Relais Group Oyj (RELAIS) Q4 FY2025 Earnings Call Transcript & Summary

Good morning, everyone. We are live from Helsinki. This beautiful winter morning. It's cold outside. It's a lot of snow and the sun is shining. My name is Christian Gebauer. I'm the new CEO of Relais Group since January 19. And together with me here today, I have Thomas Ekstrom. I will start with a short introduction of myself. I am -- I used to be a business area President at Ratos for 5 years. I have a proven track record in building and scaling decentralized businesses. I'm a strong believer in entrepreneurship and decentralized operating models. I've been used to work in a decentralized environment for the last 10 years, and I really think that's the best way to create great value in businesses. I have experience from M&A. I've done a lot of bolt-ons as well as platform acquisitions. I started my career in automotive, in Toyota. So with this assignment, I kind of closing the circle. Let me give you some first impressions from my time with Relais Group. It's now been 4 weeks. I spent the first weeks meeting a lot of companies in the group and a lot of people, and I'm really impressed with what I'm seeing. I think we have a very solid and strong platform in Relais Group. We have done an impressive growth journey since the IPO. We have acquired some 25 companies since the start of this journey on the stock exchange. We have a strong and long-term shareholder base that serves a company like Relais Group well. We are operating in the decentralized culture that I talked about before. I think we have opportunities to further enhance this model to create even more value in our companies and for the shareholders. We are a disciplined capital allocator, and that is what we should be and that's the way we create value. We are working on strengthening the culture across all our companies when it comes to profit growth and return on working capital. I think those 2 actions and activities and focus areas is what will create a lot of value for the shareholders. Also, we are here to drive profitable growth. To sum up, I'm very excited to be the new CEO of Relais Group. I think it's a great group of fantastic companies, and I'm really looking forward to the coming years to create value for our shareholders. For the ones of you not familiar with the Relais Group, we are operating today in some 8 different countries. We are almost 1,700 professionals. We have operations across the Nordics and as well in the Benelux. Up until today, we have split our businesses in 2 parts. We have the Technical Wholesale and Products that stands for some 60% of the net sales. Then we have the Commercial Vehicle Repair and Maintenance that stands for some 40% of the business. As you probably have seen in the press release this morning, we are now moving to 3 distinct business areas, and that's the way we will monitor and run the business going forward. We have a group of some 30 companies, as you can see here on the logos. These companies are or have a clear path to become the leader in their respective niches. And that is what creates a strong Relais Group. We had a great opportunity during 2025 to add 8 new companies to the group. They were across the different countries within our Nordics and as well in Belgium and Netherlands in terms of Matro Group. These acquisitions are strengthening our Repair and Maintenance network across the Nordics. They are taking the first steps to expand outside of the Nordics to Belgium and Netherlands. And in total, these companies accounts for some EUR 113 million in annual sales. Very welcome to Relais Group. Moving into quarter 4. We had a very strong net sales growth of some 29%. However, the organic growth was minus 2%. The strong net sales growth of 29% was driven by the acquisitions that we did during 2025, as well we have some strong growth, especially in the vehicle lighting business where we are taking market share. When it comes to the organic growth of minus 2%, it's mainly driven by strong comparables and a continuously soft market. Talking about some specifics for the Commercial Vehicle Repair and Maintenance. In Sweden, we faced a weak trailer market and that we have seen throughout the year 2025. In the Technical Wholesale and Products, we faced strong comparables, especially in one of our companies in Sweden. Moving on to the comparable EBITA. We had a slight increase in absolute numbers from EUR 10.6 million to EUR 10.8 million. With that said, the margin in the quarter came down from 11.7% to 9.2%. That had some clear reasoning behind, and I will go through them. The first one was underutilization of resources. We are doing organic investments to be able to grow in the future. These investments has already shown in the cost side, but not yet come through in the revenue and the profit that will come in 2026. Also, we have taken the decision to keep some highly skilled technicians in our workshops, even though the demand has been a bit softer, as said. We need these great skilled technicians when the market is picking back up again. Therefore, we have kept them and that has kept some pressure on the margin. This is, however, something that our local MDs in our companies are monitoring very closely, how is the market behaving, how are the customers behaving and they are taking day-by-day decisions on things like resource allocation and how to do with our cost base. Additional to this, we had the noncash items in the fourth quarter. It was related to adjustment of inventory obsolescence reserves as well as certain cost accruals. This was partly in our existing companies, but also to a big extent in the 8 companies that we acquired during 2025. It comes from things like we have taken them on board. We are going through the details with them. There is some harmonization with the Relais Group standards, so to say. And that's why we had these items in the fourth quarter this year. Finally, about the business mix. We are really keen on improving the weekly Repair and Maintenance share of the business because that creates great cash conversion and capital efficiency is very high. However, the overall margin in that type of business is slightly lower than the margin that you see in the rest of the business, meaning the more Repair and Maintenance companies we get in, the lower the total margin will be. While at the same time, we are able to improve the margins of the companies we acquire in this business area, but it puts some pressure on the overall margin for the group. Coming to the slide summarizing the quarter and the full year. Net sales had a strong increase of 29% in the quarter to EUR 116 million. And for the full year, we had a growth of 19% to EUR 383 million. Comparable EBITA in the quarter was slightly up and in the full year, also 5% up to EUR 38.4 million. Comparable earnings per share was EUR 0.26 in the quarter and EUR 1 exactly in the full year. The profit for the period was EUR 4.9 million, and the profit for the full year was EUR 15.7 million. Coming to the return KPIs. Return on capital employed is 11.5% in the full year and return on equity, 10.5%. I'll get back to the return KPIs a little bit more on a later slide. So summarizing the full year 2025, we had an exceptionally high activity when it comes to acquisitions in a softer market. We welcome the new 8 companies to the group. While the market is remaining soft, we are implementing measures so that when the market is coming back, we will improve the margins, we will grow the EBITA and we will improve the capital efficiency. We believe we have an untapped earnings capacity in the group today. When it comes to the comparable EBITA margin for the full year of 10%, it's also a bit down from the last year due to the same reasons that I was mentioning in regards to the fourth quarter. And now I will hand over to Thomas for some more details on the financial side.

Thank you, Christian. Yes, I will start with giving a bit more color also to the EBITA development. During the fourth quarter, the reported EBITA was EUR 10 million, which was at the same level as in Q4 '24. And on comparable terms, the EBITA was EUR 10.8 million, a slight increase from EUR 10.6 million in the corresponding quarter last year. And then, of course, we here had big IACs, items affecting comparability, both in the fourth quarter and also in the full year. I will come back to them in the later slide. But splitting the development a bit into acquired companies and like-for-like companies, there's one item that impacted perhaps a bit more than others was there's a low EBITA contribution in the fourth quarter from the workshops in Norway, especially compared to the third quarter. And then as Christian said earlier, there was this noncash impact from noncash adjustments in inventory obsolescence reserves and also in certain cost accruals. And they impacted, of course, acquired companies, but also in the existing companies. And then I want to remind you all that relating to the Matro Group acquisition in July, we have a synthetic forward option relating to the potential redemption of the minority share, and this causes a cost -- noncash cost booking in the future also. The annual impact of that is going to be about EUR 1.2 million. And in the quarter, that was about EUR 300,000. And then looking at the like-for-like companies, as Christian said, there was a decrease in Technical Wholesale and Products EBITA in the fourth quarter, partly impacted by tough comparables in the Q4. And then looking at the whole year '25, there was a negative contribution from Commercial Repair and Maintenance for the full year. And then we also communicated that it was partly due to the soft fleet market in Sweden. And here also for the like-for-like companies, there was a negative contribution also from noncash items such as inventory obsolescence bookings and certain cost accruals. As mentioned, the items affecting comparability for the full year, we took in EUR 3.5 million of these costs and mostly they related to the Matro Group and the Team Verksted Holding acquisition and the inventory step-up amortization of EUR 1.8 million and then transaction costs for the full year relating to the acquisitions of EUR 1 million. And then other nonrecurring items of EUR 0.7 million. For the fourth quarter, this amounted to EUR 0.8 million when they were EUR 0.6 million in the corresponding quarter last year. Looking shortly at the gross profit and gross margin. As also communicated before, in these events, the gross profit has improved and also the gross margin have improved. And the big impact in gross margin comes from the change in the business mix as a consequence of the increased weight of the high-margin Repair and Maintenance business. When looking at the comparable business, the gross margin development was fairly stable in 2025 and also in Q4. And it's also worth remembering that the temporary inventory step-up amortization, especially in Q3 impacted the gross margin. Going to operating expenses. While the gross margin increased or have an increasing impact due to acquisitions, then here again, in the expenses side, the acquisitions and the changed business mix had an increasing effect also on the OpEx percentage due to the higher OpEx structure of the Repair and Maintenance business. And all in all, as Christian said, the change more to Repair and Maintenance weight had also a negative business mix impact on the EBITA margin. Switching over to cash flow. There was a record high cash flow from operations in Q4 amounting to almost EUR 25 million, which is a EUR 9 million increase from the corresponding quarter last year. Then looking at the whole year, the development was almost flat, ending up at about EUR 34 million. So really a good catch-up here at the end of the year. And the reason for this strong cash flow came basically from a positive change in net working capital in the quarter of EUR 14 million. Otherwise, when looking at the full year and then we had some other items impacting negatively on the cash flow, we had higher income tax payments, and there was also a larger realized FX difference in the spring and also in December. But very good development in cash flow and also cash conversion. Then looking shortly on net working capital. Of course, there was a big increase coming from the acquired companies. But when excluding that impact, the net working capital increase was EUR 7 million and the inventory increase was only EUR 1 million. This means that the inventory turnover and the net working capital turnover were almost unchanged. Looking at other components of the cash flow due to the heavy activity in acquisitions, we had a EUR 54 million cash flow out from investing activities, where we only had EUR 7 million in the full year of 2024. And the biggest items here were, of course, the acquisition of Team Verksted, EUR 20 million; usage and the acquisition of the shares in Matro Group, EUR 15 million; and then the acquisition in October of the Wetteri workshops, EUR 14 million. And then also, we -- partly due to the larger size of the company, we also invested almost EUR 6 million in other investments, and that was almost doubled from the level in '24. Then okay, looking at the sourcing side of cash flow, we raised a net of EUR 44 million to finance these acquisitions. And the big movements here were, of course, we increased on net term, the term loans. We had -- we temporarily raised a bridge loan of EUR 37 million to finance the Norwegian acquisition of Team Verksted. And then we, of course, also raised or issued a hybrid bond where we took in EUR 550 million of equity-like capital to pay off the bridge loan, but also then to have fuel for future growth. But otherwise, no big differences here compared to '24. Then having a bit of a closer look at interest-bearing net debt. Loans from financial institutions, they ended up at EUR 137 million at the end of the year, a large growth from EUR 91 million at the end of '24. And then due to the sizable acquisitions in Repair and Maintenance, we added almost 40% in lease liabilities to the balance sheet, ending up at EUR 104 million against EUR 59 million in 2024. So the gross debt was EUR 244 million against EUR 151 million last year. And then worth mentioning also here is that the leverage measure stands now at 3.8. That's a reported number. So that's basically higher because the fact that you have the full net debt impact in the measure, but you only have 6 to 7 months of EBITA impact. So that measure perhaps a bit exaggerates the leverage measure. And then talking about remaining undrawn facilities, we have about EUR 6 million left. And combined with the cash available, we have available funds of about EUR 40 million at the end of the year against EUR 28 million last year. Then looking at the net financial items in the P&L, the big changes here or the things worth noticing is that the interest rate on the reference rates we have on the loans, the EURIBOR and STIBOR rates came down during the year, which caused that even though we had higher net debt and interest-bearing loans, the interests were lower than in 2024. But that was then offset by the higher interest on leases. And as you know, we always have an FX impact in net financial items due to the fluctuation of the krona. And in '24 -- in '25 and Q4 of '25, we had a positive impact here from that FX change. And here, I won't go through these, but here you can see a summary of the key measures in the balance sheet and the financial position. But you see that all these have changed a lot due to the reasons I mentioned. So now, Christian, I hand it over to you.

Thank you, Thomas. So now we are back on the return KPIs for the full year 2025. We can see a decrease in the return on net working capital as well as the return on capital employed and return on equity. This is to a big extent due to the fact that we did 8 acquisitions during 2025, where we have received 100% of the balance sheet at once and then the returns are coming months by months into these KPIs. So we expect these KPIs to normalize, so to say, going forward. I believe these KPIs are fundamental for a business like Relais Group, and it is something that we will work hard on improving in the coming years. Moving on to the Board of Directors' dividend proposal for 2025. the Board will propose to the Annual General Meeting that a dividend of EUR 0.30 per share should be distributed for 2025 in 2 equal installments in April and November '26. This proposed dividend per share is 35% of earnings per share. Looking at the long-term financial target for 2025, it has been EUR 50 million in pro forma comparable EBITA. Now when we sum up 2025, we see that we achieved slightly short of the EUR 50 million, we achieved some EUR 45 million. I think this is a great accomplishment by the management, they have taken the company to the next level and done a big improvement and increase in the comparable EBITA as seen on this slide. With regards to new financial targets, we will come back to that later before summer. So looking at the outlook for 2026, I'm very positive about the future for Relais Group for the years to come based on our strong platform, based on the opportunities that we have in the market, the coming years, '26, '27, '28, we have great opportunities, great potential, really looking forward to drive value during these years. Looking into the 2026 and the demand situation, we see the demand on a stable level. However, the market has a continued uncertainty that we will closely monitor during 2026, of course. We continue to evaluate a robust pipeline of acquisition opportunities. However, it will also be a strong focus in 2026 on operational excellence, increasing the profitability and looking carefully on the capital allocation and capital efficiency. With regards to the strategy, we are working on an update. We're mainly focusing on the value creation model and the decentralized structure. This will be presented before summer. And in connection with that, we will also release our new financial targets that will reflect and will reflect the opportunities and the ambitions that we see for the coming years. Going into the last section here, it's about transition to new business areas. We have announced today that we are transitioning into 3 new business areas. That's the way we will monitor and follow up the business going forward. This is to enhance the value creation for the coming years. It will create a clearer steering of the business and the business areas. It will increase the transparency towards the market, and we will be able to do a better capital allocation within these business areas as well as for the group as a whole. The new business areas are Commercial Vehicle Services, Products & Solutions and Technical Wholesale. We go live with this immediately. It will be reported in these segments for the first quarter of 2026 and the comparables for the business areas will be published in end of April so that you have time to look at that before the first report. I'm going through the business areas in brief here. So Jan Popov will take on the role as Head of the business area, Commercial Vehicle Services. It is, to a large extent, the Repair and Maintenance business that you are used to hear about. We are operating here across all the Nordic markets. We have workshops, some 65 of them in these countries in the Nordics. They are run in these great companies that you can see on the page here. The way we create value in this business area is availability, safety and total cost of ownership. And of course, here, reliability and uptime are mission critical. Our second business area is Products & Solutions, headed up by Johan Carlos. He is currently also the CEO of Strands. Here, we have a global market. We have our Strands company in Qpax and some other in the Swedish country and as well as in Benelux for the Matro Group, but we are distributing and selling products globally. Here, it's all about innovation, strong market positioning and international scalability. Finally, our third business area headed up by Juan Garcia is Technical Wholesale. Here, we are operating across the Nordics with a large amount of companies that you can see on this page. And here, we create value through scale, strong market leadership and disciplined execution. And with that, we are ready for questions.

Thank you, gentlemen. We have plenty of questions. Let's start from beginning. So [ Teemu ] is asking, what was the impact in euros on EBITA on noncash flow related inventory obsolescence provisions and certain expense accruals?

Thank you for the question. We are not going to specify the impact between the areas, but maybe they are in order, as you saw on the slide. There was significant impact from these items. And I think that's all we're going to say on that one.

I think [ Teemu ] continues on that. The impact of the new Norwegian workshops on EBITA was low in the fourth quarter. Was this due to low EBITA at the time of acquisition in Norway or more to weak demand?

I think this is -- was more or less aligned with what we saw coming in the second half of 2025. We are now working with them to see how we can -- based on our learnings and our knowledge from running, for example, Raskone in a leading EBITA margin level, how we can transfer our knowledge, our expertise together with a great team in Team Verksted so that they will come up to the same level and be kind of world-class in workshop management as well.

And then the last one from [ Teemu ]. How has the exceptionally cold weather at the beginning of the year affected the business?

The market is behaving in the way that we expect it to behave in this type of better.

Then let's move on to Inderes analyst, Petri Gostowski. You mentioned capital efficiency being one of the key priorities for 2026. Can you elaborate on this? What kind of actions are you planning?

Yes. We are -- I mean, this has been a focus area since before as well. So it's nothing new. But I think we are enhancing this. It's about creating a culture around EBITA growth and capital efficiency as the key kind of value drivers for our businesses. We are implementing and measuring return on operating net working capital in all our companies. We are putting targets on the companies on this measurement. We are following up. We are also -- sometimes you have allocated capital to product groups that are not creating the value that you expect from them. In this situation, you should take away the capital, reduce the assortment. Therefore, the top line might go down, but you will get a cash free up and you will get a greater capital return and margin in that type of business. So those type of measurements we are doing to ensure that with the capital we have, we don't allocate it to things that doesn't pay off, but we rather do the opposite, take the cash and put it in the places where we really see great value creation.

Then let's move on to Stefan [ Knutsson ]. Are you seeing any change in the market environment in Scandinavia? Or do you expect it will remain challenging in the coming quarters?

That's a good question. I think during 2025, we have been seeing signs, but it hasn't really proven to be any big changes yet. We are still seeing signs of improvements. I think this is a question for many companies. We hope for the best, but we will execute and make good progress in any market condition.

[ Teemu ] wants to know what affected the rise of employee benefit expenses by 30%? Or is this just normal paycheck costs?

This one, I'm gladly handing over to Thomas.

Yes. The basic reason was, as I said, the acquired companies, we bought really a lot of Repair and Maintenance business who has a sizable kind of staff and also rent costs. So it's basically a structural change. That's the biggest reason for it.

Then back to Petri Gostowski. Are there any special items in the EUR 5.9 million CapEx in 2025? Or is this a new normal level given the growth of the group?

I think the CapEx is higher in the Repair and Maintenance business than the rest of the business. So it's probably around that theme. So Thomas will explain in more detail.

Yes, exactly so. I mean that we have bought the new business, we have 65 workshops. And they need, of course, always some CapEx investments to maintain the capacity and also slightly improve it. And then, of course, when you have 20-ish businesses in the group, you always have to do also some IT issues. But yes, the level will increase from '24 and then this level could be one proxy also of the future.

Then Pia Rosqvist-Heinsalmi. Can you please quantify the so-called temporary negative cost effects for Q4 investments in organic growth adjustments to inventory, et cetera?

I will give examples on what we are doing. So for example, in some companies in Sweden, we are -- we have a great demand from customers locally spread out across the country. Then we are opening shops and depots in new geographies. That means we are having the cost of the staff and the rent and so on in the beginning, and it takes some time before the demand comes and the profit comes as well. And as well, we have to allocate some inventory because we cannot open the shop without any inventory. So there are such start-up costs that are -- that we do -- investments that we do to fuel the organic growth, and we are confident that these are the right decisions, and we are very closely monitoring the progress of these new investments and how they develop. So that's, I think, what we can say around that theme.

Then Pia continues. You indicate stable market demand in 2026. Can you provide more color on your demand expectations by segment?

Not really. I mean we see -- we are operating in a stable -- cyclically stable environment within the aftermarket of commercial vehicles. I think this is a very attractive niche to be in. The vehicles need to be running. You have to repair and maintain the vehicles. It's critical for the society to continue to operate and work. Therefore, we see it's stable. Then we have the short-term effects of the market. It could be things like weather and others that are impacting on the short term. Then on the more medium, long term, you have the kind of micro dynamics in the economy, how much transportation do we have and such that will impact. And we are very closely monitoring the development and taking the actions depending on the -- how it develops.

Then Stefan [ Knutsson ] has another question. Personnel expenses expanded considerably more than sales growth. Is this connected to the CEO change and something that should not be extrapolated going forward?

Thomas, do you want to comment on that one?

Yes. And I think I go back to my previous answer that as we have added, if you look at the end of the year, about 400 or 500 staffs, the impact on that cost comes from this basic fact.

Then a couple of more questions coming from Kai [indiscernible]. First one, has the cold period affected your demand in any meaningful way? Maybe you covered this already.

Yes, I think we covered this. It's developing in the way we would expect it to be.

And then the last question also from Kai. How do you see the current M&A pipeline when taking into account your current leverage?

Yes. We have a strong pipeline. Now when we are going to the 3 business areas, we will even further strengthen the identification of new acquisition opportunities through the businesses so that we get a kind of a bottom-up feeding of opportunities that reduces the risk in the acquisitions as well as making sure that we select the greatest companies with the great people. We have a pipeline today that we are looking at monitoring. We will continue to do that throughout the year. We have to be very selective in terms of the capital allocation during 2026, as mentioned. The debt at the moment is in the kind of upper range of what we feel is comfortable and where we want to be. With that said, we have possibilities to do acquisitions, we will be selective.

One more came from private investor. Maybe this is very similar to the question you already answered. How would you describe your appetite for M&A for 2026 with respect to your debt levels?

Our appetite is high and will continue to be high. We just have to be very selective. If there is a great opportunity with a high value creation, we will definitely have a close look at it.

Thank you. That was all from the chat. Handing over back to you.

Okay. Thank you very much for your questions, and we are looking forward to meet you back again for the Q1 report. Thank you.

Thank you.