Roko AB Class B

Roko AB Class B

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Q4 FY2025 · Earnings Call TranscriptFebruary 5, 2026

Johan Bladh

Good morning, and welcome.

Operator

Welcome to the Röko Q4 2025 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 CEO Fredrik Karlsson and CFO Johan Bladh.

Please go ahead.

Johan Bladh

Good morning, and welcome. To summarize Röko in 2025, we are not satisfied with the profit growth in the year, in particular due to the slower second half.

2025 was a challenging year with political uncertainty impacting operating companies, currency markets, and, of course, M&A. Organically, the main issues have been company-specific and partly related to political decisions in the UK and in the US that have had a negative impact on demand for some companies.

In the UK, an introduced tax increase on pickup trucks has had a negative impact on the demand for 4x4's products. US trade tariffs, not the least on goods manufactured in China, have impacted demand negatively for some of our companies, and in particular Downforce.

Both of these companies have had a negative profit development in the year. On the positive side, we can see that many of our companies have worked well with improving or protecting their margins, and three companies stand out with strong improvements in the year: Renovotec, Rocket Medical, and Brownell, all of them are based in the UK.

Total EBITA growth for the year was 9%, mainly driven by acquisitions and with 4% organic EBITA growth. On acquisitions, there is a mixed picture.

We still see plenty of opportunities, more quality companies than we have done in recent years. I'm happy that we have completed our first acquisition in Italy in December.

However, we would have liked to achieve a higher acquired growth for the year. Going forward, we continue to see a strong inflow of opportunities across markets.

We remain optimistic in our efforts to complete attractive acquisitions. In the year, we acquired three companies with an aggregate 465 million Swedish of net sales, which represent 8% growth through acquisitions if they would have been consolidated 1st of January.

The companies have above average EBITA margin for the group, evidencing their attractive operating models and strong market positions. Leverage continue to decrease and decreased with 0.1 turns compared to one year ago and amounted to two times EBITA.

It's important to note here that in the 12-months period since the end of 2024, we have invested 946 million Swedish in acquisitions. If we continue to page 3, start to look at the quarter, net sales was flat, but with significant exchange rate headwinds.

Organic net sales was flat. EBITA grew 5% with improved margins and also coming from a pretty strong fourth quarter in 2024.

The slower EBITA growth can really be attributed to exchange rate differences and some political challenges that have impacted some companies as mentioned before. Operating cash flow grew ahead of EBITA, evidencing margin improvement and focus on working capital across companies.

As mentioned, we acquired one company in the quarter, and similar to in Q4 last year when we entered France, this was our first acquisition in Italy. It's not a requirement to buy companies in new markets, but when we find niche companies with good margins and strong market positions who also happen to be in new geographies, this is icing on the cake.

For the full year, EBITA increased 9% with sales growth of 4%. The higher growth in EBITA relates to margin improvement and recent acquisitions being margin-accretive.

As seen, the margin improvement of approximately 1 percentage point was driven by higher margin in acquisitions, this was the main driver, and that's then acquisitions completed both during 2024 and 2025, the 2024 ones having full-year impact first in 2025, and EBITA margin improvement in the companies on a like-for-like basis. Margin was partly offset due to negative mix effect, as well as some increased HQ costs largely following the IPO.

Operating cash flow decreased versus last year on a full-year basis, but if we exclude the costs relating to the IPO, cash flow grew with 2%. Since we have the lion's share of our business outside of Sweden, I want to mention currency.

The Swedish krona has appreciated quite significantly during 2025 and have actually continued to do so in the beginning of 2026. We don't have a view as to where the krona will go, but we can recognize that the current development is negative for us on a reported basis.

If the current foreign exchange rates will last for the remaining part of 2026, and all else being equal, we will continue to have negative exchange rate differences in line with what they were in Q4 for the beginning and then tapering off towards the end of the year. If we then continue to page 4, we can see the highlights of the group's financial performance over a longer period of time.

We start this period in 2022 as that was the last full year when we still had equity commitments from our original investors. Similarly to 2024, we had organic sales growth of 2% in local currency, EBITA margin improvements of 1 percentage point to now reaching 21%, and we reduced the leverage with 0.1 turns to two times EBITA.

Over the long term, we have achieved continuous margin improvement, return on capital employed has improved year-over-year, and we have reduced our leverage. The reduced leverage is not only positive, I should say, as it means that we could have had a higher pace on acquisitions.

We're not stressed to be less disciplined in our acquisitions, it's important to note, but we are a little bit stressed to work harder to find good companies to acquire. Turning to page 5, we go through cash flow and return rates.

Cash flow declined 2% in the year, as mentioned before, cash conversion was 75%. If we exclude the transaction costs relating to the IPO, cash flow increased 2% and cash conversion was 78%.

Last year, we had a high release of working capital, which has not really been the same in 2025, and on top of that, our paid tax has increased slightly. We monitor the development of inventory and trade receivables closely and are always working with our local management teams to improve cash flows.

Return on capital employed improved, as mentioned, from 14.4% last year to 14.8%. While not mentioned on this slide, but mentioned before, this was the fourth consecutive year with increased return on capital employed for Röko, up more than 2 percentage points since 2022.

However, it still remains relatively low compared with peers as we are a younger company, and the acquisition of Aiteb in Italy was completed towards the end of the year. The timing effect of such an acquisition on return on capital employed is adverse.

Return on capital employed, excluding intangibles from acquisitions, was 186%, evidencing our asset-light group of companies. Moving on to page 6, this is a little bit of a summary on acquisitions that we have done.

We continued to grow through acquisitions. Since we started in 2019, I should say, we have completed more than 30 acquisitions at an average EBITA multiple below eight times.

EBITA growth was 17% in 2024, driven by strong organic EBITA growth of 9% with acquired growth of 8%. In 2025, the companies achieved an organic EBITA growth of 4% and acquisitions contributed with 10% growth.

However, we had negative exchange rate differences in 2025, as mentioned, of 4% on EBITA. With that, I will hand the conference back to [Etu?]

who will moderate the Q&A session if there are any questions. I just want to say at the last interim report, we had some issues with the chat, and just in case we experience the same today, I would urge you to ask your questions verbally.

Thank you.

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 Jakob Marken from Danske Bank. Please go ahead.

Jakob Marken

Hello, good morning, and thank you for taking my question. I'll start on the margin in the different segments.

You talked about it briefly. Could you talk a bit more about the Q4 and how we should think about that going into 2026?

Of course, very good profit development in B2B and quite weak one in the B2C segment. Of course, as you said, you acquired companies with better margins.

I guess, if you can help us especially in B2C, what's happening there. Is that some Q4-related stuff that we shouldn't extrapolate, or should we think that that would continue into 2026?

Johan Bladh

Yes. Thank you, Jakob, for that question.

I think I start with the easy one then, just to say something on B2B. If we focus on the quarter, it was largely good in terms of margin development, driven really by strong performance of this good or well-performing businesses that we mentioned also on the full year that had a good performance.

If we then focus in on B2C, as a little bit of a reminder, our B2C segment in particular has some seasonality to it, which makes it more challenging to look at purely on a quarterly basis. I just want to emphasize that so that that's clear.

Then specifically, these things that we have mentioned, the US tariffs, in particular, having a significant impact in particular on one of the B2C companies, that was really the main driver in the slow development in the fourth quarter coupled with some seasonality. Then, I think we mention as well very briefly in the report, just in the text under segments, that there are some company-specific events, but in reality, they're more seasonal changes than anything else.

Nothing apart from the US tariffs that we can point to which is alarming.

Jakob Marken

Okay. Perfect.

Thank you for that. Then my second—

Johan Bladh

Maybe, sorry Jakob, I just want to add one more thing. I would really urge as well to look in particular at the B2C segment with a longer timeframe.

If you look at it on the full-year reported number, the margin was flat.

Jakob Marken

Sure. Thank you for that.

Then my second question on M&A, and as you alluded to, you have room in the balance sheet, and you want to have a higher M&A pace. If you can just talk about the reason for the pace being slower.

Is it hard to find the right companies, hard to get the right multiple, or what's the main driver for the slower-than sort of expected or maybe what you want in terms of an M&A pace?

Johan Bladh

I think it's a combination of factors. We remain very disciplined in what we're doing.

We acquired 116 million Swedish of EBITA during 2025, which still is sort of 9% versus the starting EBITA of the year. It's not dramatically off from sort of our internal ambition at least.

That came from three acquisitions. It's a little binary.

If we would have done one more, we would have probably looked at last year's acquisition pace as being very good. There is no clear issue that I can point to which led us to land at that number.

We did participate in a few transactions last year that we were not able to close. Some of them have not closed at all, there is a bit of timing difference and delay in the processes.

I think that could be partly driven also by the political uncertainty in general that I alluded to. We still see plenty of opportunities across markets.

I remain optimistic that we can pick up the pace on M&A.

Jakob Marken

Okay. Perfect.

That was all for me. I'll get back in line.

Johan Bladh

Thank you, Jakob.

Operator

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

Dan Heimer

Morning, Johan, and thanks for taking my questions. I think I had two follow-ups.

If we look a little bit beyond the company specifics here in the quarter, how would you say the general demand situation is now in Q4 versus Q2 and Q3? Do you see any improvements, is it worse, or pretty much on the same level if we look beyond this US tariff situation and other stuff that impact you a bit here?

Johan Bladh

We have a group of very diversified businesses, 30 call it subsidiaries operating in different markets, selling different kinds of products and services. It's quite difficult to give an overall picture, which is not the same that we report in the numbers.

I think that's basically what I can comment. The diversified group of businesses make it challenging to give any additional color and flavor to that.

Dan Heimer

Fully understood. Maybe a little bit on cash flow as well.

You released a little bit of working capital here in Q4. I guess, you typically do that in Q4.

Where are you on working capital levels? Are you on good levels, or you see the need to increase working capital levels if organic growth comes up here?

Also on the higher tax paid here, is it more of a temporary blip, timing effect, or something we should be mindful of? Thank you.

Johan Bladh

Thank you. No, I'll take working capital.

I think, in general, the cash conversion is at a reasonably good level here, call it between 75% and 80%, given that we on a full-year basis actually also have organic growth in local currency. I think there's not too much to do, but we continue to monitor and work with working capital through our local management teams, of course, to make sure that we have an efficient capital allocation.

On tax, I would say that there is a little bit of mix effect in the tax. Some companies that are in higher tax regions of the world have grown a little bit faster than others.

That's basically the main driver. I think, if you think about it sort of on a ongoing basis or going forward, I would normally just assume that the tax rate that we have in the most recent period is the one that will last going forward.

Dan Heimer

Makes sense. Thanks for those clarification.

I think that was all from my side right now, thank you very much. Thanks, Dan.

Johan Bladh

Thank you.

Operator

The next question comes from Anton Brink from Zuiver Capital. Please go ahead.

Anton Brink

Yes, good morning, gentlemen. Three questions from my side.

Firstly, I guess, two on let's say deal momentum. I guess 2025 was disappointed to some extent, but we've seen net debt to EBITDA levels come down three years in a row now whilst some of your peers seem to be very active M&A-wise at still reasonable valuations, I believe.

Where would you attribute the delta to? As a follow-up, also how would you describe the current M&A environment, early 2026 versus let's say 2023, 2024, 2025?

Is it a better environment? Is it a worse environment?

Is it a similar environment?

Johan Bladh

Thanks, Anton. I think good questions.

If we start on net debt, there is no ambition for us to reduce the leverage level over time, but rather to make sure that it's on a reasonable and stable level. That being said, it's at least positive to see that the leverage level decreases when we're not doing M&A in the same pace as we would have wanted to, because it at least tells us that the cash generation in the group is sufficient.

I think we have a reasonably strong market situation, or a reasonably good market situation now. As I feel that I've said this basically every call for the last four ones at least, that the M&A market is better than it was 12 months ago.

I think that still holds. We have more opportunities to look at currently than we did 12 months ago, and 12 months ago we had more opportunities to look at than we did 12 months before that.

In the end, we just need to make sure that we complete the transactions that we have in front of us as well. From time to time, things can happen in transactions that cause them to be paused or delayed or not going through.

We remain very very focused on our acquisition efforts. In terms of what the peers are doing and not doing, it's difficult for me to comment too much, but I think it's just important to bear with you.

We operate a very decentralized governance model in our group. We want to buy strong niche market companies with good market positions and with good management teams.

We put quite a lot of effort into making sure that we are making the right acquisitions. The discipline for us is very important.

Sometimes that can result in less deals being done in a period of time, but we want to do the best that we can to make sure that we're not buying into problems. I feel that the companies we acquired in 2025 were strong niche market leaders in the respective niches with attractive financial profiles and with good management teams.

I feel that was good, and I hope that we can continue to find these businesses going into 2026 and, obviously, beyond.

Operator

As a reminder, if you wish to ask a question, please dial pound key 5 on your telephone keypad. There are no more phone questions at this time.

I hand the conference back to the speakers for any closing comments.

Johan Bladh

I think that was it. Thank you all for listening in.

Actually, there is one more phone question that just came, so—

Johan Bladh

Sorry. Then we take that, of course.

Yes.

Operator

The next question comes from Anton Brink from Zuiver Capital. Please go ahead.

Anton Brink

Yes, I'm not sure what happened. I was kicked out of the call.

Apologies.

Johan Bladh

Sorry

Anton Brink

Anton. Let's say, I guess to reframe, or to conclude a bit on the M&A topic, I presume your target for EBITA growth per year is 15% to 20%.

15 is the base, and I know you guys are ambitious men, maybe close to 20 should be the target for you. Then that would imply that you need a step-up in that sense from recent years' levels.

Is that then also the target for 2026?

Johan Bladh

I think, Anton, I would refer back to I think what we have always communicated, which is that we believe for a business like ours to be successful, the idea is that you should double the business in terms of EBITA over five years, and that comes out with a 15% CAGR year-over-year, which can be driven both organically and through acquisitions. We think, given the fact that we are a very diversified group of businesses, we want to continue to do that.

We want to have some organic growth, of course, in the companies, but we don't bank on too high of an organic growth continuously over a cycle across all companies. Say that that would be maybe 5% and 10% then coming from acquisitions.

Yeah. I think that's more or less how we think about it.

It's important to say we think about that not in a short-term perspective. We think about that really over a longer term cycle.

Call it sort of five years. Of course, you need to hold on to something in a shorter period than that, and then something along the lines of 15% per year is fair.

If you look at it, we did 17% growth in EBITA in 2024 and it was 9% in 2025 with 4% of negative FX headwinds that we can never really forecast or say anything about. We're working hard to make sure that we grow going forward.

That's what I can mention on that.

Anton Brink

Yeah. Then maybe last question is on the B2B margins, which are obviously very impressive.

Let's say ex future acquisitions, where do you see sort of the margin potential of the current B2B portfolio? Is there room for more margin improvement, or are you getting to a certain level where it's more about defending the current margin?

Johan Bladh

I think, once again, just coming back here, on a total level, we actually had negative mix effect on the EBITA margin on a group level in 2025. Why I'm bringing that up is I just want to highlight that the margin development between periods in segments or for the group can move up or down due to the respective growth rates of specific subsidiaries.

We are a group of 30 diversified businesses, the margin profile obviously differs between the subsidiaries. We always strive to improve the margin in each respective subsidiary.

We work together with the management teams of all companies to think about how to strengthen their respective company, but it can be a little bit difficult to comment on the sort of full EBITA margin for the group or even for a segment as there are more things that can impact the development of it just than organically improved margins on a like-for-like basis.

Anton Brink

Fair enough. For example, one of your holding companies, Renovotec, is probably one of the biggest with a maybe above average margin potential.

Are the let's say higher-margin businesses growing faster than the lower-margin businesses, or not necessarily?

Johan Bladh

We're not commenting that on a company-by-company level, but as mentioned, we had negative mix effect in 2025. Actually, in 2025, the below-average margin companies grew faster than the above-average, but many companies lifted their respective margins, driving the organic margin development in a positive way.

That's what we can comment on.

Anton Brink

Fairly clear. Then I won't hold you to do the M&A work.

Thank you very much.

Johan Bladh

Thanks a lot, Anton. Thank you.

There's also some written questions.

Johan Bladh

I think the written questions are, from what I can see, they tend to be focused on the M&A pipeline, and I think we have covered that pretty well, so. Unless there's anyone else having a verbal question, I think that would be all.

Operator

There are no more phone questions at this time. I hand the conference back to the speakers for any closing comments.

Johan Bladh

All right. Thank you all for listening in.

Have a good day.