Vestum AB (publ)

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. Five divestitures were completed throughout the year and two 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 EBITDA margin from 9.8% to 10.1%. Free cash flow excluding changes in net working capital also improved from 127 million to 137 million. 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 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 164 million in comparison to 117 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 3.4 times. Let's have a look at the segments, starting with the Flow Technology segment. This 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 UK investment plan AMP8, under which more than £100 billion will be invested over the coming five 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 UK companies. During the quarter, we completed the acquisition of Dynamic Fluid Solutions, a leading UK 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 product segments, 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 solution segments. 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 low 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, the 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 EVTA development over the past couple of quarters. And we begin with a 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 Nortec and DFS. If we move on to the chart in the middle showing adjusted EBITDA development, we see an increase, as Simon mentioned, for the first time in 10 quarters, where the flow technology segment leads the way. And this was despite the fact that the divested businesses in the solution segment actually had a negative impact on EBITDA in the fourth quarter. Finally, in the chart to the right, the EBITDA 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 Nortec 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 111 million SEK, an increase from 70 million SEK 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 networking 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 25 million SEK 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. The net debt is represented by the pink bars and amounted to 1.9 billion SEK in Q4. And the leverage increased in Q4 from 2.8 in Q3 to 3.4 times, 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 24 million SEK at period end. And by that, I hand it back to you, Simon. All right, thank you.

So on February 11th, i.e. yesterday, Vestum's board of directors decided to carry out a structural separation of the group, whereby parts of the full technology segment will be organized as a separate business. The decision is based on the group currently operating with two clearly distinct business logics. Projects would focus on UK and Nordic water infrastructure, and products and services with a focus on Swedish industry and infrastructure. And these two businesses have different growth potential, limited synergies, and are considered to be able to develop better as two 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 deal with growth and adjusted EBITDA and cash flows in the quarter with a significantly higher margin. The full technology 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 product segments and are expecting gradual improvement in both profitability and growth going forward. We made several divestitures in the solution 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. 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

If you wish to ask a question, please dial pound key five on your telephone keypad to enter the queue. If you wish to withdraw your question, please dial pound key six on your telephone keypad. The next question comes from Johan Longquist-Sundian from DNB Carnegie. Please go ahead.

Hi, Simon. Thank you for taking my questions.

Hi. Sure. Please go ahead.

Yeah, I hope. Excellent. Two questions from myself. Firstly, just a housekeeping thing to get the better sound. Bear with me. It's been busy reporting today. The divestment that you, the mining divestment that you announced yesterday, Högsboen, Akerhus Electro, S-Forsmål, BVSF, When in Q4 were those divestments made and how much of a negative impact did those divestments have on SAFE and EBITDA in the solutions segment in Q4?

Yeah, 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 30 million, or I guess 40% of that number was received in the fourth quarter. And this is obviously on a non-IFRS 15 measure. So the enterprise value excludes any leasing debt. in relation to IFRS 16. And when it comes to sales and profits, those three divested in the fourth quarter, they were rather small businesses jointly doing roughly 100 million in sales at a very, very low margin. And the impact in Q4 for the solution segments 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 solution segment negatively in Q4.

Yeah, by a ballpark. Is it more or five or is it less than five?

Ballpark two to three.

Excellent. And 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.

Yeah, 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 UK 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 etc. industrial logic of having those eight companies, the four in the UK and the four in the Nordics, it's very clear to us that they would thrive as a standalone 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 two businesses, they're also quite different and they require different amounts of capital. And looking at the flow technology segments or that part of the business that will now be evaluated to potentially 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. 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 two and doing a... a spin-off and create two separate listed entities wouldn't really solve the issue of accessing enough capital for the float tech 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 is quite good both these two businesses are doing very well the remaining operations and and the full tech segment they're expected to do very well going forward and yeah and when do you expect to find the conclusion on where to proceed with the flow technology business

If it should be spinned off and listed as a separate entity or if it will be divested? Just talk us through the kind of time came with it.

Yeah, so obviously we described this as a potential divestiture and 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 timeline and 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 everything before summer?

Well, after the communication went out yesterday, this is really now when we can start speaking to potential interested parties. and really talk about 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.

Perfect. Thanks for the call. I'll get back in line.

Okay. Thank you.

As a reminder, if you wish to ask a question, please dial pound key five on your telephone keypad. 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. And no written questions and no additional questions. So with that, we thanks for your attention. Have a good day. Bye bye.