Forgent Power Solutions Announces Public Offering of Class A Common Stock Forgent Power Solutions Announces Public Offering of Class A Common Stock Share DAYTON, Minn.--(BUSINESS WIRE)--Forgent Power Solutions, Inc. (NYSE: FPS) ("Forgent†or the "Company†), a leading designer and manufacturer of electrical distribution equipment used in data centers, the power grid and energy-intensive industrial facilities, today announced a public offering of its Class A common stock. The offering consists of 20,688,335 ...

As filed with the Securities and Exchange Commission on March 24, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION (I.R.S. Employer Identification No.) 11500 Dayton Parkway Dayton, MN 55369 (763) 588-0536 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Gary J. Niederpruem Chief Executive Officer Forgent Power Solutions, Inc. 11500 Dayton Parkway Dayton, MN 55369 (763) 588-0536 Washington, D.C. 20549 FORM S-1 RE ...

Financial Data and Key Metrics Changes - Revenues increased by 69% year-over-year, reaching $296 million, with a year-over-year increase of $121 million [12][13] - Adjusted EBITDA rose by 51% to $60 million, resulting in an adjusted EBITDA margin of 20.4% [12][14] - Adjusted net income increased by 66% [12] Business Line Data and Key Metrics Changes - Custom products grew by 59% to $235 million, representing 79% of total revenues [13] - Powertrain solutions more than tripled to $46 million, accounting for 16% of revenues [13] - Standard products and services grew by 13% and 5%, respectively, representing 3% and 2% of revenues [13] Market Data and Key Metrics Changes - Approximately 85% of revenue comes from three end markets: data centers, grid, and industrial [9] - Orders increased by 268% in Q2, particularly strong in data center and grid markets [17][21] - Book-to-bill ratio was 2.6, indicating strong demand acceleration [22] Company Strategy and Development Direction - The company focuses on high-value applications in technically demanding segments, such as data centers and battery energy storage projects [5][9] - Emphasis on customization, with 90% of revenue from engineer-to-order products, allowing for higher margins [10] - Plans to expand manufacturing capacity to support up to $5 billion in revenue [28][65] Management's Comments on Operating Environment and Future Outlook - Management noted that demand is exceeding expectations, with a strong pipeline for future orders [17][19] - Anticipated sequential margin expansion in Q3 and Q4 as productivity improves [18][30] - The company expects to generate strong operating and free cash flow starting in 2027 as capital expenditures decrease [77] Other Important Information - The company has a $1.5 billion backlog, which is expected to provide excellent visibility through fiscal year-end and into fiscal 2027 [32] - Significant investments in capacity expansion are underway, with $132 million spent out of a $205 million program [28] Q&A Session Summary Question: Backlog expansion expectations for Q3 - Management indicated that while Q3 order rates may not match Q2, there is meaningful order conversion and a growing pipeline [40] Question: Sequential margin improvement in the second half - Management expects incremental margins and strong SG&A leverage, with a significant portion of second-half EBITDA anticipated in Q4 [45] Question: Challenges in finding skilled labor - Management reported success in recruitment and onboarding, with plans to continue hiring as revenue scales up [48] Question: Exit rate on EBITDA in Q4 and revenue recognition - Management is confident in maintaining EBITDA margins above 25% and noted an increasing percentage of completion for larger projects [56] Question: Annualizing trends into 2027 - Management believes FY 2027 will be a solid year, with continued growth and margin expansion expected [62] Question: Revenue capacity as the year ends - The company will be materially complete with its capital expansion program, supporting up to $5 billion in revenue [65] Question: Lead times and industry movement - Management stated that lead times remain consistent, with the company delivering within market expectations [71] Question: Customer project timing and backlog conversion - Most backlog is expected to convert in FY 2026 and FY 2027, with a consistent turnover rate [75] Question: Operating cash flow generation - Positive operating cash flow is expected in the second half of the year, with strong cash flow anticipated starting in 2027 [77]

Financial Data and Key Metrics Changes - Revenues increased by 69% year-over-year, reaching $296 million, with a year-over-year increase of $121 million [11][12] - Adjusted EBITDA rose by 51% to $60 million, with an adjusted EBITDA margin of 20.4% [11][13] - Adjusted net income increased by 66% [11] Business Line Data and Key Metrics Changes - Custom products grew by 59% to $235 million, representing 79% of total revenues [12] - Powertrain solutions more than tripled to $46 million, accounting for 16% of revenues [12] - Standard products and services grew by 13% and 5%, respectively, representing 3% and 2% of revenues [12] Market Data and Key Metrics Changes - Orders increased by 268% in Q2, particularly strong in data centers and grid markets [16][19] - Book-to-bill ratio was 2.6, indicating strong demand acceleration [20] - Backlog reached $1.5 billion, twice last year's level and 45% higher than the end of September [20] Company Strategy and Development Direction - Focus on high-value applications in data centers, grid modernization, and industrial electrification [5][8] - Emphasis on customization, with 90% of revenue from engineer-to-order products [9] - Plans to expand manufacturing capacity to support up to $5 billion in revenue [25][61] Management's Comments on Operating Environment and Future Outlook - Demand is exceeding expectations, with significant growth in infrastructure investment [16][18] - Anticipated sequential margin expansion in Q3 and Q4 as productivity improves [15][17] - Strong visibility into future revenues due to a substantial backlog [27][28] Other Important Information - Company is investing in capacity expansion and hiring to meet demand, which may temporarily impact margins [25][26] - Adjusted EBITDA and adjusted net income are expected to more than double in the second half of the fiscal year [27][29] Q&A Session Summary Question: Backlog expansion expectations for Q3 - Management indicated that while Q3 order rates may not match Q2, there is meaningful order conversion and a growing pipeline [34][35] Question: Sequential margin improvement in the second half - Management expects sequential margin increases from Q2 to Q3 and Q3 to Q4, with a significant portion of EBITDA expected in Q4 [38][40] Question: Challenges in finding skilled labor - Management reported success in recruiting and retaining skilled labor, with plans to continue hiring as revenue scales up [42][43] Question: Exit rate on EBITDA in Q4 and revenue recognition - Management is focused on delivering strong results for 2026, with expectations of maintaining EBITDA margins above 25% [51][52] Question: Annualizing trends into 2027 - Management believes FY 2027 will be a solid year, with continued growth and margin expansion expected [57][58] Question: Revenue capacity as the year ends - Management confirmed that the capital expansion program will support up to $5 billion in revenue, with continued labor additions as revenue scales [60][61] Question: Lead times and industry movement - Management noted that lead times remain consistent, with no significant changes in the market [64][66] Question: Customer project timing and backlog conversion - Management indicated that most backlog is expected to convert into revenue within FY 2026 and FY 2027 [71][72] Question: Operating cash flow generation - Management expects positive operating cash flow in the second half of the year, with strong cash flow generation anticipated starting in 2027 [73]

Financial Data and Key Metrics Changes - Revenues increased by 69% year-over-year, reaching $296 million, with a year-over-year increase of $121 million [11][12] - Adjusted EBITDA rose by 51% to $60 million, resulting in an adjusted EBITDA margin of 20.4% [11][13] - Adjusted net income increased by 66% [11] Business Line Data and Key Metrics Changes - Custom products grew by 59% to $235 million, accounting for 79% of total revenues [12] - Powertrain solutions more than tripled to $46 million, representing 16% of revenues [12] - Standard products and services grew by 13% and 5%, respectively, contributing 3% and 2% to total revenues [12] Market Data and Key Metrics Changes - Orders increased by 268% in Q2, with significant demand from data centers and grid markets [16][19] - The book-to-bill ratio was 2.6, indicating strong demand acceleration [20] - Backlog reached $1.5 billion, twice the level from the previous year [20] Company Strategy and Development Direction - The company focuses on technically demanding segments such as data centers, semiconductor fabs, and battery energy storage projects [5][7] - Emphasis on customization, with 90% of revenue coming from engineer-to-order products, allowing for higher margins [9] - Plans to expand manufacturing capacity to support up to $5 billion in revenue [25][62] Management's Comments on Operating Environment and Future Outlook - Management noted that demand is exceeding expectations, with a strong pipeline for future orders [16] - Anticipated sequential margin expansion in Q3 and Q4 as productivity improves [14][17] - The company expects revenues for the second half of the year to range between $695 million and $745 million, with adjusted EBITDA projected at $175 million to $185 million [27] Other Important Information - The company has invested in capacity expansion across multiple campuses, with $132 million spent out of a $205 million program [25] - Manufacturing headcount increased by 80% year-over-year to meet demand [26] - The company is focused on delivering custom products at scale with short lead times, enhancing competitive advantage [21][67] Q&A Session Summary Question: Expectations for backlog expansion in Q3 - Management indicated that while Q3 order rates may not match Q2, there is meaningful order conversion and a growing pipeline [35] Question: Sequential margin improvement in the second half - Management expects incremental volumes and strong SG&A leverage to drive sequential margin increases from Q2 to Q3 and Q4 [39] Question: Challenges in finding skilled labor - Management reported success in recruiting and retaining skilled labor, with plans to continue hiring as revenue scales up [44] Question: Exit rate on EBITDA in Q4 and revenue recognition - Management is confident in maintaining EBITDA margins above 25% and noted an increasing percentage of completion for larger projects [51][52] Question: Annualizing trends into 2027 - Management believes FY 2027 will be a solid year, with continued growth and margin expansion expected [58] Question: Revenue capacity as the company exits the year - Management confirmed that the capital expansion program will support up to $5 billion in revenue, with labor additions continuing to scale with growth [62] Question: Lead times and industry movement - Management stated that lead times remain competitive and consistent, with no significant changes observed in the market [67]

SECOND QUARTER 2026 FINANCIAL RESULTS March 16, 2026 IMPORTANT NOTICE AND DISCLAIMERS Cautionary Note Regarding Forward-Looking Statements This presentation and accompanying webcast contain forward-looking statements that are based on our management's beliefs, expectations and assumptions and currently available information. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment pl ...

Core Insights - Forgent Power Solutions, Inc. (NYSE:FPS) shares are experiencing significant upward momentum following the release of strong second-quarter financial results [1] Financial Performance - The company reported revenue of $296.40 million, exceeding the consensus estimate of $283.19 million, and showing a 69% year-over-year growth [2] - Adjusted earnings per share were 15 cents, surpassing the consensus estimate of 13 cents [2] - Bookings surged by 268% year-over-year to $762 million, with the book-to-bill ratio increasing to 2.6x from 1.6x in the first quarter [2] Backlog and Future Outlook - The backlog reached $1.5 billion as of December 31, reflecting a 45% increase quarter-over-quarter and a 100% increase year-over-year [3] - The company anticipates fiscal-year revenue between $1.27 billion and $1.32 billion, compared to the consensus estimate of $1.28 billion [3] IPO Information - Forgent priced its initial public offering on February 4 at $27 per share, with trading commencing on February 5 under the ticker symbol "FPS" [4] - The total offering size, including the underwriters' over-allotment option, was approximately $1.7 billion [4] Stock Performance - As of the time of publication, Forgent shares were trading 6.46% higher at $32.98 [5]

IPO and Financial Transactions - Forgent Power Solutions, Inc. completed its IPO on February 6, 2026, raising $491.8 million in net proceeds from the sale of 16,586,427 shares of Class A common stock at a public offering price of $27.00 per share[28]. - The company indirectly purchased 19,074,391 capital ownership interests of Opco using the proceeds from the IPO[28]. - Following the IPO, Forgent Power Solutions, Inc. owns 76.65% of the economic interests of Opco, consolidating its financial results[28]. - Forgent Power Solutions received $491.8 million in proceeds from its IPO, which was used to purchase Opco LLC Interests[115]. Financial Performance - Total revenues for the three months ended December 31, 2025, were $296,404 thousand, representing a 69% increase compared to $175,338 thousand for the same period in 2024[45]. - Gross profit for the six months ended December 31, 2025, was $199,708 thousand, up from $130,200 thousand in the same period of 2024, indicating a 53% increase[45]. - Net income attributable to Forgent Intermediate LLC for the six months ended December 31, 2025, was $10,259 thousand, compared to $10,874 thousand for the same period in 2024, reflecting a slight decrease of 6%[45]. - Revenues for the three months ended December 31, 2025, were $296,404 thousand, a 69% increase from $175,338 thousand in the same period of 2024[105]. - Custom products revenue increased to $234,517 thousand for the three months ended December 31, 2025, compared to $147,099 thousand in 2024, representing a 59% growth[105]. - Gross profit for the six months ended December 31, 2025, was $199,708 thousand, up from $130,200 thousand in 2024, reflecting a 53% increase[105]. - Net loss for the three months ended December 31, 2025, was $(91) thousand, a decrease from a net income of $6,431 thousand in the same period of 2024[105]. Expenses and Liabilities - Operating expenses for the six months ended December 31, 2025, were $148,455 thousand, significantly higher than $88,654 thousand for the same period in 2024, reflecting a 67% increase[45]. - Operating expenses for the three months ended December 31, 2025, were $81,666 thousand, compared to $44,810 thousand in 2024, marking an increase of 82%[105]. - Total liabilities rose to $1,107,633 thousand as of December 31, 2025, compared to $963,400 thousand as of June 30, 2025, indicating a 15% increase[43]. - Long-term debt, net of discount and deferred financing costs, was $579.0 million as of December 31, 2025, compared to $496.9 million as of June 30, 2025, an increase of 16.5%[77]. - Accrued expenses totaled $106.1 million as of December 31, 2025, compared to $79.5 million as of June 30, 2025, reflecting an increase of 33.5%[76]. Cash Flow and Assets - Cash and cash equivalents at the end of the period were $106,165 thousand, down from $111,322 thousand at the beginning of the period, marking a decrease of 5%[50]. - Total assets increased to $1,697,131 thousand as of December 31, 2025, from $1,536,686 thousand as of June 30, 2025, representing an increase of 10%[43]. - The company reported a net cash provided by operating activities of $6,007 thousand for the six months ended December 31, 2025, a decrease from $59,713 thousand in the same period of 2024[50]. - Accounts receivable, net increased to $251.0 million as of December 31, 2025, up from $160.0 million as of June 30, 2025, reflecting a growth of 56.5%[67]. - Inventory, net rose to $160.5 million as of December 31, 2025, compared to $117.6 million as of June 30, 2025, marking an increase of 36.4%[68]. - Property and equipment, net increased to $157.6 million as of December 31, 2025, from $108.2 million as of June 30, 2025, representing a growth of 45.6%[69]. Risks and Challenges - The company faces risks from reliance on fewer customers for Powertrain Solutions, which could significantly impact sales if orders decline[15]. - Environmental, health, and safety laws may result in substantial costs and liabilities for the company[15]. - The integration of business acquisitions poses operational risks that could affect the company's performance[15]. - The company is subject to various risks from external factors such as geopolitical conflicts and economic volatility, which may disrupt operations[15]. - Delaware law and anti-takeover provisions may delay or prevent changes in control or management, impacting shareholder value[15]. Accounting and Compliance - The company is evaluating the impact of new accounting standards effective in 2026 and 2027, which may affect financial statement disclosures[64][65]. - The effective interest rate for the Senior Credit Facilities as of December 31, 2025, was 7.39% per annum[81]. - Interest expense for the three months ended December 31, 2025, was $21.0 million, compared to $13.7 million for the same period in 2024, reflecting an increase of 53.4%[88]. - The company's effective income tax rate for the three months ended December 31, 2025, was 81.5%, significantly higher than the 11.6% rate for the same period in 2024[91]. Strategic Focus - The company has a significant focus on custom-engineered electrical distribution equipment for data centers and industrial facilities, indicating a strategic emphasis on high-demand applications[51]. - The company has four principal offerings: Custom Products, Powertrain Solutions, Standard Products, and Services, with revenue recognized based on specific performance obligations[98][99][100][101]. - The 2026 Incentive Award Plan was approved, granting 670,185 restricted stock units (RSUs) at an aggregate fair value of $18.1 million, vesting over one to three years[39]. - The company incurred sponsor fees totaling $10.5 million for the three months ended December 31, 2025, compared to $2.7 million in 2024[111].

Financial Performance - Fiscal Q2 2026 revenues reached $296 million, a 69% increase year-over-year[3] - Bookings surged to $762 million, reflecting a 268% year-over-year growth, with a book-to-bill ratio of 2.6x[3][6] - Backlog increased to $1.5 billion, up 100% year-over-year and 45% quarter-over-quarter[3][6] - Adjusted Net Income for Q2 was $36 million, a 66% increase compared to the prior year[4][9] - Adjusted EBITDA for Q2 was $60 million, representing a 51% increase year-over-year[5][9] - Full year fiscal 2026 revenue guidance is set between $1,275 million and $1,325 million, indicating a 73% growth at the midpoint[10] - Adjusted EBITDA for the full year is projected to be between $300 million and $310 million, reflecting an 80% increase at the midpoint[10] Capital Expenditures and Investments - Capital expenditures in Q2 were $26 million, primarily for capacity expansion, expected to support up to $5 billion in annual revenues[7] - The company plans to maintain capital expenditures at approximately 1% of revenues annually post-expansion[7] - The initial public offering raised approximately $1.7 billion, with shares trading under the ticker symbol "FPS" starting February 5, 2026[11] Asset and Liability Management - Total current assets increased to $577,580 thousand as of December 31, 2025, compared to $445,147 thousand as of June 30, 2025, representing a 30% growth[22] - Total liabilities increased to $1,107,633 thousand as of December 31, 2025, from $963,400 thousand as of June 30, 2025, marking a 15% rise[22] - Cash and cash equivalents decreased to $106,165 thousand at the end of the period from $111,322 thousand at the beginning, a decline of 5%[26] Operational Performance - Revenues for the three months ended December 31, 2025, were $296,404 thousand, a 69% increase from $175,338 thousand in the same period of 2024[24] - Gross profit for the six months ended December 31, 2025, was $199,708 thousand, up from $130,200 thousand in 2024, reflecting a 53% increase[24] - Net cash provided by operating activities for the six months ended December 31, 2025, was $6,007 thousand, a significant decrease from $59,713 thousand in 2024[26] - Adjusted EBITDA for the six months ended December 31, 2025, was $125,483 thousand, compared to $83,094 thousand in 2024, indicating a 51% increase[27] - Adjusted net income for the six months ended December 31, 2025, was $75,087 thousand, up from $44,789 thousand in 2024, reflecting a 67% increase[30] - Operating expenses for the six months ended December 31, 2025, totaled $148,455 thousand, compared to $88,654 thousand in 2024, representing a 67% increase[24] - Net income attributable to Forgent Intermediate LLC for the six months ended December 31, 2025, was $10,259 thousand, slightly down from $10,874 thousand in 2024[24]

Core Insights - Forgent Power Solutions, Inc. reported significant growth in its fiscal second quarter 2026, with revenues reaching $296 million, a 69% increase year-over-year, driven by strong demand from data center and grid customers [2][4] - The company experienced a remarkable 268% year-over-year increase in bookings, resulting in a book-to-bill ratio of 2.6x, indicating robust order growth and a backlog of $1.5 billion, which is up 100% year-over-year [2][4][5] - Adjusted net income for the quarter was $36 million, a 66% increase from the previous year, while adjusted EBITDA rose to $60 million, reflecting a 51% year-over-year growth [4][5][6] Financial Performance - Revenues for the fiscal second quarter were $296 million, up from $175 million in the same quarter last year, marking a 69% increase [2][8] - Adjusted net income was reported at $36 million, a 66% increase compared to $22 million in the prior year [4][5] - Adjusted EBITDA reached $60 million, up 51% from $40 million year-over-year [4][6] Order and Backlog Growth - Bookings for the quarter totaled $762 million, representing a 268% increase year-over-year [2][4] - The backlog stood at $1.5 billion, reflecting a 100% increase compared to the same quarter last year and a 45% increase from the previous quarter [2][4] Guidance for Fiscal 2026 - For the full fiscal year 2026, the company expects revenues to be in the range of $1,275 to $1,325 million, representing a 73% year-over-year growth at the midpoint [4][9] - Adjusted EBITDA is projected to be between $300 to $310 million, indicating an 80% year-over-year growth at the midpoint [4][9] - Adjusted net income is anticipated to be in the range of $190 to $200 million, reflecting a 120% year-over-year growth at the midpoint [4][9] Operational Insights - The company is accelerating hiring to meet increased production demands, with expectations of margin expansion in the upcoming quarters as production volumes increase [7] - Capital expenditures for the quarter were $26 million, primarily related to capacity expansion, which is expected to support up to $5 billion in annual revenues once completed [7]