Good morning, ladies and gentlemen, and welcome to the Kimball Electronics strategic update conference call and webcast. My name is Donna, and I will be the facilitator for today's event. All lines have been placed on a listen-only mode to prevent any background noise. After the completion of the prepared remarks from the Kimball Electronics leadership team, there will be a question-and-answer period. To ask a question, simply press star and one on your telephone keypad. Today's call, July 1st, 2026, is being recorded. A replay will be available on the investor relations page of the Kimball Electronics website. At this time, I will turn the call over to Andy Regrut, Vice President, Investor Relations, Strategic Development, and Treasurer. Mr. Regrut, please begin.
Thank you, and g ood morning, everyone. Welcome to our strategic update. We appreciate you joining us on short notice. With me here today is Ric Phillips, our Chief Executive Officer, and Jana Croom, Chief Financial Officer. We issued a press release earlier this morning announcing the acquisition of Helvoet Polymer Technologies, a wholly owned subsidiary of Hydratec Industries. To accompany today's discussion, a presentation has been posted to the investor relations page on our company website. Before we get started, I'd like to remind you that we will be making forward-looking statements that involve risk and uncertainty and are subject to our safe harbor provisions as stated in our press release and SEC filings, and actual results can differ materially from the forward-looking statements. This morning, Ric will start the call with a few opening comments on the strategic fit of the acquisition.
Jana will provide insights on the financial profile of Helvoet and discuss the terms of the transaction, and Ric will complete our prepared remarks before opening the lines for questions. I'll now turn the call over to Ric.
Good morning, everyone, and t hank you for joining us. As Andy noted, we are excited to announce that we have acquired Helvoet Polymer Technologies, a contract development and manufacturing organization, or CDMO, based in Europe and with operations in India, focused on microfluidics, diagnostics, and drug delivery applications. The transaction was valued at a purchase price of EUR 90 million, or approximately $103 million, which represents approximately 9x the expected adjusted EBITDA for Helvoet in calendar 2026. This is another meaningful step in our journey to expand our CMO capabilities and strategically position the company with an increased presence and penetration in the medical industry. Over the past three years, we have made deliberate decisions that involve divesting non-core assets, streamlining our manufacturing network, strengthening our balance sheet, and most notably, opening a new state-of-the-art facility in Indianapolis exclusively focused on the medical CMO.
These actions were not taken in isolation. They were part of an effort to focus on medical manufacturing opportunities and establish the foundation for a differentiated global medical CMO platform. The acquisition of Helvoet is a direct extension of that strategy, a high-quality business with a strong leadership team and an attractive valuation. For some time, we have communicated our intention to expand our medical manufacturing capabilities with an acquisition strategy that would deepen relationships with leading healthcare customers and build a broader global footprint that is capable of supporting medical companies across the full product life cycle. Helvoet is a good start toward reaching those objectives while bringing additional capabilities that we believe will strengthen our competitive position for years to come.
Based in the Netherlands, Helvoet was founded in 1939 and has been operating most recently as a wholly owned subsidiary of Hydratec Industries, with manufacturing facilities in Tilburg, Netherlands, and Pune, India. Approximately 70% of Helvoet revenue supports medical end markets, while the remainder is derived outside of medical in areas such as food and beverage dosing and distribution and plastic injection molded parts for industrial and automotive applications. These products generate healthy margins and have supported ongoing investments to grow the medical business. Under the leadership of CEO Eveline Hogenkamp, Helvoet has established itself as a world-class provider of advanced medical manufacturing solutions that include highly automated micro molding and precision injection molding technologies that serve microfluidics, diagnostics, and drug delivery, t hree areas that are among the most attractive and fastest-growing segments within healthcare, and where competitive differentiation can accrue from engineering expertise, manufacturing precision, and quality systems.
What makes these markets particularly attractive is that success is driven less by manufacturing scale and more by technical capability, aligning very well with the core competencies of Kimball. For example, in microfluidics, product dimensions are measured in microns, where even minor variations can impact fluid flow, test accuracy, and overall device performance. These products require specialized tooling, advanced process controls, highly automated manufacturing environments, and deep materials expertise to consistently achieve the precision and repeatability that customers demand. The same is true across drug delivery applications, where reliability, consistency, and regulatory compliance are critical given the direct impact these devices can have on patient outcomes. As a result, customers prioritize proven engineering expertise, quality systems, and long-term manufacturing partners over simply selecting the lowest cost supplier. These dynamics create higher barriers to entry, longer customer relationships, and more durable revenue streams, which we find attractive.
Helvoet has a blue-chip customer base that is highly complementary to our existing portfolio. We see meaningful opportunities to expand customer engagements, pursue larger and more complex programs, and leverage the combined capabilities of the platform to support customers throughout the entire development and manufacturing life cycle. Finally, the geographic footprint offers future growth potential with a strengthened presence in Europe, immediate access to the rapidly growing medical market in India, and a clear pathway to accelerate growth to our facility in Indianapolis by providing Helvoet with a much-needed manufacturing location in the United States. We believe this combination creates a real-time opportunity to leverage Helvoet's technologies, customer relationships, and engineering expertise while utilizing Kimball's manufacturing capacity, operational infrastructure, commercial relationships, and access to capital to support future growth.
I'll now turn the call over to Jana to provide additional insights on the financial profile of Helvoet and discuss terms of the transaction. Jana?
Thank you, Ric. In calendar 2025, Helvoet revenue totaled approximately $56 million, with an EBITDA margin rate in the mid-teens. Geographically, nearly 60% of revenue was shipped to customers in Europe and almost 40% to Asia, demonstrating the opportunity for future expansion, particularly in the United States. From a medical end market perspective, over 50% of revenue is derived from in vitro diagnostics, including diagnostics and microfluidic applications such as point-of-care testing cartridges, blood warming cartridges, and blood filtration solutions. Approximately 10% of revenue comes from drug delivery, including disposable syringes, proprietary syringe technologies, inhalers, pen injectors, and glucose monitoring solutions. These categories represent some of the most attractive segments within healthcare and align closely with our strategic priorities. Customer concentration is manageable, with the top 10 customers representing approximately 70% of total revenue.
Helvoet has maintained an average relationship tenure over 10 years, consistent with our focus on long-standing customer relationships. Based on our estimates for calendar 2026 and projections for future years, we believe this transaction will be accretive to our fiscal 2027 adjusted earnings, with sales in the Kimball medical vertical increasing in the low double-digit range. These dynamics create a unique opportunity to acquire a highly attractive medical manufacturing asset at a valuation below typical medical CDMO transaction multiples. At the same time, our existing customer relationships, manufacturing footprint, and medical capabilities could further expand the medical portion of the combined businesses. As Ric mentioned, the purchase price was EUR 90 million, or approximately $103 million, excluding working capital adjustments, customary purchase price adjustments, and transaction-related costs. We funded the acquisition through a combination of cash and available borrowing capacity on our existing line of credit.
Our pro forma leverage profile remains consistent with the capital allocation priorities of the company. Overall, the transaction is strategically compelling, financially attractive, and positions Kimball for long-term value creation. I'll now turn the call back over to Ric for a few closing remarks. Ric?
Thanks, Jana. In closing, we are extremely excited about the opportunity ahead. We have been talking about our medical CMO strategy for quite some time, and we are pleased with the execution of our teams and partners to get this across the finish line. From a strategic standpoint, Helvoet possesses the characteristics we look for in an acquisition: a differentiated medical CDMO platform with expertise in materials science, precision manufacturing, automation, and customer development; an accretive expansion opportunity that deepens our presence in Europe, provides access to the emerging market in India, and potentially accelerates growth in the U.S. by leveraging our facility in Indianapolis; m eaningfully expands our exposure to highly attractive medical end markets such as microfluidics, diagnostics, and drug delivery; a well-run operation with an excellent management team that brings approximately 85 years of combined industry experience; and f inally, possible vertical integration sometime down the road as Helvoet currently outsources electronics manufacturing activities.
This transaction brings together two organizations that share a commitment to engineering excellence, operational quality, customer partnership, and long-term value creation. We are extremely excited to welcome Helvoet to the Kimball family. Over time, we will rebrand the Tilburg and Pune facilities as Kimball Solutions, but this will occur at a measured and thoughtful pace. Our number one priority is to grow our medical CMO business by unlocking the synergies that exist between the organizations. And while today marks an important milestone, we view it as another step in the journey, not the destination. Operator, we would now like to open the lines for questions.
Thank you. Ladies and gentlemen, analysts may ask a question at this time by simply pressing star one on the telephone keypad. You may remove yourself from the queue by pressing star two on your keypad. We ask that if you are using a speakerphone, you pick up the handset before pressing your questions. Our first question today is coming from Mike Crawford of B. Riley Securities. Please go ahead.
Thank you. Was this a competitive transaction, or could you describe the process a little more in detail?
Hey, Mike. Good morning. Yes, it was. They actually ran a process. They had sell-side representation, and i t was a competitive process, multiple bidders, both strategic and PE.
Okay. Have you pursued similar processes in the recent future where you haven't won out, or are there any similar opportunities in your pipeline?
I'll answer both questions. First, we've been at this in terms of M&A opportunity, looking for the right strategic fit for some time now. We've been talking about this for probably the better part of two years. Was this the first acquisition we looked at? No. Have we been in other processes? Yes. But we didn't lose out on anything out of price points that we felt badly about. So, I'll just, I'll say that. Some of the best deals are the ones you don't do because they, at some point, don't make sense. In terms of future pipeline, it remains really strong. What we have said historically is what we intend to do, which is strategic tuck-in acquisitions over time that really create a thoughtful portfolio of assets for the medical CMO/CDMO business. This is the first. It will likely not be the last.
Hey, Mike, this is Andy. We are very disciplined, I mean, d isciplined in prior processes to know when to walk away and disciplined in our screening. We have a set out series of criteria, and we very much closely monitor how the target aligns with what we think we need in an acquisition.
Okay. Thanks for that. Then, just one final one from me is, how long do you expect it to take to port some of the IP and CDMO processes to your new facility in Indiana?
We're going to start that process immediately. As a matter of fact, the Helvoet team has already been to our Indianapolis facility, and we'll have members from our Indy team over visiting Helvoet in short order, immediately.
Yeah. They actually have a six-hour head start on us today. And after the local announcement started a customer outreach around the new ownership and around the opportunities for top-line synergies. That process has started.
All right. Thank you very much.
Again, ladies and gentlemen, that's star one for an analyst to ask a question. The next question is coming from Max Michaelis of Lake Street Capital Markets. Please go ahead.
Hey, guys. Jaeson on for Max. Congrats on the announcement this morning.
Oh, good. You're like, "Who just sent Max? Why isn't it Jaeson?"
I appreciate you guys taking my questions. Just curious if you could provide some info on their growth rate and gross margin profile recently.
Yeah. Very attractive growth rate. They've been growing double-digits, and w e expect double-digit growth into the future on the top line. Gross margin is in keeping with what you would expect for a medical CDMO. So, really robust gross margin rate, significantly higher than Kimball, but in keeping with industry average for a CDMO, in my opinion.
And Jaeson, Eveline, the CEO, has very much executed a strategy that in some ways mirrors Kimball, in that when she joined the company three, four, or five years ago, she started to lean more and more into medical end markets and to reduce or divest non-medical end market products. She moved away from some food and beverage. She still has quite a bit, but she very much homed in on the best food and beverage opportunities to keep those in the portfolio, free up space and equipment for future medical opportunities, and that's reflected in the top-line projections that Jana mentioned.
Got you. That's really helpful. I know you mentioned sort of the customer concentration, but curious if there are a couple kind of chunky programs that make up a large part of their revenue.
Yeah. Their top customer represents less than 10% of their revenue, and the top 10 customers are about 70% of their revenue. We are really comfortable with the customer diversification because, again, it is not just customers, it is also then programs within that customer. So, very similar to Kimball, where you might have a customer like Nexteer, that is our number one customer, representing 10% of our revenue, but it is made up of 18 different programs. Their profile is similar.
Okay, that makes sense. Last one from me, and I will jump back into queue. Just curious if you could expand a bit more on your comments about pursuing larger and more complex programs now that they are under the Kimball umbrella. Can you just talk about sort of the confidence, and have you already sort of targeted some customers where this could be possible?
Yes. Good to have you on, Jaeson. We have. One of the things that we know that Kimball will bring to the opportunity is funding capital in order to go after larger programs. Just given the size of Helvoet, we understand that there were some opportunities in the past that were more difficult to pursue, and we are very eager to invest in those kinds of programs. We did have the opportunity, as is customary, to have sort of high-level discussions during the process with some of Helvoet's largest customers, and w e were really encouraged with not only the reputation of Helvoet and the long-term relationships and partnerships that they have had with those customers, but with their excitement about the combination of the two companies.
So, yeah, it is priority number one for us to go after these customer synergies and, as Jana said earlier, that work is starting now.
Got you. That's good to hear. Thanks again, guys.
Thanks, Jaeson.
Thank you. Once again, that is star one to register a question at this time. Our next question is coming from Anja Soderstrom of Sidoti & Company. Please go ahead.
Hi, thank you for taking my questions, and congratulations on what seems like a good acquisition. I'm just curious, what do you think motivated Hydratec Industries to divest of Helvoet?
That's a good question. Hydratec did a fair amount of strategic streamlining of their own. They actually sold off not just this business, but another similarly situated asset, so that they could focus on the core of their business. It is, again, very much akin to when we sold off our automated test and measurement business a year ago. Really great business but just wasn't center-of-plate strategy for what we wanted to do. We're really happy to have Helvoet as part of our strategic portfolio.
How did you come across it? How did it get in front of you?
We actually received an inquiry from the sell side representation, and it's a company that we had known, so it wasn't a cold call. They reached out with the opportunity when it was entering market to test our level of interest. That was well over six months ago. We've been talking about this for some time. As we went through our due diligence, just found an awful lot of synergies, an awful lot of alignment with what was important from an acquisition perspective from our side.
Okay, thank you. What kind of customer overlaps do they have with you, and what sort of cross-selling opportunities do you have with what you already have in your portfolio with the customers that you acquired?
Great question. We were excited as we worked through and understood, as Andy said, in the diligence, their customer list. It's actually quite complementary. We both have blue-chip customers. We have very little overlap of those customers. We expect it to be additive and for there to be, again, more growth opportunities that we can help fund with those customers. We're excited to leverage the additions now to our footprint with the additional capacity and capability in Europe, as well as the fast-growing market in India.
Talking about India and the India facility that you also are getting in this deal, how do you see yourself benefit from that?
India is a great low-cost region to operate in, so i f you think about that for customers and the demand there. Also, if you look at the demand for medical devices and products in the country, the demand is significant and growing. We're really excited about that opportunity. They need, as Ric alluded to, some capital to unlock growth there. We're going to be investing in that and supporting the Helvoet leadership team there. It's a great opportunity for growth.
Thank you. As you mentioned, about 30% of their revenue is not related to medical customers. How does that fit into the rest of your portfolio?
I chuckle a little bit because surprisingly, it fits into the other two verticals that we have quite well. No issues there. Really, when you look at this opportunity from a vertical integration standpoint, in terms of outside of medical, great strategic fit.
Okay. You are planning on folding this into the verticals you're already reporting, or are you going to report this separately?
Still working through that. But in terms of just revenue distribution, we'll fold them into the verticals. We'll also be giving you color on how this acquisition is performing specifically as a whole, because we know that you're going to want that for modeling purposes. We'll give you both.
Okay. One last one. I don't know, maybe I missed this, when is this expected to be closed?
Today.
It's closed.
Okay. It's done and done, huh? Congratulations.
Yeah.
Looking forward to follow it. Thank you.
Thanks, Anja.
Thank you. Ladies and gentlemen, this concludes today's question- and- answer session. A replay of this event can be accessed via the live webcast link or via phone replay by dialing 877-660-6853 or 201-612-7415. When prompted, enter ID 13761318, followed by the pound sign. The phone replay will be available for two weeks, and the webcast archive will be available for six months. Both options will be available in approximately one hour. This concludes today's event. You may disconnect your lines or log off the webcast at this time. Thank you for your interest in Kimball Electronics. Enjoy the rest of your day.