Fjord Defence Group ASA (DFENS) Earnings Call Transcript & Summary

Hi, and welcome to the second quarter presentation for Fjord Defence Group. This presentation will be hold by me, the CEO, Jon Asbjornø; and also the CFO, Øyvind Mølmann. So let's get started. Always a disclaimer, that's the lawyer's demand. Well, first, we will do an introduction to the Fjord Defence Group ASA. Our new strategy is defined during second quarter to be a compounder in the defense industry. We acquired Fjord Defence AS with NOK 30 million in cash and NOK 140 million settled with shares. And we also established a credit line of NOK 85 million. Fjord Defence AS are according to plan and uplisting process to main list of Oslo Stock Exchange is also initiated and hopefully will be finished during Q3. We maintain the -- what we call the legacy to maximize the value and potential over the time. I think Øyvind will come back to that, how that works. First of all, we have a highly attractive outlook for European defense players over the next 10, 15 years. We have an experienced management team with skin in the games. And we also have other shareholders that really know the stock market. We are currently evaluating several companies to acquire in the Nordics and in the Baltics. We have a strong shareholder base with long-term commitment to build a compounder in the defense industry. From -- during Q2, I became the CEO of Fjord Defence Group, and we also hired Øyvind Mølmann as new CFO. Below there, you see that we have been doing quite a lot in the defense industry, both with management buyout, reverse takeover and also selling and delist a company from Oslo Stock Exchange. So we have quite an experience also in that part, not only defense industry. Fjord Defence AS is a profitable and fast-growing niche player. Expect revenue in excess of NOK 100 million in 2025 and a higher growth in 2026. We have an order book for delivery for rest of the year for NOK 50 million. And if you add up with the NOK 50 million in H1, that will be NOK 100 million, and there will always be some add-ons. As a group, we are currently represented in the ground, in the maritime and in the vehicle industry. We have a buy-and-build strategy with focus on established, profitable businesses, have to be well run with strong management, history of profitability and growth, strong growth outlook for the next 10 years. And we're looking for small and medium-sized companies with distinct products. Not depending -- we are not going to buy companies that are depending on a technical breakthrough. If we look at the market drivers in European and NATO spending, aligned with the policy push for strategic autonomy in defense, we realize we cannot depend on other allies at the moment. And I will also say many people are thinking about the Ukraine war and what will happen when the Ukraine war ends. And hopefully, in my view, it will end pretty soon. We still doesn't change Europe's need to rearm and adapt to the new realities in the world. So the growth will continue over the next 10 to 15 years in my view. And we have now a new target for all the NATO nations to reach 5% of the -- to be meeting 5% of the GDP. I will only show this because if you see what happened from the start of the Ukraine war, first wave came with needing to make much more ammunition. I think all countries in Europe realized they have actually only on stock ammunition for a few days or a few weeks. Then the second wave is ordering more vessel tanks and so on. Then we come to today where we see that the third wave has started, capacity building, logistic vehicles and so on. And that has already started, and that's where Fjord Defence and the companies we are looking at will meet the highest effect for growth. And then we have still another wave that will come, which is when they're starting to man up, like, for instance, in Norway, they decided to have a third brigade in South of Norway. And for that, it will take 5 to 10 years just to realize that. And then they need a lot of equipment. Then I leave the word to Øyvind, who will do the pro forma finances.

Thank you, Jon Asbjorn. It's a pleasure to present the numbers here for Fjord Defence. And we acquired this company at the 20th of June this year, and it is included in our accounts from that date. But in order to assess the company we have bought, we show it on a stand-alone basis. And it has been performing very well, growing at a strong pace and with healthy profits ending up in the first half of the year on a stand-alone basis with an EBITDA of NOK 8.1 million, profit -- operating profit of NOK 7.3 million and profit before tax of NOK 6.4 million. It should be mentioned also as a part of the group, this company will benefit from our tax losses carried forward. So that's the company on a stand-alone basis, but it's also interesting to consider the impact it has on the group as such. And we have prepared on a pro forma basis, the table here. Firstly, you will see that even if this is just the first acquisition we have made, it has a significant impact on the group on a combined basis. If we consider the numbers for 2024, you will see that Fjord Defence would represent with a turnover of NOK 86 million, would be 2/3 of the group as such. So it's quite significant on the revenue side, but of course, also on the profit side. And further acquisitions within the defence sector will, of course, strengthen this -- enhance this effect of the Defence segment into -- as compared to the legacy. Considering first half of the year, you will recognize the numbers for Fjord Defence from the previous page, but with positive numbers, positive profits. But even at group level, we would have positive results on the EBITDA of approximately NOK 10 million. If you -- we have had significant transaction costs and if you adjust for that and also adjust for the unrealized loss on the Capsol shares we have in our balance sheet of almost NOK 7 million, you will also at group level, reach a positive EBITDA in the first half of the year. In addition to this and not captured in the P&L, we have made a settlement sale of seismic gear of NOK 16 million and also sale of the Arbaflame shares we held at year-end. They are sold in the first half of the year and comprising a total of NOK 21.3 million that is not captured in the P&L and then says that also the legacy part of the business is contributing substantially to the cash flow in the company. Then we end pro forma. And what we look at now is the actual numbers. And for 2024, this is how the company or the group looked without Fjord Defence. But at the 30th of June, we include Fjord Defence and you will see a major increase in the balance sheet driven by goodwill of NOK 178 million and other intangible assets that is identified in a PPA of NOK 103 million. This is then the value of customer relationships, order backlog and technology. Also on the current assets, you will see introduction of working capital elements like inventory and trade receivables. And this will be also enhanced going forward, and we focus very much on following the seasonality and cash effect of the working capital over the year, of course. We have a strong cash position on the last page of NOK 72 million. And also when we look at -- so the liquidity is good. When we look at liability and equity side, we see that we have a very strong equity of 86%. And we have draw down NOK 25 million on a bank facility of total NOK 85 million. So there is NOK 60 million remaining undrawn in addition to the cash we have. So there is -- it gives us a strong flexibility with equity and liquidity in combination. Finally, having a look at cash flow for the first half of the year. That gave a cash inflow of NOK 60 million, driven by a private placement of NOK 60 million, the cash effect of Fjord Defence, of course, and also, you will see the sale of the shares in Arbaflame and the settlement also represented here with a total NOK 21.1 million. So cash-wise, it has been a very, very strong half year. And let's hope that the second half can be equally strong. Jon Asbjorn, over to you. Thank you.

Now it comes what I'm most excited about, and that is the outlook moving forward. We have delivered as planned. And in that case, we are in a strong position. And as Øyvind say, we have improved our financial possibilities. We have qualified one product through the contract with the U.S. Department of Defense. I will only say that it has extremely high potential, but I cannot go into detail on that project because that is not of it late. We have a solid, as Øyvind said, balance sheet for both organic and acquired growth. We are currently evaluating several companies in the Nordic and Baltic, and we are looking forward to acquire new companies. Timing, I will not say anything about because I will go back to our demands for buying a new company, and we will not compromise on those requirements. So -- but I think we have a strong possibility to do something more already this year. And that takes up a lot of my time working on finding the companies together with my team and also working to get in position. So we are in a very good position to start with some companies, but time-wise, I will not commit, but it's very promising. We have seen already this half year like Øyvind was simple that the legacy are very positive cash driver that drives up and makes us stronger. So if anybody asks if we are going to sell it or anything like that, I like cash. I like liquidity and we're going to keep on milking that part as long as we can. And if you look at the outlook going forward, we will acquire new companies, meeting our requirements, which you can read in details in this. So it's going to be another busy half year, both for Fjord Defence AS, which are going to build up more capacity, more suppliers. And we have also there to look at assembly facilities outside of Norway and they have pretty much a lot going on. And I can tell that the companies we are looking at the moment, they also have a lot going on. So some say already that we don't have time to do a due diligence because we're so busy. And well, Fjord Defense AS didn't have the time either, but we managed to do it in record time. And we will continue with that assessment when we're doing this. It has to have as little as possible impact on the companies that we are acquiring. So with that, I will finish this with saying we have turned the Fjord Defence Group as it's known name, around, especially in the second quarter. And we are looking to grow the company based on our criterias and really in a fast way. No targets are unchanged and we are going to meet those targets. Thank you very much.

Well, I can say that it's very promising, but it will take some time before it goes from a development contract to serial deliveries because of the way defense market works. It take time. They have to come into the budgets and so on. But it looks very strong and we have got very positive feedback from also other parts of the U.S. defense, which also are looking to acquire for testing and testing will probably go through '26. Other countries have also come to us and asked us for that product but they are testing the new caliber gun. So we will have -- and that's luckily not for investor, they are always impatient, but we will meet a very high potential in this market and we are going to go through the phases as it takes in the defense industry. So I will not say anything about the time line. I will not create any false premises. But I would say like Bill Gates, the future so bright that I got the wear of shades. Yes, I can do that. In the prospect, we were talking about companies with a revenue between NOK 100 million and NOK 300 million. With our strong position now, we have increased that target. So we are looking to also discuss with companies that have higher revenues. I would say very simple answer to that. That's yes. We have a very strong relationship with our bank, Nordea, and they're not interested in borrowing us NOK 50 million or NOK 60 million. They are interested that we borrow more. Thank you, and thanks for all people out there that have been listening. Thank you very much.