Mutares SE & Co. KGaA

A very warm and finally, at least in Munich, also sunny welcome to our H1 earnings call 2023. So I will give you a very quick reminder review again of company and business model and outline the key highlights H1 23 before Mark will take over the financials and I will close the session with the outlook. So what do we do as Mutaris? We have a strong European focus, which we recently, as you have also seen, expanded globally. So we went to China, we opened our office in Shanghai there, and we opened a plant of Maltex in Shanghai. So we keep a European focus with 10 countries, and we now go international. We are on four diversified segments. So we added a segment of retail and food where we believe there is a big growth potential for us in the traditional European markets, but also in the overseas market. Target companies and revenues, our sweet spot, somewhere between 100 to 750 million in turnover when it comes to platform investments. in the segments and last but not least one of our motivations one of our decision and makers on transactions are we want to be the operational guys adding value creating value in the companies so we want to be the turnaround heroes when it comes to the operations And by following that strategy of the four pillars, you see a very strong growth path, which has kicked in in 2019. And we do expect this year a group turnover of 4.8 to 5.4 and respectively 92 to 112 million of holding profit. This is strongly driven by acquisitions. This is also strongly driven by organic growth in our portfolio. And we will come to that later. Overall, we have a very, very strong H1 which we see later also in the numbers. When it comes to how do we finally approve and how do we finally go in the investment process of an acquisition? So it has to match, obviously, the four pillars mentioned before. And we start with the acquisition and going into the first phase. And whatever money we spent, and at the moment, by end of June, we had spent 272 million in the portfolios. We want to gain this money seven to ten times back. If in an acquisition phase, we are not sure, we don't know, we don't see a chance to gain the money seven to ten times back, we don't do the acquisition. We will not acquire the business. So we go in in a realignment phase, which is the first phase. We go in with our operational team. Close to 150 people. Roughly 7 to 15 people per portfolio go in day one. And together with the management, we will drive the turnaround process. We will speak with customers. We will speak with suppliers. We will do operational changes and improvements and have the complete tool set available in order to make the company tomorrow better than it is today. The second phase is the optimization phase. Optimization phase, we have done our restructuring program, we have finished our restructuring program, and the company is ready for growth. This is most of the time when also add-on acquisitions pop in. The latest add-on acquisition you might have seen, we just announced a few hours ago, is CIE Automotive, which we acquired. just today. And then last but not least is the harvesting phase. And this is actually the phase where we believe we have done our job and it's now time for the best new owner. It's now time to start a sales process, a divestment process of the asset. Typically, our horizon where we look is three to five years. In fact, there is no push. There is no need to divest within this period. But this is where we believe it's the right horizon when we look at an investment. Looking at our portfolio companies. We have the four segments, automotive and mobility, which is the largest, where we have created the Federal United Group. I will come to that in a bit. And then let me point out another one in the automotive, which is Peugeot Motorcyc. June was the first month since several years that Peugeot Motorcyc contributed a positive operating result. So due to the big, big workload of our operational team, due to important decisions, and due to first restructural measures kicking in, we have contributed here positively in June to the results, which is a great success after that short period of time after acquisition. Engineering technology, let me highlight here the NEM Group. NEM Group together with Balcadero, we see a very, very strong order intake, which is important in the project business. And we see the NEM Group and Balcadero developing to expectation what we believed and what has budgeted. So we are very happy on the development of this group as well. Frigos Gandia, which we have in the harvesting phase also there. We have performed or outperformed even the budget here. And Frigos Gandia is a potential candidate for one of the next exit processes here in this portfolio. And then last but not least, the retail and food one, which is a new segment we have just instated because we believe here of a very strong growth potential in the European market, but also in the overseas market. Basically, we talk here about companies having a brand and having a B2C business. So we have La Paire as the largest one in here, Kieper, Sabo, Fasana, and Gleisen and Molkerei, which we acquired from EMI here in Germany and is supposed to be closed by the end of this month. So overall, a portfolio with annualized sales at the moment of 5.5 billion or above 5.5 billion, consisting of 28 companies, plus three in the closing process with Recover Class and IFASEC. So we believe we can follow here the path of growth and we can also contribute very, very positively to the holding result of 2023 with our portfolio. Overall, We are quite happy with the performance in H1 when it comes to that. And Mark will shortly elaborate a little bit more in detail. Let us have a quick sneak look on Fairly United, which is a group that will be officially launched beginning of next month after everybody is back from vacation. We believe in the automotive sectors, and we have already done it with the Amaneos Group, that there will be a consolidation play coming into the picture, into the market. And the Fairly United Group is a specialized, we call it powerhouse here internally, for metal and aluminium products. So it's a combination of the company's Primatex BW, which we just recently acquired, Rasche, MMTB Bordeaux, which was a magna acquisition, Chimos, Celsa, which was acquired last week, and CIE Fortune Germany, which was just signed off last night and announced today around 12 o'clock. German time here. So overall, and then Valor, where we are in an exclusive negotiation, which we have already announced, and we also do expect here a positive outcome. So overall, next to Amaneos, we have created another brilliant player in the market in the automotive spot, because we believe this will be one of the beneficiaries in this segment for this product in the market. Let us come to the key highlights of H1 2023, where some of that you see here in. So on the buy side transaction in H1, we had the signing of EFESEC and we had the closing of Peugeot-Motorcyc. We had the closing of Magna Bordeaux, MNTP Bordeaux. BW and together with MMTB, they are part of this fairly united group. Palmier and Arriva in Denmark, Poland and Serbia. On the CEL side, we have invested Lacroix, FTT, Chapi and Ganta France. And we have signed the exit of S&P where we had four conditions to fulfill until closing. three of them are fulfilled as we speak today one related to the pensions we get one clearance in italy we get a clearance in taiwan and we are waiting the clearance in the uk which is expected to happen in q3 so the exit process of s p is on the expected timeline pass When we look at the capital markets, we have tapped the bond to 150 million on the holding level, which was a strong, strong performance in a quite agile market, let's call it. And the share price since the beginning of the year has increased by almost 40%. When it comes to our biggest assets, our people, we have in the holding created and grown to more than 200 people. And we have strong expansion plans for the US and China, short-term and mid-term. And I'll come to that later. We have also more expansion plans when it comes to Asia. I'm just returning from a roadshow in Asia. And I think we also see great potential in markets like India, in markets like Japan, in markets like Korea. and in the complete Southeast Asia, Australia region, where we as Mutaris, with our approach, with our operational approach to turnaround improvement cases, we can really, really fill a gap. So I come back very, very energized from this trip, and I believe this is one of our future growth markets, which can tip the strong position in Europe. And with that, I would like to hand over to Marc for more details of H1 on the financials.

Thanks, Johannes. So overall, we saw quite a decent development of the group. You saw that the revenue of the group increased by approximately 30% to now 2.3 billion. So we think that we are quite on track to our guidance of 4.8 to 5.4 billion in the group. More important, what we saw for the first time is the significantly positive adjusted EBITDA that turned around compared to last year by more than 70 million. We ended up the half year with approximately 40 million. And I will go into more detail, explain also a bit the main contributor here. for the turnaround. But today I also want to highlight the EBITDA of more than 400 million. That is also an expression of the confidence that the seller gives into Motaris because they contribute a net worth to the targets that we acquire here. And we obviously are then in the position to take care of that. that asset and work with it and are aware of the responsibility that we have with the assets. Mutaris Holding also is developing quite well. We are on track to more than 100 million in revenues for the full year. You see it here, we reached a bit more than 50 million in the first half of 2023. And also the net income is quite on track with 13 million just from our consulting business. So there are no exceptional income factors in the first half of 23. So also quite sound here. It's a bit less in Q2 compared to Q1 because we had a bit less revenue due to vacation period. But on the other hand, we have also uptaked a bit the provision for variable compensation in the holding. In more detail, the three segments, and I will present here for the last time the three segments compared to the four ones that Johannes mentioned that we will present then also financially wise starting Q3. So here we see the biggest contributor are the automotive and the goods and services segment. And the biggest flip here clearly in the automotive and mobility segment compared to last year of almost 50 million. There are two underlying factors here in the segment. The first one is that the price adjustments and the activity in the segment has picked up compared to last year. And on the other hand, the price pressure on the cost side has diminished a bit and has been less than in last year, especially obviously in energy and raw material. Goods and services, also the segment with a lot of different portfolio companies picked up quite substantially with more than 10 million in adjusted VTA in Q2. And we will see here different developments, but also some nice contributor from everywhere pretty much. The entire group then ended up with a bit more than 40 million. You see it here in adjusted EVTA, quite a substantial positive figure for the first time actually in Mutaira's history that we can present an adjusted EVTA for the first time that is positive. Looking into the segment, starting as always with the automotive and mobility segment, and you see here right away that's the segment there where we invested the most. You see here the M&A activity contribution of more than 400 million to the revenue compared to last year. And I just want to highlight here one company Johannes mentioned already, Ferrell and Peugeot. And I want to highlight here the SFC group as part of the Armanios group that turned around by more than 20 million compared to last year, 2022. Fantastic job by the team here across India and across Europe. And we are quite confident that this progress will continue. The engineering and technology segment, it's quite a robust segment where the movement is not as high as in the other ones. Also here, we see some nice developments, NEM integration with Baikonur, well on track. Johannes mentioned that the order intake, very sound and starting to diversify. And on the other hand, we also see here S&P for the most likely for the last time in the segment and also contributing quite well. On the other hand, we have some progress and some homework to do in ADCOMS and Gemini and also in Guascore. On the other hand, we see that the confidence in the capabilities of Claysteam in the market is quite sound and progressing so that the company is able to also again win bigger contracts, and also quite important, Steyr Motors is developing way ahead of plan and also contributing already positive to the figure. Last segment here, goods and services, also a segment that has more positive contributor in the adjusted EBITDA, you see it here. that the EVTA in Q2 is substantially positive with more than 200 million that is due to Arriva that was consolidated in Q2. But also the adjusted EVTA is quite positive. And here we see, starting with LaPierre, quite a good focus on cost reduction. Arriva, we saw a very promising first meeting with the team. We revisited in September. Frigos Gania, quite stable. And we're confident that the market is is going to be stable also going forward. Terra North profiting from the win of tenders in last year's seasons. Palmyra also quite good start here in the first 100 days from the team, quite convincing turnaround program. We saw some nice activity pickup in Fasana. We see that the integration between XC and 6 is ongoing. well on track and we see that gunter is also doing very well in the segment where they're operating in shop uh refurbishments or building up new stores for apple for example Summing up the financial part with the value cycle of Mutaris, we have here quite a sound development and distribution across the four different stages. You see in the acquisition phase only three because the automotive addition that we communicated today and also the one that we communicated a couple of years ago days ago are add-on acquisitions by Federal United, so they are contributing there. Overall, the acquisitions that are still outstanding currently account for approximately 800 million in revenues. And here you see again that actually for the first time that the realignment segment or realignment bucket is Closing to zero in adjusted dbda. I haven't also seen or not seen this in materials history. Maybe we can also surpass this until Q3 here. And in addition, also optimization and harvesting look really sound in terms of We are above the zero line in the optimization, see some nice progress here and are quite substantially positive in the harvesting phase, which is quite important for us so that we are ready to divest. And with that, I would hand over again to Johannes.

Thank you, Marc. Coming to the outlook and then having an invite at the end. Maybe a quick elaboration on China. So in China, we have opened up the office with a ceremony with close to 100 participants. Just recently, in August this year, we run four portfolio companies in China and employ at the moment 600 people. We already have our own M&A and operations team on the ground. We do see great opportunities in China. We do see, when you look from the outside to China, it's still a huge market. And due to several situations, we see money and we see especially companies leaving China and relocating to somewhere. And this is exactly our market where we go in. And we take the turnaround cases, we take the difficult cases, and we make money with it. So China will be for us an important market for the future, will be another tip on the iceberg of Europe, will be another great upside potential. And also several meetings we hold there with officials, but also with large groups, with banks, with advisors, with lawyers, gives us a very, very strong confidence that the entire China's market, and for the beginning, especially at the automotive sector, looks very, very promising for us in the development of Motaris, in the development of the firm, when it comes to top line and profitability. Again, when you look at the map and the expansion, just to repeat this, the target is still the 7 billion, 125 to 150. You see, we have not changed our guidance for 2023. We will say something to the guidance on an event which will take place in October, which is our Capital Markets Day. So you're all invited on October the 12th, either physically in Frankfurt or virtually there. We have a quite promising agenda. Mutara's introduction, portfolio insights you will get from Arriva and the Federal United Group, which has grown to a billion powerhouse in the automotive, passenger, commercial, truck industry. industrial vehicle, and then we give you Matar's outlook, where we will also then update the guidance for 2023. And then at the end of the day, you also have the chance just for an informal get-together networking, so where you are able to meet Matar's management and Matar's employees. So you're more than welcome in Frankfurt on October the 12th, doesn't matter if you're German or not, if you're tall or small. If you're a professional retail investor, old, young, if you're conservative or crazy, you are more than welcome to join us October 12th, 2023 in Frankfurt. Thank you very much for today. And I will hand back to the moderator for Q&A questions.

The first question comes from Stefan Augustin from Warburg Research.

Thank you for taking my question. And just for the other ones, it's nine star and not star nine. And then you can go in the queue. So coming back to China, can you elaborate a little bit more how this relocation theme will eventually play out in the transactions? So my first take would be that companies shedding something that is then left in China. So you will take care of that. for where would be the possible exit and how would that typical deal actually work?

When it comes to China, I think what you see is, and this is nothing new and quite obvious, is that companies, especially manufacturing companies, are partially leaving or trying to sell the assets in China. So, we have two possibilities here where we see big opportunities. So, one is that we take it as an add-on acquisition for one of our existing portfolio companies. And to give you an example here on this nice picture, you see, for example, Peugeot motorcycles. The Chinese Southeast Asian Indian market. This is by far the biggest two-wheeler market in the entire world. And there, obviously, we have opportunities to add on and we have opportunities to further grow existing portfolio companies. And on the other hand, we also... companies leaving divesting assets into China, it's an opportunity for us to take it on as a platform. And later on, you either can strategically exit, but the most I would say in my personal view, the most reliable case would be an IPO procedure then of the asset. And the third part is that Chinese corporates want to divest their overseas exposure. And that is typically also done by advisors in the country reaching out to all the overseas advisors. And we would like to be very early in the process to have a first look granted and then have the best position in the process when Chinese corporate divest something overseas. So those are the three main motivations when it comes to acquisition in China with a local team on ground.

Is that especially when we think of divesting or China divesting overseas assets, it's still just on restructuring cases. or turn around cases.

It's just restructuring and add-on cases. For example, ISH, which is in a group today with Kiko, was a divestment of Sumac. And Sumac governmental, let's say, governmental controlled in China. They divested Sumac this asset in Germany to us, ISH, because they had a strategic change in what they want to do. They are heavily into the EV and wanted to divest every automotive portfolio outside EV and ISH was one of them. So this is, I think, one of the examples where we already did some acquisitions from Chinese corporates divesting outside the country.

Good. Very good. The next one would be for the exit of S&P. If there would be not a UK approval, is there a plan B? And could we be quite certain that the exit then will happen in the timeline in Q3, either if there would be the UK approval or if your plan B would work?

The exit of S&P was a competitive process, first of all. But to be clear, we have reached three out of four conditions as we speak, and we also have no indication on the fact of the force as of today. And we are in obviously constant exchange also with the authorities in the UK. But as you also know, it's very hard to judge a timeline on authorities. So it is from two. And it doesn't help if you push, it doesn't help if you are silent. So you just have to wait and do and answer the questions they have. But at the moment, to be very clear, we have no indication that they will not approve the case.

Okay. So the rest is then two minor housekeeping questions. The one would be actually, what is the current cash position of the holding? And the other one is, what has been the main driver in the quarter-on-quarter decline of the EPTDA in the harvesting group.

Q2 is sometimes due to the number of holidays, a bit weaker. And when we're looking at the different portfolio companies that we have clustered into the harvesting stage, we see a bit less in La Rochette, also Zabo, Dongus. where the contribution was higher in Q1, especially at La Rochette, where they received some indemnification for energy. That was mainly allocated to Q1 because we collected the cash in that quarter, and it was way less, actually nothing, in Q2. And liquidity of the holding quite sound. So we are able to fulfill all our growth pace going forward. So quite okay. Looking forward to the closing, as Johannes said, we have no doubt currently that the closing will happen in Q3 so that we are well on track to also deliver in terms of our acquisition pipeline in the rest of the year.

All right. Thank you very much.

The next question comes from Tom Mills from Jefferies.

Afternoon, guys. Hope you're well. Just a couple of questions, please. In the mainstream buyout market, I guess we're seeing quite a lot of continuation funds. I guess your model doesn't require you to sell in a fixed timeframe, but are you seeing any advantage to prolonging certain holdings, kind of running your winners longer, as some other players in the broader market are seeing. And then I think there's a view that there's going to be a pickup in corporate non-core disposals over the course of the next six to 12 months. You guys have obviously been pretty active on the investment side anyway, but are you sort of anticipating that as well? And does that sort of appear in your pipeline? Thanks very much.

The first one, Tom, and good hearing you. It's a little bit tricky to answer. When we decide to divest, and our target to divest that you have seen in the recent divestments is a lot of times a strategic in the market. And divesting to a strategic can be driven or the motivation of the strategic to acquire can be driven by so many factors who are sometimes even independent of the market. So the S&P acquisition, the motivation of the buyer was independent of the market. One main motivation was also to go into aerospace and then you have you know, either you acquire a company or you go five years down the line with all the certifications and doing the CapEx investment yourself. So, this was one of the motivations of the buyer of S&P, which is more or less regardless of the current situation of the market, because if you want to go to aerospace, you either need to go invest or you buy an asset like S&P. So, therefore... But clearly what we see is when you start a structured auction process, that the buyout funds and the traditional PEs, they are currently more conservative than they were like three, four years ago. That's indeed a fact. However, our divestment target is a strategic, and that sometimes doesn't have really to do with the condition. And then your second question on the pickup of non-corded disposals. Looking at our pipeline and the number of SPAs on my table, and I think if you would ask my 35 M&A people, If the market continues like that, we are super busy. And if the market picks up, we are currently working day and night. And you have seen an acquisition today. You have seen an acquisition last week. There will be more acquisitions to come in quarter three, where we are – you know, really running to the finish line now. So currently our pipeline is full and the team is working, I mean, full load, even though it's vacation time now. And so I'm happy for any pickup, but at the moment we don't see a dip or a necessity to pick up because we see an extremely strong pipeline.

That's great. Thank you. Brilliant as ever. Thanks.

Thank you, Chama. The next question is from Marie-Therese Grübner from HAIBE.

Yes, good afternoon, Johannes. Good afternoon, Marc. A couple of questions from my side. I will pose them one by one, if you don't mind. The first one pertains to the divestiture of La Rochette. I remember that at the latest capital market phase, It sounded as if you were close to the finish line on that one. What is happening? Is anything imminent? Can you maybe elaborate on that?

As simple as that in some of the negotiations. The buyer came in with a last minute request on the negotiation, which I was not willing to fulfill. And because for me, Lavochette is a stable company, is a profitable company. And we came on one specific last request. We came to a dead end and I didn't want to let it go. by fulfilling that request. So, La Rochette is still in a positive market. I said also Q1 was better than Q2. But we... That is also the beauty of not being a fund, right? We are not forced to sell, and we sell at what we believe the right moment, when we get the most value-add and value creation for Motaris and our shareholders. So... Yes, indeed. We were very close to the negotiation at that time. We had everything lined up. A last-minute request came in. We decided not to fulfill this and keep the company until we exit contribute dividends.

Okay. All right. That's pretty clear. Thanks, Johannes. The second question has to do with S&P. There were 100 million euros of transaction value communicated. And if you do indeed realize something around those levels, call it 140 alone from S&P, you would be definitely above your guidance. So why are we not seeing a higher net, holding net income guidance?

because we have not realized the gain. And maybe you can tell that it's too conservative, but we have not realized the gain and we have not received the cash in the bank account because the transaction is not closed and will close shortly, but it's today not closed. And that's why there is a saying, first kill the beer and then divide the skin. That's exactly what we do.

Okay, but just to be clear, if this comes through, then your guidance is obsolete.

We will give you an update of the guidance latest on the Capital Markets Day.

Okay. All right. So the next one pertains to China. Will you be able to acquire majority stakes or complete companies in China, or will you be forced to take over the JV share of the foreign partners in the country?

We will not defer from our investment model, so we will never acquire a minority. We want to have a say in the company in order to change things and make things better. So we are not a silent minority investor. Not in China, not in Europe, not in America, not anywhere else on this globe.

Okay, but there are no regulatory hurdles in China for that. I mean, given how powerful the Communist Party is, I mean, can you own as a foreigner a company completely?

Sure. Okay. I mean, for example, the company we just opened, Moltex China, we own 100%. Okay.

And then I'm sorry, but I did not understand acoustically the level of cash at the holding level. Marc, I'm sorry about that. Would you mind repeating what the figure was?

What about the liquidity? I said it's quite sound. So around 20 million that we can use by our means. So I said it's quite sound. I didn't say any figure.

Okay, but you said 20 million right now, right?

Yeah.

Okay. All right, thanks. Thanks for this. And then my last question has to do with the remarkable and really well done for that EBITDA level of your harvesting group. So annualized, it's a 50 million level. What sort of... call it easy EBITDA multiple, are you seeing in the market as you shop those companies around? I mean, what is it? What kind of multiples can we apply on those EBITDAs?

Again, it's a little bit different, because obviously the multiple is on a company like, for example, like Terra Nova, you have a light asset model, a little bit different than to companies like you have Dongus, for example, with a heavy asset model. And asset, right? It's always a difference if you have a competitive process or if you don't have a competitive process. So what we are really after in an exit process is that we get something where we believe this is a good return and where we are sure we can fulfill our target of 7 to 10 times. So this is what we aim for. At the moment, we don't see any significant changes on the multiple in our industry segment, in our business segment. I cannot talk for tech, I cannot talk for bio, I cannot talk for IT, I cannot talk for real estate, but in the segments we are in, we don't see... really movements on the average multiples you get. It's always a question of process, competition, and demand.

And historically, can you remind us what those multiples were?

Typically, somewhere between five and seven.

Five and seven. Okay. Thanks a lot. All right. I think you've answered all my questions. Thank you very much. And I look forward to seeing you in Frankfurt.

Thank you. The next question comes from from Pareto Securities.

Yes. Hello, gentlemen. And thank you for taking my question. Actually, one left from my side, and it's regarding your F-Assist acquisition. Can you provide some insights about the overall acquisition process? Because I think it was a state-owned company and it seems that the privatization process before was not so easy. So it would be interesting to know what was at the end to see the formularies being awarded to buy FASF.

Well, indeed, FASEC, the company, holds a bit of history in and outside Portugal. What was at the end? I think at the end it came down to three factors. So, first of all, the government wanted to divest to somebody. They believe we can run the company. They believe we can... run the show, the business, and that it's sustainable and it doesn't come back to them again, like it did a couple of years ago. So I think our industrial know-how, our industrial expertise in the market, in the products, and also in the customers played an important role. That's the first one. The second one, I think, in a privatization of a company, it's always important that you are consistent and that you get the trust of the shareholders. And here, in that sense, the shareholders were more than just the government. The shareholders were explicitly also the banks who provided, for example, the vast majority of the bonding lines to run the business. And there I think we found, our M&A team found a very, very good connection and partner up with the banks, partner up with the bondholders, with the other stakeholders of the business in order to find a good solution going forward. without neglecting the history and the exposure of the banks. And last but not least, as I always say, if a transaction is 100 metres run, the last 5 to 10 metres, this is people doing business with people. And I think the atmosphere we had in the negotiations among lawyers, among advisers, among us as the principals, went very, very well. up to the stage that the Portuguese government organized a signing celebration with the minister himself. So I think they were happy with the divestment and the process, how it went. And I think we have a brilliant asset, which was really... you know, not run in the past years to the history, but product knowledge, customer base, the installed base where you have a great service potential. It's just, it's, well, it's the rock star. It's the rock star acquisition in Iberia. That's for sure. That's the lape of Iberia.

Okay. And about your, equity contribution or skin in the game part for this transaction?

In steps up to 15,000,015.

Okay, fine. Thank you very much.

All right.

um there are no further question at this time so i hand back to johannes laumann for closing comments thank you very much and again um remind you on the capital markets day um warm welcome there and we would like to see you in frankfurt get your batteries filled if you're on vacation or still have the vacation ahead Mark and I will go next week, and then we hope to see you all back in October in Frankfurt. Thank you very much for joining today. Have a great summer, rest of the summer, and lovely to host you today. Bye-bye.