Mutares SE & Co KgaA

XETRA:MUX

Earnings Call Transcript 2024-Q3

[Operator]

Good afternoon, everyone, and welcome to the Mutares Earnings Call for Q3 2024. On the call today, the CIO, Johannes Laumann, and the CFO, Mark Friedrich, will present the results and most relevant events of Q3 2024. After the presentation, they will be available to answer your questions. The presentation shown is available on the Mutares website after the call.

Before we start, I would like to remind you that this presentation contains forward-looking statements, including projections which may not develop as currently expected. I, therefore, kindly ask you to take note of the precautionary warning about forward-looking statements that is included in the materials on the website.

Now let me hand over to Johannes Laumann.

[Johannes Laumann, executive]

Thank you very much, and a very warm welcome to our earnings call Q3 2024 in this quite interesting times, having a new President in the U.S. last night, the demission of the government here in the country surrendered what we like in Munich a lot, a win of Bayern in the Champions League. So let us go through quickly a reminder of what we do, how we do, how we have developed. Then I will go to the highlights of Q3 and already having a little look into Q4 because we are already in November time before I hand over to Mark for the financials of the Q3, and I will close then with the outlook again.

Our business model is unchanged. We are operating in 13 countries with 14 offices with the main focus on Europe, having added international footprints in Chicago, Shanghai and Mumbai, where I will be next week in order to further stabilize and further also accelerate the growth. We are operating in 4 segments: Automotive segment, the Engineering & Technology segment, the Goods & Service segment and the Retail & Food segment. Okay. Back on track. Sorry, we lost here, I think, the stability of the presentation.

And then those 4 segments stands for us for 2 things. So it stands for a risk mitigation within the portfolio, and it stands secondly, for having a chance at any time to buy and having a chance at any time to sell. The companies we are looking at has a size of typically above EUR 100 million, EUR 200 million to EUR 400 million is our sweet spot when it comes to platform investment based on the fact that we look for the absolute value, the absolute euros on holding level, and that is much easier on larger scale.

And then turnaround here. We are a lot of times asked what type of transactions we do. And the main type of transactions we do and the only type of transaction we do is where we have an operational improvement potential and where we do see an operational improvement potential with our consultants we have on the payroll.

We are separating in 4 phases our life cycle. So the acquisition part is the part where we buy the companies, and we have filled up the pipeline again. We have transacted significantly also in Q3 on the buy side, but also on the sell side, and we will continue to do that. Just today, we have announced another transaction in the Polish market for us, a newly developed market just over a year. And we are very happy that we have conducted today or yesterday night, the signing of Natura, a retailer -- a very well-known retailer in Poland.

On the acquisition side, we have to invest and we invested in our portfolio companies throughout the life cycle. There are basically 3 types of investments we do. One, the very, very first type of investment is buy a contract from the seller. We are forced and applied to put skin in the game to invest in the business we are buying or to invest in a purchase price when we strategically buy an add-on. So by contract, we invest into our company.

Secondly, there is an investment in building up the groups, in building up groups like Amaneos, in building up groups like FerrAl United, in building up groups like NEM in order to bring that at the end of the day to a larger exit.

So on purpose, we invest there into the existing portfolio by purchase price or we invest by manpower by our consultants or we directly invest. And the third investment, which is a case-to-case decision is if things are not going as planned, we are -- we take the freedom to divest -- to invest, sorry, before divesting into a portfolio in order to reduce or eliminate the impact on the rest.

Given an easy example, we invest that a company survives when it's not going according to plan or things happening on the geopolitical side in order to not harm the rest of the portfolios, to not harm any stakeholders who pays us the bad things back on the other portfolio. So it's a case-by-case decision. Those are 3 types of investments we do on the acquisition side.

Realignment, this is where I started my Mutares career. This is hardcore restructuring. This is bringing a minus EUR 30 million business to a breakeven scenario. This is where you go to the customer base, where you go to the supplier base and you really changed the company. This is the spirit. This is our core USP. We are putting day-to-day our heart and soul on the line to make it happen.

The optimization phase then is the creation of the new setup, the creation and the stability of the business we are having. And at the end of the day, the harvesting phase is the one where we're preparing for divestment. They come to that in the outlook later on. And last but not least, also divest.

We have started to invest a lot in the business. We have a typical holding period of 3 to 6 years. And we have already seen in the last year and this year, that it kicks in our growth path. It kicks in when we have divested S&P. It kicks in when we have divested Frigoscandia. And the growth strategy kicks in when we have done the listing of Steyr Motors.

Having a quick look on the portfolio, and Mark will go into very much detail. I wanted to mention on the Automotive side, the Amaneos and FerrAl Group, where we have heavily invested to be too big to fail, to be a significant player in the automotive supplier market. And what we see today is that we are recognized as such a significant player in the market.

The last transactions we've done, for example, which went into the Amaneos Group, which was SMR, was a -- we provided a solution for a large, large German OEM who approached us in order to take over the business and say, please provide me solution, I'm going to pay for it. And at the end, it's a win-win scenario.

So the Amaneos and FerrAl Group, I'm absolutely convinced, will pay off in the years to come. We have created 2 large groups over EUR 1 billion of turnover global footprint, and we are perceived from all the OEMs as significant players in the plastic market for Amaneos and in the metal and aluminum market for FerrAl United.

Engineering & Technology, a quick word on Buderus Edelstahl, a very well-known brand here in the country, an acquisition we have lately conducted with voestalpine. It's a factory providing roughly a little bit more than EUR 300 million. And this is a typical Mutares case. This is a case where we understand the business, where we understand the market, where we know what we want to do with the business, and we will confirm that once we have conducted a closing, which is expected latest beginning of Q1. There's still a good chance that we can close the deal even this year. But this is a very significant step also bringing the Engineering & Technology forward.

The next one, and I come to that also later quickly, but I want to confirm what has been -- I want to confirm what is already out in the market on the merger market, it was already said. So Conexus is a deal we did in the past in Italy. We developed a business. We made it profitable. And now, we are bringing it to the market up for sale.

And last but not least, Natura transaction we signed last night with the Polish team in Warsaw. So a great, great achievement there to be in the market and have conducted this transaction in the Retail Cosmetics business, a EUR 100 million, very, very well-known brand in Poland.

Coming quickly to the key highlights of Q3 and Q4. So we conducted buy-side acquisitions on the signing and on the closing of the transactions. And what you see on the left side, the closing of the transaction, which were 2 add-ons for the FerrAl United Group, which was one add-on for the Terranor Group and which was Matikon, which is previously Fischer Automotive.

We have conducted strategic add-ons for the FerrAl Group and for the Terranor Group in order to create more value later on when we exit the business. You see EUR 300 million roughly is the purchase revenue, and we have invested EUR 17 million. The signed transactions, we are now believing we have built the groups as large as we want them to be as significant as we want them to be. The newly signed transactions, they were predominantly platform transaction, except of the one on the bottom, which was the one where a German OEM asked us to provide a solution for them.

But [indiscernible], Buderus and Natura are platform acquisitions. And what you clearly see is that the relation between the turnover we acquired and the investments we did on the deal side significantly goes down. And that is the strategy going forward.

We have built up the groups like we want to build them up. We have invested in the business, which we firmly believe will pay off. Now what you see is you see more exits and you see less investments from the very beginning in a deal.

On the exit sides, we have divested 2 things in Q3, Q4. One was Repartim, which we sold to a large French strategic and MobiLitas, which we sold and also to a local strategic, which was part of the Arriva acquisition, which we did from Deutsche Bahn AG.

Two more highlights from the capital markets side. We have placed successfully a bond of EUR 135 million in September 2024, a Nordic bond next to the existing instrument. And we have several times, and we are fully standing behind and repeatedly now confirmed the guidance for 2024. The latest capital market transaction we have done and capital market event we have done is the listing of Steyr Motors.

The listing of Steyr Motors, we have decided for a listing here in a difficult market environment because we believe in the company. We have done a great turnaround in a very short period of time, carve-out situation from Thales in France. And we have put the company on a stable growth path and on a stable profitability path.

Obviously, the market helped us here also to further accelerate. And then last week, it was successfully placed with a share price of EUR 14, which is a successful placement of roughly 30% of the shares.

We still hold 71% of the shares because we believe in the success of Steyr Motors in the future. We want to hold it, and we want to sell it at a later stage. There will be a full sell-down, but not immediately at all. There is a growth path of 50% in revenues and in profitability. But we, as Mutares, want to benefit, and we believe that's the biggest and maximization of shareholder value creation, what we could do with Steyr Motors.

Let me use as a final word on this Steyr Motors IPO to thank the team of Steyr Motors, to thank the transaction team, peaking, guiding by Julian Cassutti, the CEO of the business, who did a fantastic job in making Steyr Motors successful, but also IPO-ing the business. Very well done. We are very proud that we are still a majority owner of this business.

With that, I would like to hand over to Mark for the financials.

[Mark Friedrich, executive]

Thanks, Johannes. So I [ prepared ] to talk about the financials Q3, which is across Europe, obviously, summer months, including here with August and starting with the overview of the financials. It pretty much takes out that the group had a setback in adjusted EBITDA, which is quite normal because we have August and July in the Nordics that are a bit weaker. And in addition, we see that the new acquisitions kick in, which is with our business model quite normal. They contribute negatively in the beginning.

We reached almost EUR 4 billion in revenues in the group, so quite okay in terms of what we want to achieve step by step, add EUR 1 billion pretty much a year and are here on track also in 2024.

Looking at the Mutares Holding, you see that revenue is a bit lower in Q3 because we have in August, approximately EUR 3 million less revenues due to the summer break, profitability quite flat. We had some one-offs in the quarter due to the bond issues, but I would go into more detail here on the next page because we have now included a couple of more slides that we already presented in -- 4 weeks ago in the call on the 4th of October.

Starting with the P&L of the holding that we all the time present on a quarterly basis. We released this quite soon. And here, you see that revenue is up a bit, and we are quite on track to be way higher than last year. And you see here quite prominent because it takes out that we have an other operating income of almost EUR 7 million. And the EUR 7 million is, quite the majority of it, is a release of a provision that was connected to a transaction that we did. We had a deposit at a bank. And this is not necessary anymore. And that's why we were able to release the provision and cashed it in, in the beginning of October.

So on the other hand, you see that personnel expenses are flat and this only includes the personnel expenses of the holding and the personnel expenses or other expenses that we have with our global expansion and also with our offices across Europe are included in what we call here expenses for purchased services.

Then we have the other operating expenses where we have a setback and -- or a positive decrease, not a setback, positive decrease compared to last year. That is across pretty much all kind of expenses in line items. You see here on the right, M&A services, legal, travel and admin costs all went or decreased a bit. And in combination with the increased revenue, we see that the EBITDA improved substantially. And we also believe that this going forward will be the case. And that's exactly in line with what we said 4 weeks ago that we have steered into the right direction and that quarter-by-quarter, we will also see this in the financial reporting.

A couple of more slides regarding the distribution of our risk and starting with the one that we also showed here already. So we have a distribution -- or we have invested approximately EUR 650 million and that you see here in equity loans and receivables. And at the bottom, we also included here the distribution across the different life cycles. And you can see here that realignment already is quite low, and it will remain low due to what Johannes said what you saw in terms of investments, initial investments in the M&A phase, which are coming down quite substantially. And you see that in optimization, we have currently the majority of investments, and that is mainly attributable to the big groups.

The big groups that we wanted to have, it's Amaneos and FerrAl that combined approximately EUR 200 million, and then we have a couple of other big assets in here, also namely Lapeyre that would contribute here substantially to the amount in the middle.

Clustering this again in a different view in segments. And here, we said that some of our portfolio companies are obviously in these days more eligible for an exit. Steyr was a good example. Conexus is another good example. And we will also harvest in the Automotive & Mobility segment, in the Engineering & Technology segment, where we also have promising assets and where we want to get back, obviously, much more than our investments and want to do this when the time is right.

Coming to the quarterly financials of the different segments here, again, and despite some closings, you see that Q3 was not advancing as much as some would expect. You see here less revenues in Goods & Services and in Retail & Food compared to the months before and a slight increase in Automotive & Mobility with the closing of Matikon on the other hand, also in the automotive industry, this is a month or a quarter that is, yes, having low activity, and therefore, we have also here the adjusted EBITDA that is quite negative compared to the quarters before.

Going into the different segments. Johannes already picked a couple of different portfolio groups. And here, you see that we have in the Automotive & Mobility segment, which is the biggest one, only a handful of assets where we have the big ones, Amaneos and FerrAl, where we clearly focus on the footprint optimization and the increase in utilization of existing facilities that we have. The transaction that we here do for some of the -- or one of the big OEMs is a good example that is included in the Amaneos Group or CSFC Group, which is part of the Amaneos. And in addition, we still look for opportunities to acquire business for our existing portfolio, and this we continue throughout the next couple of quarters.

Next segment, Engineering & Technology by nature, quite a diverse segment and quite a stable segment. We have assets in here that have entered the group recently, namely Softiner and also actually, Efacec, they're both on a good track. Efacec is approximately 12 months now in the group, so much more advanced compared to Softiner that entered the group just recently.

We are here in both entities on a good way, but both in combination contribute substantially negative in the first 12 months when they entered the group here to the adjusted EBITDA. In combination, it's approximately EUR 15 million of adjusted EBITDA that is negative, but we are quite confident, especially with Efacec that this turns positive in '25.

On the other hand, we have companies in here that operate already quite well. Steyr Motors is now out and visible in the market. Also NEM is operating quite well, also Guascor. So we have here a handful of promising assets that are actually -- or part of them are actually also on the list that you will see here later on in this call from Johannes, which is a repetition of the slide that we showed on the 4th of October.

Then coming to Goods & Services, which is a segment that you see it here constantly operates positively because we have a couple of entities here in the segment that are doing well, that includes Terranor, also Palmia is doing really well. Conexus, Johannes mentioned it, is up for a divestment currently, collective, something that is delivering month by month actually, very good result, very positive results. And then we have the new entries in the group here with Greenview and Eltel that are something where we need to work on, especially with Eltel, which is a similar business to Conexus, we are quite positive.

Turning to the last segment, Retail & Food. Retail & Food is still dominated by the development of Lapeyre. And the weak consumer climate in France is also impacting substantially Lapeyre. And that's what you see here in the financials. We see that the team has done here a tremendous job in adapting the organization and also in initiating sales initiatives that are promising, which need some time to deliver results and turn some orders into the bucket and then finally turn into revenue. But what we see here is that we clearly are on the right path to turn around this company to something that is delivering positive results in 2025 in combination, that's our assumption with a decrease in interest rates in Europe and therefore, some pickup in activity in the construction business.

Final slide from my side here, the current life cycle. You see that we have not changed this. We just add entities here in acquisition and realignment phase in order to show the progress quarter-by-quarter. And you see that, obviously, the realignment phase, it becomes more negative. The more assets we include, we see the increase in revenue due to the closing of Matikon and Softiner and so on.

But that obviously contributes a negative adjusted EBITDA. Then we have the substantial decrease or negative adjusted EBITDA in the optimization phase. So this is mainly attributable to the big ones that I already mentioned now a couple of times, FerrAl United, Lapeyre, where we are in the middle of the transformation.

On the other hand, we have entities that do perform quite well in that bucket, Conexus and NEM. Final segment harvesting, where we have included Steyr because at the end of the quarter, we were still the owner and will also include this company due to our stake in the next couple of quarters. And you see that this is developing quite well with almost EUR 10 million of adjusted EBITDA with stable revenue.

And with this, I hand back to Johannes for the closing.

[Johannes Laumann, executive]

Thank you so much, Mark. Let me give you an outlook on what the plan is. And I would like to start with the investment summary, which I'm not reading through, but I would like to point out 3 points. So we continue to focus on growth. I believe -- I firmly believe if you stand still, you go backwards. And if you snooze, you lose. So that's why we continue our growth path, and we continue the successful growth path, what we have started basically in 2019, 2020.

We are committed and we are fully on track with a successful proven track record based on the fact that, first of all, I think we are extremely strong in making deals. We are extremely strong in the operations of carving out businesses and the operations of turning around businesses. And we are then, again, extremely strong in conducting an exit at the right moment in time for the right valuation.

And last but not least, we are trying and we will never do it to the best and full expected extent to be as transparent as possible. But I can confirm you that we as the management, we are fully committed to this business. We try to be as transparent as possible. And we're trying to take you on our journey like we did over the past years.

And how to achieve all of this, the track record, the growth where we have spoken about the acquisitions. I would like to give you a little insight, which was already shared on October 4 on the exit side. So we are currently working on those exits. Steyr, we have conducted and the exits are in different phases. So we have a phase where we prepare it. We have a phase where we've already started with a data collection. We have a phase where we already are out in the market like Conexus, which was published also by merger market last week or we are in the phase of selecting adviser.

But all of these we want to achieve in 2025 with exit proceeds of around north EUR 200 million. So we are working hard on all angles to not only acquire companies, to not only turn around the companies but also to sell the companies.

And last but not least, I would like to confirm again, as I said before, the outlook I would like to confirm the guidance of 2025, 2028 -- screen is not working here. We continue our growth path. We continue to become to be the one with a EUR 10 billion of group turnover and with a EUR 200 million of holding profit. It you will continue, and you will see that the investments, the original investment per case will be lower. We will continue that you see that also the exits will be larger and more because we have gone through the 3 to 6 years holding period, where we have started a growth journey in 2020, and this will materialize as you have seen on the slide before, a lot also in the year 2025 and the years to come.

And last but not least, I want to reconfirm that management is still committed to the plan. Management is committed to what we do. Management is committed to the growth we have set out, which means we will keep working on this. We will keep achieving what we said. We will keep walking the talk. And that will also mean that you will see Mark and myself back in the Q1 results in 2025.

So before we close the session and hand over to Q&A, that's the first time this year I'm saying this. But I would like to close the session with wishing you all a lovely Christmas time and a happy and successful Rooster year 2025.

So thank you very much for attending Q3 2024 of Mutares in the name of Mark and myself and the entire management. It was lovely to have you the entire year, and we are up now for questions. Thank you very much. Back to the moderator.

[Operator]

[Operator Instructions] The first question is from Stefan Augustin, Warburg Research.

[Stefan Augustin, analyst]

I have a question actually on the technicality how Steyr Motors will be valued going forward. Is it that you show in the financial result, the full difference or let's say, do you value it market-by-market? And does that valuation fluctuate then from quarter-to-quarter? Or is it somewhere stable?

[Mark Friedrich, executive]

Stefan, so at the end of Q3, it's obviously not included. So also not that the partial divestment that was not included. And going forward, we have not decided on your -- actually on your question on outcomes. And this is something where we actually want to deliver on the slide that you saw with a couple of exits where Johannes said that we want to deliver them in '25. But we actually the time said that this is until the end of '25.

So we constantly also working in 2024 on these exits and want to reach the target -- our target, reach one signing by the end of the year and want to then look what we have there, right? So that's why we also here and have repeated that we stick to our guidance because we believe that we are able to deliver one of these exits.

And then as an alternative, we can think about to revalue Steyr in the manner that you were just mentioning, coming closer to the market price. It is a listed asset that has a price tag all the time. And therefore, everybody can see what we would do.

[Operator]

[Operator Instructions] The next question is from Marie-Therese Gruebner.

[Marie-Therese Gruebner, analyst]

A couple of questions from my side. Is there any way we can get a range of potential inflows from the exits -- potential exits you mentioned, i.e., Repartim, MobiLitas and Conexus, maybe for all 3, if you -- and I understand do not want to give the details for each in terms of expected holding net income contribution.

[Johannes Laumann, executive]

Marie, [indiscernible] was quite bad. So we're trying to guess your question here a bit. If I understand it correctly, for the exits which we are planning this year and which has happened in Q3. Is that correct?

[Marie-Therese Gruebner, analyst]

Yes. Sorry, I hope you understand it better. It's basically to get an idea of the net -- holding net income impact of the 3 acquisitions -- sorry, the 3 divestitures you highlighted in the slide, Repartim , MobiLitas and Conexus. What can -- how high can the impact be?

[Johannes Laumann, executive]

I mean Repartim and MobiLitas are done. So this is not a plan. Conexus is out in the market. It's not certain that this will be signed and closed this year on the contrary. So there is something else which has to be signed. But the proceeds of the 3, and obviously, it's part of the negotiation, and we don't want to disclose the exact amounts. It's somewhere between EUR 50 million and EUR 100 million on the 3. So Repartim, MobiLitas and the one to come. And the one to come is still in negotiation. So I -- even if I want to give you the exact figures, I can't.

[Marie-Therese Gruebner, analyst]

Okay. But that's -- well, that's higher than I would have anticipated. So EUR 50 million to EUR 100 million holding net income impact.

[Johannes Laumann, executive]

Yes. It's maybe also the reason for my India trip next week.

[Operator]

[Operator Instructions] All right. As there are no more questions incoming, I'm handing the floor back over to Johannes.

[Johannes Laumann, executive]

I think we have said it all. Enjoy the Christmas time, and we see you back in 2025. Thanks so much.

[Operator]

Thanks.