Roko AB Class B

Roko AB Class B

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Q2 FY2026 · Earnings Call TranscriptJuly 17, 2026

Operator

Welcome to the Röko Q2 2026 report presentation. For the first part of the conference call, the participants will be in listen-only mode.

During the questions and answers session, participants are able to ask questions by dialing pound key 5 on their telephone keypad. Now I will hand the conference over to the speakers.

Please go ahead.

Johan Bladh

Welcome, and good morning. From the end of the second quarter last year, we have kept a good pace on acquisitions.

In the second quarter of 2026, net sales increased 31% and adjusted adjusted EBITA increased 37%. The growth was driven by acquisitions, of which one completed in the quarter, and organic growth of 3%.

We have seen the introduction of trade tariffs happening towards the end of the second quarter last year, they have been partly washed out from the comparable numbers. However, there has been additional market uncertainty from the Middle East.

We can see that the increased uncertainty has a negative impact for some of our companies, in particular the ones that sell systems and machinery for B2B customers, as well as some continued continued challenges in construction-related companies. I should say that several of our companies are handling the situation well and are improving their margins both in the quarter and the six-month period.

For the six-month period, the reported margin was flat, but underlying margin increased for the comparable companies, however offset by negative mix impacts as recent acquisitions have below-average EBITA margins. For the six-month period, net sales increased 20% and adjusted EBITA 19%, and the organic net sales growth was 5% for the six-month period, partly offset by negative exchange rate differences of 3% relating predominantly to the first quarter.

Free cash flow after capex can be a bit volatile in the quarters, but if we focus on the six-month period, it increased with 28% as a result of good control of working capital and margin improvement in the comparable companies. I should say here that last year we had costs for the IPO that impacted cash flow negatively with 41 million Swedish in the first six-month period.

As highlighted regarding the six-month period, we have had some negative exchange rate differences. We should also remember here that they have a negative impact also on net income with an additional 31 million due to the revaluations of liabilities.

We have mentioned an improved market for acquisitions continuously for for the last quarters, and I think it's good to see when we look back at the first six months, it's evident that we've been able to complete acquisitions of companies with attractive positions in niche markets. The acquisitions that we have completed so far this year have a combined annual turnover of more than 1.2 billion Swedish, adding approximately 19% growth in net sales for the group on an annual basis.

The timing of acquisitions is not a straight line, and the activity in the first half is a result of improved markets and a good and hard work by the team at Röko, where several several of the companies that we have now acquired has been known to us for many years. While the pace should not be extrapolated into the future, it's worth to say that we still have a good inflow of new acquisition opportunities, and a good pipeline is important for the investment decision process.

Turning then to page 3. Growth in EBITA was 19% in the first six months, as mentioned.

Exchange rate differences impacted net sales negatively with 3% in that period and did have a negative impact on EBITA as well. The net debt to EBITA ratio increased to 2.6 times, which is explained by the acquisitions and with net investments totaling 1.4 billion Swedish so far this year.

While the reported net debt to EBITA is now 2.6 times, it's important to highlight that first and foremost the phasing of acquisitions will have a deleveraging effect as this is based on on LTM EBITA, and that we are also comfortable up to three times net debt to EBITA over the longer term. We can mention that the leverage split is becoming a bit more balanced, with net interest-bearing net debt increasing as share of as share of the leverage, but the put/call option that is declining in the quarter due to the exercise of put/call options as per agreements.

We have a modest leverage in relation to the covenants in our bank agreements at around 60% of the covenant threshold. Turning then to page 4, just looking at the longer-term development, we can see that we have now shown organic growth for most of the years with improved margins and improved return on capital employed, while also growing the group through acquisitions, adding 12 platform companies in the last 3.5 years.

The pace of M&A has been good in the first six months of this year, as mentioned, resulting in an increased net debt to EBITA, which is expected as acquisitions have a direct impact on the on the balance sheet, but not on the P&L. The development of return on capital employed as compared to the end of 2025 is of course expected, keeping the pace of acquisitions.

Turning to page 5. Free cash flow increased in the quarter, and cash conversion was in line with last year if we exclude the IPO-related costs.

We're always working with our management teams to improve cash flows, and currently we monitor potential extensions in delivery times closely, in particular as we have seen an increase in inventory levels relating largely to supply chain complications relating to the Middle East. Return on capital employed increased to 14.5%, driven by profit increases in the comparable companies and partly offset by recent acquisitions.

The ratio can fluctuate due to the timing of acquisitions, but we aim to increase through organic developments and disciplined acquisitions, as it remains relatively low compared to peers as we are a younger company with with high growth through acquisitions. The return on capital employed excluding intangibles remain at a high level, evidencing the asset-light group of companies.

However, it did decline slightly compared to last year as some of the recent acquisitions we have completed have more in-house production and are hence a bit a bit more asset-heavy. Acquisitions in line with our investment criteria and completed at disciplined valuations are however attractive, and we don't pass on them even if they have a negative impact on return on capital employed in the short term.

We're a group of niche companies that predominantly grow through acquisitions, as mentioned. Since 2019, we have acquired 34 companies, and we've added more than a handful of add-ons.

We're sector-agnostic, but strict in our criteria, and therefore the timing of acquisitions is not straight. We've now managed to acquire approximately five companies per year on average since 2024, and added high-quality niche companies to the group at an average EBITA multiple below eight times.

If we look at the four acquisitions this year, we have followed some of these for several years. Our continuity in our ways of working and the quality of the people stands out, and I credit the team here at Röko for their tenacity.

The pipeline of additional opportunities remains healthy, with several high-quality companies that we are assessing for the future. With that, I will hand back to Maria, who will operate the Q&A session if there are any questions.

Thank you all for listening in.

Operator

If you wish to ask a question, please dial pound key 5 on your telephone keypad to enter the queue. If you wish to withdraw your question, please dial pound key 6 on your telephone keypad.

The next question comes from Dan Heimer from SEB. Please go ahead.

Dan Heimer

Yes, hi Johan. Good job in the quarter.

Had two questions here, maybe starting a little bit on the P&L development. You had 3% organic sales growth, but the organic EBITA growth seems much higher than that, and based on your comments that the new acquisitions have come in with lower margins.

What would you say the main improvement in profitability across your portfolio companies is versus Q2 last year? Is it cost?

Is it mix? Is it pricing, or what's driving that uptick in profitability?

Thank you.

Johan Bladh

Thank you, Dan. Sorry, I got the first question.

Are you going to take the second one after I've answered this, or do you want to take that?

Dan Heimer

Yeah. I'll save that.

We take them one by one if that's fine

Johan Bladh

with

Dan Heimer

you. Perfect.

Johan Bladh

Thank you for that, Dan, and great to speak with you as always. I would say in general, we don't comment on the organic EBITA throughout the year.

We will present that towards the end of the year, as but just to be very very clear here. I think we can say that the companies and subsidiaries that have utilized the current situation and worked with pricing more as a tool, they have been better off than some of the others, I would say.

Coming back to what they have done over a long period of time is to develop their product and service offering in a very good way, giving them the courage and the potential to increase prices of their products and services at this time. They have basically been favored.

I would say it's a relatively mixed development across the group, but the managing directors that have done such a job have been favored in the period.

Dan Heimer

Perfect. Thanks for that color.

Maybe a little bit more technical for my modeling purposes, but could you remind me a little bit of the seasonality of newly acquired entities? I know you had a negative impact in Q1 from seasonality from M&A, and now I assume it has turned positive then.

Do they have a similar earnings contribution in Q3, Q4, the newly acquired entities, as in Q2? Or is Q2 typically a strong quarter for the newly acquired companies?

Johan Bladh

I would say it's not a strong seasonality, I would say, but you could say that Q2 is a bit better than Q1 for the companies that have been acquired, but it's more representative towards how it would be facing out into Q3 and Q4. It's more the fact that some of the companies that we acquired, actually the ones that we acquired in Q1, had a relatively slow first quarter.

Dan Heimer

Okay. Then I got it.

Perfect.

Johan Bladh

It's not so severe so that we comment on seasonality more than that, I would say. As you know from the past, we do have seasonality impacting the first half of the year from, call it, the old companies that we owned when we went into 2026.

I would say some of this seasonality that comes in now, it balances that out, but that's still a relevant comment even going forward on a group level.

Dan Heimer

All right, then I got it. It's more of a Q1 thing then, and then it evens out throughout the year.

All right. Maybe I'll throw in a final one if I may, just a little bit on your commenting on the Middle East situation and I guess that mainly impacts you in B2B and some of your industrial capex sales.

Has that situation sort of cleared throughout the quarter? I guess we'll see what happens ahead.

Did you see more positive outcome in June versus in the beginning of the quarter in those companies that were worst impacted by the whole situation, or is it too early to say, to say?

Johan Bladh

I feel that it's a little bit too early to say if it has improved. I think we have quite few companies that have direct sales into the Middle East.

Most of this relate to I would call it issues on delivery routes and supply chain as well as some call it market uncertainty, which is very different in our diversified group of businesses. I'm not going to say that we are through the issues here and have clear skies ahead, but hopefully we will see an improved situation, but think it's a bit too early to say.

Dan Heimer

Fully understand that, and it sounds more like indirect effects then rather than direct effects from things that are going on. Okay.

I think that was all from my side right now, I'll jump back into line. Thank you very much, Johan,

Johan Bladh

and

Dan Heimer

have a good summer.

Johan Bladh

Thank you, Dan. Have a nice summer.

Operator

As a reminder, if you wish to ask a question, please dial pound key 5 on your telephone keypad. There are no more questions at this time, I hand the conference back to the speakers for closing comments.

Johan Bladh

All right. Thank you all for listening in.

I just want to finish off by saying that as highlighted and as mentioned, we have seen a bit of a mixed development in the first six months and also in the quarter. It's a little bit easy to get stuck thinking about the concerns, but of course there are many people in the group who have done a great job to deliver these results that we show in this quarter.

Many managing directors have worked actively in their markets to increase profits through margin focus, and also many people here at Röko at headquarters who have done a great job with regards to acquisitions, really following businesses for a long period of time. With that, I just want to say thank you to all of those and thank you for listening in.