Vestum AB (publ) (VESTUM) Earnings Call Transcript & Summary

Welcome to the Vestum Q4 2025 Report Presentation. [Operator Instructions]. Now I will hand the conference over to the speakers, CEO, Simon Gothberg; and CFO, Olof Andersson. Please go ahead.

Hello, everyone, and welcome to our presentation of Vestum's year-end report for 2025. My name is Simon Gothberg, CEO of Vestum, and I also have our CFO, Olof Andersson here. So let's start with a summary of the full year 2025. We have continued to streamline the business and increase the level of specialization in the group. 5 divestitures were completed throughout the year and 2 acquisitions. We also successfully refinanced the balance sheet and redeemed all outstanding bonds. As for financial performance, it's been a challenging year with an uncertain macro environment and continued low economic activity in the Nordics. Even so, we delivered positive organic growth of 1% and an improved adjusted EBITA margin from 9.8% to 10.1%. Free cash flow, excluding changes in net working capital also improved from SEK 127 million to SEK 137 million. And we've also continued to invest in growth, both organically and through acquisitions, mainly in our product-related companies in the segments Niche Products and Flow Technology. Moving on to some highlights from the fourth quarter. It's great to see that we, for the first time in 10 quarters, delivered growth in adjusted EBITDA, not least driven by a margin improvement from 8.8% to 10.8%. Cash flow was, as expected, strong with cash flow from operating activities of SEK 164 million in comparison to SEK 117 million last year. One acquisition was completed in the quarter, which drove up leverage as measured by financial net debt in relation to reported EBITDA to 3.4x. Now let's have a look at the segments, starting with the Flow Technologies segment. The segment has developed positively with profit growth and margin expansion across all markets. Sales grew by 23%, while the EBITDA margin increased from 14.8% to 21.6%, driven by both organic development and acquisitions. We have implemented several new growth initiatives that have emerged through increased collaboration between the companies. We've not yet seen any positive impact from the new U.K. investment plan, AMP8, on which more than GBP 100 billion will be invested over the coming 5 years to improve water infrastructure. That said, we're beginning to see early indications that investment activity will pick up during the first half of 2026. And this is partly supported by new framework agreements awarded to several of our U.K. companies. During the quarter, we completed the acquisition of Dynamic Fluid Solutions, a leading U.K. supplier of advanced pumping and fluid management systems for complex industrial and environmental applications. The company has already secured its first significant joint order together with another business within the segment. And the market outlook for the segment remains favorable, and we expect stable development going forward. Moving on to the Niche Products segment. Volumes developed in line with previous year, while the EBITDA margin improved slightly from 11.5% to 11.6%. We're beginning to see signs of a gradual recovery in the market, although the pace remains modest. Our focus continues to be on strengthening profitability in the segment, which led to the divestment of a less profitable business after the end of the quarter. And this is expected to contribute to higher margins and improved resource efficiency going forward. Lastly, let's have a look at the Solutions segment. Within the segment, we have with the aim of sharpening the segment's focus and strengthening profitability carried out several divestments during the year. In the first quarter, we divested both the largest and third largest company, respectively. And this work continued during the fourth quarter and into the first quarter of 2026, where we have divested a number of smaller lower-margin businesses. Collectively, these divestments are contributing to lower volumes with expected margin improvements ahead. We will see the effects of these activities gradually throughout 2026. In the fourth quarter, EBITDA margin declined from 7.4% to 4.4%, and this is partly due to low margin volumes in the divested businesses. Looking ahead, we see a slightly improved market environment, although it will most likely take until the summer before we see a turnaround in both growth and margins. And our focus remains firmly on improving profitability in the segment. Now over to Olof.

Thank you, Simon. So let's continue to have a look at net sales and EBITA development over the past couple of quarters. And we begin with the chart on the left, showing net sales, where we saw a decrease compared to the same period last year, driven by divestments in the Solutions segment, but this decrease was, to some extent, offset by the acquisitions of Nortech and DFS. If we move on to the chart in the middle, showing adjusted EBITA development, we see an increase, as Simon mentioned, for the first time in 10 quarters, where the Flow Technologies segment leads the way. And this was despite the fact that the divested businesses in the Solutions segment actually had a negative impact on EBITA in the fourth quarter. Finally, in the chart to the right, the EBITA margin also increased compared to the same period last year, again, driven by the Flow Tech segment. Moving on to net sales growth. So in total, net sales in Q4 decreased by 15% compared to last year. And if we break down this decrease, the divestments in the Solutions segment put pressure on net sales in the quarter, as mentioned previously. But again, this was, to some extent, offset by the acquisitions of Nortech and DFS. We saw a slight negative effect from FX, driven mostly by the Swedish krona being stronger in relation to the British pound. And finally, we saw a slight negative organic growth. of 1% in the quarter. Moving on to free cash flow, and we define free cash flow as cash flow from operating activities. So that is including interest and taxes paid and change in net working capital, and then we subtract CapEx spending, i.e., investments in fixed assets. And we also subtract leasing amortization. So basically, free cash flow is cash that can be used for dividends, acquisitions or repayment of debt. And the free cash flow of the last 12 months was SEK 111 million, an increase from SEK 70 million in the previous quarter. And this increase was due to a combination of stronger cash flow from operating activities and quite substantial but expected release in net working capital. This increase was, to some extent, offset by higher CapEx spending as we continue to do some important investments in our growing businesses. I also want to point out that the LTM figure is depressed by the extraordinary financial costs of roughly SEK 25 million, which we incurred in the first quarter of 2025 when we redeemed our last outstanding bond. So moving on to net debt and leverage development. And the net debt is represented by the pink bars and amounted to SEK 1.9 billion in Q4. And the leverage -- sorry, the leverage increased in Q4 from 2.8 in Q3 to 3.4x, which was almost entirely due to the acquisition of DFS, which took place in October. And this is in line with our expectations. It is worth highlighting that this is reported leverage, i.e., we don't include any pro forma figures from DFS. So DFS is obviously expected to contribute to lowering leverage going forward. And finally, our earn-out debt was SEK 24 million at period end. And by that, I hand it back to you, Simon.

All right. Thank you. So on February 11, i.e., yesterday, Vestum's Board of Directors decided to carry out a structural separation of the group, whereby parts of the Flow Technology segment will be organized as a separate business. The decision is based on the group currently operating with 2 clearly distinct business logics, projects with focus on U.K. and Nordic water infrastructure and products and services with a focus on Swedish industry and infrastructure. And these 2 businesses have different growth potential, limited synergies and are considered to be able to develop better as 2 independent groups. The Board's decision enables more focused development, higher profitability and a clearer strategic positioning for each group. The Board has also decided to evaluate additional structural alternatives for the separated Flow Technology business, including a possible future sale. That said, no decision on a divestment has been made and all alternatives will be evaluated based on what is considered to create the most value for the company's [ shareholders ]. So in summary, we delivered growth in adjusted EBITDA and cash flows in the quarter with a significantly higher margin. The Flow Technologies segment continues to do very well, and we're expecting this to continue as the market outlook looks very promising. We continue to see stable performance in the Niche Products segment and are expecting gradual improvement in both profitability and growth going forward. We made several divestitures in the Solutions segment to streamline operations and expect this to show in the numbers throughout 2026. The market continues to show positive market outlook signs, and it's likely that we start to see an improved volume and profitability from Q2 and onward. The structural change announced yesterday will lead to an increased focus on operational development for each part of our business, while strategic positioning will become clearer, and this is expected to lead to higher profitability growth across our company. And with that, we open up for questions.

[Operator Instructions]. The next question comes from Johan Lonnqvist Sunden from DNB Carnegie.

Excellent. Two questions from my side. Firstly, just a housekeeping thing to get the better and bear with me, it's been busy reporting today. The divestment that you -- the minor divestments that you announced yesterday, [indiscernible] when in Q4 were those divestments made and how much of a negative impact did those divestments have on sales and EBITDA in the Solutions segment in Q4?

Yes, sure. So basically, all of those divestitures mentioned had an impact on our Q4 numbers. And none of them are expected to have an impact on Q1 and onward. And looking at the enterprise value mentioned in the press release, roughly SEK 30 million or I guess, 40% of that number was received in the fourth quarter. And this is obviously on a non-IFRS measure. So the enterprise value excludes any leasing debt in relation to IFRS 16. And when it comes to sales and profits, those divested in the fourth quarter, they are -- they were rather small businesses, jointly doing roughly SEK 100 million in sales at a very, very low margin. And the impact in Q4 for the Solutions segment was a few million in negative EBITDA.

So you mean a few million in negative EBITDA that you didn't have or as you lost?

No. So they impacted the Solutions segment negatively in Q4.

Yes. By ballpark, is it more or 5? Or is it less than 5?

Ballpark 2 to 3.

Excellent. And then another little more big picture question regarding the kind of split up and the proposed split up. You have outlined the rationale, but just curious to hear why now? You have previously had this strategic review ongoing. But why now? Because I guess this is a quite time-consuming process and you will not do that if you don't think it can lead to something, I guess.

Yes, sure. So basically, from 2024 and onward, we've been doing acquisitions to the Flow Technology segment, right? We took a pause on acquisitions between 2022 and 2024. And we've grown our U.K. presence by quite a lot. And all those companies have some serious synergies. And we've seen the industrial logic play out with collaborations and procurement savings and et cetera. And the industrial logic of having those 8 companies, the 4 in the U.K. and the 4 in the Nordics, it's very clear to us that they would thrive as a stand-alone business, while as the remaining operations in Vestum also need full resources in order for that part of the business to improve margins and volumes. And looking at the growth potential in these 2 businesses, they're also quite different and they require different amounts of capital. And looking at the Flow Technology segment or that part of the business that will now be evaluated to potentially be divested, the M&A pipeline is extremely strong. And obviously, that segment -- that business would flourish with more capital available, both in terms of organic investments, but definitely in terms of M&A. And with the free cash flow generation investment, I mean, it's rather good, but it's not enough to fuel the growth for that business and doing a rights issue at these levels doesn't make any sense either to us. So the way forward is obviously to split the business in 2 and doing a spin-off and create 2 separate listed entities wouldn't really solve the issue, right, of accessing enough capital for the Flowtech business to invest in growth. And we've seen a large interest for that part of the business from investors, really institutional investors, from private equity investors, from investors in general. So we're quite aware of the high level of interest. And we think that the timing now is quite good. Both these 2 businesses are doing very well. The remaining operations and the Flowtech segment. We expect it to do very well going forward. And yes...

And when do you expect to find a conclusion on where to proceed with the Flow Technology business? If it should spin off and list as a separate entity or if it will be divested? Just talk us through the kind of time line.

Yes. So obviously, we described this as a potential divestiture and not in terms -- not so much putting it as a separate listed entity. So that's the first path that we will evaluate. And it's a bit too soon speaking about the time line and when this is expected to complete. And obviously, we will follow up in the quarterly report for the first quarter.

But do you anticipate the kind of conclusion of anything before summer?

Well, after the communication we done yesterday, this is really now when we can start speaking to potential interested parties and really talk about the sort of the marketing materials of the business and the financials. It wasn't really possible before yesterday. So I think it's a bit too soon pinning down a specific month when this will happen. But hopefully, we can have some more news throughout the coming quarters.

[Operator Instructions]. There are no more phone questions at this time. So I hand the conference back to the speakers for any written questions and closing comments.

Okay. Very good. No written questions and no additional questions. So with that, thanks for your attention. Have a good day. Bye-bye.