AAC Clyde Space AB (publ) (AAC.ST) Earnings Call Transcript & Summary

[Foreign Language] Luis, How nice to see you again and what a pleasant surprise you're bringing us this Monday morning. How are things?

Good morning. Things are good. Things are good. It was indeed a good outcome this morning. So as you can imagine, we are very happy about it. So yes, it has been a good start of the week.

So Luis, please take us through this quick presentation, and then we can jump into Q&A.

Yes, please. If we could go forward to the first slide. So what we have is a strategic investment from Bonnier Capital in AAC Clyde Space. What is effectively coming is an important investment at this point in time where there is a huge demand for the kind of information, data and services that we are generating right now, particularly in the maritime domain. We have been investing on things like INFLECION and in our own constellation of satellites to this. So this investment at this stage is extremely important for us. And of course, we are doing this with a strategic owner, someone that is a long-term investor. And that will help us with the support of Bonnier to deliver our strategy and to deliver our future plans for the company. So what is happening right now is that the total investment is set at SEK 140 million. And this is in three effectively tranches, one first tranche of SEK 50 million that will be done now using the mandate that the Board of the company has to issue new shares. A second one that will be done once there is an AGM, another SEK 50 million that will be invested, we expect sometime in January. We expect by sometime in January. And then an optional SEK 40 million that Bonnier will -- can invest later next year. And so this is, as I say, a very timely investment for AAC Clyde Space. We are in our growth path. We have big plans for the future, and this was very timely. We go on to the next slide, please. And I'll just talk a little bit about Bonnier Capital for those that are less familiar with this investor. They are part of the -- they are the investment arm of the Bonnier Group. It's a very well-known family-owned group in the Nordic region. They have been in operation for more than 200 years. They have had a focus in the past in media and printed press and information in general. So in that sense, there is quite a lot of coincidental interest with us that we are generating information, generating data insights, but they are a strong long-term investor, the type of long-term investor that we have been trying to engage for quite some time. And so we see them as a great strategic partner for the future of AAC Clyde Space. If we go to the next slide, and -- just in terms of the upcoming milestones of the company, and those haven't really changed from earlier this year. We are still -- of course, we are waiting now for the final decision on EUMETSAT Sterna constellation. We believe we are very close. The feedback that we all got from the latest EUMETSAT Council is that they were just waiting for a final bureaucratic decision. So we expect that to be on very soon. We are continuing the preparations for the launch of the first VIREON satellite. So the spacecraft is being built in the clean room next to me right now. So we are getting ready to ship it out and to actually launch it in the new year for February, March, quarter 1. And of course, we continue to prepare for INFLECION Phase 2. We are now in the discussion phase with the European Space Agency on the technical details and those aspects. So our milestones continue to be the same. Our strategy hasn't changed. And with these investments, we'll be able to deliver these objectives and this strategy much better.

Right. Thank you for that, Luis. And we have received a couple of questions ahead of this, and I can see that there are people coming in with different questions here. But first thing first, why now and what brought you to the table, and I will connect that with a viewer question as well. But if we look at -- you mentioned the Bonnier Capital here, but how did you find each other?

When we started talking, they had some interest in terms of the investments they are doing and they had some curiosity about the space industry, how we were evolving. I'd like to think they have looked at our evolution over the last few years and thought that we were evolving in the right direction as a company. And so a dialogue was started, we -- I think our interest in looking for good names in terms of investments and for stable long-term ownership was -- has continued. And at the same time, as I said, they were -- they have an interest in what we were doing. Now dialogue started. We presented our plans, what we were doing, what we are doing. They saw the -- what -- where we are going, the direction of travel. They like that. And so they decided to invest. So I'd like to say there was a very specific moment and magic happened. But in reality, this was just a dialogue and a common interest from both parties.

Thank you for that. And that's tied to a viewer question here, where they wonder if you have been in discussion with any other shareholders and they are thinking specifically of Nowo as they have previously invested at perhaps a higher level. So any comments about that? How much can you comment?

I can't comment. I can just say that in general, we are always in discussions with potential investors, existing shareholders, others, if they show interest in investing more or if they show interest in the company, we try to, of course, engage. We try to show what we are doing and discuss with them if there are any opportunities to invest. But I can't go any further than this.

And if we then go back to the Bonnier Capital and you had on your slide here, the mother or the parent has 200 years of experience of long-time ownership. So what would they bring to the table when it comes to being on the Board of yourself? And will this change in any way AAC Clyde Space's strategy?

I'll start by the end. No, it will not change our strategy. They looked at our strategy, and that's the main drive for investment in the company. They liked what we were doing. They were interested in where we are going. So there is no change to that. In terms of what they bring to the boardroom is this experience, this very professional outlook in the management of companies, this experience of many years of working with different companies and different types of management teams. So I look forward to that actually. And I think it will bring the company to the next level in terms of our performance.

And if we look at the details of this transaction, it's subject to review by the Swedish Inspectorate for Strategic Products, ISP here. So maybe that's very obvious, but not to me. So I will ask you, why would you need the review? And would you be able to give us a timeline on the decision here?

So we -- given the nature of our business and the things we do, many of which are dual use in terms of civilian and military defense applications, we are usually subject to this kind of review by government to see if a change of ownership is actually in the interest of the Swedish government. We don't expect any problems, but we don't expect any changes, but it's their prerogative to actually look into a change of ownership of such a large part of the company. In terms of timelines, we can't say. We will submit and we are usually subject to their own internal processes. So we cannot comment on that.

But coming back to your slide on the Bonnier here as an owner family, not only 200 years of ownership, but 200 years of being Swedish. So maybe that shouldn't be a big problem, one could say.

I wouldn't expect that to be a problem.

Looking at the INFLECION and VIREON here, are you satisfied with the current funding? And I'm tying this into the fact that they're bringing money on to the table here. And does this transaction affect the delivery of said programs in any direction?

So we're very satisfied. We now have both programs fully financed, what is a very good position to be in. It won't affect that much INFLECION as being a program done together with the European Space Agency as its own path. So we will not -- we have to stick to those timelines that are agreed with the agency. So we cannot accelerate it, but we are more comfortable in the way of doing it now. What this allows also is a little bit acceleration of a few other activities we've got on the company related to maritime intelligence. So we've got a couple of satellites that we are building in the U.S. to expand our fleet right now to extend our AIS coverage. So this will allow us a little bit more comfort and a little bit more of stability to actually accelerate those. So in terms of INFLECION, it will follow its own process. VIREON is pretty much now on its build and launch stage. So it's pretty well defined. So it will not accelerate, but it's very good to see that they are both fully funded and we can go ahead and just deploy the satellites and start delivering data and services to our customers.

And a question that always arises, but perhaps should be answered with the fact that Bonnier is coming with capital. But how does this investment relate to previous capital raises? And I'm just connecting that to future capital raises. Any comments?

They are, to some extent, interlinked. Some of the previous capital raises were to strengthen or to extend our data and services business. This one will very much be focused on that. So in that sense, they are connected. They are part of our long-term strategy. We have always said that we needed capital to invest. We needed capital to grow. So that's what we are doing. We continue in that direction. But in terms of the -- our Earth Observation and our maritime intelligence business, the things that we have set out to do 2, 3 years ago, they are now fully funded. So in that terms, we are in a good position. The future, well, it will depend very much on what the Board, AGMs decide to do for the company in terms of investment, growth, where we want to go, M&A. So we are always looking at all of those possibilities. So we are not looking in the near future to do another capital raise on top of this. But if some opportunity occurs, we'll discuss that with our Board. We'll discuss that with our shareholders.

And then I thought we should jump into the technicalities of the deals here, and we will perhaps come back to the structure of the business here because I can see there's a lot of questions coming in on INFLECION. But first thing first here. So technicality. This investment is structured in three parts. Why is that? And could you give us some more feel for it and walk us through that?

So the reason is fairly simple. So starting from the last part that is it's an option that Bonnier will have to invest a further SEK 40 million. So they want to have that as an option for later in 2026. So the initial investment of SEK 100 million is divided in two parts. So currently, we have a mandate from the last AGM so that we can issue a part of our shares without needing further approval from the shareholders and that about SEK 50 million. So that will be issued now. For the second part of those SEK 100 million for the second SEK 50 million, we need to have an AGM where our shareholders will authorize us. We expect them to authorize us to issue those SEK 50 million. So that's the reason why the investment was structured in this way.

And if the second part of the investment is delayed or indeed not completed, what will happen?

We will have discussions with Bonnier at that point. We will have to have discussions in terms of what happens, but I would expect it to go ahead.

And if I understand it correctly, there is no discount applied at least to some part of that. Am I right in understanding that?

Yes, you are. On this first part of the investment, there is no discount.

And you referred to using VWAP, so that's a weighted volume price here. But could you just walk us through the idea of that?

The idea is to basically -- it's a more stable pricing, less subject to the variations of the daily variations. So it looks at the amounts, the volumes that are actually being traded, averages those, the prices of those. And in that way, it's a less volatile price structuring. It's something that is used quite commonly. I believe we have used it in the past. But it's a way that gives comfort to both parties that there will not be wild swings one way -- in one direction or another while you are in the period -- in the price setup period.

And there is a lockup in the agreement, I take it. I think you mentioned that in some way.

Yes.

And one could argue when you have an owner with 200 years of ownership, whether you shouldn't need that. But obviously, it's common practice. It's like a VWAP, I would take it there.

Yes, it is. And in this case, they accepted that. I wouldn't expect the -- all our discussions -- in all our discussions with them, they very much their intention is to be a long-term investor in the company. So we wouldn't expect that to be required. But nevertheless, they were willing to actually have a lockup period. And that's a good thing, and I think gives comfort to everyone else, all our other shareholders.

It's more of a common sense thing. I will read off a question here. Will you need more money to raise if Bonnier don't execute the warrants? So what's the situation there?

Not for the programs that we've got that I mentioned INFLECION and VIREON. Those are fully funded with the first part of the investment. What the warrants, what the option of investment in the future will allow us is to extend and grow those plans and those projects. So we've got a few additional things we would like to do that we think are quite beneficial for the company, both in terms of increasing our revenue and increasing our profits by extending a bit our maritime intelligence capabilities, for instance. There are a few other things we would like to add to our satellites in the future. So -- and that would allow us to do that. It doesn't -- that investment doesn't happen, we will either try to do that slower using internal funds or we might not do that. But -- so it's not needed for us to fulfill our current program. So it's something that would allow us to extend our current plan.

And I have a read this question here regarding the dilution for existing shareholders. And maybe you can put that into context and tie that into a possible value creation by the deal as one could see on the share price today, there was certainly a value creation. But if you could just mention the thinking around the possible dilution.

So we always try to get dilution to a minimum. We look always at different options, not just about raising capital on the share market, stock market. We look at other options like, for instance, debt, bond markets. But the reality is, in this case, it's not just about raising the capital. It's also about bringing in a strategic, very important shareholder to the cap table. So that will help us to actually create value and it will help us to actually increase the overall value of the company just by being that very important strategic shareholder. But also the investment will actually raise the amount of revenue that we'll generate to raise the amount of EBITDA and profit in the future that we'll be taking. So overall, yes, I understand the dilution is a concern. And as a shareholder myself, I take that into account. But on the other hand, I also understand that the company needs more capital to invest to grow. And overall, as a shareholder, I will be better off in the future with investments of this type. They will help us to actually grow and expand and in the future, grow the value of our shares. So that's very much where we are aiming is to grow the company. We are still in the growth phase. And I believe that we are now starting to get to the point where we will be able to actually deliver on that growth. And that is quite an important step. So I understand the question and the concern, but we have to grow the overall valuation of the company. So in the end, we always -- we all be better.

Yes, it makes sense here. And I have a viewer question, which I'll tie into a question that's been given to us previously. So it's more of a question of the staff, the personnel of AAC Clyde Space here. So you have an option program. Now you have a good chance to participate and contribute to that. And if you look at the staff here with the new owner, will there be any major changes to the structure of the company and so on? Maybe that's early days, but you have a new Board member. And will there be, let's say, a participation program in that.

Sorry, we don't expect any changes. We don't expect any major changes in the structure of the company, the organization. There are normal things we're always doing. There is always a new -- you can always do better, you can always change things, you can always improve things. So we always have ideas of how we organize ourselves. But we don't expect these to be triggered by the new shareholder coming into the company. And in terms of the normal share schemes that we've got for our staff, we expect those -- we will propose those again to the AGM as we do every year. And we expect to propose a very similar program to what we have been doing. But ultimately, it's up to the shareholders to agree. I think it's a good thing for all the employees of the company. It's a good thing for the company. So it's something that I will always defend. But as I said, I don't expect a change. But the AGM will tell us how things are.

So there's a lot of things that, let's say, are prepared but needs to be decided on the AGM. So do we have a date for that?

So the AGM will be made next year. I don't know the exact date. But the AGM, this is our Annual General Meeting. It's where we usually propose to the shareholders any share schemes for staff, any changes to the Board. So things like those, and that's when we usually agree those kind of schemes for the staff. So it's just in this context. But then I said, there are other things that we are doing, and we will not wait for the AGM. Things like, for instance, there are optimizations on our management structure on our organization internally. Those are things that are the matter for the executive team with the support of the Board. And those things happen on a regular basis. But I don't expect that to change with the arrival of Bonnier.

Thank you for that. Okay. And one final question here would be forward-looking here. So obviously, people are interested in VIREON, the estimated launch. And obviously, we went through the INFLECION program and there are some, let's say, decisions from the authorities here. But if we look ahead here, what do you think and what would you be able to reply when we ask what do you think we can expect in the near future? And is the near future a month? Or is it a quarter?

Well, what we can expect, and I'm not wanting to put too much pressure on myself and say a month. But if we say on the first quarter, I would expect actually us to have done -- for EUMETSAT to have actually made the decision on Sterna. So for us to be in full negotiations with on contracts for that, and the second phase of INFLECION to be awarded and started, and for the VIREON, at least the first one to be up and running by the end of the quarter, so -- or at least launched. So we expect quite a lot in the first quarter. We expect to actually start quite a lot of work. And we have a few other things that we are working on that are quite interesting. I can't disclose them at this stage. But there are a few other interesting things that are happening in the background, a few other deals and a few other interesting aspects that we will disclose a bit later throughout the quarter. But these three things are probably the major things that we expect in Q1. But it's definitely going to be an exciting and very important quarter for the company. We have big things ahead of us. These are big projects. They have -- they come with big activity afterwards. So once they are awarded, there is a lot to do. And we have also our customers and ourselves have lots of other launches to do in this first quarter. So it will be definitely an interesting period.

So no rest for the wicked here and yet another busy quarter ahead for you.

Yes. Indeed. Our teams are working very hard right now all across the company.

Well, thank you for that, Luis. Very interesting, and we wish you as much as a Merry Christmas as you can have with all the things you have on your plate, but it was truly a pleasure. So thank you.

Thank you very much. Thank you. Great to talk to you.

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