Frasle Mobility S.A. (FRAS3) Earnings Call Transcript & Summary

Good evening. Welcome to the conference call of Fras-le on the material fact on the acquisition of AML Juratek. Before we begin, we would like to make some important announcements. This conference call is being recorded, and after the end, it will be on our website, ri.fras-le.com. [Operator Instructions] Apart from this, we would like to clarify that declarations made in this presentation concerning the business perspectives of Fras-le's business, projections, results and growth potential of the company are based on forecasts and are based on the expectations of management in relation to the future of the company. These expectations are highly dependent on changes in the market, general economic performance of the country, the sector, international markets and thus can suffer changes. We thank you for participating in this conference call. My name is Monica. I'm from Investor Relations department. And we have with us today Chairman and CEO, Sergio de Carvalho; Director Superintendent, Anderson Pontalti; and Investor Relations and M&A Director, Hemerson Souza. I wish you a good conference. And now I'd like to pass the floor to Mr. Sergio, who will begin the presentation. Sergio, you have the floor.

Thank you, Monica. Good afternoon or good evening. It is with great satisfaction that we inform the signing of the purchase contract of Juratek in England, in the U.K. This and Bettaparts too. The company has a revenue of GBP 25 million annually, approximately $30 million. This company is totally aligned with our strategic objectives in terms of accessing the after markets with many synergies in relation to our business as we have done in all the other acquisitions. It is a very -- a company that is very light in assets and this will help us to elevate our ROIC of Fras-le companies. This investment is worth GBP 18.2 million, the closing should happen in the next few weeks, maximum 30 days. And once again, we're very happy with this new acquisition. Now I'd like to pass the floor to Anderson Pontalti, who will give us details on the transaction and the company. Anderson, you have the floor.

Thank you, Sergio. Thank you, Monica. Yes, we have been talking to all of you, investors, about our strategy. Those who followed the Fras-le universe, those who are close to us, know that Fras-le has a position of powerhouse. We are a powerhouse in the Americas, especially in Latin America. We have invested a lot in innovation and technology. And a third pillar is the internationalization of our business. With the acquisition of Fremax and Nakata, we expanded our share in the domestic market. Therefore, we are now also growing in the international market. This is the first step. We have talked to many of you. We announced that this was part of our strategy to go to mature markets, especially Europe, and now we're doing exactly this. We are doing what we said. Next slide, please, Monica. Juratek is in our growth strategy, Juratek is now a step in internationalization. Most of the portfolio of the company and Hemerson will talk about this is linked to products that we know very well. These are products linked to brakes, but with an enormous potential due to the brand of the present in the market to include new products soon. Please, Monica. So why are we making this acquisition? Our growth strategy outside the company, we have 42% of our revenue in the export market. We have a vision to get to 60%. We want strong currency to shield ourselves from economic ups and downs. So this company has a great potential of synergy in this market. It's a very safe step. The ticket is not higher. The company has an excellent reputation. But what made us look at this company in more detail was that the brand has an excellent coverage in all the U.K. and an excellent reputation for us to launch other products apart from the ones they produce, support and aftermarket in a market that is the size of Brazil. Hemerson will give us numbers. The U.K. has a fleet, that is the second largest fleet in Europe and the fleet similar to that of Brazil. This is important for a global company like Fras-le. Okay, Monica. Now hear more details about our thesis. We understand that it's a good fit. They are very similar to what we do in Brazil. Products are similar. We have talked during the project that we call JK, that it is a mini Nakata. Those who know Fras-le, it's a company that has a good reputation and excellent team, good products and a unique brand in the market. The synergies, we believe there's a lot of space, especially in sourcing. There's a space for footprint, development of new products, expansion of the portfolio. And in the medium term, we will look at all the combinations that can really help us, including back office, a very well-known brand and excellent reputation. The client platforms is pulverized. They have many clients. So they don't run the risk of being centered on 1 or 2 clients. They are in all the U.K. in many geographies within the U.K. The operational model is aligned to future trends. When I say this, they have the same-day delivery or delivery in the next day, they are digitalized in order to serve the market in the U.K. They have a good track record, an excellent track record, a team with a lot of experience, and we anticipate that the 3 main executives already have a retention contract. They have a contract to continue with us and maybe they will be with us for many years as we did in Nakata or Fremax. We want good results and especially people who can take this growth plan, synergy plan forward. We understand these executives will not be different in relation to our model. Hemerson, I'd like to pass the floor to you, and we will hear more in details.

Good evening, good afternoon. For those who are in other locations. Well, we're very happy, Pontalti, Sergio, myself. We have this vocation to look at businesses aligned with our strategy. Since Nakata, we have been trying to understand what will take us to maintain the same track record, the same efficiency and acquisitions. And this will place us in a market that has 45 million vehicles, a national fleet similar to that of Brazil, 86% of the vehicles are light vehicles, but they have a vocation for light vehicles. The second largest market in Europe, although they are not part of the European economy, after Germany, they are the most important market. And very similar to the market in France, a little larger and can be compared with Italy, which would be the fourth largest in Europe. We need a presence in Europe to do what the market demands. We don't have a relevant presence in the U.K. We have a small OEMs , small sales for OEMs, we had nothing for aftermarket, and we need a presence. We would have an enormous difficulty to have a basis for Fras-le and Fremax as we have in other mature markets. I joke, I say that when we buy a company, we want speed, fast pace. So in fact, we're buying access to the market, and this brings us many opportunities that I will mention later. Monica, next chart. Here, we talk about the company, AML Juratek. 2 companies. Juratek has 60 employees and Bettaparts 11, 70 employees, and they make products that are very similar to our products, brake pads, brake linings, calipers too, and some other products. In heavy vehicles, they have brake pads, brake drums, brake lining. We're not buying real estate. The real estate is rented. Their revenue was $25 million. 100% aftermarket. So this goes beyond the U.K. They have a good exposure in Europe. And especially in Hungary, 30%, they export to these locations, Romania and Hungary. Another issue, if we were to see the importance of Juratek as a brand, they are certainly among the main brands in the U.K., maybe among the top 5, now top 10. And the main brands, the first brands are those that belong to multinational companies that have traditional and are in all of Europe. So a brand with an excellent reputation as Pontalti said, a mini Nakata in the U.K. On the next chart, I show the location of the company. We can see here Doncaster, headquarters, an hour from Manchester to the north of Manchester, and they have operations in Belfast, in North Ireland to take care of their clients, a smaller operation, Bettaparts is in Bradford, close to Doncaster. On the next chart, here, we show the product lines. It's important to say that 90% of what they make is for light vehicles, 10% heavy vehicles. They -- I remind you that Fras-le is the large plant for heavy blocks in the world. We see here, we look at this access with a lot of energy to introduce new product lines. They have disc brakes that we can customize, brake pads, calipers, as I said, actuators from control, heavy brake pads that we made in many plants in China, India, Brazil, U.S. Uruguay, sensors that we can introduce here in Brazil with our brands. So many synergies, important synergies. On the next chart, we talk about financial data. This company has GBP 25 million in billing. Even with difficult, they have been growing strongly and then coronavirus affected the demand especially because they have a sourcing that is very similar to Nakata. They develop products. They have long-term relationships with manufacturers, most in Asia. So during 2021, 2020, they were affected by not having products to sell, but they're growing very fast, the same that we expect for Fras-le. And when we adjust the EBITDA operationally, the company has an excellent result, but they have been paying freight that in 2022, were 5x, 6x more than normal than what we're paying in the last 4, 5 months. So when you make the adjustment, they are able to do 10-plus EBITDA, and we believe this will only increase when we use our synergies. We estimate, we're targeting about GBP 2.5 million. We believe we can add in 5 years, GBP 5 million in synergies. And I tell you that I'm always a little pessimistic to show what we can do. We have done much better in recent acquisitions. So GBP 5 million in synergies launching products we already have for heavy vehicles, introducing the Fras-le brand in this market in a direct way aftermarket. There is a combination of sourcing that is important. We also buy some of the products that Juratek sells, and we have to optimize our basis, offering what we have from our plants that are competitive. And as Pontalti said, we look at possibilities of synergies and operations, logistics in some countries, other costs that we have and where we can have synergies. So we're very happy with the level of synergies we can have. If we look at these GBP 5 million in 5 years, more than 2 EBITDAs of this company and synergies with a lot of support in terms of what we can do in this business. On the next chart, now close to the end. This is how we will do this acquisition. Fras-le will increase its capital in Holland, our unit in Holland, Fras-le BV, and Fras-le BV will buy Juratek. The payment of GBP 16.1 million, 10% will be retained for contingencies. This is normal. This will take 2 years. Contingencies are not material. We have some adjustments in debt, working capital, which can vary this -- it can even be a little longer. And finally, here's a summary of the transaction. Enterprise value, GBP 18.2 million, subject to adjustments. We're purchasing 100% of the company. The net debt was GBP 5.2 million. Most of this is for working capital or surplus inventory or cash that was discounted. So we will retain 10% for contingencies. And those that are necessary. And after 2 years, we will free this. The company is very, very clean company, no relevant findings and the next steps that we're estimating, the payment closing which happens after we saw some issues that are very simple. They can be done quickly. We have an estimate that this will be done in the next 15 days. And we have an integration plan of 100 days to begin looking for the synergies. Well, now we'd like to begin the Q&A session. I would like to say that -- some already have some questions. I have one, we're using the resources of the shares to pay for this company. The company's debt will not change. It's a safe purchase, a small ticket. When you look at real, BRL 110 million. So part will be retained. So -- and later, we can explore this and I will count on Anderson and Sergio to talk about the synergies. Monica will begin the Q&A session.

Thank you, Hemerson. Now we'd like to begin the Q&A session. [Operator Instructions]

We have one question there, Monica. Okay. Our first question, Lucas Marquiori.

Congratulations for the acquisition. It's good to meet you again and see the results of all these conversations. As you said, this first step -- it's a first step in Europe, very interesting to increase the footprint in Europe. I'd like to clarify some points about the acquisition. First, I have the impression that it's a very well-adjusted multiple. You paid less for this company than you paid for Fremax and Nakata. So I'd like to understand if during this effort to increase production from -- in other segments, will you need more capital? You will have to increase the capacity. And also to have the synergies, you will have to allocate capital. Are these synergies mapped only with the acquisition price? The second question. In the remainder, the GBP 2 million that will be paid 2 years later, does this involve payment in shares to these 3 executives that you mentioned who will remain in the operation? Or is it cash? This payment. And third, quickly, can you talk about OEMs? You mentioned that it's 100% aftermarket, but with the OEMs that you already sell to in Brazil, do you believe you can sell products to OEMs in the U.K.?

Very well, Lucas. I begin to answer together with Sergio and Anderson. Well, first, this payment after 2 years will be made in cash. We know clearly it would take longer to pay with shares. We recognize that it's more complex. We have the differences in culture. We thought this would be the best way to continue. We don't believe we will have to expand the use of capital with new lines. We will maintain the daily inventory with larger revenue, of course. Yes, we will apply more resources depending on the growth of these lines plus new lines, but commercial lines with few part numbers, we can cover a lot of things. So we won't need a lot of resources. The potential for revenue is very attractive. And I'd like to pass the floor to Pontalti and he can supplement on our vision for OEMs, and Sergio talking also about synergies and support to the growth that we can expect. Okay, Pontalti?

Yes. Thank you, Lucas, for the question. Our journey with OEMs is very strong in Europe. We have many businesses not only in Europe because there are many technical decisions and Fras-le team has been making good progress. The Juratek team has and aftermarket DNA. OEMs will be for existing brands like Fras-le and Fremax, which have a certain penetration. We see a great potential to include products for aftermarket and launching this Juratek brand in other markets. This is part of our plans in the medium term. Now in terms of OEMs, we don't believe it's the most obvious synergy. Because the fronts we have with the other brands are more advanced than have a better recognition by OEMs.

Thank you once again for participating and your question. Just expanding a little Anderson's answer concerning OEMs. Our initial plan for this unit, as Anderson said, is more focused on aftermarket parts. But since we have products in the Fras-le world, they can be considered in applications in buses in the U.K. and also Holland, semitrailers in the U.K. markets that behave differently from manufacturers in Continental Europe. In the U.K., it's a little different from the rest of Europe. So the is valid, but not in the first year as a priority. Hemerson mentioned, Anderson, too, the synergies. We have this history of developing many synergies when we make an acquisition. We only make an acquisition when we are convinced that there will be a lot of value and synergies for our shareholders. And this is the case. We are expecting growth with more inventory, our name, we are present in other parts of Europe, but the expansion of the line of products, we can take their shock absorbers and many other components to this geography, also the heavy line, heavy truck line which is present in Europe. So a lot of synergies also in management and many possibilities of doing insourcing. In the portfolio of Juratek products, friction material is bought, disc brakes, brake drums, a large amount of products that we produce in many of our plants. So we will be able to determine what is more economical and develop in-sourcing in some cases from our units in Brazil or from other locations. So we're seeing strong synergies as we have had in all our acquisitions, and we're sure that this acquisition will be a success story for Fras-le.

Thank you, Lucas. Thank you, Sergio. Monica. I will read a question here. Andrea Prates . He says, good evening. Congratulations for the deal. What are the differences and similarities in terms of the culture of Fras-le and the new company. I would like Anderson to answer this company. He had the opportunity to work in Fras-le Europe.

Thank you, Andre. Every M&A process has strategic alignment, valuation, acquisition and the most important, integration after acquisition. A very good question. I confessed it. Fras-le, since it's an international company, we sell to 120 countries. We're in many cultures. We've had many processes involving integration. This is one more absorbing culture with responsibility. But the English culture although there are differences, has a little of what we're used to seeing in the U.S., a more direct frank culture. We have businesses for Meritor, but also in the U.S. And I can see that the level of energy, engagement and motivation of the 3 main executives of the company right now make us very happy that there will be a good effort on both sides to understand the culture in a fast way. So any cultural issues may only help in the Fras-le family. So my years in Europe also make me understand that it's possible to have a good dialogue, a good conversation with good integration processes, and this will not be different from other cases.

Thank you, Anderson. Our third question.

[indiscernible]. Two questions. I'd like to understand the main outsourcing regions of Juratek. Do they have suppliers that are similar to Nakatas? Just to see how easy it will be to capture the synergies. Can you mention the timing of the company to capture the GBP 5 million in synergies. We saw that with Nakata, there was a positive surprise. So what are your expectations and what are the easiest synergies to be captured? Their sourcing, internal sourcing of part of the portfolio and also the speed of the process, what should happen first and the timing.

I talk to Hemerson. I will answer this question. The first synergy purchasing, cross-selling, we have many suppliers in common, some are not in common. We will use our purchasing strength to get deals that will be good for us in all the units. So this is the first thing we will do, but there is another one which is for heavy line, both in friction and also rotors where we offer a lot in Continental Europe. We have a portfolio that is already developed, and we believe it will be relatively easy to introduce in the U.K., the Fras-le brand. We discussed this today. It's a brand that produces. It is easier to accept. It's not only a brand that sources from China. You said what is the main origin? China, Yes. And the largest suppliers, they have some in Eastern Europe, but most of the products come from China. And this is very similar to our business with Nakata. And this GBP 5 million pounds, the timing is 5 years. We believe that we will capture in a shorter amount of time and we may even increase these GBP 5 million. But this is a relatively conservative. So these markets need a deeper analysis, but we intend to capture GBP 5 million in 5 years.

Our next question comes from Victor Mizusaki.

Congratulations for the transaction. Two questions. The first is a clarification concerning the price. You mentioned GBP 18.2 million, whether this is the equity value or enterprise value. You mentioned that in the closing, you will make a payment of GBP 16 million and net debt of GBP 5 million. Just to confirm, is it equity value or enterprise value? Because if we write GBP 18 million plus GBP 5 million, it's GBP 23 million, which would be a multiple of 9.5. It's a transaction in Europe. And the second question has to do with the pipeline of M&A with the closing of the operation. What are the next steps?

Victor, I can answer the GBP 18.2 million are the company's value, adding everything. The GBP 5 million in debt is linked to working capital of the company. We noticed difficulties in delivery they had discounted receivables. So it's linked to working capital. This debt is linked to working capital. We -- the fact is the company needs an X level in terms of working capital and they have a surplus, a good surplus. It's worth the while to have it. So in the closing, we will have more precise data, this amount -- this value can go down. But if we look at 18 divided by 2.5, we will have 7x. We believe it's a good transaction for Europe. The debt is working capital. We thought of not qualifying it, but it's good to qualify to be able to show since they have an offset in this working capital of the company in cash and inventory. Now I hope I was clear, concerning the pipeline of projects, I would say that we have our pipeline very active since Nakata but we have to be diligent in choosing to make acquisitions that will allow us to generate value not only for shareholders but also for our future. So this acquisition, we have been working on it for more than 2 years, then there was the coronavirus, other points, difficulties. We also had to negotiate price. Many things became difficulties. So, we don't know if we will have another acquisition in 1 year or 2 years. I can tell you that all of us here have worked to find good deals and in the pipeline that we saw, we have continued to look at possibilities to grow inside and outside Brazil by geographic growth. But they have to be a good company and bring relevant synergies for us so we can create value as we have done in the past.

Our next question comes from Lucas Laghi.

Congratulations for the acquisition. You talked a lot about synergies. I'd like to confirm thinking of the synergies, GBP 5 million in 5 years. How can we -- what are you imagining in terms of reducing costs and increasing margins or increase in revenue to make the fixed cost more diluted and thus, bring growth in EBITDA? To understand, how you're seeing these assumptions that will bring these games in synergy. You mentioned they have -- you have had a good track record, especially in Nakata. That's the first point. And the second point, to understand better about competition in the U.K. in comparison with Brazil. The market share of Bettaparts in Juratek in their main markets and how pulverized the market is, the other players? How is the competition there? Competition in the aftermarket parts market.

Lucas, I'd like to begin answering and then Pontalti and Sergio can talk more about the competition. we don't have a -- we know that the company we're buying are among the 10 main companies in the sector. Top 10 in a market that has a lot of possibility for growth. Now synergies. I would say that 40%, we have already mapped with cost reductions, optimization and footprint and additional margins. So 35%, 40%. The rest, 60% is in the launching of new lines to grow more selling different products on the same platform. I would say that these 35%, 40% of synergies in the beginning, we can maybe capture some in the first year and maturity in the second year. The others begin in the second year. So these will demand more time. It will take a little longer. They begin in the second, third years, to appear as synergies. So like we did with Nakata and Fremax, every quarter, we will show the results and show this. And now I'd like to pass to Pontalti and Sergio to talk about competition. Sergio knows well this market. He lived in Europe.

Well, I'll begin, Sergio. I would say that competition, as Hemerson said, we're buying a company, which is among the top 10 in the market among the 10 largest. We don't have the exact market share, but we believe they have 4% to 5% market share, especially in brake systems for heavy line. We see a possibility of increasing the market share because with our own production and combination of sourcing, we will make the unit competitive. But we believe that the top line with new products will be the great engine of synergies. When I look at the top 10, the market is pulverized. It's a mature market, competitive. But 2, 3 players have a greater dominance. They are Continental, there's EUROPART, packed strong presence. So 2 players that have almost 20% each, and then the market goes to 5%, 6%, 8% each. And we here with the acquisition between 4% and 5%. The European markets will always be competitive. There will always be additional difficulties. But as we said, we're acquiring not only a company, but also the competencies of the people who are managing the company. And we have plants in India, Southern Hemisphere, China, we're sure we will deliver more tools for our team to increase market share, thus the margin -- with the synergies becoming true.

Our next question Joel Dos Santos in writing. How is the acquisition, how does it fit in the international expansion of Fras-le? And what are the possible effects of this purchase in the global market? What are the challenges the company may have in the integration of Juratek? Sergio, would you like to answer?

First, it fits perfectly into our strategy to grow in other countries. Pontalti said, we want 60% of the revenue coming from export sales, we will leave the current 40%, 45% in foreign currency, and we will have more global exposure with Juratek, Bettaparts. Every integration has challenges. This one is very, very safe. It's a company that has a good performance, has a good team of directors that will continue in the business. And in general, we have products selling in Europe, including brake lining, also brake pads, brake, disc brakes. So we're operating in the market that we know well. That is why I would say that the challenges to integrate are smaller. Obviously, with all the support from Brazil. We know that integration should not be as complex as in other cases where we had to move the plant from Sao Paulo to Minas Gerais. These were more complex. Here, it's running the business, growing with more products and combined sourcing, the rapid synergies that we can reach.

Hemerson, if you allow me to supplement the answer. We have talked on many opportunities that we want to continue growing rapidly. We want to continue growing, always with a business model that will increase our resiliency in revenue. Our desire to increase our revenue in strong currencies has a way to have a more resilient, a more robust company, avoiding exposure only to one geography, one line of product. So this is our vision, and this transaction is mini Nakata. We want to repeat what we did with a lot of success in the U.K. in a geography that we know well with competent professionals. And we also developed this ability to do good integrations and to maintain people motivated and learn from them the good things they have to teach us and thus, learn these new practices and vice versa. Everything we do well, certainly, we intend to take to them, to Juratek and implement processes that we believe will improve their actions. So we're following our strategic plan.

We have a few more questions. We will close at -- now in -- I'd like to summarize some of the questions. Questions from Jonathan San Felipe and I can answer them. How did we get to Juratek or how did they get to us? How long did it take? What was the motivation that they have to sell, the owners motivation to sell. They talk about growth in Europe, whether we would use Juratek to grow organically. And this -- there's a question from Felipe from 3R investments. How is the sector, what advantages we have and the triggers?

Well, I'll try to answer them. And then Pontalti and Sergio can help me. First, we don't have -- our products are well known. In Europe, $30 million, $35 million a year, products that are well known aftermarket. But Europe is small for us. We're talking about 3% to 4%. So we needed a footprint and we had to buy someone. So this by itself is a trigger to buy this company, leverage sales in a market that has -- in a market where we should be present. So whether we can buy more companies in Europe. And the answer, yes, we need bases in many countries. So Juratek, we mapped the companies that are referenced and then we knock on their door. It took 2 to 3 years in conversations to make this acquisition. It takes time. You have to build trust. The main owner, Matt, came to visit us in April and his motivation is, he cannot grow by himself. He has good people, but it's difficult, you get to a size where to grow even more, it becomes difficult. So with Fras-le, he said, this can be the leader for the company to grow. Now I'd like to pass the floor to Pontalti, talking about Europe and then Sergio. So Sergio can say in general, how Juratek connects our business to the powerhouse of aftermarket parts. So okay, Pontalti. Regionalization and Sergio, our international expansion.

Thank you, Hemerson. Regionalization is important, the way we see it, if we look the cultures are close, but there's a lot of -- there are many cultural barriers to be overcome. The level of demand is very high. Inventory has to be close to you. Normally, local businesses are stronger than on quick delivery. So we believe that with all the diversification of the risk -- so it's better to have small actions in parts of Europe, thus shielding the business. Now a relevant point. During M&A, we looked at 2 companies in the U.K., 1 in Holland, 1 in France, 1 in Italy, 1 in Spain. So we still have -- we're still looking at many other companies. This was the more mature one. So we said, let's invest the one that makes -- has a better fit. Sometimes the others are not ready to sale and maybe in the future, we may talk to them again. So we're very happy. And I'd like to pass the floor to Sergio with the final comments.

Thank you, Anderson. Just to supplement the link with our strategy, our powerhouse of aftermarket parts. This is a journey we showed on the second slide, one of the priorities that we defined 5.5 years ago was to become a powerhouse for many reasons to be more -- have a more resilient revenue variability, OEMs, healthy margins, many attractive points and we said, this is a safe harbor, so the impact of all of this in our business. And at that time, we didn't know as clearly as today the impact of all these technological changes. That's why we said one of the main points that create a powerhouse of aftermarket parts, allowing us to have a buffer in cash that will allow us to new actions when we see the trends in relation to OEMs. And we developed smart composites, that's the second pillar of our strategy, in nanotechnology. But the third internationalization. So in a nutshell, Juratek is very good for our strategy. As we have said, so as Hemerson said, Anderson, too, we're all very happy the synergies are many. We are careful when we define synergies, but you will see in our history, we always delivered more than what we promised, and we believe this transaction has a potential to do the same. So we're very happy. Thank you for participating. I know it's late. As always, we're available to give clarification. Our people were all available. And this material will be available on our website. Once again, thank you, and we wish you a good evening. Thank you. We'd like to close if you have more questions, please get in touch with us. Monica, would you like to close?

We'd like to thank all of you for participating, and we're available for future clarification. [Statements in English on this transcript were spoken by an interpreter present on the live call.]