Fasadgruppen Group AB (publ) (FG.ST) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to this presentation of Fasadgruppen's year-end result. And in the room, we have our CEO, Martin Jacobsson; our CFO, Casper Tamm; and myself, Magnus Blomberg. And with that being said, I hand over the word to Martin. Please go ahead.

Thank you, Magnus. Good morning also from me, and welcome to this year-end presentation. I will also, of course, address the announced rights issue this morning. But first, I would like to highlight, 2025 has been a transformative year for us. I would like to describe it as a year of deleveraging and profitability measures taken. I would say that we have navigated a complex macroeconomic environment by focusing on what we can control, which is at the end of the day cash flow, margins and capital structure. And today, we are laying out the road map for our Fasadgruppen, will lead the market recovery for 2026 and beyond. With that said, I'd like to dive into the presentation. So first of all, the highlights. Looking at the fourth quarter, I would say that the headline here is resilience, delivered a 5.1% organic growth, which I would say is a testament to the underlying demand for our services despite the broader construction slowdown, which has been ongoing for some time now. On an adjusted EBITA level, excluding the divested Alnova business, we came in at around SEK 110 million, yielding this margin of 7.6%. I would say that this is more showing the true earnings power of our core business today. But even including Alnova, the margin improved year-over-year, up to 7% compared to 6.4% a year ago. The operating cash flow stood out here at a record SEK 240 million. And this meant also that we brought leverage down to 3.25 in Q4 before any issue that is -- which is then the 3.25 are down from 3.76 in Q3, for those of you who remember that. And of course, we still see the demand is good. I would say that with this order backlog development of -- 4.2% organic development, we prove that we are still in favor strong demand. In general, I'll get back to that where we see the best demand. And if we take a look on England, just a quick glance here before we dive into that later is that we still see delays from the Building Safety Regulator, and that is affecting our subsidiary, Clear Line. Then this morning, as I mentioned, we announced a fully guaranteed rights issue in order to bring down our leverage here down to 2.5x in line with our long-term target. And this ensures that we have the dry powder needed for our next growth phase. But I will get back to that. Next, please. Then first, I would like to comment here just some words about the markets. I would say that the interest rate cuts that have been done in 2025 have provided much relief to especially Swedish tenant-owner associations. And these interest rate cuts are also, I would say, expected to improve investments going forward. There are deferred maintenance in the buildings, but we also see energy efficiency improvements. The European Performance of Buildings Directive, which is called EPBD, is due to be implemented here in -- by local law in all EU countries on the 29th of May, 2026. And to comment this in short, the European Union has a strategy to at least double the annual energy renovation rate, meaning that we could be a sweet spot here for many coming years. Commenting on our net sales here, we saw a total increase by 6%. And as I mentioned, 5.1% was organically. I would say highlighting our regions, Sweden, Denmark and especially Finland was strong in -- I would say all above double-digit growth. On the Norwegian side, we still see some more weak markets in Norway that has been affecting us throughout 2025. And here we are, I would say selective about the projects we take on to protect our margins. In U.K. then, as I mentioned earlier, we still saw BSR delays. But as we announced here in December, we've gotten some more approvals from BSR, meaning that, I would say that there is potential for lifts of more approvals during 2026. Remember here, Clear Line has a very strong backlog, and we are more looking into 2028 or so for Clear Line projects now. Then looking at our segments, the Total Solutions segment grew roughly 10%, which is, I would say showing that the customers value our full service offering there. And on the Specialist Solutions, we also saw a healthy growth of roughly 6%. Then, of course, Clear Line here was affected, as I mentioned by BSR, which took down the sales here. Remember also in the period of 2024, which is the number in brackets here, SEK 126.2 million, Clear Line was only part of Fasadgruppen for 2 months. Next slide, please. Then I would say here that on the profitability side is where our internal measures are showing up. As mentioned, the adjusted EBITA came in at roughly SEK 110 million, a margin of 7.6%, which is, I would say in this environment, a strong figure. On the Total Solutions side, we saw a small decrease in margin here, but roughly on the same adjusted EBITA level as last year. But what stands out here, of course, is the Specialist Solutions that improved quite significantly compared to last year. So our -- the adjusted EBITA came in at roughly SEK 54 million compared to SEK 8 million last year. Then this means a margin of more than 10% compared to just 1.6% a year ago. So this is a true hero here in the quarter I would say. But mainly, this reflects better project execution and more favorable mix, I would say. And of course, we've seen, as the market recovers, the Specialist Solutions segment, they are more agile, have shorter projects than the Total Solutions. And that means that when the demand is there, we are also ready to improve the margins quite rapidly in that sense. Then looking on Clear Line, of course, came in lower than -- which also affected by the BSR delays. However, the 27% margin here is not what we expected, but it's still not bad. On the total adjustment side here, you see we have large adjustments of SEK 118 million, which SEK 99.4 million is related to the divestment of Alnova. We can shift to the next slide, so I can show you some more. So this is the waterfall then from the reported EBITA up to the adjusted EBITA and also then the adjusted EBITA if you exclude Alnova. So, in this instance here, of course, the divestment -- we took a realization loss and that meant this SEK 99.4 million. We also had some contingent considerations that affected us by SEK 15 million here. And we had some acquisition-related costs of roughly SEK 3 million. All-in-all, you could also mention here that, of course, Alnova made a loss here in the 2 months of roughly SEK 8 million. So that's why we end up at roughly SEK 110 million on the adjusted side there. Yes. Okay. Then on the order backlog side, we ended the year at SEK 3.8 billion. And of course, a significant part of that is Clear Line who has been building backlog. But I would say that this is important, the SEK 1.3 billion roughly that Clear Line has is ripe when we get the BSR approvals. And as I mentioned, we are more looking into 2028 for Clear Line now. Then on -- I would also now like to mention, usually, we see a pattern where the order backlog builds up in the first half of the year and then we execute on the second half of the year. And you can see that pattern somewhat in the bars in the top -- the down right corner. And I would say that this is not anything unusual in that. It's more of how the market works for us. Then if we take a look on the Swedish entities, we've seen an organic order backlog growth now for the fourth consecutive quarter, which is, of course, a very strong sign. Remember here during '20, I would say, already in '23, we saw effects of the Swedish markets that it was struggling. And on this -- if you take a look on the Total Solutions side, it's somewhat lower compared to last year. But remember, we had a very large order in Copenhagen that affected, you can say, in the numbers last year. So if you exclude those, I would say that we are on par also on the Total Solutions side. Then you see the Specialist Solutions order backlog is quite stable. And then Clear Line I've already commented on. So we can take the next slide, please. Then on the cash flow side, we see -- we saw a record strong operating cash flow here in Q4 at SEK 240.5 million. If you compare that to last year, which came in at roughly SEK 185 million. So it's a 30% increase, even though it's roughly the -- still the same subsidiaries included. On the -- I would say that this cash flow is -- it's been an optimization for a long time, and we have improved on our stakeholder terms. So it's -- there's more to be done, I would like to highlight here. But of course, I'm glad to see when the cash conversion is above 200%. On the -- I would also like to highlight the seasonal pattern, which we've said many times now, but usually the Q4 has the strongest cash flow. And then for the full year, we came in at 99% cash conversion, just below our target of 100%. Okay. The next slide, please. So the average interest rate here for the full year came in at 5.8%, down from 6.1% a year ago. On -- As I mentioned also, we lowered the leverage here from 3.76 in Q3 down to 3.25. And in -- after the rights issue, this leverage is set to go down below 2.5, which is in line then with our long-term targets. And I would like -- also like to highlight here with the rights issue, we have an upped covenant level in 2026. And we also have improved interest rate levels. So on the interest rate levels, we also dropped down 2 steps from where we are today down to where we will end up in -- after the rights issue, meaning savings of roughly SEK 20 million yearly on just -- all else equal, so to speak, on the interest rate levels. Remember, we had roughly SEK 145 million in paid interest during 2025. And with that said, we can move on to the next slide, where we take a step back and look at how the full year 2025 came in. So our net sales grew by 10.6% compared to our target of 50%. On the profitability side, we had a margin of 8.2% compared to the target of 10%. On a cash conversion level, we were very close to meeting the target, came in at 99%, as mentioned. And then on the capital structure side here before the rights issue, we came in at 3.25, which was by the way, also in line with what the covenant level was. Moving on, please. Then some words about the rights issue. So we today announced a fully guaranteed SEK 504 million rights issue. And some words about the commitment of the undertakings. I would say that roughly SEK 320 million came in from the large shareholders, Connecting Capital and Hauser, and also, a large portion from our Founder and Chairman, Mikael Karlsson, took a large part of that. And then, from the other Board members and management, roughly SEK 32 million came in of -- which myself have an undertaking of SEK 19 million. I would say key employees had roughly SEK 29 million and then SEK 120 million from other shareholders and investors. So all-in-all, I'm very, very pleased by the commitment and the strength that we proved with this. Remember also that no undertaker took any fee for this as well, which I would say is a very strong signal. Then in, I would say more backward motive regarding the rights issue, we are, of course, strengthening our balance sheet with this, as we've mentioned here. And this is also making us able to grow in another way that we've been -- not been quite constrained by that historically. So now with this, we have the possibility to do organic growth initiatives and selective acquisitions once again, which we are very, very glad to be able to do. But remember here, we will not go on a shopping spree or anything like that. But of course, we will do selective acquisitions. Some key time line here, I would also say that today, we've then also announced we want to do an extra general meeting, which is then due on the 6th of March. The subscription -- trading new subscription rights is due from the 16th to 25th of March. And then the publication of the final subscription level is then from the 1st of April. Can I move on to talk some more about the rights issue. Why do we do it now? I would say that we have a good momentum. We are seeing 2 consecutive quarters with organic growth and a healthy order backlog also growing organically. We see all-in-all that the market signs are improving. And this gives us also room for growth when we need it, not when we have to. So we do it in a preemptive strike, you say. And then on how we see acquisitions going forward, I mentioned that we will be selective around that. On the U.K. turnaround of BSR, we -- as we've mentioned earlier, we still see a very strong demand in general for our services in the U.K. And we also see that the BSR risk are somewhat lower also in conjunction with the announcement we made here in December. And we also get an improved financial agreement with the banks, which also assists here in the journey ahead. Next slide, please. So, some concluding remarks. 2025 was the year when we did the hard work. I would say we divested the underperforming assets, improved cash flow here in the second half, and we strengthened our organic growth and our backlog. In general, I would say that we're entering 2026 as a leaner, more focused and more financially robust company. Now, if we just have some highlights, once again, remember that we had a strong organic growth, 5.1% in Q4. We saw improving margins both in Q4 and 2025 as -- the full year. And I would say that we are ready for the market turn. The organic order backlog was up here 4.2% in Q4. We are moving to below 2.5 leverage after rights issue. We see the new capital coming in with very, very strong interest from shareholders, Board members, key employees without any fees, as I mentioned. Then, moving back to this M&A agenda will be, of course, disciplined and selective. So to sum it up, I would say that we are strengthening today to capture tomorrow's recovery. With that said, we thank you for your time and we open up for questions.

[Operator Instructions]

The first question is from Max Bacco from SEB.

So perhaps starting off with Clear Line. I mean, as you mentioned during the presentation and as stated in the press release sent out during December, you have received approvals from BSR of some SEK 400 million, of which majority of the work will be executed on here during 2026. So looking at Clear Line's total order book, some SEK 1.3 billion in total here at the end of Q4, how much of that is expected to be carried out during 2026? And how much has been approved by BSR, if you could comment on that?

Yes. So absolutely, I think it's easy to talk about pounds here in my world. So if you have roughly GBP 100 million in the order backlog, then we announced GBP 32 million worth of work in December. Then I mean, a reasonable BSR approval is still -- it's a lot of background -- noise background Max, sorry. I don't know if you can mute.

All right. I can mute myself. Yes.

Out of this GBP 32 million that is to be done in 2026, I would say that, that is -- more or less all of that will be during 2026. So -- and I would say that at least the same amount, so roughly GBP 30 million more, we already had approval of. So we have -- I mean, it's still everything -- it's a project business, Max, so you can take what it is. But in the vicinity of GBP 60 million for 2026 is not an unreasonable figure to have in your model there.

Okay. Very clear. And then moving on to the Nordic operations. I mean, a very clear improvement here during Q4 with a quite significant improvement in profitability. But at the same time, I mean, Q4 tends to be a quite small quarter. It is a bit dependent on weather and timing and so on and so forth, I suppose. So how much of the improvement that we saw here in Q4 is reasonable to dedicate to, I mean, underlying market improvements and perhaps some market share gains by Fasadgruppen? And how much is reasonable to extrapolate going into 2026, if you understand?

Yes. You could -- I think you're aiming at that -- if you take the Q4 2024 was of course, a very weak quarter for us in general. So the comparison levels there are what it is. But I would say that -- on that side, I would say still Sweden is improving here from low levels. That's an important factor. Then I mentioned here some double-digit growth in -- both in Sweden, Denmark and Finland. But I would say that Finland and Denmark stood out during 2025 as the best years ever in Fasadgruppen, which, of course, is a strong testament even in these weaker market times, so to speak. But then, of course, Norway is hurting. When you put it all together, of course, I would say that I'm more into that we are taking market share here, which is then mainly comprising of Denmark and Finland. Then Sweden we are seeing improvements as well, but not as big as in Denmark and Norway, if you understand what I mean there. Yes.

Okay. And the final question, very short-term oriented. I mean, looking at Q1 here 2026, also quite dependent on the weather and when the season is basically allowed to start for you, at least in the Nordics. And so far it has been a quite harsh winter. Do you have any insights or comments regarding Q1 and the start to 2026?

Well, I mean, of course, it's not unusual that January is cold. And of course, it's been some extra cold in this January, but we are quite used to this kind of levels, if you would take it like that. And of course, when we -- I've tried to say it a lot of times also, Max, regarding if you take renovation is more seasonally dependent. And it's unusual that you have large renovation schemes during mid-winter times in the Nordics. So what -- if you take a look at the comparison numbers, if you go back a couple of years, then on the new build side, it's more common that you work through the winter times. Then of course, if we would have a lot of new build, then that can affect the productivity levels and stuff. But I wouldn't say that new build is not that let's say, hot still. And with that said, I'm not so worried about the weather in that regard. But of course, it's still a factor for us. It goes slower, but it's not like it's a super high activity level either. So hopefully, that gives some flavor.

The next question comes from Elvin Rolder from DNB Carnegie.

I just have a couple of follow-up questions from Max here. But maybe beginning a bit on Clear Line, we -- you talked a bit about the backlog throughput, so to say, here in 2026. But I just want to be perhaps clarifying a bit more on the near-term of that, if it's possible, considering you're talking about that you're already looking into the 2028 orders for Clear Line. And how should we sort of like bridge perhaps the coming quarter or 2 quarters that we have in front of us if we factor in these BSR delays as well, where there continue to be quite a big gap between what projects you can work on right now and you have guys on the sidelines, so to say. So should we expect a continued like subdued margin here in the coming 2 quarters? Or how should we kind of bridge that gap, so to say?

Yes. No, it's a good question, Elvin. I would say that as the planning is now -- you could say it's still renovation that we do in Clear Line and believe it or not, it's also a bit colder in the U.K., even if they are a bit lower on the degree side there. But usually, the -- a lot of projects start up in the spring or so. Spring comes a bit earlier there. But as the plan -- or how it looks like at the moment, at least, is that some of the bigger schemes are due to start here in beginning -- or end of Q1. And of course, on the utilization rate of those, the more the better, if you put it like that. But with that said, I would say you can expect it -- I would pencil it in from end of Q1 to Q2 there somewhere there.

Okay. So we should kind of like expect still kind of lower utilization, so to say -- beginning of the year. And then by the end of Q1, it should be quite a meaningful uptick in order to get to the numbers you said previously, I guess, for Clear Line?

So we have a lot of -- put in other words, we have a lot of project starts in the end of Q1.

Got you. And then the other question was regarding capital allocation. I mean you said that leverage will come down to 2.5 should the proceeds from the rights issue land in your books, so to say, which will be, of course, quite significantly below the new covenant levels that you have reached with your banks. I was just wondering a bit about your philosophy. You said that acquisitions, of course, will be very selective, but would you still kind of prefer to get that level down even lower than 2.5 before you'll be able to focus more on growth-oriented measures? Or should we perhaps expect acquisitions already this year? How are you kind of thinking about that given that by the end of -- I guess, it's by Q1 2027, you will have 3 in the covenant ratio?

Yes. Yes. No, it's a good question, Elvin. I will say that, as I mentioned, we will not go on a shopping spree. But of course, when you fish, you have to lay out some fishing nets, else you won't get any fish. And it's not only -- it's not like a supermarket in that regard either. So, with that said, you never really know when you end up with -- I mean, there are some great companies out there and that we could be a perfect fit for Fasadgruppen. But it is a balancing act with the leverage. And of course, the long-term target is 2.5, and we intend to keep it that way. On -- Remember on the goal -- financial goal, we also said that it could be temporarily higher, which has been the last couple of, I would say quarters or so. And I mean, we are still in the phase that the market is recovering. So it's a balancing act. That's why we mean that we are selective.

The next question comes from Linus Alentun from Nordea.

Just a follow-up here on the rights issue this morning. The payout for the Clear Line acquisition is dependent on the EBITA levels. And I'm just wondering what levels would trigger the maximum payout of GBP 80 million here, just to get a sense?

Yes. I mean, in that regard, I would say that the Clear Line deal, as you know, was a preference share structure deal put in -- it's easier to think it's an earn-out structure. And of course, in all earn-out structure, if you've done it correctly, the more the company earns, the better for all parties, so to speak. And we've not really said any exact levels of that, Linus. But of course, remember here what we said, during the acquisition we said that the historical levels, they came in at GBP 18.7 million EBITA the last 3 years. And of course, it has to be a significantly higher level than that, significantly higher so in order to that to happen, so to speak.

All right. However, I noticed that obligations to the shareholders in Clear Line went up this quarter. Is that the dividends that are accumulating on that post in the balance sheet? Or how should we interpret it? Because if earnings are down, I guess it must be the dividends accumulating up, right?

No, no, no, no -- it's Casper here. No, it's not the dividend. It's a timing difference when you do the discounting of the value of the option.

Okay.

Okay?

Yes. Okay. Okay. That's clear. And the dividends that accumulate up, where do they end up?

There -- we -- there are no dividends accumulated today here.

Are the dividends to the Clear Line holders stacked up?

Yes. But the first year is 2024 here, and that could be accumulated and that -- then -- there was no dividend accumulated for 2024.

Okay. Okay.

Yes.

[Operator Instructions] There are no more questions at this time. So I hand the conference back to the speakers for any written questions and closing comments.

All right. So we have some written questions here. I'll start with the first one. So Martin, are you planning to do M&A with this new headroom perhaps in the U.K?

I mean, of course, we like the U.K. markets in general. We think -- I mean, remember here, we talked a lot of this negative stuff about BSR, but what they're really trying to do is something good. They are doing this because they want safer buildings. And of course, we want to help them with that, just as an example. And at the end of the day, there's plenty to do with the old buildings that are in need of renovation in the U.K. So we really like the market. We've been looking at it for many, many years. So absolutely, we will look into acquisitions in the U.K. However, it's -- what I've tried to say here, it's a balancing act now. First of all, we will get this rights issue into the goal and take it from there.

And next, I guess we can continue on the Clear Line here. Why Clear Line back only 2028 continues since at the end of -- could you explain that question a bit more?

Yes. I think there's been a misunderstanding here. What we said about 2028 for Clear Line is that we have such a good visibility on the order backlog side for Clear Line so that we are now looking into orders or projects that are to be executed in 2028. That was what we said. But of course, with the recent approvals from BSR, I have a good sense that Clear Line will be quite active during 2026, to put like that.

Thank you. And on the contracts that you're signing today for delivery over the 6 to 12 months, how does pricing compare to the margin profile of projects currently being delivered?

Yes. I would say it depends on the markets here in general on which region we're talking about. But if we take the Swedish, which is our biggest market, that is, of course, on the rise. And we are seeing -- if you take a look on the order backlog margin, that is also improving here. And I would say that -- just to give some flavor on the order backlog margin there, I would say, up roughly 1 to 2 percentage points 1 year ago or something like that.

And then a question on the rights issue here. Why a rights issue at this moment? And why the size of it since the current net debt is going in a positive direction, so to speak?

Yes. We had especially why now a question here in the presentation where we said that we have a good momentum and that we see better signs in the market. And we don't want to be raising capital when we desperately need it. We want to have it ready before the recovery fully takes hold. And the size is, of course, yes, also a balancing act here on where it makes an impact for us. And I would say that I think it's a fair amount of size here for what is needed going forward. Hopefully, that answers the question.

Thank you for that, Martin. We have another question here. I heard Casper clearly regarding the Clear Line earn-out. However, how is the accumulated dividend...

Net income.

Net income from minorities accounted on a continuous basis?

So it's Casper here then. But as I said, there has been -- there was no dividend for 2024. And perhaps there will be dividend for 2025. And when that is when we have done the annual report for 2025, that will be accounted for and then so on, I mean, for the coming years then. So that's how it will work then.

I hope you understand that. So it's -- since there's not been an AGM in the Clear Line case, that's not -- we can't decide on a dividend. So, that is correct.

Thank you. We don't have any more written questions. However, we have one more on the line here. So could we please let Max Bacco in?

Just a follow-up from Max Bacco from SEB.

Yes. It was related to the dividends to the preference shareholders, but you basically answered it already. But just to follow-up, when the AGM has been held in Clear Line and it has been decided, I guess it's the net profit that needs to be determined exactly for 2025. Will you, in some way, reflect that future payout in the balance sheet for Fasadgruppen in any way? Or will it be outside of the balance sheet?

No, that will be reflected in the balance sheet then.

Okay. All right. Perfect.

Perfect. Thank you, everyone, for this session. And some final remarks from Martin.

Okay. Thank you, Magnus, and thank you, everyone, for listening into this presentation. I hope you've gotten some more flavor regarding our Q4 results and our rights issue. We are ready for 2026 and are eager to get this going. So looking forward to meet you maybe at the AGM, which is due here in May. But if not, then please don't hesitate to contact us if you want to have any Investor Meeting or Analyst Meeting or likewise. So with that said, thank you so much for today, and have a great day.