Greetings, and welcome to the Gorman-Rupp Company investor conference call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Jim Kerr, Chief Financial Officer. Thank you, Jim. You may begin.
Good morning, and thank you for joining us today. With me on the call are Jeff Gorman, Executive Chairman, and Scott King, President and CEO. Before beginning the call, let me remind you that some of the statements made today will be forward-looking and are under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected or implied due to a variety of factors. We refer you to our recent filings with the SEC for a more detailed discussion of the risks that could impact the company's future operating results and financial condition. These factors are also described in greater detail in the press release issued this morning and on the company's website.
Before I turn the call over to Jeff Gorman, I'd like to note that our supplemental slides for the call are also available on the investor information page of our website, gormanrupp.com. Now I'd like to turn the call over to Jeff.
Thank you, Jim, and good morning, everyone. We're very excited to have some news for you today that we're extremely happy to give. As you all know from the press release this morning, we signed an agreement with Tuthill Corporation to acquire the assets of Tuthill Transfer Systems or TTS, which includes Fill-Rite and the Sotera brand. Once the acquisition is finalized, the business will operate as Fill-Rite, a standalone division of the Gorman-Rupp Company. We're very excited about the acquisition for many reasons, some of the highlights of which we'll cover on page three. Fill-Rite fits the acquisition strategy that we have articulated over time. Fill-Rite provides critical pumps and pumping solutions. The products are complementary to the Gorman-Rupp line of existing pumps we have today. Fill-Rite also has a strong culture focusing on customers and employees.
The brands are well-recognized and hold market-leading positions. The businesses have been growing and has strong margins, and we expect the transition to be a cash EPS accretive with double-digit % accretion anticipated in 2023. Now for some more detail, I'll turn it over to Scott King.
Thank you, Jeff. I must say we are very pleased to welcome Fill-Rite's outstanding team to the Gorman-Rupp Company. As Jeff mentioned, our cultures really are well-aligned. Fill-Rite is a U.S.-based manufacturer of fixed and portable fuel and chemical transfer pumps, meters, and accessories. Operating in Fort Wayne, Indiana, and Lenexa, Kansas, Fill-Rite's products are made in the USA with a supply chain that is U.S.-centric, a feature we especially appreciate in today's challenging supply chain environment. As noted on slide four, 2021 sales of $132 million were primarily in North America and through Fill-Rite's network of approximately 2,000 channel partners in distribution, retail, and e-commerce. The company has solid operating margins and free cash flow that make the acquisition an attractive one for Gorman-Rupp. Fill-Rite's recent performance has been commendable.
It performed well despite recent external headwinds related to COVID, supply chain, and inflation, delivering 10% top-line growth and improving EBITDA margins from 2019 to 2021. Fill-Rite manufactures rotary vane fuel transfer pumps, meters, and accessories that we highlight on page 5. It also manufactures a line of electric double diaphragm pumps for chemical transfer under the Sotera branding. Fill-Rite products are high quality and hold a substantial share of the 0-35 gallon per minute fuel transfer business for farmers and contractors in North America. Fill-Rite also offers a new cloud-based fuel management system, allowing customers to monitor their fuel usage and to automate the notification to fuel suppliers that a site is running low on fuel. The Fill-Rite and Sotera brands have strong reputations as high-quality solutions that are sought after by customers.
Fill-Rite's product portfolio is entirely complementary to Gorman-Rupp's existing product portfolio and strategically expands Gorman-Rupp's position serving the agriculture and construction markets. Fill-Rite has a new product development pipeline that will enhance and diversify its product offerings and we believe will allow it to capture additional share of the markets it serves. Gorman-Rupp has long-standing criteria for M&A, and we've been very disciplined in our approach to evaluating targets against those criteria. We regularly share those criteria in our periodic investor presentation and share them again today on slide six. Fill-Rite is as close to a perfect match to those criteria as we have encountered.
This is a solid business with complementary products in markets we know, with an admirable culture, operating in world-class facilities, holding leading market positions with a group of 250 outstanding employees and management who will stay with the company after the sale. It has demonstrated steady growth, strong margins and cash flows that we will expect will contribute double-digit % accretion to Gorman-Rupp's earnings in 2023. We see low risks with the integration of the business. It is operated as a standalone division within Tuthill Corporation, and its IT and accounting systems come with the business. In addition, we see opportunity for commercial synergies for the combined companies. We especially see opportunity in the long run for Fill-Rite to expand its presence outside North America by leveraging Gorman-Rupp's existing international footprint. Fill-Rite's operating structure is a natural fit within Gorman-Rupp.
Fill-Rite will maintain full responsibility for its new product development, manufacturing, supply chain, sales, marketing, and customer service as it has within Tuthill. Gorman-Rupp will provide finance, IT, legal, benefits, and human resources oversight as we do with our operating companies today. Fill-Rite's products and markets are a fit within Gorman-Rupp as well. The products are fully complementary to our line, and they're sold in the markets we are familiar with. Gorman-Rupp will offer Fill-Rite access to some larger products with higher flow rates, excuse me, and Fill-Rite will offer Gorman-Rupp more access to retail and e-commerce channels. Gorman-Rupp will also offer Fill-Rite a springboard in the international markets outside of North America. Fill-Rite's brand is well-respected in its market and adds yet another number one position in market share to Gorman-Rupp's portfolio of market-leading solutions. One of Gorman-Rupp's virtues has been its product, market, and geographic diversity.
Fill-Rite enhances our product and market diversity and offers Gorman-Rupp more product to sell through our international distribution. The combination of the two companies following completion will create a substantially larger and more profitable Gorman-Rupp. 2021 combined revenue would have surpassed $500 million, and Fill-Rite's strong margins enhance combined gross and EBITDA margins substantially for Gorman-Rupp. Now I'd like to turn things back over to Jim Kerr.
Thank you, Scott. Let me first provide an overview of the transaction. We have included a number of the financial highlights on page nine of the presentation. The transaction is an asset deal with a total transaction value of $525 million, which includes approximately $80 million in future expected cash tax benefits that we will receive as we amortize the intangible assets created by the transaction. $80 million represents the present value of these tax benefits, resulting in a net transaction value of approximately $445 million. For the twelve months ended March 31, 2022, Fill-Rite had sales of approximately $140 million and adjusted EBITDA of approximately $34.5 million, which results in a transaction multiple of 15.2x or 12.9x net of the tax benefit.
We plan to finance the transaction with cash on hand and new financing. We expect financing to include a secured term loan of $350 million as well as an unsecured term loan of approximately $90 million. In addition, we will have a new $100 million revolving credit facility, which is expected to have minimal or no draw at the time of closing. This financing is fully committed through JP Morgan. We expect the deal to close in Q2 of this year. At the time of closing, leverage will be approximately 4.7x EBITDA. We understand that this is likely at the high end of what you may have expected from Gorman-Rupp, given our historical financial profile.
This is a reflection of the quality of the company we believe Fill-Rite represents, as well as our confidence in the combined cash flow of the two companies in generating cash going forward. We remain a financially disciplined company and expect to deleverage fairly quickly, as I will discuss a bit later. As Scott noted earlier, Fill-Rite has strong top-line growth, gross margins, and EBITDA margins, and we expect each of these to be accretive to our current operating metrics. Looking at actual results for 2021, Fill-Rite's EBITDA percentage of nearly 25% would result in a combined EBITDA percentage of approximately 250 basis points greater than Gorman-Rupp's 2021 standalone EBITDA as a percentage of sales. Fill-Rite will operate as a separate division of Gorman-Rupp. Given this structure, cost synergies are expected to be modest, especially in the near term.
Fill-Rite has a well-established standalone structure operating as part of the Tuthill Corporation, so we do not expect there to be a need to add any significant cost to their structure. Our focus will be on opportunities to grow the top line. We expect the transaction to be accretive to earnings, adding double-digit % cash EPS accretion in 2023. Once the deal closes and we finalize our purchase accounting, we will have better visibility to the ongoing costs related to depreciation and amortization of intangibles, and we'll provide an update on those costs. On slide 10, we speak to our go-forward uses of cash. Consistent with our history, we will continue to invest in maintenance and growth capital. Both Gorman-Rupp and Fill-Rite have a history of ongoing investment in facilities and equipment, so no major capital expenditures are expected in the near future.
Gorman-Rupp has a long history of returning capital to shareholders through dividends, and we expect to maintain our dividend practices going forward. In addition, we are focused on deleveraging. We believe the combined cash flow of the companies will provide adequate cash flow to meet our ongoing needs and allow us to de-lever. We expect leverage to be under 3.5x by the end of 2024. Although acquisitions will remain part of our long-term strategy, in the short term, we will focus on reducing leverage. At this point, I'd like to turn the call back over to Scott.
Thank you, Jim. There is a lot to be excited about with this opportunity, and we look forward to having the Fill-Rite team join Gorman-Rupp. We look forward to growing these great businesses in the months and years ahead. We are executing our growth strategy, and the various initiatives we have to drive continuous improvement across the company will create long-term value for our shareholders. With that, we'll be happy to take questions. Now I'll turn it back over to the operator for Q&A.
Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Thank you. Our first question is from John Franzreb with Sidoti & Company. Please proceed with your question.
Good morning, everybody, and congratulations on a sizable deal.
Good job.
I'd actually like to start about the deal itself. Can you talk a little bit about the genesis of it? Was this an auction process, or were you in the negotiations for some time?
It was an auction process. We were approached early on in the process, found the initial materials attractive, and then worked through the process until its completion yesterday.
Got it. You said there weren't many synergies, but you did mention that there's gonna be some IT cost usage. Are you gonna have to do a whole new IT platform with Fill-Rite, or is it compatible to what you already use?
Actually, they have their own standalone systems. One thing nice with this transition is all those systems are coming along with the business, as well as a number of IT people that are currently running those systems. In the beginning, that transition's gonna be very smooth. We don't know enough to make a long-term decision yet on what'll happen with the systems, and if we'll bring the two together or not. They have very good systems that have served the company well. We think in the short term from a transition standpoint, it's best to let them run those systems, and those costs of running those systems are already included in their ongoing operating costs.
On the tax benefit, can you just review what your expectations are there on how that's gonna play out?
Sure. The way that works is we'll amortize things like goodwill and other intangibles, some which get amortized for book, some that only get amortized for tax. It won't change our tax rate, but it saves us cash taxes over time. The length of that will be could be about 15 years that we realize that, but that's a true cash savings on taxes. Again, won't have an impact on the rate the way it works.
Okay. I guess one last question, and I'll let other people chime in. Can you talk a little bit about Fill-Rite's end markets and how it's been the last two years? I know they're overexposed in the ag and construction market, and how that was the last two years and how it's kind of changing today or how it's started out in 2022.
It started out strong, John, in 2022. You know, the construction and ag markets and where farmers and contractors use these products will have some secular tailwind to them, and we're seeing that. Fill-Rite has seen that as 2022 has started out. They have strong backlogs, and their first quarter was also pretty strong. We're optimistic about that.
Okay. I'll get back in queue. Thanks. I'll take the questions.
As a reminder, if you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. Our next question comes from Brett Kearney with Gabelli Funds. Please proceed with your question.
Hi, guys. Good morning. Congratulations. Sounds like a really good holistic fit for Gorman-Rupp, so congratulations on getting this deal across the finish line.
Good morning.
Thank you. Good morning. Thank you, Brett.
Curious, obviously a lot of near-term growth opportunities both at Gorman-Rupp and for Fill-Rite. But, you know, I think, Scott, you mentioned as we think kind of longer term, even five, 10 years out, can you talk about the potential and kind of what the market structure internationally is for some of these applications that Fill-Rite plays in, for that longer term potential to leverage Gorman-Rupp's existing strong relationships and positions, say, in Europe, maybe Latin America and some other areas?
Sure. You know, Gorman-Rupp is pretty well known in fuel transfer for larger volumes. You know, bulk fuel transfer for the military, airplane refueling and those kind of things at higher flow rates than what Fill-Rite's products are. Gorman-Rupp flow rates probably start somewhere in 50 gallons a minute and go substantially higher than that as you go through the different product types. In Fill-Rite's case, you know, they're very strong in between 0 and 35 gallons per minute. The applications that these are gonna be in are going to be contractors and farmers in remote applications doing, you know, in their minds what are, you know, mission-critical fueling applications. Farmers and contractors around the world have needs for this type of product, just as they do in North America.
Fill-Rite has not historically focused on much international business outside of North America. As you know, Gorman-Rupp does have some experience, especially in Europe and in Africa and in South America, and our intentions would be to leverage that experience. May take a little bit of a slightly different product, maybe some new product development within Fill-Rite. As we get that, you know, under our belt, there should be a good opportunity for international expansion for Fill-Rite.
Great.
In addition, the Sotera double-acting diaphragm pump that's electrically driven, we think there's some opportunity for that to be leveraged through Gorman-Rupp's industrial channels too.
Terrific. Obviously, a very attractive margin profile, and it sounds like there is some, you know, remote monitoring technologies coming with this platform. Curious is just broadly kind of any, you know, pump or I'm sorry, parts and repair service aspect of this, these assets you're acquiring or maybe longer term ability to grow or leverage, some of the technological tools, and, you know, increasing recurring revenue opportunities from those offerings.
Yeah. There is a nice cloud-based system that Fill-Rite offers, where contractors and farmers can monitor their fuel usage. You know, as an example, a contractor can see maybe that one of his or her employees has filled up their own vehicle at midnight on a fuel site as opposed to use the fuel for what the contractor or farmer want them to. Additionally, that contractor or farmer's fuel supplier can receive a signal that they're light on fuel at a particular job site and automatically trigger that fuel supplier to come and replenish the fuel on that site. We think there's opportunity to further put that technology into the market. Fill-Rite believes there is.
It's a relatively new product and has been really in the market only for about a year and a half or so. We see expansion there. From a repair parts standpoint, these are pretty robust products. Generally, given the nature of what they are, they don't tend to need repair in the field. If they do, oftentimes it's simply a replacement in the field for what's there. The Sotera products have some kits for the elastomers and things like that to be able to be replaced in the field, but a repair in the field is not a substantial portion of Fill-Rite's revenue stream.
Okay. Thanks so much.
Yeah. Thank you, Brett.
Thank you. Our next question is from John Franzreb with Sidoti & Company. Please proceed with your question.
Yeah, just a couple of quick follow-ups. Could you talk a little bit about the impact that's had on Fill-Rite on higher commodity costs? Is that something they've been able to mitigate with higher price increases? A little color there would be helpful.
Thanks, John. As with most pump manufacturers, Fill-Rite has experienced some inflationary cost pressures. I'll tell you, it's demonstrated an ability to pass along price increases and maintain its margins through 2021 and 2022 quite well.
Great. I guess that begs for the question, what's the competitive landscape like, not only domestically, but going to be like overseas when you start to attack those markets?
Yeah. Competitive landscape in the U.S., there is a number two player in fuel transfer in GPI. You know, Fill-Rite is the number one brand when contractors and farmers think to need a fuel transfer pump, the first thing that comes to most of their minds is the red Fill-Rite pump. If you know, drive around and look in the back of farmers' pickups, which I've done a lot in the last couple of months, you're gonna see this red pump, you know, generally everywhere, if you will. We think from a competitive standpoint, domestically, they're very strong and they have some new product development that we think will continue to advance their position in the market.
Internationally, there are some players in Europe that have some strong positions where Fill-Rite is not known at all. An Italian firm named PIUSI is the No. 1 market leader in Europe and you know has some pretty decent reputation there. Again, with our international presence and with Fill-Rite's new product development capabilities, we think we'll be able to offer a springboard. You know, we'll have to carefully craft the plan to get that done, but we'll be able to offer a springboard into the market.
Great. Thanks. That's all I've got.
Thank you.
Thank you. Our next question is from Bill Baldwin with Baldwin Anthony Securities. Please proceed with your question.
Yeah. Good morning, and thank you for taking my question. The first question I had has kind of been already discussed, but I'll just ask it a different way. Are the margins that you're presenting here for Fill-Rite pretty much in line with historical margins that the company's achieved over the last several years, both on the gross margin as well as the EBITDA margin?
Yeah. On the gross margin side, the gross margin's been pretty consistent, even through COVID and through supply chain.
Price increases and things like that. They've been able to maintain the gross profit. EBITDA margin has actually improved slightly over the last couple of years.
Another question I had: what is the capacity, manufacturing capacity picture for Fill-Rite? As you all begin to realize some revenue synergies and volume gains and this type of thing, what position are they in to satisfy that volume?
They should be in a good position, Bill. Fill-Rite stood up a second manufacturing facility in Lenexa, Kansas at the beginning of 2020 to generally serve the Western portions of the United States with faster response times and less shipping costs. There, between the two facilities, we see good capacity for growth as we leverage together those opportunities.
Looking out then over the next, say, let's just say five years, you feel like you're in pretty good shape with their manufacturing capacity to handle the growth that you all think could be realized.
Yeah. Fill-Rite's, you know, generally shared those plans with us and we think they look pretty good. They could include an expansion of that facility in Lenexa over time. There's some options to do that, and we think they're credible plans.
Very good. Congratulations, and thank you.
Thank you, Bill.
Thank you, Bill.
Thank you. There are no further questions at this time. I'd like to hand the call back over to Scott King for any closing comments.
Okay. Well, if there are no further questions, we'd like to thank everyone for their time today, and we are excited about the acquisition, and we look forward to updating you on our progress in the coming quarters. Enjoy the day.
This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.