Kendrion N.V. (KENDR) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the Kendrion to focus entirely on the industrial conference call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Joep Van Beurden. Please go ahead.

Thank you very much, and good morning, everybody. Welcome to the special presentation regarding Kendrion's strategic decision to focus entirely on the Industrial business in Europe, the U.S. and China. My name is Joep Van Beurden, Kendrion's CEO; and with me here is Jeroen Hemmen, our CFO. First, this morning's agenda. I will start with a summary of the strategic repositioning of Kendrion, spend some time on the deal itself and hand over to Jeroen who will share the financial highlights of the transaction, after which, I will give you a brief illustration of the Kendrion organization post close and go to Q&A. Before we start the strategic rationale, I would like to draw your attention to the following. Certain statements contained in this presentation constitute forward-looking statements. These forward-looking statements rely on several assumptions concerning future events and are subject to uncertainties and other factors, many of which are outside the company's control that could cause actual results to differ materially from such statements. Today's announcement reflects an important strategic decision to put our focus exclusively on opportunities within our Industrial Brakes and Industrial Actuators and Controls business groups in Europe, China and the U.S. The transaction will strengthen our ability to invest in the significant opportunities in the industrial sector fueling further profitable growth. We're also pleased with the acquiring party. The buyer is Solero Technologies with support from Atar Capital. As part of Solero, our Automotive business in Europe and the U.S. will become part of a pure-play automotive company fully dedicated to the sector in these regions and with a clear organic and inorganic growth strategy. In our view, a good home for the around 900 people that will join Solero post close. Kendrion's remaining automotive activities in electronics and China will be integrated into Industrial Actuators and Controls. They will be managed in the same way as all other market segments in IAC with strict parameters in terms of opportunity, size and profitability. By focusing entirely on our industrial opportunities globally, we believe we're in an even better position to play a pivotal role in driving the worldwide transition to electrification and sustainable energy. So why did we decide to focus exclusively on Industrial. As we all know, the Automotive industry is in a major transition to make full use of the opportunity that this transition represents, requires substantial investments in R&D and in production equipment. The level of investment needed makes it more difficult for an automotive Tier 1, 2 of Kendrion's scale to make a play in all the opportunities on offer, limiting the growth potential that's available in the U.S. and Europe. Over the past years, we have found ourselves more and more in a position that we had to choose. Do we invest in a specific automotive opportunity? Or do we instead allocate the funds and the resources to Industrial? By staying active in both Automotive and Industrial, we run the risk of being subscale in both. We have therefore made the strategic decision to transform Kendrion into a pure industrial company. With this, we can make better use of the growth opportunities in Brakes and in Actuators and Controls, and we substantially improved the group's EBITDA margin profile. In fact, based on full year 2023 pro forma figures, the transaction is accretive for both the EBITDA margin and earnings per share. Jeroen will talk more about that. Finally, the proceeds of the transaction allow us to deleverage our balance sheet to more comfortable levels of debt. Before I get into more detail on the transaction itself, let's look at the revenue mix impact. Looking at this story on the left, the makeup of Kendrion's current revenue, pretty much 50-50 between Automotive and Industrial. In the announced transaction, we divest around 80% of the org towards revenue, so 40% of group revenue to Solero. We retained suspension in China and Automotive Sounds and Electronics in Europe. This is to be integrated in IAC, where it will be run just like all other segments where IAC is active. Post transaction, Kendrion will be a pure-play industrial group with around 42% of revenue in Industrial Brakes and 48% in Industrial Actuators and Controls. Let us now go into the transaction itself. Slide 8. Solero with support from Atar Capital, will pay Kendrion an enterprise value of EUR 65 million in cash and integrate Kendrion's Automotive business into Solero. Solero is a Tier 1/2 portfolio company of Atar based in Water Valley, Mississippi. Atar purchased Solero in a carve-out from BorgWarner 2 years ago. The cash generated by the divested assets until closing will be for the benefit of Kendrion, and the transaction is subject to customary conditions and is expected to close in Q3 2024. So what exactly have we sold? We're selling the assets that represent roughly 80% of the Automotive group revenue, about 85% of Core and 67% of E for a total of around EUR 210 million. Not in scope of the transaction is our suspension business based in China, representing today around EUR 10 million in revenue and the Sound and Electronics business located in Malente and CBU of approximately EUR 42 million in revenue. As mentioned, these activities will be integrated in the existing business of IAC. Importantly, Solero grants Kendrion Suzhou a perpetual royalty-free license for the necessary IP to support the existing automotive activities and commitments. And let me make that really clear. Kendrion is repositioning the group as a pure-play industrial group, but we will, of course, honor all previously made commitments to our customers in full. A bit more on the assets. Included in the divestment are the sites of Prostejov, Shelby and Markdorf where we own the building. So here, the ownership will transfer and it includes Malente Villingen and CBU where Kendrion also has industrial activities. For these sites, we will transfer the lease or we will lease the building to do Solero ourselves. In total, we are selling over 38,000 square meters of production space and transfer around 550 direct and just over 300 indirect colleagues as expressed in full-time equivalents. What will stay in the Automotive Group. Three parts are going to stay with Kendrion and will be part of IAC. Firstly, it's our suspension business in China. The 2023 business was EUR 9.5 million, and as presented in February, during our full year 2023 results presentation, we have a sizable pipeline of suspension projects. Here, we will continue to look at potential new business with the explicit condition that it will need to satisfy industrial level profitability targets. Secondly, our Electronics business produced in CBU. This is our fuel pump controller business, mostly with Volkswagen. The size of the business in 2023 was EUR 22.3 million. This is sunset business, and although we expect -- but we do expect it to run for quite a few more years. We are not investing here and do not foresee that will change. And then finally, our Automotive Sound business. The revenue here in 2023 was EUR 20 million. And as part of the strategic repositioning, we have decided to discontinue our investment in these products. We foresee a cost saving of EUR 7 million per year as per the 1st of January 2025. The one-off costs associated with this will be around EUR 4.5 million, and these costs will fall in the second half of 2024. As mentioned before, all these activities will be integrated in IAC. IAC is active in around 30 different product market combinations. One of the tasks for IAC's management is to invest in those segments that offer potential for growth, while ensuring all segments are optimized for profitability and cash flow. What we are seeing in IAC is that some segments, especially the ones related to the transition towards clean energy are offering opportunities for substantial growth. Last year, on the Actuator side, we acquired additional business with our industrial locks and valves for medical devices and industrial washing machines. The business of Automotive Sound and the China-based suspension valves are going to be part of this technology going ahead. On the Control side, we have our functional safety controllers and our inductive heating product line. 3T is also part of this technology group. The fuel pump controller business produced in CBU is a logical addition here. The valves and fluid control part of IAC will remain unchanged. Next, we will go to the divestment economics, Jeroen?

Yes. Thank you, , and good morning, everyone. Some words to the divestment economics. As stated by you already, we announced repositioning of Kendrion into a pure play industrial company is based on 2 strategic actions. First, it's the sale of the electromechanical Automotive business in Europe and the U.S., valued at an enterprise value of EUR 65 million. And at the same time, we announced to stop all R&D activities in the area of Sound and Electronics. This termination of R&D activities in the area of Sound and Electronics together with a reduction in central costs as a result of the smaller organization will lead to EUR 8 million in annual cost savings. These cost savings are expected to be fully effective as from the 1st of January 2025. We do anticipate to incur in total EUR 8 million in nonrecurring costs, which includes both the restructuring charges and the transaction-related costs. These costs will be largely incurred in the second half of 2024. In order to illustrate the economic impact of both events, we have shown the effect on a pro forma basis in 2023, as if both the Automotive sale and the cancellation of Sound R&D were fully effective. The EBITDA contribution of the sold activities was EUR 19 million in 2023. Together with the expected EUR 8 million cost savings, this would have resulted in EUR 11 million lower EBITDA in 2023. This also means that the implied multiple on the effective loss of EBITDA is around EUR 6 million. And to the next slide. The transaction significantly improves Kendrion's financial profile. Based on the historic performance and on the longer-term business outlook, the transaction improves the growth profile, margins and cash flow generation. Let's take a look on how the key financials of Kendrion as an Industrial company would have looked in 2023 on a pro forma basis. Our revenue would have been EUR 309 million, with EUR 42 million EBITDA and a normalized EBITDA margin of 13.6%. The transaction would have further increased the absolute net profit before amortization to EUR 14.9 million, driven by lower financing costs. And not -- and importantly, our financial position will significantly strengthen as indicated by the pro forma leverage ratio of 2.2 at the end of 2023, enabling us to further invest in growth opportunities in IAC, IB and China. And then back to you to present the Kendrion's organization post close.

Thank you, Jeroen. The transaction means that post close, Kendrion will be a simplified and more focused organization, a pure-play industrial company active in Industrial Brakes with applications like robotics, wind power and logistics and in Actuators and Controls, where with various technology groups we serve over 30 different market segments. The retained business from our Automotive business will be one of these segments and will be managed in the same way. We will grow where growth is available and always with a clear target for profitability and cash flow. Today's announcement is impactful. It has impact on our strategic intent. It changes our expectations for our ability to achieve our 2023 financial targets. And of course, it affects what targets we set for the coming years. In the coming months, we will be laser-focused on closing the transaction as quickly as possible and to effectuate the related organizational changes within the Kendrion Group. We plan to present the new Kendrion Group, its strategic intent, the 2025 and the longer-term financial goals at our next Capital Markets Day that is scheduled for Thursday, September 5, in Amsterdam. More details and the invitation will follow in due course. Today's announcement reflects an important strategic decision to put our focus exclusively on opportunities within our Industrial Brakes and Industrial Actuators and Controls business groups in Europe, China and the U.S. We feel it materially strengthens Kendrion both strategically and financially. We are also confident that with Solero, we have found a buyer with a clear vision and with an exciting ambition for the automotive market that provides a good and professional home for the 900 colleagues that will be part of Solero. With that, I would like to hand over and go to Q&A.

[Operator Instructions] And now we're going to take our first question over the phone. Now we have the line of Martijn den Drijver from ABN AMRO ODDO BHF.

I just wanted to come back to one of your earlier -- the first statement, Joep, about the rationale, the investments required for the Automotive business in terms of CapEx, OpEx, R&D. That's been a known factor for some time. So my question is why now? Why would you go for this transaction now? From a balance sheet perspective, you still paid out a dividend. So there's no clear urgency. I was just wondering if you could add a little bit more in terms of the timing of this transaction, which is indeed surprising.

Definitely. So as I mentioned also in my earlier introduction, Automotive has been in a significant change, and that has happened, let's say, over the past 5 years. So this is not something -- this is not an event. It's not from Monday to Tuesday, all of a sudden the world is different. It's gradual. And so with gradual, we adjust and we look at the opportunities that have emerged and they're substantial. And we've said that all along, it's disruptive, but the good thing about disruption is it gives opportunity. But as time progresses and you see the opportunities in Sound, you look at sensor cleaning, you look at suspension and you're going into the motor, as you know, the time lines in Automotive are long. So to give you an example for sensor cleaning, we are convinced this is going to be a huge opportunity in a couple of years. What it means is you need to invest substantially in R&D. You need to invest substantially your customer relations in your sample -- the ability to provide samples with revenues literally years away. And of course, if you're right, and it is indeed a big market in 5 years, then you're good, but it could also be that something else develops. So the nature of this whole market compared to, let's say, when it was still a purely combustion engine and diesel-driven opportunity is different. And that changes over time. And as I mentioned, literally, more and more, we get ourselves in the position that you say, hey, we'd like to do these 3 things in Automotive, but we have an equal opportunity for 2 others in Industrial. And then at some point, this is more than a year ago that you have to sort of sit down and do a very thorough strategic analysis, which we did, of course, together with our Supervisory Board and say, look, we -- aren't we running the risk here that by betting on these 2 great opportunities? We are basically not doing justice to either one of them. And that can push you and then the next question, of course, is you need to then find a partner, which in our case is Solero, who takes the opposite view. So they have a view that they want to invest, and they are a pure-play automotive company. We will become a pure-play industrial company. And then you get into a position that you can do something that, in our view, is generally a win-win for Kendrion strategically and financially. But at the same time, I'm sure Solero will have a very similar discussion internally with them as well. They will focus on Automotive. So the timing -- these processes, they run for a while, you know that. And gradually, over the past 4 years, we came to the conclusion and ultimately that translated in what we announced today that we are better off by focusing on 1 of the 2 and our choice has been Industrial.

Okay. So it was Kendrion who made a strategic decision. It was Kendrion who searched the best partner for these assets. It wasn't opportunist -- there was no opportunity that, what, could have bluntly, that Atar came knocking on the door and said, "Hey, would you be willing to talk?" It's definitely not that scenario. You were -- it's your decision?

Absolutely. With a full 100% conviction. We -- this is our strategic process that we've run for about a year, I would say, culminating in today's announcement.

Okay. And just -- it's minor relative to the strategic question, but can you add a little bit more color on the perpetual royalty agreement that you have with your -- with the prospective buyer.

That means that -- so as you know, we talked quite extensively about it when we announced our full year 2023 as we do the annual nomination disclosure to the market. So we are not selling our Automotive business in China. We have a substantial pipeline there also of opportunities. And of course, as I said also, we are going to honor these commitments in full. But in order to do that, we will need sort of the necessary IP for these products, which is going to be transferred to Solero because they will make use of that in Europe and in the U.S. We need to be able to utilize that IP in China and for China alone. So we said, look, we get the license to that IP. It's royalty free. So that means we're not paying anything for it. And it's perpetual. It means it's valid for as long as we need it.

No payments.

No payments, no licensing payments and no need to extend or anything is perpetual. And so that means that it puts us in a position to honor the commitments that we have to our China-based customers. So it's a small, but important element of this transaction.

And the next question comes from the line of Maarten Verbeek from The Idea.

Just a follow-up on the discussion we just had that you have sold all your IP regarding the active damping of -- also suspension systems, along with its transaction. How will you develop new future generations of activating damping systems because it looks like that you have your order book and more or less you work with the IP you have, and that's it. So in the long run, you will not be able to develop new valves in this respect since all your R&D was located in Germany, you have sold your IP.

A couple of points, Maarten. First, to reiterate, we are not announcing the sale of 18% of the Automotive business alone. We're announcing that we are refocusing entirely on Industrial. So the answer is that developing IP specifically for an Automotive play in suspension is unlikely because unless you say, look, we're treating the Automotive business as any other segment. That means we're going to have very strict parameters for profitability, but also for the level of investment and risk we're going to take. So that it's unlikely. Now the other thing to note is that we do, as you know, for a long time, we have a local for local strategy. That means that in principle, for China, for Europe and the U.S., we've strived for many years to make sure that these regions are self-sufficient. So it's not the case that all of the R&D is entirely based in Germany. We absolutely have also R&D capabilities to support our customers locally in China as we speak. And we will make sure that, that is in place. So this royalty -- perpetual royalty-free license is there, as I said earlier to the previous question, to make sure that we can honor the commitments that we have made over the past years to our Chinese customers, and that is what we will do.

Why did Kendrion not opted to completely exit the Automotive business?

Well, we are.

I mean, you hold on to your business in China and you also still work with your Volkswagen as a client.

Yes. And this -- I mean, as you can well imagine, without getting in too much detail of deal and transaction dynamics, this is a carve-out. So it's also -- it's complex as it is if you probably realize. So we have -- we felt that in the grand scheme of things, this was the optimal way for us to basically divest of the bulk of the Automotive business, keeping 20%, but running that in a completely different way if we did before in an industrial manner, we felt that, that was the best way to achieve this repositioning that we decided to do about a year ago in that strategic decision.

The EUR 65 million enterprise value, which you will get as cash, will it be exempt from taxes? Will it be a net amount you will receive?

Jeroen?

Yes. So part of the transaction is -- it's not a share deal, but they are basically asset deals. So that is in itself a taxable event, yet, I do not expect the tax burden on this transaction.

And with exiting the Sound business, does it also require that you have to do an impairment?

Not likely. So we will have to -- I don't know if you mean goodwill, for example...

Activated R&D or whatever?

No, because -- so there is some capitalized R&D that we do expect to generate sufficient revenue in the coming years on Sound to absorb that capitalized R&D on goodwill. Yes, we have, of course, to calculate the EUR 7 million goodwill actually allocated to E. That is, of course, part of that we will write off because that is going to the Solero guys.

And the question comes from the line of Tim Ehlers from Kepler Cheuvreux.

So the first one I have is also with regards to only the partly disposal of the Automotive division. Did Solero not want to buy the Sound system. And for how long can we expect that business to remain within Kendrion until it's faded out? And then maybe as a follow-up to the Automotive disposal, the Chinese operations, do you expect that part of the business to stay within Kendrion for the long time? Or as you said, since you said to fully focus on Industrial, you will also let that fade out once you served new contracts there?

Yes. Thank you, Tim. So I don't want to get too much into the deal dynamics of exactly how this negotiation transpired. The deal is, as we announced it today. So how long we said we were all on the commitments that we have. So that means -- and Sound business, as you know, is relatively recent. So that's definitely, you should think in the range of a number of years. But we've also said that looking at that particular segment and with industrialize that is not going to be a focus area for us. So that will wind down over the next couple of years. It's a little bit difficult to assess exactly how long that is. The same is true for China. Now in China, we have just announced, as you know, in the beginning of this year, a large number of substantial project wins, we will clearly honor those. So that is going to be around for quite a few years, I would say. And if there is any additional opportunity in that market because China, of course, is a slightly different animal from a market dynamics perspective, also certainly also in Automotive. Then we will look at that and decide that on a case-by-case basis with the industrial level demands that we have for profitability, et cetera. So you can definitely model out, just in China, this will be quite a few years that we are going to have. Initially, we'll even see some growth there, of course, because these products are ramping. So that will show up in the quarterly results announcement over the next couple of quarters and beyond. And then obviously, obvious thing to say we will or in full all the commitments that we have made to our customers there, but also in Europe.

Okay. Clear. But that also means that you could go for more projects and still have some sales activity in China.

We could. We could. And as I said, it's just a simple -- it's simply a different type of consideration that if you have -- if you're an Automotive company, of course, you are developing a road map, you're going to take a view on what type of products are going to be interesting and important in the future, you will need to pre-invest in that for many years with the risk, of course, that it doesn't materialize. All that is -- we're not going to do, but we are certainly going to look at opportunities as they emerge in the Automotive market in China and decide on a case-by-case basis, if this is for us an interesting addition accretive to the financials, et cetera, as we decide whether we take that on or off.

Okay. Then a minor follow-up question with regards to that. The agreement with Solero, with regards to China, there is no political risk if the Chinese and American relationships sours a bit that you will see some issues coming from that side.

No, there is no Chinese assets or anything related to China transferred over. So it's not part of -- China is not at all part of this transaction in any way.

Okay. Then one last question before I jump back into the queue. Industrial, where do we stand there? Is the short-term labor still on? Do you see some improvements in the market there? Yes, I think a lot of people agree that you focus on the growth market now, so that's good. But the question is, where do we stand in the cycle at the moment?

I'll give you a few points. But of course, you know that on May 7, we're going to do our Q1 results. So of course, there, we will do the full disclosure. But the answer is that it is, I would say, on the industrial side, still slowish in the sense that the German economy is still not great. On the brake side, specifically, we've seen a stabilization -- and maybe a little bit -- I'm very careful here. Maybe we see, in some instances, a little bit of a rebound is definitely clear that the whole destocking event that we saw in Q3 and Q4 of last year, that is behind us. So I would say stable with some pockets of careful recovery, but it's a little bit too early to really declare victory on that one. But more will follow when we announce Q1.

[Operator Instructions] Alternatively, you can submit questions via the webcast. While we are waiting for additional questions, I would now like to hand the conference over to our speakers for any written questions.

Yes. We've got a couple here on screen. So let me read out the question and then answer it. So the first one is Rob from Vanguard. The question is, for how many years will the Automotive, Sound activity still contribute at a level of around EUR 20 million revenue? And will it's EBITDA margin be above average post the large R&D savings? Jeroen, do you want to say a few things about it?

Yes, sure. So as you have already mentioned, the Sound business is -- some of these contracts are relatively new, some even start this year, and we also will commit to a project that will start early next year. So I think for the coming 5, 6 years, this should be relatively stable on the profitability post the large R&D savings roughly in line with the group EBITDA. And then I was speaking about the EBITDA post close on a pro forma basis -- post close and so on a pro forma basis in 2023, that was 13.6%, so in that range.

Okay. And we'll continue, maybe for a follow-on question, but of course, that won't come because it is online. The next question is by Frank Klassen. Could you elaborate why you no longer want to invest in Sound systems R&D? What was missing to make this a viable growth business for Kendrion? Well, Frank, it is basically -- this is an example of the dynamic that we talked about earlier in response to questions for Martijn and also from Maarten. This is should you pre-invest substantial amounts of money in a market that emerges over the next couple of years. And there is inherent risk in that. That's one. The second, for Sound specifically, the competitive intensity was increasing. I think we were relatively early with that. We had a great -- and we do have a great sound technology system. We're very proud of that. But the competitive intensity was up. That means margins already came under pressure, while we were still investing substantial amounts into R&D. So it's a perfect illustration of what happened in the Automotive market over the past couple of years. And this was also one of the triggers why about a year ago, we sat down and said, but we really need to make a decision whether this investment in sound much as it could potentially yield us big benefits in the long run, whether we are not better off focusing these same investment dollars on the industrial side. And ultimately, the answer to that question was, that's what we wanted to do. Okay. Then the next question is by Paul Hofferson. The question is, what is the accounting P&L effect of the transaction book result?

Yes. So that is quite a number of items coming together, which will only be finalized when we close in Q3. But around about 0 is the best estimate I can give at the moment.

Okay. And then I think this is for now the final one that we have on -- Sorry, there's more coming in, but the next question is from Peter Smith. And the question is, can you please indicate the book value of the real estate that is sold as part of the transaction?

Sure. That is roughly EUR 9 million.

So roughly EUR 9 million. Then we have -- and I hope I pronounce the name right, a question from Andre Morgalesco. The question is, if will be the opportunity will you sell the remaining 20% of Automotive business? No, that is highly unlikely Andre. And that is for now the questions that I have online. Please, Naija, can you take it back?

[Operator Instructions] And the question comes from the line of Maarten Verbeek from The Idea.

Yes, it's Maarten Verbeek again from The Idea. One additional question. You mentioned that you do see numerous projects opportunities within Industrial. Could you share what kind of capital expenditure you expect for the next coming years to participate in those opportunities?

Yes. Generic, I would say, if you're talking about sort of group level CapEx, Maarten, it's a bit early now, but earlier reference to the Capital Markets Day, we will try to give certainly these types of parameters in that presentation as we lay out, so the strategic intent of what I would call the new Kendrion. Generically, I would say the investment levels and investment demands in Industrial are lower than what you see in Automotive. And that is also part of this strategic deliberation in Automotive. It's typically a big place, big investments if you win, potentially big payouts but clearly also big risks. And that is all more managed on the industrial side. So we'll come back to that. The other part of the industrial opportunity now over the past years, we've done 2, in our view, successful acquisitions Intorq and 3T to that point. So 3T, for instance, we bought it 2 years -- 2.5 years ago, with a EUR 12 million revenue. It's now EUR 16 million. Yesterday, we had the pleasure of opening our third Dutch development office in Drachten in the northern part of the Netherlands because we see a great opportunity for more software and electronics control technology, and we're struggling to find the technical people to basically populate all these projects. So another -- just an example of how also with the right M&A, you can strengthen your hands substantially there in the industrial side. And obviously, not here to announce any M&A today, but it certainly gives us the opportunity to consider things like that.

Because I want to touch upon that as well because you will improve your leverage ratio to 2.2x, which is okay-ish, but does not provide ample room to make massive acquisitions. So if you would grow inorganically, is then most likely that there will be bolt-on acquisitions sizes like 3T and not the ones of Intorq?

Well, I don't know. I mean, it depends on the opportunity, Maarten. So we were at that type of leverage ratio when we did Intorq. So that this all depends is the answer. But for the right opportunity, we will definitely look at it, consider seriously and see if and how we could finance that as you know, various options for that. So it's not a statement whether we're going to go on this big shopping spree. It is more that it gives us the opportunity to start to consider these types of deals that, in our view, have served us well over the past couple of years.

Dear speakers, there are no further questions over the phone. Over to you.

Good. That I think concludes then the webcast. I thank you very much for your attention. If you have any follow-on questions, you know where to find us. Bye-bye.

That does conclude our conference for today. Thank you for participating. You may now all disconnect. Have a nice day.