Colliers Master Conference. I can see there's still some people entering the room. Before we get started, let me just remind you if we should have some time remaining after the presentation. If you have questions, press that Q&A button at the bottom of your screen, type them in, and we'll get to as many as we can, time permitting. Looks like I see the numbers are not moving so much anymore. I think we're good to go. Pleased to be joined this afternoon by Columbus McKinnon, the ticker CMCO. We have CFO Greg Rustowicz and Vice President of Investor Relations, Kristine Moser, joining us. Happy to have you here. I know there's a lot to cover, so why don't I turn it right over to you, Greg?
Thank you, Steve. Welcome, everyone. We appreciate you joining us this afternoon. For those of you who are not familiar with Columbus McKinnon, I'm going to start with a brief overview of the business and then transition to our recently announced pending acquisition of Kito Crosby.
If we could advance the slide.
Thank you. CMCO was founded in 1875 and has been a leader in the material handling space for over 150 years. Today, we are a global leader in Intelligent Motion solutions with a product portfolio that enables the precise movement and orientation of materials that solve our customers' critical material handling needs safely, reliably, and productively. About four years ago, we set out on our transformation journey to scale our business and create platforms for growth with a reimagined portfolio of solutions that would differentiate our business and deliver improved financial results.
Today, we operate in a $20 billion total addressable market. Not only is our TAM larger and growing, but there are pockets of our market that remain highly fragmented. Our business generates significant cash flow, which provides dry powder to reinvest in growth with attractive cash on cash returns while further driving scale. Our free cash flow conversion is typically around 100% annually, and we have a track record of buying businesses and delivering quickly to our targeted net leverage ratio of approximately 2x. Our products are engineered to be professional grade and help our customers work smarter while improving the safety, productivity, and uptime of their operations. Our intelligent solutions combine equipment used to lift, move, and position materials with industry-leading controls and automation technology. This technology is helping our customers solve high-value problems that are critical to their business.
With scarcity of labor challenges, the need to improve productivity, and ensure continuous uptime, we believe there is no one better positioned to help our customers automate and streamline their material handling needs. This will be even more important as companies onshore manufacturing in response to the impending tariff increases. As companies embrace AI to deal with scarcity of labor and optimize efficiency, we are positioning ourselves to be the connective tissue that links the digital and physical world by precisely positioning materials to enable fully automated intralogistics. Whether customers need a hoist, a linear actuator, or a conveyance solution, we can simplify and automate the material handling and intralogistic processes. With our vertical market selling strategies, we can bring a more holistic suite of solutions customized to the needs of various end markets.
Our businesses operate across four product categories serving the intelligent motion needs of our customers in a broad array of industries. Our lifting solutions business consists of products that lift and position materials from above. This includes our hoist and rigging products, which are well-known established brands with a broad range of lifting capacities from an eighth of a ton to 140 tons of lift, where we have a leadership position across key categories. Our precision conveyance business is our newest platform that supports the precise movement of materials. It enables complex automation of processes like robotics and the real-world application of AI. We entered this category in April 2021 with the acquisition of Dorner Manufacturing and followed this with the acquisitions of Garvey Corporation and most recently Montratec .
This category services vertical end markets with secular growth trends like food and beverage, life sciences, and e-commerce, to name a few. Our linear motion and specialty actuation solutions push from the ground and position materials up to 50 tons, which round out our product portfolio to serve the intelligent motion needs of our customers. Finally, we offer sophisticated automation solutions for our product portfolio that adds to our value proposition by improving customer safety, enhancing productivity, and increasing uptime while enabling the precise movement of customer materials. Next page. We have a strong track record of creating value through M&A and executing on previously communicated synergies. As a small publicly traded company, we have a strong track record of realizing benefits from improved scale. As part of our 80/20 process, we regularly review our portfolio and conduct an ongoing assessment of fit.
This has led to a few divestitures, as indicated on the bottom of this slide. We have a proven track record of successfully integrating acquisitions and exceeding our original cost synergy estimates. Our previous acquisitions have been integrated into our base business, and we're excited about the long-term potential of these businesses adding incremental value for our customers. Most recently, we announced our agreement to acquire Kito Crosby, a highly complementary acquisition that we believe will enhance our scale, market position, and deliver top-tier financial performance. For those of you who are not familiar with Kito Crosby, they are a leader in lifting and securement products, including hardware and consumables, with globally recognized brands and a manufacturing footprint across 50 countries. We have great respect for Kito Crosby's strong portfolio of offerings, and we look forward to welcoming them to the Columbus McKinnon team.
Bringing together a complementary portfolio of assets focused on safety, productivity, and uptime, we are well-positioned to deliver solutions for our customers. Approximately 54% of the portfolio is lifting, securement, and consumables, which are low ASP, or average selling price products, that drive consistent replacement demand and are relied upon in mission-critical applications where safety is paramount and failure is not an option. We see significant strategic and financial benefits from bringing our two businesses together. The acquisition will provide a meaningful improvement in our scale that not only gives us a broader reach, but also combines the significant capabilities of both businesses to deliver an enhanced value proposition for our customers. This will create a motion platform with over $2 billion of sales while enhancing our product offerings and material handling solutions.
This will also increase the resilience of our portfolio through geographic diversification, as well as add lifting, securement, and consumables to our portfolio in a more meaningful way. We will also benefit from growth supported by tailwinds from industry megatrends, including reshoring as companies look to reduce risk, stabilize supply chains, and enhance logistics efficiency, scarcity of labor as companies accelerate automation adoption across manufacturing and logistics, the need to modernize aging U.S. facilities as companies need to stay competitive and meet rising demand, government spending, which will drive automation and transportation, logistics, and smart infrastructure, and market growth driven by these key secular trends. It's likely that these megatrends will accelerate in the current policy environment, and we are positioned to capitalize on these opportunities.
On a combined basis, we are creating a highly attractive financial profile underscored by a doubling of our revenue, a tripling of our adjusted EBITDA, and strong free cash flow generation. The financial profile is enhanced by approximately $70 million in net cost synergies enabled by operational efficiencies and long-term value creation that best positions us to capture a broader share of the customer wallet. Finally, it's important to note that our business is naturally cash flow generative and that strong cash flow will enable us to swiftly deleverage over the next few years. This will be our focus for capital allocation in the near term. Over the long run, this cash flow also gives us the financial flexibility to reinvest in our flywheel of growth.
Acquiring Kito Crosby will enable Columbus McKinnon to accelerate the realization of our intelligent motion strategy faster than on a standalone basis, given the top-tier financial performance, strong free cash flow generation, and rapid deleveraging we anticipate following the completion of the transaction. After we have successfully deleveraged, we will have a fortified balance sheet with significant free cash flow generation to more impactfully advance our intelligent motion strategy across a fragmented landscape of opportunities. When KKR decided to bring Kito Crosby to the market, it created a unique opportunity to bring together two highly complementary and synergistic businesses that are much more valuable together than they are apart. The Kito Crosby business is a business that we know very well. It has a complementary portfolio, and we serve many of the same customers, leverage similar supply chains, and operate similar manufacturing processes.
This gives us a high degree of confidence that we will successfully integrate the businesses and deliver on our synergy expectations. Together, we will be better positioned to deliver a superior offering with new products across a broader set of geographies with a synergistic combination that will deliver customer value and significant financial results. We will also participate meaningfully in the lifting, securement, and consumables business, which is a more resilient segment of the market. We believe the strategic business combination positions us to create value for our shareholders. Industrial companies with similar profiles command higher valuations for their shareholders over time, as indicated on this slide. As we execute on our near-term objectives, delivering synergies and paying down debt, we expect to achieve attractive financial results and believe that there will be a meaningful upside to our valuation over time.
We expect to achieve $80 million of gross synergies before adjusting for $10 million of dissynergies, given that we will need to bring Kito Crosby to public company standards. We also expect some reinvestment will be required, given that they have been owned and operated in a private equity environment for over a decade. In addition to our own analysis, we engage the top-tier consulting firm who specializes in synergy and integration work to independently validate our assumptions and findings. Cost synergies will come from three main areas: procurement, where synergies will come through improved input prices, given greater economies of scale and price harmonization; facility optimization is the second category. We expect to realize synergies by optimizing the supply chain and factory logistics. We also have higher volume on standard runs with less machine changeover time.
We think there is also an opportunity from footprint simplification resulting in reduced factory overhead, and we believe we can optimize distribution and warehousing, resulting in an improved customer experience. Finally, SG&A savings is a third category for synergies. We will eliminate redundancies, overlapping technologies, and lower third-party spend, including professional services. We expect to achieve the $70 million in net annual run rate synergies over a three-year period, with 20% expected in year one, 60% in year two, and 100% of the synergies to be fully realized in year three. While not included in our modeling, we expect incremental benefits to be realized through revenue synergies, given the complementary nature of our business combination, by bringing a more fulsome portfolio to existing customers, by attracting new customers with a broader integrated one-stop-shop portfolio, and by expanding geographically as we take advantage of Kito Crosby's strong APAC footprint.
Likewise, Kito Crosby takes advantage of Columbus McKinnon's strong Latin America and EMEA presence. In the first year, the business combination is expected to achieve approximately $200 million of free cash flow. Our primary focus for that free cash flow will be to pay down debt on a quarterly basis to reduce leverage and accelerate free cash flow generation. Debt reduction, the execution of our growth and margin expansion plans, and realizing our targeted synergies will collectively increase adjusted EBITDA and free cash flow, further reducing net leverage. We have a history of delivering after acquisitions as shown on this chart. As you can see, following the Dorner and Garvey acquisitions, which were close in time, as well as our most recent Mantra Tech acquisition, we successfully delivered to below two and a half times within a short period of time.
This demonstrates our track record and highlights our conviction regarding delivering quickly as we integrate the Kito Crosby acquisition. We remain on track to close the Kito Crosby acquisition as expeditiously as possible, both from a financing and regulatory standpoint. We have secured fully committed financing and completed the syndication of the bridge facility, including a new $500 million revolver. We expect to pursue permanent financing in advance of the closing, but have committed financing in place already, so that process will not delay or prevent closing. We expect to submit our HSR filing in the coming week and will be moving through the next stage to closing. In summary, our combination with Kito Crosby is a highly complementary deal that we expect will drive compelling value creation for all of our stakeholders. The acquisition enhances our scale, market positioning, and will deliver top-tier financial performance.
Bringing our two businesses together creates a $2.1 billion intelligent motion platform with enhanced scale and leadership in material handling solutions. It increases the resilience of our portfolio through geographic diversification while adding lifting, securement, and consumables in a more meaningful way. Collectively, not only will we have scale, but we will also have a top-tier financial margin profile with adjusted EBITDA margin on a pro forma basis in the mid-20% range, supported by strong standalone financial performance and approximately $70 million of net cost synergies expected by the end of year three. The combined company is expected to produce strong free cash flow, which will enable significant debt reduction following the transaction. We acquired the company for an LTM EBITDA multiple of approximately eight times on a synergized basis.
The acquisition of Kito Crosby will create significant value, strengthen our core business, and provide greater flexibility in the future to accelerate our strategy to grow in the intelligent motion category. We are focused on working towards closing and pre-planning the integration of the two businesses. Once closed, we expect to deliver quickly as we capture cost and revenue synergies. We believe this transaction will provide long-term value creation for our shareholders. Steve, we're done with the prepared remarks.
Thanks so much, Greg. We have a couple of questions already, but as a reminder, if you have any questions, press the Q&A button at the bottom of your box. We have at the bottom of the screen, type it in, and we'll get to as many as we can with about 10 minutes remaining.
I'll try to summarize the first question, Greg, but it's really about, was this acquisition announcement a complete shift in what the strategy had been since Dave took over? It seemed like you were buying faster growth, higher margin, conveyance system businesses. This seems like a little bit of a reversal of course and just an explanation.
Sure, sure. To take that one on, really the strategy has been to become a scaled holistic provider of material handling solutions with a focus on secular growth markets. Certainly, the past few acquisitions have been in the precision conveyance space, which has added to our portfolio with these characteristics.
As we thought about the Kito Crosby acquisition, it's really about strengthening and growing our core lifting business and providing scale that will allow us to accelerate the pursuit of our intelligent motion strategy in a more meaningful way. We saw this acquisition as being very complementary to what we do already, certainly increasing our scale as it doubles the size of the company, and it actually improves our position in the marketplace. With the free cash flow expected to be generated from the combined businesses, after delevering, we're going to have a stronger balance sheet with top-tier margin performance. We think we'll be in a better position than ever before to advance the intelligent motion strategy.
This is a follow-up question in terms of board and management team's anticipation of the stock price on the announcement.
It was a double whammy because you also had reported a challenged quarter, and we were entering a period of global uncertainty. You can't blame it all on the deal. Having said that, given the stock performance post-deal, does that at all have you rethinking it? Were you surprised about the reaction?
Yeah. We did anticipate that there would be some impact, but not to the extent that we saw. To your point, we did have a softer quarter with a guide down for Q4, which would have had an impact anyways. I think as we've talked to many, many investors, they all understand the strategic logic of or the industrial logic of the combination or acquisition. Really, where people have been concerned has really been with the capital structure. That's where most of the questions have come.
Did we expect the stock to go down some? Yes, but not to the magnitude that it has gone down today.
One more on this topic, the use of the preferred convertibles. Was there any other options or any other thoughts, and why was this the best option?
Yeah. As we looked at what the proceeds that we would need, it was essentially $33,350. That's right. We essentially maxed out the amount of debt we could carry at five times, which we would acknowledge as a significant leverage ratio for a public company, but one that we feel comfortable being able to manage, just given our ability to deliver and generate free cash flow. To fill the gap, there really was not an option to go out with a secondary public offering.
It would have been we wouldn't have been successful with a contingent bid, and it just wasn't practical to raise $800 million through a secondary offering, given our market cap was essentially a billion. The only option was some sort of a convertible security and a convertible preferred that is equity-like in nature is one that we settled on. We talked to a number of firms, and it was a competitive negotiated process to get to the terms we got to. That was really the option that was available to us.
Any change in the timing of the deal closing?
No, we believe it's going to be in the latter half of our fiscal year, which is really more towards the end of the calendar year.
We have our antitrust filings going in next week.
The financing has been committed, as we talked about, although permanent financing will be completed concurrent with the closing. We just have to wait and see what might come of the regulatory process.
In terms of resetting EBITDA margin goals, because obviously this deal should get you even closer if not over the top of previous goals, does this mean we can get a reset? Does this give you an ability to expand that even more?
Yeah, I think it does, right? Because we're coming, so the goals, Steve, are referring to as in the summer of 2022, we had an investor day, and we talked about getting to a billion and a half dollars of revenue and 19% EBITDA margin or 21% EBITDA margins, including acquisitions.
This is clearly going to take us over that level at $2.1 billion of revenue with roughly 23% EBITDA margins. Once the deal is closed and we're well on our way from an integration perspective, it might be time for us to consider another investor day with new targets and a chance to further expand on what we've been talking to investors about recently.
Could you share, switching over to another topic? We're obviously entering a period of uncertainty. Tariffs are a big concern. How you're managing it, and are you seeing this sort of global uncertainty because we don't know what's next? Are you seeing that affect your customer demand?
We're not alone with being impacted by tariffs. While there was news that tariffs were delayed generally until beginning of April, for us, that's not been the case.
Our products are not excluded from that. We have been dealing with this in real time. We are looking at our supply chains to see where we might shift things around, so to speak, to minimize the impact on our customers. We have also implemented in certain product lines surcharges for the tariff. In our industry in general, we do push pricing through and have a history of ensuring that price net and material inflation is a positive number. Our total exposure is, if you look at imports and exports across the board in China, Mexico, and Canada, is roughly $80 million of business. You could argue if there was 25% tariffs across the board, it is more or less a $20 million impact before any impact we would have from surcharges. Kristine, anything you want to add to that?
No, I think you covered it, Greg. I think the big thing for us is there's going to be a lot of opportunity longer term, particularly as we add Kito Crosby into the mix for us to optimize our supply chains over time once we get kind of the final answer to where tariffs officially land. It gives us a lot of flexibility to make sure that we're moderating the impact on behalf of our customers over time, which is obviously an important goal while still managing the impact real time kind of today.
Does this shift how you use Monterrey moving forward at all?
My personal belief, there is a lot of saber rattling going on right now in that this will not be the long-term end result that we will have that NAFTA blows up and we'll have 25% tariffs with Canada and Mexico forever.
I do think the administration is using this as an opportunity to negotiate and get something they otherwise wouldn't. Certainly, the U.S. has the leverage in these negotiations, but I would expect in a short period of time that this too shall pass and we'll get back to a more normal situation. It's too early to say right now that we would change our strategy. I mean, our strategy of being in region for region is the right strategy versus having long supply chains, which a number of companies were exposed during the COVID outbreak with supply chains coming from Asia into the U.S. We think there's certainly significant cost savings from our new factory in Monterey, both from a labor arbitrage perspective as well as from consolidating factory overhead. The larger the factory, the more over.
You do not replicate all of the same overhead you would have in four factories. We do have one more factory to go, and work is still being done on it. We do think that with the Kito Crosby acquisition, we will have more and perhaps different opportunities to consolidate into our new Monterey facility. I would say a lot up in the air for sure, but I do not think anyone is making a rash judgment that this is going to be the permanent end situation.
Okay. Flipping back to Kito for a minute, we do have a question about your confidence levels on realizing those $70 million in synergies. You have a history of being able to do it, but it is always harder to put out numbers before you actually have the acquisition. Generally, your confidence level at this point? Yeah.
We have a range around the numbers, and our goal is to outdeliver, overperform, and outdeliver on cost synergies. This is a business that we know really, really well. It is the business we are in by and large and is our legacy business. Similar customers, same customers in a lot of cases, similar products, manufacturing processes. We outlined on the one slide that I talked about where we see synergies coming from. Certainly, supply chain is one. We know that we both buy a lot of steel, and one of us buys steel at a lower price than the other. It would be very natural and without a whole lot of cost to essentially change suppliers. There are going to be synergies in the professional services area, right? You do not just duplicate all of the costs that you would have as individual companies.
Say audit fees, for example. There'll be one audit, not two audits being done. We think in the SG&A arena that there's obviously redundancies from a people perspective. There is the professional services I mentioned, such as audit fees, broker fees, and other things like that. From a factory perspective, we think that there will be simplification opportunities. One other area that we think we can generate a lot of cost savings on and margin enhancement is us bringing our 80/20 process to Kito Crosby.
Likewise, they have a very large, significant factory in Japan that is your prototypical lean Japanese factory that I'm sure we can learn some techniques in our company as well as the Crosby side of the Kito Crosby business feels the same way about their business, that the Japanese manufacturing process can certainly add a lot of value to both of us.
I know we are running out of time. There are a ton of questions. I'm sorry if we didn't get to all of them. Certainly, you can reach out to Kristy at Columbus McKinnon or directly to me, and I can connect you with additional questions. I do want to touch on this before we turn it over. Greg, you mentioned this in your presentation, Columbus McKinnon has made a number of acquisitions and has always delivered very quickly.
Now, that's always contingent on generating the cash flow. What's your comfort level, and how are you thinking about that?
Yeah. We think we're going to be roughly 4.8 times levered at closing, which is in the latter half of the year, and that we should be able to deliver to three times within two years. I think once we get into the low threes, it's kind of back to business as usual. We're really going to put a high degree of emphasis on delivering quickly. We do have in the presentation, we laid out kind of the bridge for the first-year cash flow. That's going to grow as synergies are realized.
The other thing I would point out to the folks on the phone or in the Zoom call is that even in a recession, if you go back in our history, we generate even more cash flow. That's right. Because we're able to—yeah. Exactly. We liberate working capital. We can manage our CapEx to our maintenance CapEx levels are quite low, and their business is very similar to ours. We have a very good recession playbook that we enacted during COVID. For example, I want to say we generated $86 million of free cash flow in the year of COVID.
Yeah. Okay. Any closing comments? I know you had to take a bunch of very varied questions. A lot of people thinking about this deal. Any closing thoughts you want to put on this?
Yeah. No, we clearly see the long-term value creation from this deal in the three to five-year timeframe that once the balance sheet is back to a more normal level and we demonstrate synergy realization and these two businesses come together, we think that it's going to further enhance our ability to transition to an intelligent motion company, that this is, in essence, the cash cow to be able to do that. We will be further along two to three years from now than we would have been without this acquisition. We are very bullish on our ability to achieve the synergies. Great.
Thanks so much. Greg Rustowicz, CFO, and Kristy Moser, VP of Investor Relations and Treasurer of Columbus McKinnon. Thanks a lot for a very informative half hour.
Yep.
Thank you, Steve. Thank you.