Fiskars Oyj Abp (FSKRS) Earnings Call Transcript & Summary

Hi, and warm welcome to Fiskars Group webcast related to the exciting news that we shared earlier today. I'm here with our President and CEO, Nathalie Ahlstrom; and our CFO, Jussi Siitonen. And they will now present the acquisition of Georg Jensen in more detail. After that, we will have time for your questions. And Nathalie, please go ahead.

Thank you, Essi, and hi, everybody, also from my side. It's very exciting to be here today to talk about our next step on our transformation. The last 2 years, we have been transforming the company. We have been focusing on our organic growth strategy. And today, we take the first step in the M&A and using M&A also as a toolbox in our growth strategy going forward. But I will talk about Georg Jensen. What is Georg Jensen? What is it all about that we have acquired today. If we look at Georg Jensen, it's -- sorry, I have problems -- technical problems here. So back to this. So Georg Jensen, what we acquired today, geared against it is EUR 152 million in net sales. So it's a sizable company. On a stand-alone basis, the valuation is 9.5x. And with cost synergies, the multiple is 4.7x. And we are expecting to close the deal by end of September or early Q4. But what is Georg Jensen? Why are we so excited about this opportunity today? When we look at Georg Jensen, it's really a lifestyle brand. It's a Danish lifestyle brand established in 1904 in Denmark in Copenhagen. It offers pioneering design, iconic contemporary products for both the home and jewelry segment and has a strong position in the direct-to-consumer channel and over 50% of its net sales is in direct-to-consumer. So a very good fit for us. Georg Jensen is present in more than 10 countries and headquartered in Denmark in Copenhagen. When we look here at the geographical split, we see that roughly half is in Europe, roughly half in Asia Pacific. And I said, it's both home and jewelry. So it's a really a lifestyle brand that we're having. The acquisition rationale for this acquisition has all to do with our strategy. It's all to do with our growth strategy that we have been executing in the last over 2.5 years. And it supports our growth strategy. Of our 4 transformation, it supports 3 of the transformation levers, commercial excellence, direct-to-consumer and China. I'll come shortly back to that and talk more about that. In addition, it expands our Luxury brand portfolio and strengthens -- really strengthens our offering in the Lifestyle segment. Thirdly, it's a fantastic culture fit. We are already quite sizable in Denmark ourselves, Fiskars Group and have Royal Copenhagen. So it's a good fit with where we are already today, how we operate and also with a strong Danish heritage. And finally, it creates good valuation, good synergies for us leading to an attractive valuation of 4.7x multiple. Looking at our growth strategy and transformation levers. Yesterday, we announced that we are focusing on our brands, and we're organizing the company accordingly. It's all about the brands. And today, we are to lead the portfolio, adding Georg Jensen. It's a strong brand. Georg Jensen is a strong brand with opportunities to elevate it further. And when we look at where are the opportunities, it's on commercial excellence, where we see the platform and where we are already with the Vita brands, we can much further come out to the consumers and be relevant out in the market. When you are out in the market, many times, you see that our stores are next to Georg Jensen stores, which also shows that there will be fantastic channel opportunities as we go forward. Then Georg Jensen has a strong position in direct-to-consumer, both online and offline owned stores, which supports our growth strategy. And in addition, Georg Jensen them has a potential to expand in China. I'm myself in China at the moment and have been in store check seeing Georg Jensen in multiple locations over the last days. When we look then, what does the combination of Fiskars and Georg Jensen looks like? This means that after the completion of the deal, when we are Fiskars Group and Georg Jensen, 1/3 of our net sales will come from luxury brands. So we are moving the portfolio of Fiskars Group. This also means that we have done a sizable acquisition, yet another brand that's more than EUR 100 million of net sales. So I've gotten many questions in the past. When are we going to do acquisitions? And what we're really happy about is this is a sizable acquisition that is helping to continue to transform the company and also on direct-to-consumer, thanks to the integration of Georg Jensen in the future, 1/4 of our net sales will come from direct-to-consumer. And when we look at only the Vita business area, 45% already of Vita will be in direct-to-consumer. And here, a small note, direct-to-consumer is only on our own operated e-com and our owned stores and concessions, so not e-tailers. And then here on the right, you see what the business area split will be. We will be a company organized according to our brands with the Fiskars brand business area of Fiskars, being half of the company and half of the company Vita. So a very clear focus on what we are doing. And like we said yesterday, this is how we are going to organize and also decentralize the group to be relevant close to the business and relevant for the brands. And then here, you see also what is the channel mix going to be where we see that all the time, the share of direct-to-consumer is growing. And why is direct-to-consumer important? Of course, because that's where we can do the story telling and that's where we can talk to consumers about the brands, the heritage, what they stand for. And that has also been now in this kind of challenging macroeconomic environment where we see that consumers do come to own stores and to e-com because of the story telling, because of the brand heritage they are also giving. That was on the business side. Then looking at the culture fit. Together with Fiskars Group, Georg Jensen is a fantastic culture of it. We have a home iconic brands, and also, we are focused on pioneering design and craftmanship. And with a strong Danish heritage, this is also closely linked to our other brand, key brand, Royal Copenhagen, and Royal Copenhagen's Lifestyle overall. And here in the background, you can see a picture from Copenhagen, where you can see that we are already together. Royal Copenhagen and Georg Jensen, we are in the same places. And from a consumer point of view, from a lifestyle point of view, we are seen as a very close cooperation already. But with that, I hand over to Jussi.

Thank you, Nathalie, and hello, everyone. A couple of first about the acquisition financials here. So as I said, we are expecting significant cost synergies from this acquisition. So the expected synergies are roughly EUR 18 million there, mainly coming from this related super functions and sourcing. So those what we have identified so far. Also that we are expecting the synergy is not coming in long term, but already in the next track 24 months here, the most of the synergies should be there in our consolidated P&L. When it comes to valuation, so EV/EBITDA, 9.5x on a stand-alone last 12 months basis on EBITDA. And then with those synergies, net of integration costs, we are at 4.7x. A technical note here. Both multiples are excluding accounting adjustment, the biggest one being IFRS 16. Including those, the multiples will be even lower. The expected transaction cost, what we are recording now most likely all in Q4 this year, approximately EUR 5 million, and they will be reported as items affecting comparability. The expected integration costs, which are included already in this 4.7x valuations will be realized in '24, '26 period. Then about financing and financial impacts of the transaction. So this is all-cash transaction funded by debt. We do have already a commitment for bridge loan facility there with Nordea Bank and OP Corporate Bank. And the takeout financing of this bridge will be started immediately after the closing of the transaction. When it comes to financial impacts, what does this mean on our consolidated fiscal top accounts is, first of all, equity ratio. We expect that to remain solid. Then due to those PPA and accounting adjustment, what we have there, all being noncash. They are dilutive to our 2023 EPS and also 2024. Excluding all these PPA and transaction cost is accretive already from Q4 onwards this year. As said, all these adjustments are noncash. And therefore, when it comes to our free cash flow, it's accretive already from the closing onwards. The financial targets what we have set for the company be it an organic net sales growth, EBIT margin, cash flow, cash conversion and net debt EBITDA will remain intact after this acquisition also. Then impact on our 2023 guidance. So the guidance we updated fifth of July. So this transaction due to those technical nature, what we have here will be redefined. And we are coming out with the updated guidance once we know the impact of this acquisition accounting. However, we anticipate that this will have a negative impact on our current guidance. Giving back to you, Nathalie.

So summarizing, we are -- as you can see, we are very excited about this acquisition and it really has a compelling strategic and financial rationale. This acquisition really supports our growth strategy. And when we look at our transformation lever of the 4 that we are having, it supports 3 of them: commercial excellence, direct-to-consumer and China. We're also expanding our luxury brand portfolio and strengthening our offering to the lifestyle part. We are now 1/3 of the company in the future after the closing will be in luxury portfolio. This is also excellent culture fit for us. We're already strong in Denmark and have a strong Danish heritage, thanks to Royal Copenhagen and Royal Copenhagen globally. And like Jussi was saying, this creates a significant cost synergies leading to attractive valuation of 4.7x multiple. So we are very happy to be talking about Georg Jensen here today. Then about more details. You have seen the invite, we are going to have Capital Markets Day, Second of November, in Finland in our headquarters. And during this Capital Markets Day, we will continue to talk about our growth strategy, where we are. And of course, the valuation -- the shareholder valuation model going forward. Well, with that, over to you, Essi.

Sorry about that. Yes, we do already have some questions, but please, you can type in your questions in the chat whenever you want. But let's start. So we have the first question about Georg Jensen's outlook for the second half of this year. Are the earnings likely to continue on a downward trend as in H1?

I can take this one. So as I said, now assuming we get a deal closed in the very early October, so that the whole Q4 will be our consolidated accounts for Fiskars Group. And then we are going through the accounting implications of the guidance and will most likely update the current accordingly. So we can comment so much about the stand-alone second half for Georg Jensen at the moment.

Thank you, Jussi. Then another question. Can you share Georg Jensen's profitability, meaning EBIT margin level longer term, i.e., our 2021 and 2022 representative years for the typical profitability level used to do. You want to continue?

Yes, we have disclosed those last 2 years, then we have disclosed rolling 12 months at the end of June in our press release. I would say this kind of high single-digit, mid-single-digit -- high single-digit, double-digit type of profitability there is a good proxy also for historical years.

Thank you, Jussi. At the moment, we don't have other questions, but I will wait because it might be that they take a while. So please if you have any questions, Nathalie and Jussi are here available to take them. Just waiting a few, maybe a minute or so or something like that. Is there anything Nathalie and Jussi, you would still want to highlight that we haven't already said?

I would want to say that once we -- today, we have signed. Once we have closed, I warmly welcome everybody from Georg Jensen to Fiskars Group. It's going to be a fantastic journey together.

Yes, exactly. Okay. We have a couple of extra questions. Jussi, if you take this one, you are expecting quite large synergies. Can you discuss from which areas these arrive?

What we said in the press release that they are mainly coming or they are relating to support functions and sourcing. So those are the ones there on top of that. Of course, we have some synergies there when we get IT consolidated and the likes. But these are the things we are most likely being a bit more specific once we get the deal closed.

Yes. Okay. Nathalie, if you take the next one. What will the main focus points be to strengthen the business in Denmark with Georg Jensen and Royal Copenhagen?

Once we have closed the deals, of course -- I mean, like I said, this is a fantastic strategic fit. So we will focus on the commercial excellence direct to consumer. And then the potential in China, which is big.

Yes, exactly. Jussi, a question about the outstanding bonds in Georg Jensen. Do you have any plans for handling those?

The current plan is that we will refinance the bond. And after the closing, we can start the process there, but that's the current plan.

Okay. Nathalie, a question related to our previous acquisitions. So your previous acquisitions took years to restructure. How have you made sure this acquisition will be a smoother integration and earnings impact for Fiskars?

Well, when we look at this, first of all, the fit that we've said. And in addition, we are very detailed in the way we work. We make plans and we execute them.

Yes. Jussi, another one related to the synergies. So what kind of timing do you expect regarding mainly in 2025, but how much then in 2024?

We haven't yet disclosed also specific assets that the closing happens first, and then we are more precise on that one. What we said is that majority of the synergies should be in our accounts by end of 2025.

Yes. Then one question related to the news that we shared yesterday about the organizational changes or the planned changes. Jussi, can you give some more details on how these have been calculated?

Just for those other audience also context. And we yesterday informed bolos structural changes, what we had in the company. We also said that it might lead it's up on the consultation. So of course, we need to go through all the consultations. What we will talk about 400 people there, EUR 25 million annualized savings and then roughly EUR 6 million on one-offs, what this restructuring would require. We can't give any more details there on those consultation progress over.

Yes, that's true. At the moment, there are no other questions, but maybe still giving it a seconds or so. And yes, actually, now we have the next question. Jussi, can you share why Georg Jensen's earnings were down year-on-year already in H2 2022?

Of course, what we need to remember is that the businesses working at Georg Jensen is involved, it's very similar with what we have in and just looking at what has happened in the first half of this year versus last year, is a good invitation also the reasons quite the situation is what it is in Georg Jensen.

Yes. Then we have a question that last financial year, the revenue in Fiskars Denmark was just under DKK 1 billion. What are the expectations to the revenue in Denmark this financial year? And I believe we will not be able to comment this as we guide only on the Fiskars Group level. Notably, if you can comment on this question. Do you expect any holdup of the closing due to concerns from competition regulators?

We have today signed and we will go through the normal process on competition filing in all the key markets.

Yes. Let's see. I think there was at least one more question. Yes, Nathalie. Does this acquisition mean M&A-driven growth is becoming a bigger part of your strategy in the future too, i.e., are you in the lookout for more acquisitions to boost growth?

It's a very good positive question. As you know, so far, the last 2.5 years, we've been very focused on organic growth, transforming the company. Today, we have signed -- we have not even closed the Georg Jensen acquisition yet. So we do it step-by-step, deliver the synergies and then we look forward.

Yes. At the moment, there are no more questions again, but maybe this is the final time I'll give it some seconds if there are any final questions. It seems that there are no more questions. So I think we will then thank you for the active participation. And if you have any further questions, please just reach out to me. Thank you.