Hammond Power Solutions Inc. (HPSA) Earnings Call Transcript & Summary

Good morning, and welcome to the Hammond Power Solutions conference call announcing the acquisition of AEG Power Solutions. Certain statements discussed today will constitute forward-looking statements and are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied. Please refer to our public filings for additional information. I will now turn the call over to Adrian Thomas, Chief Executive Officer of Hammond Power Solutions.

Thank you, operator, and good morning, and thank you, everyone, for joining us. As the operator mentioned, I'm Adrian Thomas, CEO of Hammond Power Solutions. I'm joined today by Richard Vollering, our Chief Financial Officer. Today, we have announced that we have signed a definitive agreement to acquire AEG Power Solutions, and we're excited to provide you with an overview of AEG Power Solutions and walk you through Hammond Power Solutions' strategic rationale for this proposed acquisition. I will make note that there is an investor PowerPoint available for download, which you can download and follow along, and I will walk us through that on this call. Let me start with the big picture, why this combination of Hammond Power Solutions and AEG Power Solutions makes sense. You can see on Slide 2 the 4 categories which we find strategically informative to this transaction. First is product expansion. As we've talked many times in the past about our interest in expanding our capabilities of integrated electrical solutions and power quality, this combination with AEG provides us with a broad range of solutions for our customers. Secondly, it provides us end market expansion. AEG meaningfully increases our exposure to attractive industrial and energy transition applications, including areas like offshore wind, green hydrogen, nuclear, data and IT. Thirdly, geographic expansion. As you'll see later in the presentation, AEG Power Solutions and Hammond Power Solutions provide complementary benefits in terms of global commercial footprint. And finally, AEG's large installed base provides a strong foundation of recurring services and aftermarket revenues, which we see as a key driver of value and resilience for the combined businesses. Turning to AEG Power Solutions itself. AEG is a global power quality platform, a leading provider of industrial UPS and advanced power conversion applications. The company has operations across Europe, Asia and the Americas, with more than 780 employees, 5 manufacturing facilities and 4 R&D labs. It also brings more than 75 years of power electronics experience. In addition, the business brings a technology-led portfolio designed for demanding environments where power resiliency is critical. AEG is well positioned to the benefit of multi-decade megatrends in electrification, energy transition and energy security. And just as importantly, it operates a full life-cycle aftermarket platform supported by a large installed base, which underpins the resilient and recurring revenues of services. Continuing on, Slide 4. As AEG is positioned as a specialist UPS provider focused on industrial markets, this slide indicates where we fit in terms of the global competitive landscape. We consider AEG to be a strong player as international specialists focused on delivering business and solutions for a variety of international customers around the world. What differentiates AEG is a combination of strong customer relationships and a track record and reputation for high-quality products and reliability. In addition, the large installed base of systems deployed in critical applications provides for a large opportunity of aftermarket and services. As you can see, there is a comprehensive product portfolio servicing these sectors and creating an accelerating opportunity for growth in these emerging markets. To dive deeper into the platforms and the markets, the next slide breaks down AEG's diversified platforms. On one side, you see industrial UPS, and on the other, power conversion systems, generally showing the markets that they serve. You see the variety of markets, from hydrogen, offshore wind, data and IT, which we have termed emerging markets, and more traditional sectors of oil and gas, general industry, rail, nuclear and transmission and distribution. Underneath, you see the variety of aftermarket services provided through AEG, from installation and commissioning, maintenance, spare parts, refurbishments and retrofits, replacement systems, training and repair, and facility management. Together, the breadth of end market exposure, the link to energy transition and industrial infrastructure and the embedded recurring revenue from services underpin a resilient growth profile for this business. The next slide shows a map of our geographic expansion and the broad combined global commercial footprint. This map highlights 2025 sales footprint of Hammond AEG in Canadian dollars. As you can see, the 2 businesses complement each other nicely in terms of concentration of commercial opportunities in the different regions. The opportunity here is 2-way. We see commercial opportunities to bring Hammond portfolios into international markets through AEG's presence and commercial opportunities to bring AEG's portfolio into North America through Hammond's presence in North America and a strong sense of channels. With the combined global commercial footprint, we'll be better positioned to provide integrated electrical solutions to customers across the regions. Stepping to the next slide, we illustrate how Hammond and AEG's portfolios fit together across the power infrastructure chain. Hammond contributes transformers, including solar duty, general purpose, encapsulated medium-voltage distribution transformers, while AEG contributes in the power electronics space through industrial UPSs, inverters, battery storage and power conversion solutions for critical loads, distribution, automation as well as solutions for substation controls in various applications. When combined, we can address a broader spectrum of customer needs, from power transformation through backup, conditioning and control while strengthening our position as a partner for customers looking to enhance reliability, efficiency and resiliency of their electrical infrastructure. Before moving on to transaction highlights, I'll end on diversified electrical portfolio slide. In this slide, you can see a breakdown of our trailing 12 months Q3 revenues as well as AEG's 2025 estimated revenues and the pro forma combination. This slide beautifully demonstrates how our product mix, our end markets and our geographical diversity all increased dramatically through this combination with AEG. In the end, we will be able to offer customers a more complete portfolio mix to solve their energy problems. We will have a better diversification of our end markets and a complementary expansion to our geographical commercial footprint. Overall, this supports a more diversified, resilient growth and earnings profile. Now I'd like to move to the transaction highlights slide with -- and I'll allow Richard Vollering to speak to that.

Thank you, Adrian, and good morning, everyone. We're on Slide 9. The acquisition is based on an enterprise value of approximately CAD 365 million and structured as an all-cash transaction that is not subject to any financing conditions. The transaction is expected to close in the second quarter of 2026, subject to customary regulatory approvals. The transaction will be funded through a new committed syndicated debt arrangement consisting of a term loan and a revolving credit facility. At closing, we expect the net leverage to be approximately 2.65x on a pro forma trailing 12-month basis. Importantly, the combined entity is expected to generate strong free cash flow, providing a clear path to deleveraging while maintaining flexibility for additional strategic investments. From a financial perspective, the transaction significantly increases Hammond's scale, is expected to be accretive to adjusted earnings per share in the first full year, and we expect returns on invested capital to exceed our current cost of capital. Now I'll turn this call back to Adrian for closing remarks.

Great. If we move to the next slide, just a few comments around our integration approach. Stepping back, this transaction positions Hammond Power Solutions for its next phase of growth. It enhances our power quality platform, expands our global reach and strengthens our services and aftermarket profile, all while aligning us with long-term megatrends in electrification and energy transition. During the process, we spent time getting comfortable with the leadership team at AEG. The business is led today by CEO, Franck Audrain, who has deep experience in industrial power and UPS and a strong track record in driving growth and executing acquisitions across multiple geographies. He is supported by a strong team that you can see on this slide, all of whom have significant experience in international opportunities, sales, and technology and R&D. Together, this group gives us confidence in AEG's ability to execute, integrate and continue growing as part of Hammond. As we execute on this combination, we remain focused on disciplined integration and delivering sustainable growth for our shareholders. We believe the current portfolio, global footprint and recurring revenue base will allow us to create enduring value while maintaining the financial discipline and culture that have been central to Hammond's success. Next slide. As a wrap-up before Q&A, we're positioning Hammond Power Solutions for our next phase of growth. As mentioned on this call, the transaction will bring scale to our power quality platform. It will expand our global reach and geographical diversification, providing greater exposure to secular market growth trends, all while strengthening our service and aftermarket profile. Thank you for joining us today, and we will now open for questions.

[Operator Instructions] Our first question will come from the line of Matt Lee with CGF.

Congrats on the deal. If I look at your leverage and I think about your current EBITDA, it kind of suggests that AEG's margins are maybe high single digit, low double digit. Is that right or am I doing that math wrong?

No, Matt, so low double digit. And so one thing we've -- one thing interesting to note about AEG is the growth trajectory has been strong just in terms of the top line growth over the past few years. And it's our expectation to that, that it will continue to grow and that those margins will improve over time.

Right. Okay. And then how comfortable are you guys at kind of the 3x EBITDA leverage ratio? Like is it potential for you to maybe sell the Indian assets or raise equity or something to kind of bring that leverage down? Or are you comfortable kind of being where you are right now?

Matt. We're comfortable with it, Matt. And it's -- we expect that as we move forward through time, we will be deleveraging. As you know, we are -- HPS itself is a strong cash flow generator, and AEG is a strong cash flow generator as well. So we're comfortable with that, and our expectation is that it will come down over time.

Okay. That's great. And then maybe on AEG itself, I mean, just given the electrification trends globally, why did they choose to sell at this juncture?

Sorry, Matt, you cut out there. What was your question?

Yes. Sorry. Why did AEG decide to sell here?

I don't know, Matt. We can't speak for the shareholders.

All right. That's fair enough. Okay. And then maybe just a bigger strategic one. The service and aftermarket business, can you bring that into Hammond's current business? Like is there opportunity to do S&A for the transformer business in North America? Or is that more about bringing their products over than doing service for them?

Could you repeat that, Matt? You cut out.

I'm sorry, I must have bad connection. The service and aftermarket business, is that possible to do service and aftermarket work on the current transformer operations that Hammond has?

So what's interesting about our transformer business, because it's dry-type transformers, there's actually not a lot of aftermarket or service opportunity for us. What we do find attractive of this AEG business is that it's mission-critical, and mission-critical customers have a vested interest in ensuring that the equipment is well maintained and performs well over time. So there is a strong services aspect to this AEG business to the extent that there's installed base and that we create installed base for AEG in North America that will play into the growth through geographical expansion.

Next question, and that will come from the line of Baltej Sidhu with National Bank of Canada.

So Richard, I think you mentioned that it was low double-digit EBITDA margins here. So if we're just looking at that and what you stated previously as kind of a normalized outlook for Hammond at 15% to 17% EBITDA margins, could you just give us a little bit more color on just the adjusted EPS nature and the one -- the full year of contribution and the accretion there? And what that's driven by? And any range you can provide as that high single-digit accretion, low double-digit accretion? That would be great.

Yes. So I think one of the things that appealed to us about this particular organization, Baltej, is that, that range, sort of high single digits low double digits, is kind of today's, depending on what time period you're looking at, is kind of today's range, roughly speaking. But they have a very strong management team at AEG that has done a very good job of improving both the top line and the margins of the business in the past few years. And some of the markets that they're accessing have strong growth potential. They play in the service business as well. They have a strong aftermarket service, which has strong market -- or strong margins, rather. So it's all those things that we think will lead them to continue to grow. And with that growth, it will improve both operating leverage and also, I think the element of scale, I think is helpful as well, both in terms of their ability in terms of procurement and operating efficiencies. But also the partnership with Hammond, I think, could potentially be a big benefit in that respect as well.

Baltej, if I could add on to Richard's comment, and just running off that theme, like Hammond's margins have benefited from scale in manufacturing. And in contrast, what we see with AEG operating in this industrial UPS and power electronics where projects are highly customized, engineering content is high, customer qualification cycles are long, this requires some more upfront investment in things like R&D, application engineering, which naturally will benefit from scale. So what's important to us is that we see these as largely fixed or semi-fixed costs, which as volume grows and as we continue to grow our aftermarket, we'd expect those would provide us positive momentum on the margin side.

Great. So if I was thinking about that in another way, would that be just looking at the trajectory of what Hammond has gone through and the learnings you've seen with operating leverage and kind of looking at that and using that playbook and transposing that on AEG's business?

Yes, I think that is in line with our thinking.

Yes. And then 2 other questions here for me. So this acquisition expands your geographic scope outside of North America, appreciating the Indian operations, but also your product mix. So any color you could provide on operational or cost synergies with respect to the pro forma contribution from the business?

So to my comments on the integration slide, so we'll be maintaining this as predominantly an independent business. We have a high confidence in the executive team in terms of the business plan that they've set forth for growth. I think areas where we can find appropriate synergies, we will align on those, but it will be very intentional. I believe in the early stages, we will have fewer of those operational synergies. As we grow, we'll start to see which ones form out. I think in terms of access to the North American market and commercial collaboration, those will probably be some of the first integrations and synergies that we see.

Great. And one more for me, just from a strategic lens, given that we're in a world of tariffs. Any color that you could shed on supply chain risks for the AEG business?

When we reviewed the transaction, we found that AEG had done a lot of good work in terms of building resiliency and [ diversifying its supply chain. ] So similar to transformers where we have certain components, there's aspects where there's also critical supplies. But we believe they've done a good job to manage that.

Next question, and that will come from the line of Nicholas Boychuk with ATB Cormark Capital Markets.

Coming back to the integration plans, I appreciate that you're at least initially going to operate AEG as a stand-alone business. But I'm curious about the strategy for this cross-sell opportunity, either bringing AEG products to North America or, conversely, bringing Hammond transformers to other parts of the world where you presently don't have a presence. How is that incentive structure between the 2 sales groups going to work? Any thoughts on how you're going to strategically execute both of those things if they are going to remain stand-alone businesses?

So Nick, I think those are tactical questions. Broad view, there are certainly projects and integrations of electromagnetics into their products. At this point, those are somewhat limited, but those are sort of the quick wins. We do share some end-user customers. I think one of the strengths of AEG, their go-to-market and their knowledge of understanding of how to sell long-cycle transaction projects to end users and EPCs is something we could benefit in other parts of the world. And having better visibility to some of those projects could help our transformer business engage sooner in the opportunity cycle. So conceptually, those are the 2 areas. But tactically, we'll share more when it's appropriate.

Okay. And I guess going back to the slide deck, Slide 7, with the kind of portfolio expansion and the complementary nature of these, is the sales structure and who you're dealing with, for either their uninterrupted power systems or your transformers, the same groups? Or do you now have to penetrate different parts of the organization or a different part of that EPC in order to sell one piece of the AEG network versus something that Hammond would have traditionally manufactured?

So they're generally working earlier in a project cycle. In North America, we've talked in the past of our technical sales group, whose focus is on working with end users and EPCs in the specification process. So I think those are the points in time where we'll have an opportunity to bring opportunities and collaborate and bring those together. But what we tried to explain on that portfolio expansion is how these projects include scope from both groups, and our ability to work with end users and engineering firms can help us in terms of bringing more value to those customers through this combined portfolio.

Okay. Understood. And from your comments, it sounds like there's 5 manufacturing hubs, 4 R&D labs in 14 countries. Can you walk us through a little bit of that capacity footprint? And any spare utilization they have in those areas of the world? I guess the question is really, is there a space where you could quite rapidly add dry-type manufacturing capacity elsewhere? Or is this also going to require incremental capital in order to start manufacturing these heavy infrastructure products in Europe and Middle East?

So the production facilities for the AEG product and transformers is significantly different. So there would be no sort of shared manufacturing opportunity. There are some similarities to what we produce from our Mesta facility and what we produce -- what AEG produces in their facilities. So in terms of regionalization, there's potential future opportunities. But it would be along the power electronics production, not along the transformer production.

Okay. And so are you able to share anything in terms of the strategy for dry-type manufacturing elsewhere outside of North America?

No.

Okay. Last, on AEG, $326 million in revenue. You spoke quite a bit about the recurring service maintenance aspect of this. Can you break down a little bit of that $326 million? How much is the hardware sales versus the recurring?

Nick, sorry, it's Richard. It's about 40% recurring revenue.

Next question, that will come from the line of Jim Byrne with Acumen.

I guess kind of following on Nick's questions about the capacity, and maybe just talk about -- you had mentioned they had been growing. Have they been kind of investing to grow? And what type of CapEx should we think about here for the pro forma?

So the existing -- I don't think capital investments are going to be extreme in this case, Jim. They have sufficient capacity right now to grow. So we're sort of thinking in the range of EUR 4 million a year.

Incremental.

Incremental, yes.

It looks like the rest of my questions have been asked.

I'm showing no further questions in the queue at this time. I would now like to turn the call back over to Mr. Adrian Thomas for any closing remarks.

Thank you, operator. Thank you, everyone, for joining us today. This transaction positions Hammond Power Solutions for its next phase of growth, enhancing our power quality platform, expanding our global reach, and strengthening our service and aftermarket profile, all while aligning us with the long-term megatrends in electrification and transition. Thank you all for joining.

This concludes today's program. Thank you for participating. You may now disconnect.