NettiX Oy (ALMA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to this briefing event for analysts, investors and media. My name is Elina Kukkonen, and I'm responsible of the Communications and Brand in Alma. This event is about Alma Media to acquire NettiX business from Otava, as we have announced earlier this morning. I will first-hand over to Mr. Kai Telanne, our CEO of Alma Media, and he will present the acquisition and the rationale behind it. And then our CFO, Mr. Juha Nuutinen will continue with the financing the acquisition. And Mr. Telanne returns then to outline the presentation. After the presentation, we have time for questions and answers. You're more than welcome to ask questions. We first take the questions from the conference call line and then from the online stream. I'd say that nice to have you here, and nice to have you following our this fully online session today. So please, Mr. Kai Telanne, I hand it to you.

Thank you very much, Elina, and good morning for everybody on my behalf as well. We are really excited on this major step, major acquisition for strengthening our position in digital marketplaces in Finland. As Elina told you, I will first go through the main metrics of the target and, of course, the key rationale of this acquisition from Alma Media's point of view. And then after me, Juha Nuutinen, our CFO, will go through the financial -- the financing of this acquisition. This is a major step for us to strengthen our position in Finnish marketplaces scene. Early in the morning, we signed an agreement with Otava to acquire NettiX business. As you might have already read the accurate enterprise value of the acquired business is EUR 107 million, with the EBITDA multiple of 15.1. The target had revenue of EUR 22.5 million, EBITDA of EUR 11.2 million and operating profit of EUR 10 million. And as you can notice, this is a highly profitable marketplaces business and fits perfectly to our portfolio. This acquisition follows Alma Media's strategy to focus on digital media and services. That has been our strategy for 15 years now, and we will continue with this major investment to fulfill the task. This acquisition strengthens our position, especially in automotive and mobility services in Finland. NettiX will be reported in our newly organized Alma Consumer segment, which is a combination of leading digital media Iltalehti and different kind of digital services in Finland. This Alma consumer forms an exceptional combination of services and content and data as a local partner in digital business and commerce. We assume the digitalization of mobility services and the automotive ecosystem is expected to accelerate further in coming years, and the trading is expected to continue its rapid shift to digital marketplaces and platforms. After this acquisition, our revenue of Marketplaces business in Finland will be approximately EUR 46 million. NettiX is the leading marketplace for automotive industry and motor vehicles in Finland. It consists of leading marketplaces such as Nettiauto, Nettikone and Nettimoto. In addition to this, its brands are Konepörssi, which is the leading professional media for machine and transport business. And then also the new service Ampparit, which is an aggregator of different kind of news services. NettiX marketplaces reach an audience or visitors of 2.5 million Finns every week. 39 employees will be moved to Alma Media. This is a network-based business, which means that approximately 60 professionals work for the NettiX via other companies. On the right side of this slide, you can see the share of the revenue of NettiX, EUR 22.5 million revenues, of which 81% comes from Marketplaces, like Nettiauto, Nettikone and Nettimoto; and 14% from a professional media like Konepörssi; and then news services 5%, like Ampparit. EBITDA was EUR 11.2 million. NettiX recent development has been really favorable. Even last year, which was the crisis for COVID-19, the revenues were growing nicely. The last 5 years, CAGR has been around 7% and the EBITA over 50%, last 3 years. The new consumer segment in which this NettiX will be reported is a strong local partner with a unique combination of digital content and commerce in Finland. There's a bunch of leading brands inside this segment, like you can see from this slide revenues, more than EUR 90 million; operating profit, EUR 25 million, last year figures; and almost 80% digital of revenues. More than 300 employees -- 330 employees, a quite remarkable amount of the revenues of -- and the profitability of Alma Media as well. This segment, a combination of digital leading content and digital services verticals, we can reach every Finnish household every week. We have more than 1,250,000 registered users in Alma account, and that is growing nicely. And through these registered visitors and customers, we will get a load of data in order to improve the content and in order to segment this customer base better for our business-to-business customers use. After this acquisition, Alma will be a market leader as it has been in housing marketplaces, but also in -- market leader in motor vehicles marketplaces. Key rationale behind this acquisition are here. First of all, the Marketplaces business is growing all over the place, not only in Finland, but all over the Europe and globally. This is a very logical step in our strategy, which has been transforming the business and leveraging the business from media to digital services. The target is leader in motor vehicle marketplace, as I said before, and it brings us growth opportunities and opportunities to accelerate the sector's transformation, which is going on and even accelerating. NettiX business is a very well-run business, as you can see from the profitability and the growth of the business. It's a network-based business, highly scalable and very profitable. This new acquisition provides us new revenue opportunities in growing renting and leasing businesses, for example. The new combination of our current businesses, leading content, digital content and leading verticals unites outstanding capabilities of marketplaces, technology, expertise and media reach, which is a very valuable combination for our business-to-business customers in order to reach their goals. And last, but not least, the data pool that we can get from this combination is extremely valuable, especially for the business-to-business customers. And of course, also for the product and service development. So these were the key rationales and the key metrics of the NettiX to target. And now our CFO, Juha Nuutinen, will continue with the financing of this acquisition, then we will finalize this presentation with the key elements of Alma's strategy. Juha, floor is yours?

Thank you, Kai, and good morning. I take some main points from this finance point of view concerning this acquisition. Like Kai mentioned, this acquisition was EUR 170 million from enterprise value. It will be paid in cash at the end of March, and it's fully financed with the loan. This will have a positive effect in earnings per share figure. If we include increasing interest costs and also increasing depreciations from purchase price allocations and also taking into account the synergies, the effect in earnings per share will be around EUR 0.05 for the full year. Yes, depreciations will increase because of this purchase price allocations. We estimate it's around EUR 3 million. This is a preliminary estimate at the moment. Transaction costs will be around EUR 1.5 million. EUR 0.5 million, we have already booked costs as cost last year. So this year will be EUR 1 million. There will be synergies, and we have been a little cautious with the sales synergies at the moment. There will be sales synergies as well between the marketplaces and between the media brands, but this EUR 1.5 million is mostly coming from the cost synergies. And they are primarily coming from the premises and also from the digital advertising, which is taking in Alma from Otava Corporation, and it's operated by the Otava Corporation at the moment. Also smaller parts come from ICT and finance functions. We have not changed our long-term targets concerning this acquisition, but we have changed our guidance. And earlier, we have guided that our revenue and operating profit will be stable and even compared to the last year. Part because of this acquisition, our revenue and operating profit will increase compared to last year. Like said earlier, we will finance this totally with the loan, and we have agreed a new bridge facility of EUR 220 million with OP Bank. And this new facility covers also the acquisition of minority stakes in Alma Mediapartners. It will also cover our current revolving credit facility, which is amounted to EUR 25 million, and this revolving credit facility we terminated this week. So this new facility will cover that also. So that was briefly the finance point. And then if we look at the -- how Alma Media Group looks like after this acquisition? You can see here that we will have -- these are pro forma figures, 2020, but we will have around EUR 250 million revenue. And this is pretty good balance in -- between the mixed businesses, like you can see, the marketplace share is 41%; and the media part is almost the same, 39%. Both are pretty much EUR 100 million as a revenue point of view. And then we have also services, around EUR 50 million. So this revenue split, which you can see here is our new revenue classification, which we present to you in the first interim report this year. Our digital revenue -- share of digital revenue will be over 70%, and the EBITDA ratio is close to 29%. So this looks new Alma Media after this acquisition. Thank you.

Thank you, Juha. Quite a nice portfolio of highly profitable and nicely growing businesses. To finalize this presentation, before your questions, I just want to remind you the key elements of our strategy, which are, first of all, the transformation of the core business. So we will continue and even accelerate the digitalization of our print media business. And in order to do this, we will intensify the group-wise cooperation in order to support all the synergies that we can get from the machine. The second part, of course, is to grow in digital, from media to digital services and marketplaces. And that's where our investments are going step by step. And as you can understand, this investment is, of course, a major step into that direction. And the third one is, of course, to continue with the internationalization of the company, expand our business to new geographies, if only possible. At the moment, we are going in the Eastern Europe, Eastern -- Central Europe to the Bakken area. And then, of course, we will leverage our business in our current geographical areas, in the interesting value chains. So these 3 strategic points are very important for us. And as you can notice, this major acquisition falls nicely into this strategy. So this was a brief introduction to the latest and the last acquisition. And now we -- I think we have a lot of time for your questions if you have any. So don't hesitate to post your questions. Thank you very much.

Okay. Operator, we will be ready for questions.

[Operator Instructions] Our first question comes from the line of Sami Sarkamies from Nordea.

Congratulations on a sensible transaction. My first question would be that, why now? I can say that this deal has been in the making for quite some time. But can you explain a bit that why you were able to come into an agreement at the moment and not earlier?

Well, thank you very much, Sami. Of course, these kind of deals takes time. So we have negotiated. Of course, we have other targets on the table as well as we have always. So -- well, this will actualize and will be finalized as soon as they are ready. And now it's time. And of course, we were able to do this acquisition only after having divested and finalized the regional media divestment to Sanoma, as you know. So our financial position was now ready for doing this acquisition.

Okay. And then my second question would be that, can you confirm that you will not have to deal with Competition authorities, even though you will be consolidating the online classifieds market in Finland?

Yes. So we are targeting to close the deal by the end of March. And according to current Competition Act, having in mind the size of the revenues of -- or the combined revenues of Alma Media and NettiX, we don't have any reason to file this acquisition. So no. There's no question about this.

Okay. And then my final question would be on your M&A headroom following this acquisition. So how would you describe that? When could we expect next most by Alma Media?

Well, okay. Now the financial position is more stretched than it has been recently. So of course, we need to digest this acquisition, and we can do this kind of bolt-on acquisitions also in coming months and years, of course. But then on the other hand, I feel that financing acquisitions is not any problem for us. We can go to the stock market if needed. The question is more about finding interesting investment targets than anything.

Okay. And are you currently seeing interesting targets beyond this deal?

Yes, we are. Yes, we have interesting targets all the time on the table.

And the next question comes from the line of Pia Rosqvist from Carnegie.

It's Pia Rosqvist calling from Carnegie. With regards to increasing your exposure now to the Finnish market, I think in conjunction with the Q4 results, you discussed your strategy and your ambition to slightly lessen your dependence on the Finnish market. I think the NettiX deal makes a lot of sense, but how do you look upon your dependency on the Finnish market now compared to your international operations?

Well, this isn't actually any kind of sign of change of the strategy. So we will continue our activities in order to internationalize the business and continue with the internationalizing our portfolio. So in long term, we aim to go more international from this point. But of course, you had to have interesting targets. And as you have noticed, sometimes it takes time to reach the targets for us. So there's no change. Of course, this is a major investments. We get EUR 22.5 million more exposure on Finnish markets. But this is very, very interesting possibility for us and a very profitable and good acquisition for us. So there's no reason not to take part at this.

Yes. Okay. Then looking at the Finnish market after the -- after you consolidate NettiX to your business, do you still see room for substantial deals in the Finnish market?

No, it's difficult to say. At least we have possibilities. If we are thinking about the consumer businesses, there are a lot of room on this kind of bolt-on acquisitions, of course. But it's too early to say, is there a possibility to a major investment on consumer side. But then you have to have in mind that we have also the business-to-business side in Talent, which we are -- or where we are increasing our investments in digital services as well. As you have noticed, by the end of the year, we have done different kind of deals. So in broad sense, we will continue and have interesting possibilities to continue with the digital service acquisitions in Finland.

Okay. Then if I may ask on the cost of debt. Can you give some kind of guidance on the average interest rate on the increased debt?

We don't publish the interest rates directly. So I can't comment the agreement itself. But I think we have a strong balance sheet and has been, and we have quite good history from making a good operating profit and cash flow. So I think the price what we get from the bridge funding was pretty good from the market point of view, I would say. And it's good to notice that this is a short-term financing, and we will come back to this facility issue later this year because our aim is to finance this as a long-term finance during the third quarter or fourth quarter, in any case. So this is a short-term finance facility.

Yes. I can continue saying that, from my point of view, our loans are reasonably priced, and we are really happy with the agreements that we have made with OP.

[Operator Instructions] We have another question from the line of Pete Kujala from SEB.

Pete-Veikko Kujala calling from SEB. I have one question. You now become a clear leader in especially the automotive vertical in Finland. Should we expect some kind of changes to your strategy in this market? And for example, will you continue to maintain almapublic.com? Or will you kind of merge that with the NettiX Alma?

At the moment, we don't have any plans to merge these brands. So we will continue with the current brands and continue in developing all those.

All right. And Alma Mediapartners already has quite high EBIT margin, but NettiX is even higher at least in 2020. Do you have any kind of comments on what might explain the difference in profitability? Or should we basically assume an even margin for both of these 2 businesses going forward?

Well, it's a complicated question, of course. NettiX is a combination of a diversified portfolio of very profitable businesses. But I think the main reason for high profitability is the market-leading position of those brands and then, of course, the highly scalable business that you have in that kind of verticals. We can say that if we take one of the biggest brands from our Mediapartners, we have a similar profitability profile for our brands or former brands as well. But then as a combination of our Mediapartners, there are these kind of new innovations and initiatives that are burdening the -- of course, the profitability. So it's difficult to compare like that. But we expect the good profitability to continue, and we expect our ability to improve in order to leverage this kind of businesses of high profitability.

And as there are no further audio questions, I'll hand it back to the speakers.

There's 2 questions coming from the streamed online questions. First, [indiscernible] is asking, you show that NettiX revenue combined annual growth rate historically has been around 7%. But it seems to have slowed down in 2018 and 2019. What is the midterm revenue growth potential of NettiX?

Well, that's a very good question. As a market leader, NettiX is, of course, dependent on the underlying market and the underlying development of the Finnish economy. And of course, as we have seen during the COVID-19 and last year, the sales of new cars were decreasing in Finland, and that affected also to this Marketplaces on that side. But on the other hand, the sales of used cars were increasing and improving, which were very important, of course, for NettiX and especially for the Nettiauto to be able to mitigate the decrease of the new car sales in Finland. And that was the key for NettiX also to keep a good revenue level and increase the profitability level of the company. So I think that -- in a normal market. So if the economy will normalize, we can expect similar growth to happen as it has happened during last years.

Okay. And then there is Petri Gostowski from Inderes asking that, can you comment on NettiX annual investment requirements? And if there is any need to increase investments in the coming years? Or can we assume the previous year's levels, EUR 0.3 million to EUR 0.5 million to be a good benchmark going forward?

Well, it depends very much how we want to develop and renew the platforms in that sector. It's in our hands totally. But I would expect that we will increase a little bit the annual investments into those services in order to leverage the business in new areas, and in order to combine those NettiX businesses properly to Alma Media current businesses and combine the data and so on. So I expect us to increase the annual CapEx level a little bit.

And Thomas Vester is asking that well done on this acquisition. You talk about future M&A. Is it going to be similar in nature, in example, focused on becoming a market leader? Or are you will to buy small players in big markets?

So the the main focus of our strategy has been to be the market leader, even in a niche market or in a small market. So we have noticed that being a market leader, you can easier become profitable than being #3 or #4 in a small or bigger market. So the main target is to reach the market-leading position. But then as we have done this kind of bolt-on acquisitions, so we have gone in different kind of businesses by buying the minorities in -- maybe in market leaders in order to later get the position to be the market leader. So long story short, the main target is, of course, to become market leader or a strong second one for us.

[indiscernible] Korhan is asking guidance for synergies at EUR 1.5 million is a cautious target. How would a less cautious estimate look in the next 2 to 3 years when combining tech platforms and with staff cost synergies?

Yes, yes. But then on the other hand, if you compare the synergies of EUR 1.5 million to the cost base of NettiX, which is around EUR 10 million, it's more than 10%, which is quite normal synergy level. But we don't want -- we won't usually or actually never overestimate the synergies when doing this kind of acquisitions. We want to be more on a cautious side than overestimate those, which is, I think, a good strategy. But in long term, of course, we expect to have this kind of sales synergies with leveraging the businesses and with new services. But then you have to be honest with the cost synergies and the cost base where to drive these synergies. It's only EUR 10 million from NettiX side. And as we told, we are not aiming to close down any brand of this combination. So we're going to continue with the current brands and continue investing in those brands. So that's one part of that question as well and answer.

[indiscernible] is asking that new online-driven auto dealers are taking share such as Kamux in Finland. Is that the mid- to long-term threat to NettiX and its pricing power?

I don't think so because as we think and believe, the whole industry is moving to digital transactions, more or less. And more it goes to that direction, it plays in our favor as well. So more we can do on digitalizing the whole industry, it is working in favor for us as well. So we don't think that digitalizing the transactions and the business of Kamux is any kind of threat for us, vice versa.

Thomas, you talk about the data opportunity. Can you elaborate on how you will use data?

Yes, that's a very broad question, but a good one. Of course, the -- as we have used the data until today, it is to improve the services, of course. The more you get the data from the visitors and the user habits, the better you can improve the services, like the content or the verticals. And we will continue with that. The more data that you can get, the better services you can provide. But then on the other hand, the data is very valuable for segmentation purposes and for marketing purposes for our business-to-business customers, which means that the better data you can get, the better segmentation you can get, and the broader reach you can get, the better it works for our advertisers purposes because we have the common client. Our visitor is the same client as our car industries clients. So whether we can use data coming from the services, it works for business-to-business purposes as well.

Thank you. At this point, there is no more questions online.

Thank you very much. In that case, I think Juha, we will -- thank you very much for your attention, and we are open for any kind of questions any time. So we are available for your questions also in the future. Thank you very much.

Thank you.