conflict has an outsized impact on margins, given the high fixed cost nature of the business. Additionally, we expect a margin impact driven by mix given the higher growth of our HLT business, which carries slightly lower margins. As shown in slide 13, we now anticipate organic growth of 1% to 2% for the full year fiscal 2026, and we are getting to adjusted EBITDA of $151 to $156 million, and adjusted earnings per share of $1.84 to $1.89. Given the strong cash flow performance to date, our free cash flow guidance remains unchanged.

With that, let me turn it back to Paul. Thanks, Darren. As Darren said and illustrated on slide 14, the power generation vertical has been a source of particular strength for Enerpac's HLT business in the Americas region. We have benefited from proactive engagement with existing customers. We have also launched a campaign targeting data center customers. These marketing initiatives have resulted in strong commercial activity, a growing funnel, and an expanding backlog. as we promote the application of our mission critical moving systems to data center build outs and to those manufacturers making equipment in support of data centers. And as I mentioned earlier, the addition of SFE Group will provide even greater exposure to the attractive power generation and data center and markets. SFE Group offers an extensive range of standard and customized solutions to ensure reliable performance and support critical operations in the power generation industry, including renewables and nuclear power. We also expect SFE Group to continue to generate meaningful sales in the data center market where piping and tubing are critical components of the cooling infrastructure. At the beginning of the call, I also mentioned Interpac's strong position in the growing defense market. As such, I am pleased to announce that we just signed a contract with a major European military contractor for nearly $5 million to provide specialized lifting systems that support maintenance activities on a key vehicle. We expect to ship the vast majority of that project in fiscal 2027. Another aspect that makes SFE Group such a good fit for Enerpac is our shared culture of innovation. At Enerpac, We are pleased with the accelerated pace of innovation this year and the market's reception to our recent product introductions as we continue to commercialize these launches. As shown on slide 15, our new LU series lightweight torque wrench pump, a portable pump for intermittent duty bolting applications, is a natural extension of our existing portfolio, addressing a sizable recurring applications opportunity. Moreover, Like our other new products, we believe its design, features, and high reliability support Enerpac's premium market position. We are also excited about the launch of the Dual Machine Skate Set, our first integrated solution combining our heavy lifting technology with DTA's moving and positioning technology. This system is purpose-built for in-factory movement of high value Prefabricated Data Center Modules and further strengthens our end-to-end heavy lifting and positioning portfolio spanning lift, jack, support, and controlled transport solutions. We have now introduced eight new products to date in fiscal 2026 and are on track to deliver 10 for the full year, double the pace we achieved in fiscal 2025. Looking ahead, As outlined on slide 16, we believe Interpac can continue to capture mid-single digit growth in our product business, given our position in attractive verticals and geographies, complemented by the success of our innovation program. Meanwhile, the service business continues to improve in terms of growth and margins. and when the Middle East conflict resides, we do see an opportunity to support rebuilding efforts through both our product and service businesses. Finally, as you saw, we continue to generate strong cash flow and remain effective stewards of capital. Before we open the call to your questions, I'd like to take this opportunity to let everyone at SFE Group know just how excited we are to have them join the Interpac team. We believe that our shared commitment to customers, quality, innovation, and operational excellence combined with shared cultural values makes us a natural fit as we combine our complementary products to enhance our position as a premier industrial solutions provider. With that, we'd be happy to take questions.

At this time, if you would like to ask a question, press star followed by the number one on your telephone keypad. We'll pause for a moment to compile the Q&A roster. Your first question comes from Will Gilday with CJS Securities.

Good morning, Paul and Darren, and congrats on the acquisition.

Morning, Will.

Thank you. Can you talk a little more about what you like about the company, what's attractive, and it would also be helpful to know what the organic profile has looked like at SFB over the past few years and where it can go with revenue synergies and your global distribution network.

Yeah, no, we'd be happy to. Thanks again for the question. Look, we're extremely excited about this acquisition. As we highlighted in the prepared remarks, SFE is a business that has premium products and margins, much like Interpac's positioning in the marketplace. It has the ability to drive strong growth, we believe, both organically and inorganically. In fact, its organic growth has been in the high single digits or better in recent years. So we're extremely pleased with the performance of the underlying business. It has exposure to higher growth and markets and geographies, as we talked about. and really a complimentary position that expands our addressable market by about a billion dollars. It also, by the way, comes with an extremely strong management team who will stay on and become part of the Interpac Tool Group team here. So we're super excited in terms of the talent addition that it brings here at Interpac. And then also, as we talked about, both opportunities on revenue and cost synergies over time. I think on the top line, Our view is we certainly can leverage Interpac's international distributor network in our relationship with key national accounts. But also, SFE has access to other channels that Interpac is underpenetrated in today. So I think it really does go both ways. And then as we talked about, or Darren mentioned, I think early on, cost synergies may be limited as we lean more into the integration, bringing it up to public company standards and driving more on the top line. But we do over time certainly see opportunities for operational synergies in terms of HR, IT, finance, and also frankly, sourcing synergies, which we think may be some more low-hanging fruit. So all in all, we're just super excited. We've been taking our time diligently to explore opportunities in the marketplace. And we believe this is really for us, you know, an extremely great fit.

And Will, you know, I just add is, you know, you look at the business that Paul described and that we saw through diligence, it is a high quality business that we think we got an attractive valuation. So we're very happy to bring the SFE group into the family because we think it'll propel growth from the forward in the future.

And by the way, we're looking forward to the CJS conference tomorrow. in White Plains so we can share more.

Yep. Yeah, we're looking forward to having you there. And thank you so much for the color. So that, you know, 10 times even a multiple for that very attractive business is pretty reasonable. Was it a competitive process? Just curious why the multiple wasn't somewhat higher or their near term macro or other headwinds or anything like that that we should be thinking about?

Yeah, this was completely proprietary, Will, not in a process at all. In fact, the business wasn't, you know, planning to sell at all. The owner, Gladstone, is sort of effectively an evergreen fund, so they don't have any sort of near-term needs to sell. And, you know, I think we just got together and, you know, were able to strike a deal that was, you know, meaningful for both parties and make it work. And so, As Darren referenced, we think it's an attractive valuation, certainly at a multiple below where Interpac is trading, frankly. And so overall, I think it was a great deal all around.

That's great. That's very exciting and looking forward to seeing you all tomorrow. Thank you. Thank you. Thanks, Will.

Your next question is from Tom Hayes with Roth Capital Partners.

Hey, good morning, guys. Thanks for taking my questions. Darren, maybe first on guidance, maybe spread a little bit more color on, you know, the rationale for some of the changes, key drivers, and just kind of along those lines. Are there any transaction costs from the SFE transaction in the fourth quarter? Should we expect anything?

Great question, Tom. So I think where we sit today, As we look at the business for the last couple of quarters, we're very proud of the mid-single digit product growth. That's been the strength over the last couple of quarters. It's been our service business. We've talked about that the last few quarters. That is slightly dilutive to the overall portfolio. And obviously, we've been trying to reposition that business. We put on top of that the conflict in the Middle East. That's been a drag on earnings. So as we look at Q4, as we look at the total year guide, Q4 looks candidly very similar to Q3, albeit we won't have the tariff recovery to help the margin rate out. So, you know, we're thinking about Q4 in the same lens candidly as Q3. A little single-digit growth, even a margin in 23-24 range at the midpoint. Okay. You know, so as you kind of step back, that's where we are today. Now, from a transaction perspective, what we will do is that is not in the guide. We will carve out those costs. You know, we'll tend to look at adjusted EBITDA, excluding M&A costs and anything and other non-cash acquisition charges going forward. But we'll share more on that in the future.

Yeah, and you will see in our queue, we did, of course, have some charges for this transaction in Q3 and there will be some all through in Q4 as well.

Okay. And then maybe shifting gears a little bit to the product side, and I know we had a chance to see some of your new products at ConExpo earlier this year, but maybe just kind of Let's dive in a little bit more on the data center opportunity. You had mentioned it in your prepared remarks, just kind of where you see InterPAC finding a niche there. And also, how does maybe the SFE kind of extend that further?

Yeah, no, happy to, Tom. Look, I mean, while it's certainly small today, we do see it as an outsized growth opportunity for us. And we referenced that in our prepared remarks. First off, for HLT specifically, and it's in the slide deck, I think on slide 14. You know, we've built, we've seen nice growth and built a nice backlog there. And we do see a lot of that driven through either data center or data center related activity. What I'd highlight mostly is, you know, our products aren't going maybe directly into a data center, meaning our customers aren't hyperscalers themselves per se. More often they're manufacturers that are making and many more. So we are really pleased with the progress there. As we talked about, we've launched some specific marketing campaigns focused at the data center market. And then also as we referenced on the prepared remarks, We did just launch our new battery-powered dual machine skate set. And that's pretty exciting for us because now that we've owned DTA for about a year and a half, we've been able to leverage some of the technology that that team has developed and actually integrated into our HLT solutions. So some of the early technology synergies that we had hypothesized are really coming to the fore at this point. and that solution allows for very precise movement of prefabricated data center modules. And so again, small to start, but really good growth prospects in those markets given our products and what they can help our customers do.

Great, appreciate the color. I'll jump back in the queue. Thank you. Thanks, Tom.

Your next question is from Ross Sparenbleck with William Blair.

Hey, good morning, gentlemen. Morning.

Morning.

Congrats on the acquisition this morning.

Maybe just kick it off there.

Yeah. Can we maybe just, you know, speak to the competitive landscape? Sounds like they're 15, 20 percent of their own TAM. Just any other competitors to be aware of?

Yeah, it's I would say, Ross, like like Interpac, it's it's a fairly large and fairly fragmented market. for most of what SFE does. They are, I would say either market leader or in top two or three positions in the market. That's probably more true in the Americas given their weighting in this geography, which obviously is one of the reasons we're excited about the revenue synergies and our ability to help them grow more internationally. But their set of brands are very premium position brands. and enjoy, you know, really nice share of the market today. But again, you know, there is a whole host of sort of fragmented competitors, which, by the way, over time may present additional, you know, inorganic growth opportunities. One of the things that we also liked as we talked about regarding SFB has been their ability to grow inorganically. And they've added on a number of businesses and brands over the years that Gladstone has owned them. and that they actually come with a funnel of other opportunities as well. So in time, I think that will help boost our own corporate development opportunities here.

Okay. I'm just trying to get a sense if there's anybody else that really stands out as being, you know, the dominant provider across any one of these end markets. And if you look back the last, you know, five years or so, do you get the sense that they're organically taking share or just kind of growing with the market? And if they are, what is it in that strategy? You know, has it been geographic or more just and more.

Our view is that they have been taking share over the last few years. I think they've been excelling in terms of commercial execution in the marketplace, some of the innovation that they've launched as well. And I think the combination of those things has really allowed them to effectively grow faster than the market is our view.

Okay, that's good to hear. And then just thinking about kind of their in-market exposure to PowerGen infrastructure versus Interpac, you know, have you seen Those in markets grow and then maybe just the ability to leverage that go to market. What would that look like going forward to product portfolios?

Yeah, absolutely. I mean, if you if you look at slide seven, that does break down and market exposure. And again, that was a really attractive element as we evaluated this opportunity with SFB. I mean, they've got fairly extensive exposure on the power gen and energy market. as well as Aero and Military and Defense. So those are markets that are, I think, very attractive with what we believe have long-term really positive fundamentals underlying them. And then, of course, the semiconductor and data center market as well, where they, I would say, have more significant exposure than we do today. I mean, if you step back and think about it at a very high level, basically almost all of SFE's portfolio are tools used for round stuff, for pipes, to make it very simple. Anywhere you need a pipe, you need to cut a pipe, put pipes together, weld pipes, things like that. That is, in essence, what a lot of their tools enable for their customers, obviously with high precision, high quality. And if you think about these end markets, there's a lot of round equipment, round pipes in those markets, especially things like Data Center and semiconductors where they need pipes for cooling. So again, just a really attractive element for us. So, and I think, you know, the combination of the two, you know, gives us more leverage to drive more penetration collectively in those end markets.

Okay. Well, kind of looking at their website, it appears to be more nuclear renewables. When we think about that, you know, 35% energy that's power is in, what is kind of that oil and gas mix?

It's a pretty important element. Yeah, I mean, I think that website I would take sort of just as color. But, you know, the data that we share, I mean, there's a good element in there that is refinery, petrochem related as well. And they do do a fair bit of nuclear, which, as you know, is a good end market here for Enerpac. We even have some specialty product lines dedicated to the nuclear market. So, yeah, they participate in wind as well, like we do. and probably similar exposure to what Interpac has and when today, single digits.

Awesome. That was very helpful. Thank you, guys. I'll jump back to you.

Thank you. Thanks, Ross.

Again, if you would like to ask a question, press star followed by the number one on your telephone keypad. Your next question is from Steve Silver with Argus Research.

Thanks, Operator, and thanks for taking my questions, and congratulations on the deal as well. So the leverage for the company you guys have brought down to 0.5 times through Q3, and you've estimated it going up to about 2.8 at the closing of the deal, and then forecasting a return to about 2.2 times after the end of year one. I'm just curious as to whether those forecasts changes Your views of your capacity, your appetite for additional tuck-in M&A, or are you really focused on bringing your leverage back within the range?

Good question, Steve. So, you know, I would say to give everyone some flavor on S&P Group, their profile, their cash generation profile is very similar to ours, okay? When you look at their business, their CapEx as a percent of revenue runs 1% to 2%, very similar to us. So we're confident in that ability to pay down that debt. to get to our target leverage of one and a half to two and a half. You know, as we look at the next 12 months, that will be a focus, but we will also have access to additional capital to do tuck in M&A or potentially share repo. So we do have options ahead of us and we do have flexibility just given where our leverage will stand.

Yeah. And I would add, Steve, again, as referenced, the team at SFE does actually come with and Eric Chack. Thank you very much.

I'm just curious as what you guys see as the potential risk or the pain points coming out of that conflict, given the fact that the situation does remain so fluid, even like five, six months into this conflict at this point.

As a reminder, the Middle East in our business, it's roughly about 10% of our business or about 60 million. So that's kind of the size of it. As we look at what happened in Q3, we did have one big shutdown that was pushed out, Steve. Obviously, given the news over the last couple of days, there may still be more pushouts. I think as Paul and I look at the Middle East and we think of the opportunity, it's not if, it's when. Okay, you know, that's the lens we're taking. We do think there'll be opportunities for us there in the future. Just with the conflict, it may take time.

Okay, great. And then one more, if I may. The prepared remarks talked about SFE having about 1,400 active distributors. And I know you guys have done quite a bit of work over the last couple of years consolidating your own distributor network. So I'm just curious as to whether there's a lot of overlap there in terms of the distribution network and how you guys plan to... really just consolidate that distribution network post-closings?

Yeah, great question, Steve. I mean, you know, as we get into integration planning, that's certainly a key area of focus on the commercial side of how we leverage the strength of both of our channels, drive accelerated growth for both Interpac and SFB. They've got a really exciting, strong, very extensive distribution channel partner network. There's certainly some overlap with what Interpac does today. But it's like a Venn diagram, right? There are areas where we have a distribution or types of channels that they don't have or aren't as strong in, and there are areas where they have channel partners that traditionally we aren't as strong in. I'll give you an example. The welding channel, given what they do with Axair and some of their other product lines, is a reasonably strong channel for SFE, a channel that Interpac really hasn't traditionally played in. We'll evaluate that at the appropriate time through the commercial organization, but we do think there are some opportunities to leverage the combined scale of the distribution networks.

Great. Thanks so much for taking the questions.

Thank you.

There are no further questions at this time. I'll now turn the call back over to Paul Sternlieb for any closing remarks.

Okay, well, thank you again for joining us on the call this morning. As I mentioned, we will be attending the CJS 26th Annual New Ideas Summer Conference in White Plains tomorrow. So please join us if you're able. Thanks again and have a great day.

Ladies and gentlemen, that concludes today's call. Thank you for joining. You may now disconnect.