Revenio Group Oyj

Revenio Group Oyj

10.92
EUR
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24.09P/E
271.83MMarket Cap
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Q2 FY2026 · Earnings Call TranscriptSeptember 8, 2026

Jouni Toijala

Good afternoon and welcome to Revenio Group Q2 earnings call. My name is Jouni Toijala and I'm extremely happy to have Jukka Kainulainen joining in a call with me today.

Jukka has started as a new CFO about a week ago, right? Right, Jukka, or two weeks in a row almost, would you like to introduce, Jukka, first yourself and then we get to the agenda?

Jukka Kainulainen

Thank you, Jouni, and of course really excited to be here. It's so exciting moment for Revenio after the strategic acquisition and starting totally new journey as a new combined company.

Great to be here and previously has been spending my last 10 years in the global technology growth companies, of course focusing always on the growth, profitability, and also capital allocation, and also acquisition a little bit earlier in my career and the related integration topics. Great to be here and thanks a lot, Jouni.

Jouni Toijala

Hey, thank you, Jukka. Let's jump to the agenda.

We are going to run a bit more different earnings call today. We start actually with the Visionix integration status, then we are also going to go through where do we stand regarding to the synergy.

We discussed during the transaction closing and announcement regarding to the €20 million EBITDA uplift target, we are going to recap that one, then of course going through the highlights of Q2 first half, Q2 and first half 2026, and then Jukka is going to do deep dive for the finance part, and then of course we have a guidance at the very end. Before jumping to the integration and synergy, like Jukka said, it's nice to join in for the company because we are having quite historic moment now ongoing.

I would compare this one to the CenterVue acquisition at the time in terms of the significance. Of course now the size is bigger, but of course the old Revenio, if I may use the word, so that's of course considerably sizeable compared to the 2019.

This is the first quarter when we now have 1 month numbers in from the ex-Visionix side, and based on the now last or first 100 days, if I may use the 100-day word here, everything is actually progressing well and according to the plan. The strategic logic why we closed the transaction, it's still as strong as it was at the time of the signing and closing, which I found extremely encouraging and good.

From the integration perspective, integration is progressing really well. We have a couple of scenarios here, I would summarize that we are now leaning towards the kind of best scenario in terms of the speed of getting the synergies in and the speed of integrating the actual organization.

If we look the couple of key areas here, first from the overall integration perspective. We have now nailed down even end of May the leadership team organization, of course the board structure, overall governance, and then during the summertime we have been then moving further down to the organization in order to clarify the organization and operative model.

That's going really well. In terms of the culture, we run an extensive culture audit also during the summer, and cultures are actually matching together extremely well, and this is at least for me, this is a more positive thing that I was expecting.

Then we have been putting a lot of effort to the commercial activation and to securing the business continuity. The US sales team, we have actually combined already the US organization including the sales, and the new team has been running operationally from the beginning of August.

What we have done in the USA, we have also finalized all product training related to the different products to the team, and then also now bit by bit moving to cross-sales targets etc. and really moving to the execution in the past 4 to 5 weeks.

On the international sales side, which Umberto is running, John is running the US sales organization, from the international side, we have a clear plans now how to start moving forward with the different countries, whether they are direct or through the distribution, so that has moved to the execution in last 2 weeks' time. I would say that the overall things have been progressing really well.

Then on the coming back to the €20 million EBITDA uplift, we have already secured a bit ahead of time the €5 million run-rate saving regarding to the €20 million EBITDA uplift, there we are on track, and then we also have plans regarding to next steps regarding to operating model and then also things related to the procurement etc. in order to be able to get the remaining part of €15 million EBITDA uplift in the coming quarters.

If summarizing the integration status in one sentence, it's going well and according to the plan. Then to the numbers.

Of course top line up €39.3 million, roughly 50% up. What we saw on the profitability side is of course we have been coming down due to the couple of things on the profitability.

The first one is the acquisition-related one-off costs, which during Q2 were roughly €3.4 million, Jukka is going to cover that one a bit more detailed. Then I think that we should pay also attention to the gross margin, which was exceptionally high in a previous year Q2, 72.6% roughly, and if we go back to the Q2 last year, we actually didn't have tariff impact almost at all at the time.

We were stacking a lot of products into the warehouse, we didn't pay any tariffs on the imaging products, we didn't pay any tariffs regarding to the tonometers, we started to pay a bit tariffs towards the end of Q2 last year regarding to the probes, and if we look then from the gross margin perspective through Q3, Q4, and Q1 this year, I think we are able to say that we had the gross margin beyond the 70%, so that's partly explaining why gross margin is down, and of course we have a Visionix dilution, but Jukka is going to cover this one in more detailed. Then regarding to the whole first half, net sales €66.6 million, up from €52.6 million, operating profit €4.8 million, and then we had in addition to the €3.4 million, we had roughly same amount of acquisition-related one-off costs during the Q1 as well, the whole acquisition-related expenses were a ballpark of €6.9 million.

Then regarding to cash flow, Jukka is going to cover this one, but the cash flow was negative, and let's also come back on the Jukka's presentation, we had a really strong cash flow, exceptionally strong Q4 last year, roughly €15 million, part of the costs were actually occurring during the Q1. Then after the Q2, couple of highlights from the other parts of the business, we have been now receiving and working of course together with the iHealthScreen regarding to the DRSplus and the FDA clearance.

We manage now to get the first FDA-cleared AI solution for the USA, so that's an extremely good news. Now working closely with iHealthScreen in order to approach the customers and start pitching the product, and we look this one of course to boost the DRSplus sales in a coming quarters and years in the USA.

Then another thing where we have been active and working for the long time in the USA and of course in the other parts of the world, and this is really linking to the macro trends what we are seeing, i.e. the amount of the patients is increasing, the resources on the eye health professional side is limited, and we are not able to treat and diagnose all the patients, and in the constant communications we have been emphasizing the ease of the use and then automation what comes to the devices, and here we go.

This is a prime example of that one. We closed a strategic partnership in the USA with the company called EyeCheq, which is providing the kiosk where we have been integrating the DRSplus for autonomous use and for the screening purposes, and then this kiosk is connected to the back-end platform, and then the patient is able to come to the kiosk and then do the holistic screening of the eyes.

Extremely good thing for us in terms of the long run, and just shows clearly where the market is going in the future. With these words, let's move to a more detailed finances, Jukka, over to you, please.

Yeah.

Jukka Kainulainen

Thank you, Jouni, and let's start from the key figures for the quarter, and maybe starting first from the Visionix. It's good to remember that Visionix has been now consolidated to the group numbers starting from the beginning of June.

So 1 month Visionix in our quarter two numbers. Looking the top-line development, net sales increased 48.1%, currency-adjusted growth 50.7%, and when been looking as the underlying business, our organic growth, that was more or less flat for the quarter.

Gross margin went down to 65% when rounding it up, comparing high comparables of 73% for the quarter two last year. I'm going to go a little bit more in details in the following slide.

Then when looking the adjusted EBIT for the quarter, it was €5.8 million, 14.6% from the net sales, and that included €3.4 million acquisition-related non-recurring expenses. Overall this was quite a good start for the new combined company, and it's a good to build the future based on this one.

Then let's look net sales development a little bit more in details, and this step-up in revenue, as you see in quarter two, was coming from the Visionix impact like I commented in the previous slide. Organic growth was more or less flat, and when looking the net sales development and different geographies, it was negatively affected by the market environments when looking the regions Middle East and Asia, and then at the same time we see some positive development in our Europe region overall.

Then when moving to the profitability, like I commented, adjusted operating profit €5.8 million during the quarter, 14.6% of the net sales, and then gross margin declined to 64.7% compared 72.6% during the quarter two 2025. It's good to remember that it was really high comparable in gross margin like Jouni commented, when looking whole last year gross margin it was 71%, quarter two 2025 was really really high comparable.

Then at the same time when Visionix was consolidated to the group numbers, that had actually 2 percentage points diluted impact due to lower margin profile in Visionix business, and then when looking the old Revenio underlying business over there, the gross margin in that business went down by 5 percentage points, and that was driven by, for example, the tariffs, which we didn't have in last year quarter two numbers, and then there was some increase in the unit cost for example in the electronic component side, and then also overall there was some increases in our fixed costs during the quarter two 2026. Then moving on the cash flow, cash flow from operations was negative by €2.4 million during the quarter, and it's good to remember that that included around €3 million of payments regarding the acquisition and the related project we are running, and then at the same time our net working capital increased at the end of the quarter, especially relating to accounts receivables.

This is not kind of normalized run rate, of course. It's a more temporary situation regarding the acquisition, and then when looking both companies' cash flow generation, Revenio has been always really strong cash flow-wise H2, especially quarter four, and there is similar kind of cash flow profile also in the Visionix business, a major part of the cash flow is generated in H2 comparing to H1 for the calendar year.

Then moving on the balance sheet, and balance sheet metrics, of course, quite a lot reflected by acquisition financing, net debt now €238 million, temporarily up, including the €130 million term loan from what we closed in quarter two, also bridge-to-equity financing €80 million, and the €17 million vendor loan also relating on the acquisition. Then on top of that, we have revolving credit facilities in use around €20 million million at the moment.

When looking these metrics, balance sheet metrics, equity ratio at the moment 31.2%, and net debt to adjusted EBITDA is temporarily up in 5.3. Then it's a good to remember what we have communicated also earlier, we are planning this post-completion rights issue worth of €80 million.

That will happen during the H2 2026, and the purpose in that rights issue is to pay out this bridge-to-equity facility, and through that of course strengthen our balance sheet and improve our leverage metrics overall. Then briefly our shareholders base, latest cap table, and as Revenio is quite a global when looking from the shareholders' point of view, more than 50% of the ownership is outside Finland.

The of course recent changes you see in this cap table in top 10, we have two new major owners, number two, Caravelle Capital, and then number 10, Mark Abitbol, and these of course are the big changes and relating on this acquisition, Visionix acquisition we completed during quarter two 2026. Then as a next, let's cover the financial guidance for 2026.

In top line we guide currency rate-adjusted net sales to be between €190 million up to €205 million. EBITDA, excluding non-recurring items, we estimate to remain at satisfactory level.

The assumptions behind the guidance, in the lower end we expect little bit softer market environment and slower customer activity, and in upper end we expect improvement in the market condition, and then of course successful sales execution as well.

Jouni Toijala

Jukka, if I may jump in, I think that we have had the questions now regarding to the guidance, what the satisfactory means, and we have been long time in a good level, would you open that one a bit?

Jukka Kainulainen

Sure, it's a excellent comment. When looking, for example, our last year operative adjusted EBIT for the year, we were in 24%, and now when we look quarter two 2026 adjusted EBITDA, we were in 17%.

Now we guide that we expect that to stay on satisfactory level when we communicated last year profitability to stay on good level. That's the way to give you conclusions on our profitability guidance levels.

Then next one, little bit also reminder, 1 week from here we are organizing Capital Market Day, 15th of September, where we of course will present our new strategy. We will present our combined company go-to-market plan, combined company product portfolio, our synergies, and then of course on top of that, the numbers, our new financial targets.

Welcome everyone who is able to join to that event. Then at the end, also like I already mentioned, we are planning this post-completion rights issue.

That's a worth of €80 million altogether. Nordea is our global coordinator and actually underwriter for the rights issue as well.

We target to arrange that during the mid to late H2 2026. Our main owners, William Demant and also the sellers of the acquisition, owning altogether close 31% of the shares, have irrevocably committed to subscribe the shares pro rata-based on that rights issue.

Like I already commented, target is to use the funds to repay our €80 million bridge-to-equity facility and reduce our leverage ratio and strengthen our balance sheet altogether. Thank you.

Jouni Toijala

Hey, thank you. I think it's time to move for the questions, please.

Operator

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 Nikko Ruokangas from SEB. Please go ahead.

Nikko Ruokangas

Hello, this is Nikko Ruokangas from SEB. Thank you for the presentation.

I have three questions, and I'd like to go one by one, and start with old Revenio or organic sales development, which was flat year on year. Could you open that a bit more given that it seems clearly lower than the original guidance you had entering this year in the winter.

Has something changed in the market or your own performance or can you elaborate a bit more?

Jouni Toijala

I I could perhaps pick pick that one up. If you look the Q2 old Revenio perspective, and and this one we have had also the earlier, so might be that in in the certain quarter quarters, the demand might be different or then we have one or two bit more slower months.

If we look now and we go a bit and we break down the performance, like Jukka said, APAC was lagging behind on the growth like it was Q3 last year, Q4 last year, Q1 this year compared to the previous comparable quarters, but the positive side is that the the situation is basically improving quarter by quarter, so so part of the growth we were missing from the APAC. Then everyone knows the Middle East status, so Middle East side of the business was extremely slow regarding to the to the Iran conflict.

Then if we go for Europe, Europe in in in reasonably good shape, I would say, so customer activity good, and and and pipeline good, looks good. The USA, we saw a a slight growth in the USA, and tonometers were performing well, imaging slightly shy.

I wouldn't draw too critical conclusions based on one or two months inside the one quarter yet. This is now now the case.

Q1, old Revenio, we had a growth, and then it was reasonably stable and flat during the Q2. Now if we look how the Q3 has started, I old Revenio back back on the growth track.

Hope with that, Nikko, answered to your question. Thank you.

Nikko Ruokangas

Yes, Jouni, and just a follow-up, how much on rough terms was the impact from Middle East?

Jouni Toijala

We don't give the country-specific numbers, and also Visionix is having a Middle East business, so that's kind of visible then on Visionix 1-month numbers regarding to the June.

Nikko Ruokangas

Understand. Thanks.

Then I'd like to go a bit deeper still on gross margin, which was down year on year in old Revenio. You explained a bit more already, but I was wondering whether you can go a bit deeper into the topic given that I guess that the gross margin was weaker than in Q4 and Q1 when price increases in the US had not been implemented, well, completely.

Have you now been able to do all the price increases related tariffs and then can you bit more open the components inflation situation and what will you do about it?

Jouni Toijala

Maybe I comment the price increases. The price increases are in.

Do you, Jukka, want to comment? I shortly commented on tariffs, but do you want to comment on component side?

I can,

Jukka Kainulainen

yeah. Of course, I can do that.

Of course, the tariff impact when looking year on year was quite a significant, we are not talking only hundreds of thousands, but it was more significant impact, and then the unit cost impact on top of that contributed basically the rest. Like we commented, electronic component cost, and this is of course going further that of course we will review what kind of actions we do, either reducing the unit cost or from the pricing side, those are the tools, of course, how we manage the situation going forward.

Nikko Ruokangas

Thank you. Then one last from me.

You were reporting I guess €13 million of adjusted EBITDA consolidated, but not pro forma, in H1, and then the pro forma was 14.6. Is it so that the Visionix generated only €1.6 million of EBITDA from January till end of May?

Has it declined in H1 year on year or is profitability in Visionix extremely H2-weighted? Can you open that a bit more?

Jukka Kainulainen

Nikko, I can comment. This is a great question, and this is of course, I know challenging for the investors when January-May are not in the numbers.

Actually in Visionix, of course, we know the H1 numbers, there was quite a high weight in the profitability until the end of the H1. That's the thing, and that's usually there's some seasonality in that sense in the Visionix business.

More of course I don't comment about the January-May Visionix numbers, and then when looking the pro forma, it's good to, of course, remember how pro forma is completed. It's based on the assumption that the deal is executed already 1st of January 2025.

That it's some kind of the theoretical way also to build it up, so that gives some slightly differences when looking the pro forma and where we are at the moment. Of course it gives a good enough picture, but those I would highlight based on your question.

Nikko Ruokangas

If we look at on a year-on-year basis, purely business-wise...

Jukka Kainulainen

No, yeah, overall, that I can comment. Sorry, Nikko, I forgot to answer you.

When looking H1 Visionix comparing last year H1, even though we have only 1 month in, no significant change in the profitability profile year on year.

Nikko Ruokangas

All right, thank you. That's all for me at this point.

Jouni Toijala

Thank you, Nikko.

Operator

The next question comes from Pia Rosqvist-Heinsalmi from DNB Carnegie. Please go ahead.

Pia Rosqvist-Heinsalmi

Hi gentlemen, it's Pia Rosquist from DNB Carnegie. I've got a few questions, I try to limit myself.

If I start with with your sales development now in the second quarter, and I know, Jukka, you said you you don't comment on Visionix particular for the first half, but is there any light you can share on how Visionix fared now in the first half of this year compared to the last year, last year's first half? Did sales for Visionix decline in the first half of this year?

Jouni Toijala

No. On the top-line perspective, flat.

Pia Rosqvist-Heinsalmi

All right.

Jouni Toijala

If we now look the competition and we compare the performance, even though that Icare old Revenio grew during the Q1, and now if we look kind of flattish Q2, and then Q three now looking good, and then Visionix staying on the flat in the market where we operate, I would consider of course not the stellar performance, but it's a quite robust performance compared to the competition. Jukka, anything you would like to add on this?

Jukka Kainulainen

No, I fully agree. Nothing to add on that.

Pia Rosqvist-Heinsalmi

Great, thank you. Still going back to your first quarter report where you told that the price increases had been applied and I think yeah, starting to impact from February onwards, and now you said you reported flattish sales for the old Revenio.

Is it actually so that the volumes declined in the first half and were compensated by the announced price increases?

Jouni Toijala

I wouldn't say so, but we have also seen the Q2, like Jukka mentioned, we have been also seeing the increases on the component prices, whether is it the memory, whether is it the CPU, whether is it the increased price on the gold, which is then used in the probes. I wouldn't draw that conclusion.

What now comes when going forward, we now start to go through the details bill of materials now during the second half, and then doing a decisions in the remaining part of the year that should we adjust the prices if the memory and CPU and raw material prices are going to remain the high, so that's a standard procedure what we do.

Pia Rosqvist-Heinsalmi

Thank you. Then in general looking at the market sentiment and demand, and now given your broader footprint in the market, what do you see with regards to the market demand and your sales pipeline?

I know you have always underlined that the Revenio sales pipeline is short, but in Visionix you have slightly more visibility. What is the current market demand?

Jouni Toijala

Maybe I pick that one, and Jukka, please help me. USA, like we discussed in the earlier quarter, so that has been surprisingly robust, and now we have a new sales team in place.

The new combined sales team, we have split all the geographies etc., of course there's a certain ramp-up time, but actually if we look the start for the Q3, it looks good. Then we have a lot of cases in a pipeline, type of cases where we haven't been before because we have a combined portfolio.

Of course the key is to turn them to wins, so that's a crucial thing. Then if we go for Europe, Europe has been steady, and then I hope that the APAC turns in a bit more better shape.

We have had a positive trend now quarter by quarter. We have seen a bit more better activity as an example in South Korea etc.

We did the distributor change in Australia, so that's the reason why that part has been bit sluggish, if I may use the word earlier this year, hopefully that's going to help up the situation in APAC because that's one of the biggest countries for us in APAC. Of course now we have to remember when we report now the Q3, then it's going to be first month where we also have a Visionix numbers fully in a quarter, so that's going to be interesting to see.

Anything, Jukka, you would like to...

Jukka Kainulainen

No, and of course positive highlight when looking the underlying businesses that Europe region develop quite positively when looking the quarter two overall.

Pia Rosqvist-Heinsalmi

Right, thank you. Still sorry coming back to the gross margin and the discussion about the factors burdening that.

Do you have some kind of guidance for your gross margin for the remainder of 2026?

Jukka Kainulainen

No, like you saw, we were guiding the EBITDA and then the, of course, the top line. It's good to remember now when we consolidated Visionix only 1 month, and then of course with the lower margin profile in the Visionix, of course we will now when we consolidate the whole company, that generating absolute terms lots of more gross margin, but then this dilution impact will be whole quarter starting from quarter three.

That's a good to remember when looking the percentages.

Jouni Toijala

I don't know, Pia, is it helping on? Sorry to jump in, sorry to interrupt, but if you think that we look the quarter three, quarter four, I think the old Revenio side we have been roughly 68, 69% bit depending on the quarter, and then we have a Visionix dilution part of the package, further diluting.

I think that's a ballpark, right, Jukka?

Jukka Kainulainen

Yes.

Jouni Toijala

Maybe it helps.

Pia Rosqvist-Heinsalmi

All right. Thank you.

I have further questions, but for now I go back in the queue. Thank you.

Jouni Toijala

Thank you, Pia.

Operator

The next question comes from Daniel Lepistö from Danske Bank. Please go ahead.

Daniel Lepistö

Hi, it's Daniel Lepistö from Danske Bank. Thanks for taking my questions.

I have couple, maybe starting still with the or continuing on the organic growth for the standalone Revenio. If you didn't execute this Visionix transaction, would this previous guidance of 8 to 15% growth this year, would it still be in place after the Q2?

That's first question.

Jouni Toijala

I think that not too sure is it relevant question at this new state, but I wouldn't see, we have also the big deals in a pipeline for the remaining part of the year, and Q three or four is basically strong, forecast looks good.

Daniel Lepistö

Okay. Just follow-up would have been on those larger deals that you discussed.

They are still on the table, and I guess there would be a better second half then for

Jouni Toijala

those

Daniel Lepistö

larger deals?

Jouni Toijala

For certain cases, we have been receiving kind of a single product POs, still live and kicking. Of course, the timing and roll-out always a question mark.

Daniel Lepistö

That's clear. Then on this margin guidance, satisfactory margin, how wide should we think the range is here?

Because I guess historically, with the EBIT margin, I guess it used to be even 10 percentage point. At least it felt like it.

Basically, how wide can this range be actually? Can you go single-digit and EBITDA and it would be still satisfactory?

Jukka Kainulainen

You were not far off what you commented in the beginning, but maybe I kind of repeat myself. Last year adjusted EBIT was 24%, and now when you look the adjusted EBITDA in the quarter two, we were in 17.

I apologize that I cannot comment that more because that's what we have disclosed, but I hope that a little bit helps you to understand what kind of range we have in place for that wording.

Daniel Lepistö

Okay. Maybe on the standalone Revenio gross margin, there was someone was 5 percentage points down year on year, clearly below 70%.

The comparison was of course difficult, but I guess in the mid-term, I guess 70% is the target that you are looking for Revenio or has this changed? I thinking change over the component shortages and whatnot.

Jouni Toijala

Maybe I pick that one, Daniel. I think it's realistic to think that yes, we have had the target before the tariffs hit to the place to keep it above the 70%, which we have been able to do, and now when the tariffs are full in, we have been ballpark of, bit depending on the quarter, 68, 69%, and so forth.

I think that it would be reasonable to expect, and of course we don't anymore in Q three like in a Q1 to report the old Revenio, if we use that term, but if we go for old Revenio, I think it's fair to assume that being constantly over 70, so that's undoable with the tariffs.

Daniel Lepistö

That's clear. Then maybe the final question on this ILLUME AI solution clinical trials.

Obviously we saw that now the third-party solution was approved. Can you update us on the timeline with your own solution?

What's the status of the clinical trials and what's the approval timeline that you seek?

Jouni Toijala

We have now concluded the pre-study, so that went well, results are okay. Now we are doing a new pre-submission just to be sure, and of course now the iHealthScreen a bit reduced the pressure to push aggressively forward, rather now in a mode that we guarantee that we get the clearance when we do it.

The status is that the pre-study done, now we another pre-sub for FDA to be sure that the house is in order, then we have start another study then towards the end of the year or early next year, and we communicated earlier that we are going to be ready by clearance by the end of the first half '27. I would be now more leaning towards the second half, hopefully Q3 '27, and the reason is that now we have the iHealthScreen clearance, we just want to be sure that we are able to get the clearance, we do the pre-sub now in to the FDA again.

Daniel Lepistö

All right, that's clear. All from me, thank you.

Operator

The next question comes from Erik Karlsson from Carnegie. Please go ahead.

Erik Karlsson

Hi. Thanks for taking my questions.

Erik Karlsson from Kepler Cheuvreux. Just on Visionix, if we look at the first-half performance, you said basically flat sales and kind of flat margins.

How much worse is that compared to your business case if you bought it? I guess at the time you thought they would grow and have increasing margins even before synergies, just trying to understand how far below and if they are tracking currently.

Jouni Toijala

That's according to the expectations what we baked, what was in the model. Because we had the closing then...

Erik Karlsson

You didn't think they would grow and you didn't think they would improve margins without synergies?

Jouni Toijala

No, if you look the timing and the process, of course we had the forecast for the first half and for the second half, and then we started to bake into the numbers by the closing so that we are able to start getting the synergies in terms of the OpEx savings and in terms of then the commercial synergies. Basically, Visionix in a one sentence, Visionix has been performing during the first half what was our expectation at the timing of the signing and closing the deal.

Erik Karlsson

Okay. It sounded like when you did the acquisition that they had an internal plan to improve gross margins and margins because I think it was quite shocked by the low profitability they had at the time.

Jouni Toijala

I think if we compare the profitability of ex-Revenio and the Visionix and the industry in general, the Visionix have had the numbers on black, almost everyone else on red. That was basically known, and then if we think the Visionix, we have had this internal efficiency plan, which they put in a place at the time of the negotiations and bit before that one, so that's progressing.

Then as I said earlier, we have been able to now secure out from €20 million EBITDA uplift, the €5 million already in, so that work is constantly moving forward, and the plan is to get the EBITDA level and improve the margins then up to the 25% by the end of 2029. The plan is there, and it's progressing according to the plan.

Erik Karlsson

Got it. Then on the profit guidance, and I don't know who advised you on this, but I think there's two ways to go.

One is that you don't want to tell the market and then don't guide, or you want to help the market and you do guide, and what the market wants is numbers. They don't want words that are hard.

It just becomes like a game to translate that into numbers. I think either way is fine to go, but to start coming saying what's satisfactory for you might not be it for me, we just get into this ridiculous game.

I think, if I were you, I would either not guide on it or I would just put a number out there or a range then. Just a message to you.

Jukka Kainulainen

Great feedback. Thanks a lot.

We appreciate that a lot, so. We will of course...

Jouni Toijala

I agree that one. That has been the history that like Jukka said, that we have adjective to describe the growth and describe the profitability.

Now what we have been now trying to improve is now that we gave a bracket for the top line, and still did the decision that we use the adjective on the bottom-line part. That's going to remain for sure for the remaining part of the level for the year, but I think this is constantly asked from us that should we actually give a euro amount or should we give a percentage amount, we take that input in, and see then on February, how do we go forward.

Thank you, Erik, for very good feedback,

Jukka Kainulainen

and

Jouni Toijala

we have heard that one earlier that it's not fully clear.

Jukka Kainulainen

Super. Thank you so much.

Jouni Toijala

Thank you for the good questions.

Operator

The next question comes from Pia Rosqvist-Heinsalmi from DNB Carnegie. Please go ahead.

Pia Rosqvist-Heinsalmi

Hi gentlemen. Thank you, still a few questions if I may.

Now I'm going back to the synergy potential you have presented. You target an adjusted EBITDA uplift of €20 million by the end of '29.

I'm just trying to understand here, this uplift of €20 million, how is operational leverage included or is it not included in this uplift?

Jouni Toijala

Are you able to open a bit the question, that what do you mean with the operational uplift,

Pia Rosqvist-Heinsalmi

so? The operational leverage, from assuming your sales will grow, there is some operational leverage in your system.

If I understood your ambition to raise the adjusted EBITDA level by €20 million, in this discussion, how about sales growth and the implications from that?

Jouni Toijala

Hey, thank you, and Jukka, now correct me if I'm wrong, but at the time of when we announced the transaction and at the time of the closing, we iterated the €20 million EBITDA uplift, and the big part of that one comes from the OpEx-related synergies, right, Jukka? Now if you think now the first €5 million, what we now have been able to achieve, so that's coming from the operational side in order to combine the Visionix US team and then ex-Revenio US team, and that's coming from the OpEx side.

Then we also have a commercial cross-sell, upsell part, which is then the part of the €20 million EBITDA uplift, which then comes more from the operational side. We haven't split the ratio, but if you would look the picture what we used, the waterfall, that there's first commercial part and then there's a OpEx part, you kind of get the sense and the feeling how it's divided.

Then the scaling in a way, the OpEx and that part, if we just grow, okay, you kind of get the scale from the growing, but there's only this cross-sell, upsell part that we count as a synergy, not in a way the normal organic side. Or Jukka, do you have anything to add to this?

Jukka Kainulainen

Of course, when you grow, of course, you always lead the business in a way that top line grow quicker than the fixed. If you refer to that, so that's a separate topic, of course.

Pia Rosqvist-Heinsalmi

Exactly, that was my point. So €20 million is kind of from the synergy and then anything you might grow upon in addition to that, that brings more leverage to the equation.

Jouni Toijala

Yes, fully agree.

Pia Rosqvist-Heinsalmi

Yes. All right, thank you.

Then just shortly, when I skimmed through the report, did you directly comment on kind of sales impacts from maybe Visionix selling your products, kind of internal sales that will be eliminated or even broadening the question to potential overlapping products, have you taken this into account in the pro forma numbers?

Jukka Kainulainen

It has been taken into account. I think it was something worth of €300,000 when looking 2025 numbers, so that has been taken into account.

Pia Rosqvist-Heinsalmi

All right. Thank you.

Then finally, if I still can get a clarification of the net working capital to sales profile for the combined company in what ballpark do you see the combination, say,

Jukka Kainulainen

a

Pia Rosqvist-Heinsalmi

year from now?

Jukka Kainulainen

Yeah. Overall, roughly numbers when looking net working capital for combined company end of quarter two, it was in around €60 million level.

Of course we constantly will continue optimizing that going further.

Pia Rosqvist-Heinsalmi

All right. I think this is all for now.

Thank you.

Jouni Toijala

Thank you, Pia.

Jukka Kainulainen

Thank you.

Operator

The next question comes from Nikko Ruokangas from SEB. Please go ahead.

Nikko Ruokangas

Hello, this is Nikko Ruokangas again. I have couple of clarifying questions still.

Maybe now on EBITA, as you're now starting to report that as headline KPI, out of the amortizations you are expecting to report in H2 or kind of on run-rate basis going forward, how is that divided between kind of the amortizations old Revenio had, the standalone Visionix amortizations, and then PPA from this transaction?

Jukka Kainulainen

This amortization includes of course all of those. When looking a little bit the details, the Visionix acquisition brings around €6 million new PPA depreciation, and then on top of that other amortizations we have around €2 million, a little bit more than €2 million.

We are in around €8 million level, a little bit higher than €8 million annualized number going further.

Nikko Ruokangas

Right. Thank you.

Then you were discussing about the leverage post-rights issue of roughly 2.5 in time of the announcement of the acquisition. Is this still a relevant target around this?

Jukka Kainulainen

Of course is in some point, yes. I think when looking the current, I think you're talking about net debt to EBITDA, which was 5.3 in quarter two, and after share issue it goes to closer to 3 when looking the current estimates.

Of course we continue generating cash and profit going further, so that will always the quarter-over-quarter improve the leverage ratio. That's the short-term view.

Nikko Ruokangas

Thank you. Then still on tariffs, which we have been already discussing about, but then I guess that the basis for the tariffs has a bit changed now over this 1-year period.

Do you think that you could receive tariff refunds for the tariffs you have paid under the kind of old basis of tariffs?

Jukka Kainulainen

This is something we are looking after, the refunds from the tariffs, this is the what we are working at the moment actually.

Nikko Ruokangas

All right, thank you. That's all from me.

Jouni Toijala

Thank you, Nikko.

Jukka Kainulainen

Thank you.

Operator

There are no more questions at this time, I hand the conference back to the speakers. Hey,

Jouni Toijala

thank you all. Extremely active call, and if I may summarize at the end, integration moving extremely well forward, I wouldn't be too concerned on that one.

We have managed to get €5 million out from €20 million discussed EBITDA uplift already in. Sales teams integrated in the USA, operative model moving swiftly forward.

Then also we are on the channel side in the rest of the world, we have moved to the execution. Then we are going to have exciting news coming on ESCRS, we continue working extremely hard here in order to grow the top line, finalize the integration, and get the margins up.

Thank you for the participation, and really looking forward to catch up then during the Q3 earnings call. Thank you for your time and interest.

Jukka Kainulainen

Thank you.