Boreo Oyj

Boreo Oyj

25.30
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Q4 FY2025 · Earnings Call TranscriptFebruary 13, 2026

Kari Nerg

Good morning from the Boreo headquarter. Welcome to the Q4 '25 results presentation.

I will start the session here, shortly briefing [coughs] on the announcements that we made earlier this week. Following the press releases and communication from Q4 '25, our new CEO, Tuomas Kahri, has been announced to start in his position now in the beginning of April '26, basically in 1.5 months' time.

In addition to Tuomas joining the firm as CEO, he will also lead one of our two business areas, which is the Technical Trade business area. Following the changes and communication, the management team from 1st of April '26 onwards will consist of four individuals: Tuomas as a CEO and head of Technical Trade business area, Mari Katara as before, as the responsible for people and sustainability topics, Tommy Sundbäck of the Electronics business area, and Richard Carlson as a SVP of the Technical Trade business.

Just to clarify briefly, there's been a few discussions in investor forums on this, basically with regards to the company-related responsibilities from the group side, the changes: Tuomas will head in the future, in addition to being responsible of the entire Technical Trade business area, a few businesses in the portfolio, he would be chairing those companies. On the Electronics business area side, it is Tommy Sundbäck and also Jouni Saarlo, our Vice President in the Electronics business area, who both together chair the Electronics businesses.

Then on the Technical Trade side, in addition to Tuomas and Richard covering roughly half of our companies within the business area, it is the two gentlemen, one called Jonas Korkiakoski, the existing or the current Managing Director of Filterit, who's been promoted as the Vice President of Technical Trade, and Mihkel Tasa in Estonia, the Managing Director of our Aiden Nordic business, who are the chairmen of our businesses. This just as a clarification of the responsibilities following the changes announced.

In addition to the changes related to Tuomas and the management team, the company has decided not to recruit a CFO for the time being following the coming departure of Jesse from the firm. We've appointed a gentleman called Rafael Osmanov as an interim head of M&A and financing position, and Sami Hanhela, who's been with us since year 2020, responsible for among other things, our external financial reporting to date, their additional let's say, responsibilities for Sami covering also internal reporting and other items in the future.

These are pretty much the changes related to the organization on the group side that have been communicated, and the organization is eagerly waiting for Tuomas to join and for the new leadership team to take the company forward to the next phase of growth. With that said, we continue to the presentation.

I will recap the '25 year as a whole, briefly the key highlights there. Jesse will continue with some specific comments on Q4 '25 and also more in depth related to our business areas and businesses, and then I will end up with a couple of words on the outlook for '26.

As usual, we will finally take questions that you can ask during the session. Moving on once we get the slides working again.

Year 20 25 in brief, we're happy to see that we were able to return the company back to growth following a challenging year 2024. Growth of sales 14%, increase of operational EBIT by 17% is a strong strong result in continued challenging operating environment.

In addition to improved revenue and profitability developments, we continue to generate strong operative cash flow. Altogether, if you look at our track record in the last 5 years of managing our balance sheet and working capital, we continue to successfully manage the balance sheet, operative cash conversion of 83%.

With the support of improved earnings and also the financing arrangement we completed together with a Norwegian insurance company, Protector, the €10 million hybrid convertible bond, our financial position improved significantly in the last 12 months. Now, excluding two hybrid instruments we have on the balance sheet, net debt to operational EBITDA stands at 2 2.1x at the end of '25.

Following a no-acquisition year in '24, we're also pleased to return back to executing growth via acquisitions and buying two companies: first in Q2, the acquisition of a well-

Jesse Petäjä

Is it working better now? Yes, now it's apparently better.

Kari Nerg

There are many... I hope...

Jesse Petäjä

Many comments. Our moderator says it's better now.

Kari Nerg

Thank you for the comments here, trying to help with the technics. I hope it seems like we're back on track here.

Jesse Petäjä

Yes.

Kari Nerg

We're live and recording.

Jesse Petäjä

Yes.

Kari Nerg

Yeah. Okay.

We get back to... try and get back to...

Jesse Petäjä

Back

Kari Nerg

on track. Now maybe to Niklas there as an operator, maybe you can comment if you can...

It seems like everything's okay now. Now we're operating with Jesse's computer, which we do not see at the moment final tweak.

Jesse Petäjä

Just go.

Kari Nerg

Now we are back on track. Apologies for that, and a note for the new CEO that maybe you can do some improvements going forward for this sessions as well.

I was in the middle of commenting our long-term track record on strategic targets. Last 5 years, if you look at that, we've been growing profits on an average 17% 17% basis, above our 15% target.

However, if we look looking at our capital efficiency targets and financial standing, we have work to do. The drivers and the playbook in improving returns in our situation primarily going forward will be around being able to grow the business, grow profits.

The balance sheet, even though it does continue to provide us with opportunities to optimize our balance sheet to a certain extent, I would generally say that we're managing the balance sheet in a rather good way in the firm today. Definitely going forward, the focus will be primarily around creating growth and growth of sales, and through that, improvement of earnings as well.

With regards to '25 still, if we look at how we managed to improve profits by 17%, that's primarily driven by the 14% sales growth, of which 11% was organic. Looking at the contribution from we did see a 3% contribution to the sales growth from the acquired two businesses.

However, due to mainly the integration process ongoing within the Y-E-R-S business, there was pretty much no additional profit coming out of these two acquisitions. Going forward, as we're getting stuff in order and processes in order within the newly established Y-E-R-S business in particular, we do expect for '26 a gradually improving performance of that new platform, which I think is nicely set up for long-term success.

The sales and profit improvement both was driven strongly by our Technical Trade business area. In particular, there were companies the largest business, Machinery, the other spun-off business from the old Machinery, Machinery MT, and the entire Putzmeister business portfolio that improved trading in the course of 2026.

In addition to having been able to record sales growth, we were able to continue improving our gross margin profile. Extremely pleased to see the long-term development where you see a drastic uplift of gross margins in the last years, primarily, of course, related and due to having acquired businesses at higher margins, an improved quality of businesses within Boreo umbrella due to the capital allocation and investment criteria we put in place in the last years.

In addition to that, we've done, as you might remember from the history, quite a lot of stop-and-accelerate decisions, to say, within the portfolio and within our companies. We closed down low-margin businesses, done decisions to invest in growth in businesses with higher-quality service, higher margins in general.

Pleased to see that this trend has been positive in the last years. Now, of course, there's some impact of the sales mix as well.

We will hopefully in the coming years see an increasing volume of large volume deliveries of machines in certain businesses. If that's the case, then those business will dilute the gross margins somewhat, but definitely not expecting to go back to the historical levels, but continue to operate with this existing portfolio close to the 30% mark there.

As I already said in the beginning, looking at cash generation in the last 5 years, we're close to the 6 years here altogether. We've generated operative cash flow close to the total sum of operational EBIT generated during this period.

Quite a strong strong track record there in managing mainly working capital. Now, at the end of '25, net working capital stood at roughly €29 million.

We expect there to be some optimization to be done going forward as well, of course, then depending on our ability to grow the business. There's some investment that needs to be carried out to inventories as well, but we do expect us to be able to continue managing balance sheet quite prudently.

Two slides which have a bit of more of a longer-term perspective I wanted to note here again that, following the return to M&A with the two priorly mentioned acquisitions, we've now deployed roughly €50 million of capital into acquisitions the last 5.5 years. Even though we're not quite there where we've expected to be from a return point of view at this stage with regards to these acquisitions, we've generated in tough environment roughly a +15% average return for this acquisitions.

Going forward, looking at the positive outlooks, for example, for our defense business, Milcon, Filterit, Dolphin Technologies, and generally a stable portfolio and good portfolio of companies we've acquired, I think there's a clear potential in the future also to report quite a lot of improved return metrics as well. The engine, the one of the two value-creation engines here, the allocation of capital to buying companies at reasonable valuations with high-quality characteristics, I think this is a good showcase that even with all what has happened here in Finnish and Baltic economies in the last years, we've done a rather good job in creating returns for the capital invested.

Finally, before turning over to Jesse, a brief look to the capital allocation track. You can see from here that from a uses and sources of capital point of view are basically the two big dots there, the 50 +€50 million from an EV point of view deployed to acquisitions, which has been primarily funded by the operating cash flow from the businesses, the +€50 million in the last 5.5 years.

In addition to that, mainly due to the losses related to the loss of our Russian business and challenges, we've tapped into and strengthened the balance sheet through the hybrid instruments. I think going forward, definitely the objective is to arrive into a situation by further deleveraging and strengthening the balance sheet to be able to fund more and more of the growth, the acquisitive growth, through cash flows of the business.

Looking at all that, I'm pleased to see that we've been able to now in the last years to improve or increase the importance of cash flow, operating cash flow, in financing the growth initiatives as well. With that said, Jesse, please take over and then review the Q4 part.

Jesse Petäjä

Thank you. A brief look on the Q4 financials.

This was our fifth consecutive quarter with organic sales growth, sales being €46.3 million in the quarter, which represents a growth of 18% from from the previous year. Of this, 12% was organic growth, which is a very good performance from the portfolio.

Gross margins were at 28%, slightly down from last year, but this was mainly due to sales mix and some larger deliveries in the Technical Trade business. Operational EBIT at €2.8 million, a very strong 33% growth from last year, with also margins improving up to 6% on an EBIT level.

This also, as Kari mentioned, for the full year, on the cash flow basis, we had a very strong cash conversion of 100-odd 176%, which was supported by a reduction of net working capital of close to €3 million in in the last quarter. On top of this, order books also continued growing both compared to the previous quarter and then last year's Q4, and we are seeing signs of some improvement in in the industrial side for the demand there, while the construction sector continues to to be on the slow side, at least in our our portfolio and distribution businesses.

On the return on capital employed, we also had an improvement up to 8.8% for for the last 12 months. Return on trade working capital, due to the increased profits and management of working capital, has also increased to 27.2%.

Leverage, as Kari mentioned, due to increase in profitability and a strong cash generation, is going to a to a right direction then combined with the convertible hybrid that we did during the summer in '25. Then if we look at the business areas on a closer level, we have a bit of a division here how how Q4 went for the business areas.

Electronics defended their profitability somewhat despite a decrease in sales. Sales decreased by roughly 13% from last year, being at €17.2 million.

This is mainly driven by lower sales at SSN, which had a very strong Q4 in in '24. Operational EBIT similarly at €1 million, with EBIT margin decreasing to 5.8%.

Despite this, the business area had a quite solid working capital management during the quarter and and the year, return on trade working capital being at a 44% level. On a business side, Milcon still performing up to expectations and SSN continuing with the solid performance, with both of them expecting a a positive '26 development as well.

The short-term outlook in general for the business area is stable, although there's uncertainties in the in the environment, and we we see that in in some of our customers in in the broader sense. Order books, on the other hand, on a positive side, continued increasing from both Q3 and and last year, which will then support us going into '26.

The business area is implementing efficiency measures, which we see continuing supporting profitability going into '26, taking into account that we have some investments in H1 coming up in in Electronics involving ERP ERP projects and such, which will somewhat be visible on a short term, but improve profitability for the for the business area in general going forward. Then if we take a look at Technical Trade, on the other hand, which had a very strong sales growth, significant increase in in profitability.

Sales grew by roughly 50% up to €29 million. This was driven by a strong performance in in the whole business area in general, but especially due to Machinery, Machinery MT, and the Putzmeister businesses having a strong deliveries in at the end of the year.

Operational EBIT, very strong €2.2 million, grew by 143% from from last year, and EBIT margin similarly increasing to 7.4%. The business area has also, due to the increased profits and then well-managed working capital, increased return on trade working capital to 30% by the end of the year.

In general, the positive performance comes comes from several of our businesses, but especially the companies serving process and mechanical engineering industries performed very well, and the profitability improved progressively towards the end of the year. Order book side, similar story to Electronics, grew from both Q3 and Q4 from last year.

Here we had especially strong growth in order books for both Machinery and PM Nordic into '26, with some larger deliveries being weighed towards the end of the year or H2 '26. Short-term outlook, in general, overall reasonable, but there's progressive improvements in in different clusters and sectors within the business area, which are developing very well.

Then, as mentioned, the construction sector is is coming back a bit slower. Finally, for our Q4 recap, a revisit to our financial position.

This is unchanged from Q3. We have total facilities of €76 million in in in use or at our at our hands, and €59 million of this is in use, excluding some some commercial guarantees and credit facilities in some of our subsidiaries.

From these, our senior debt has maturity dates in '28, as discussed in in previous quarters. This was rolled over from '27.

Then our main focus for the financing in the coming year and year and a half is our €20 million hybrid, which has a reset date in Q1 '27. Overall, the liquidity position is is solid on a solid basis going into '26, and our our financial facilities are in a good place.

We have €5 million of of debt repayments coming up in '26, supported by a by a strong strong cash flow generation and good good liquidity position. That's it for Q4.

Kari Nerg

Thanks thanks, Jesse. We will before before going into to to questions, which have been posted now and I've published all of them in the in in in the portal as well, summing summing up the sort of the outlook which which we've we've both sort of commented here.

We we see that the position going into '26 is clearly better than than the year '25. The order books our order books, as Jesse mentioned, in both of the business areas are stronger compared with the the the situation a year ago, also the same goes comparing that to to to the last quarters.

We we do, I mean generally, the the market conditions are are, I would say, still not not, not close to to to being good, but but but it depends. In in general, the the challenging environment and and and modesty, I think, is is there for the Finnish economy and the Baltic economies as well.

We do have the positive we do have we are positioned in certain niches where where the development is really strong, namely the the the defense industry driving a strong development at Milcon especially, but also a bunch of other businesses as well, for example, Machinery, our metal industry-related businesses here in in Finland. On the other hand, construction sector continues to be tough, and, for example, the the outlook here in Finland, it doesn't seem too promising for for this year.

Summing that up, we we do see a solid foundation for for for earnings improvement in in '26. An important comment goes around the sort of the the weighting of our order books.

It is from looking at the last 5- to 6-year history, I think there's there is no the higher than normal weighting of the order books toward the second half of this year. These orders relate to primarily Technical Trade business area businesses, the Putzmeister businesses, Machinery MT, and other companies as well.

When we couple this with the the mentioned ERP renewal projects and the costs attached to those, which would be we've been quoting roughly a number of €0.5 million related to these projects, this will the way we see the world from from the company side today is that the the earnings improvement is expected to be weighted more toward the the the the end of the year. With regards to priorities, clearly the focus here, as always, is is in developing our existing businesses, continue to support and allocate resource also from the group side in in in the the highest-potential situations and companies where we can generate earnings growth.

This is something where we are, I think, in a good position with regards to the quality of management in our business and the work done in the recent years to sort of improve the quality of the portfolio. Deleveraging is is a priority considering the upcoming refinancing exercise that will be there for therefore in the in the short run, and and thereby, when looking at new acquisition targets, it's always in this situation important to make sure the company is well positioned toward the refinancing as well.

All in all, I think given this will be will be the last last results for results update from from the both of us, we're pleased pleased with the situation of the company, having been able to bring the firm back to a a a good situation, I would say. The growth prospects are are there, and and and I think with Tuomas's leadership and the existing team, I think the firm is well positioned to to continue creating value for the shareholders in in in the coming coming years.

With that said, we go to Q&A. There are some questions that have been posted.

Thank you for for those. If I go one by one, starting from the top, the first question goes: "How about Technical Trade order book versus year before?"

I think we both commented that already there. A strong improvement, mainly driven, I think a general improvement, but the the clear uplift there which we can see, which I would call material, relates to to to the quoted Putzmeister piece as an example, and and and also the Machinery and Machinery MT businesses.

There's a second question then goes: "Is there any any one-offs behind the good operational result?" No, there are no no one-offs.

We've been communicating earlier around any adjustments done on earnouts or similar and and so forth, but but there are there are no no no such things now impacting the the the result. There are then three additional questions, starting first with: "The business area is number one is is is on a bit more of a positive side.

Technical Trade was much better than we expected. Was there any one-offs, or do you foresee a better market for your subsidiaries going into '26?"

The one-off piece we already touched upon, no. The market conditions, on an aggregate basis, the market conditions are better than a year ago.

The variation between the units within Technical Trade business area is that scale is quite vast. On the other hand, I don't foresee, and we don't see, the market conditions being, I would say, in any of the businesses worse than a year ago.

I think that tells quite a bit on on the trend. The world is what it is.

It's a bit of I guess uncertainty is the the the the word of the day, but but the information we have today, I think we can be quite confident that that that the direction for that business area is is is right. Continuing a bit of a similar question with Electronics: "Was the weakness within Electronics due to tough comparables, or are the market or is the market environment getting worse?"

It is definitely the purely the quarter-to-quarter comparison was mainly due to a really strong performance of SSN last year in Q4. Milcon also posted strong on a reported basis now, a stronger result a year year back, but but but that Milcon's position has improved quite significantly during the year, and we've done a lot of investment in '25, including also Q4 '25, which sort of push down margins.

Those are so from a quarter-to-quarter comparison, the two major things impacting the result. The third thing is then the Y-E-R-S business and the integration phase, which we've both mentioned that that the the profit contribution from that operation now in the result in the in the entire H2 '25 was quite limited.

We we do see that in the course of '26, we're on a on a on a positive track with with being able to gradually go toward the the expectations we had going into to the transaction as well. The market is not getting worse, or we don't see the signs of market getting worse on in in the Electronics Trade business area either.

There's a in in our opinion, quite significant operating leverage there when the component trading businesses start to pick up, hopefully with some support from the market. That's, I think, something to to to keep in mind.

Now, the growth initiatives we've been generating, those are sort of as a result of investments done into businesses such like Milcon, Dolphin Technologies, or Y-E-R-S RS as well. Then finally, a forward-looking question: "As your financial position strengthens and you become more active in acquisitions again, have you observed any changes in the competitive landscape for acquisition targets in recent years, particularly regarding the activity of serial acquirers in in Finland?"

I would I would frame it this way: the competition has increased in Finland as well in the recent years. It continues to be rather the the amount of parties operating in the space is is continues to be somewhat limited.

We do see in in in transactions the Swedes being being there, also some increasing activity from Finnish actors, but there's definitely a room to play there and and an interesting market, a market to continue working with. In general, I think it is getting into a direction a bit, and there's more interest toward toward this space as well, in my opinion, provides for Boreo good however, a good market to continue be continue to be active active and searching for acquisition targets, which might be totally new platforms or specifically as as as we're working in the business with proprietary sourcing, looking at potential acquisitions to existing companies.

Anything to add, Jesse, there?

Jesse Petäjä

No, I agree. The brokered processes find their way on the table of the Swedes more than they did a few years ago due to the model being more known and the advisors recognizing the buyer candidates more than 2, 3 years ago.

On the proprietary side, I think it's quite unchanged from our point. The number of players is quite stable, maxers come and go.

I think the larger Swedes, they put their proprietary sourcing efforts into other markets, and then some of the smaller Swedes are expanding outside of Sweden, then we see them, but I think on net-net, I think the competition level is slightly increasing, but on the proprietary side, there's plenty of room.

Kari Nerg

Good. Then a final question: "In addition to Milcon, is SSN already in defense business, or could it have growth possibilities there?"

Yes, SSN is present within the defense sector as well, not in the level of materiality compared with Milcon. In a similar way, SSN as is the case with some of the other businesses in the portfolio, there is support for the demand side there as well, but definitely a topic that is on the radar of the management and the guys working in the business, running the business, and from the HQ side as well, and an interesting question and a point of view for also considering potential M&A activities there with SSN.

In general, quite an interesting situation in regards to the defense business, particularly, of course, with Milcon, which is in a really strong position to continue growing significantly in the future. With that said, I think we're closing it from our side.

Thank you for the questions. Thank you on our behalf of the recent years.

As said, this will be the last webcast from our side. Really appreciate the active involvement of many of you there on the line as well.

We will thank the organization and other stakeholders there then directly, but eager to see the new management getting on board and taking the company on a positive trajectory in the future, and we will be making sure the transition goes well and support in the next coming months a smooth handover of our duties to the new team members. I think with that said, we close it for today.

Wish you all a good winter and all the best for the future. Thank you.

Jesse Petäjä

Thank you.