Enerpac Tool Group (EPAC) Q3 2026 earnings call transcript

Thank you, operator. Good morning and thank you for joining us for InterPEC Tool Group's earnings call to the third quarter of fiscal 2026. Joining me in the call today is our president and chief executive officer Paul Sternleb. Also joining us is our new senior director of investor relations, Christian Audie. Christian brings more than 25 years of capital markets experience InterPEC. Most recently, he served as head of investor relations at AdKnock 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-gap measures. You can find a reconciliation of gap to non-gap 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 Cecile Pulf.

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 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 Interpac's overall growth strategy. We have also emphasized the discipline 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 both 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 five, SFE Group is a leading global provider of specialized fabrication and industrial tool solutions for critical industries. Like Interpac that dates its brands back to 1959, SFE Group is comprised of complimentary market leading brands, the oldest dating back to 1936.

Today, SFE Group offers products across three categories, pipe beveling and onsite machining, orbital welding and cutting, and tools and lifting equipment.

Importantly, as shown on slide six and seven, 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 US.

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 US 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 eight, 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 discipline 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 Interpac 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 one and a half to two and a half times leverage.

We expect the acquisition to be a creative to adjusted EPS in fiscal 2027. We have modeled the near term assuming minimal cost synergies as we view SFE 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 strolling return expectations as we capture cost energies over time. From our combined scale and the structures we have established at Interpac, through the execution of our send 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.

Altogether, 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 and S product sales increased 5% organically. Strong product sales were partially offset by a decline of 8% in the IT and 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 improves sequentially, with a 17% gain in revenue and better profitability quarter over quarter.

Reflecting 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 and 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 was flat, was impacted by the conflict in the Middle East. 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 APEC 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 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. That, in addition to other customer delays and impacted shipments in the region, resulted in a higher than expected headway in the quarter.

Overall, given the fluid nature of the situation in the Middle East, we are 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 with a higher R&D spend and expenses associated with new product launches, including the recent ConExflow, where we launched six products.

On a per share basis, we reported the adjusted earnings of $0.60 in the third quarter of fiscal 2026, of which $0.08 was related to the tariff recovery. That compared with $0.51 in the year ago period.

Cashflow was strong. On a year-to-date basis, cashflow from operations of $69 million, compared with $56 million in the year ago period. Free cashflow expanded by $20 million to $60 million for the first nine months of fiscal 2026. And we were pleased to continue our share repurchase program, in which we repurchased approximately $15 million in the quarter.

Looking ahead, while we are pleased with the solid, mid-single-digit growth in our product business, and the sequential improvement in service in the third quarter, 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 the margin impact driven by MIX, given the higher growth of R&D 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 guiding to adjusted EBITDA of $151 to $156 million, and adjusted earnings per share of $1.84 to $1.89.

Given the strong cashflow performance to date, our free cashflow 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 Interpac'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 Interpac is our shared culture of innovation. At Interpac, 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 Range 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 it's designed, features, and high reliability support Interpac'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 pre-fabricated 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 store 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.

Morning, Will, thank you.

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 Interfax 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 end markets and geographies as we talked about, and really a complementary 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 Interfax tool group team here, so we're super excited in terms of the talent edition that it brings here at Interfax.

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 Interfax, international distributor network in our relationship with key national accounts, but also SFE has access to other channels that Interfax 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 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 well, you know, I just add, 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 in 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.

Yeah, this was completely proprietary will, not in a process at all. In fact, the business wasn't, you know, playing 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, we're 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 Interback is trading, frankly. And so, overall, I think it was a great deal all around.

Thanks, Will.

So I think where we sit today, you know, as we look at the business for the last couple quarters, we're very proud of the mid-single digit product growth. Okay. That's from the strength over the last couple quarters. It's been our service business. You know, we've talked about that the last few quarters. That is slightly deluded 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. Okay. 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 is Q3. A little single digit growth. You've been 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 adjustity, but excluding M&A costs and any non-cash acquisition charges going forward. But we'll share more on that in the future.

And you will see in our queue. We did, of course, have some charges for this transaction in Q3. And there will be some fall through in Q4 as well.

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. You know, first off, for HLT specifically, and it's in the slide deck, I think on slide 14, you know, we built, we see 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 hyperscalists themselves per se. More often there are manufacturers that are making heavy equipment that has to go into a data center and they need our equipment and tools to help manufacture produce that equipment, move it around their facility, and ultimately move it into and position it inside a data center, like some of these modular solutions. So, we are really pleased with the progress there. As we talked about, we've launched some specific marketing campaigns to focus 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, you know, 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 a very precise movement of prefabricated data center modules. And so, again, you know, small to start, but really good growth prospects in those markets given our products and what they can help our customers do.

Thanks, Tom.

Yeah, it's, I would say, Ross, like, like Interpack. 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 top, you know, two or three positions in the market. That's probably more true in the Americas, given their waiting 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 they, their set of brands are very premium position. 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 SFE has been their ability to grow inorganically, and they've added on a number of businesses and they own 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.

Yeah. No, I would say there's no stand out in my view, competitor. There is a whole host of them. And certainly over time, we can share more in our best materials around that. But just like Interback, I mean, we always remain paranoid around the competitive set and our positioning of the market. So does SFE. But again, I feel confident in their, you know, their positioning today.

I think 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 get to effectively grow faster than the market is our view.

Yeah, absolutely. I mean, if you look at slide seven, that does break down end markets exposure. And again, that was a really attractive element as we evaluated this opportunity with SFB. I mean, they've got, you know, fairly extensive exposure on the power gen and energy market as well as arrow and military and defense. So those are markets that are, I think, very attractive with what we believe have long term, you know, really positive fundamentals underlying them. And then, of course, the semiconductor data center market as well, where they, I would say, they 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 SFB'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.

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 great element in there that is fine or repetitively as well. And they do do a fair bit of nuclear, which, as you know, is a grid end market here for Interpack. We even have some specialty product lines dedicated to the nuclear market. So, yeah, they participate in wind as well. Like we do probably similar exposure to what Interpack has in wind today, single digits.

Thanks, Ross.

Good question, Steve. So, you know, I would say to give everyone some flavor on SAP Group. Their profile, their cash generation profile is very similar. Okay. When you look at their business, their CAPX 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, talking 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 reference to the team, NSFE does actually come with an existing funnel of additional inorganic opportunities. Some of those are smaller tuck ins and we may look to pursue those, you know, just given the strength of our balance sheet. So, I mean, obviously we wouldn't be looking to do anything outsized until we get back to a more comfortable leverage position, but smaller things, certainly, in the realm of possibility.

You know, as a reminder, the Middle East and our business, it's roughly about 10% of our business or about 60 million. So that's kind of the size of it. You know, as we look at what happened in Q3, you know, we did have one big shutdown that was pushed out, Steve, you know, obviously given the news over the last couple of days, there may still be more push outs. You know, I think as Paul and I look at the Middle East and we think of the opportunity, you know, it's not if it's when.

Okay. You know, and that's the lens we're taking. We do think that we opportunities for us there in the future. Just with the conflict, it may take time.

Okay.

Yeah. Great question, Steve. I mean, you know, as we get into integration planning, that's certainly a key area focus on the commercial side of how we leverage the strength of both of our channels, drive, accelerate growth, both interpack and SFE. They've got a really exciting, strong, very extensive distribution channel partner network. There's certainly some overlap with what Interpack 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, you know, given what they do with axe air and some of their other product lines is a recently strong channel for SFE, a channel that Interpack really hasn't traditionally played in.

So 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.

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.