mutares Stock

A very warm welcome indeed to our H1 2026 earnings call. My name is Johannes Laumann, I'm the CIO of Mutares and back from holiday, batteries loaded, full of energy. And if you miss Mark Friedrich, he's still on holiday somewhere in Southeast Asia, enjoying family and life and will be next to me here on Q3 then again.

I will take you, as always, a quick summary of what's happened in H1, the financials, the portfolio update and finally, the invitation to our Investor Day. So when we look at H1, we have conducted EUR 3.4 billion in total group sales and EBITDA of EUR 349 million.

And the most important number here as well is the EBITDA, the adjusted EBITDA of EUR 67 million because that stands for the consolidated performance of our portfolio companies. In addition, and I will not read out all the highlights, we have reestablished a full compliance with the bond covenant by June 30 in '26. And we have completed a bunch of work with the closing of our largest acquisition of the SABIC business, which we call NexPoint since Q3.

Further U.S. expansion is planned, and we expect significant actions on buy side, but especially on sell side on the closings in the H2, where I will give you an insight later on. And then last but not least, again, obviously, we confirm our guidance for fiscal year 2026 as we always do because we always deliver what we have promised and that quarter-over-quarter, year-over-year over the past couple of years. When we go a little bit into the financial and the details, conducted revenue of EUR 3.4 billion, slightly higher than previous year.

We'll get a significant uplift in the second half of 2026 because the additions of Nord Gas Solutions and the addition of SABIC, former project name NexPoint, the new name of the business will significantly boost this number in the second half. EBITDA is below, but this has to do simply with a lot of goodwills and badwills, which differs from '25 to '26. So in '25, we had large acquisitions with large badwills of Buderus and -- of Buderus, which is not there in '26, but there will be also a significant uplift here in H2 because -- especially because of the SABIC transaction of NexPoint, which will boost that far and beyond the EUR 1 billion mark.

And then very importantly, adjusted EBITDA, we improved the performance of our business of more than EUR 150 million compared to prior year. This is the pure operational performance, and we will see that later on in the segments where it's coming from and where we're still lagging behind.

Adjusted net income of EUR 6 million, previous year, EUR 70 million. Previous year, there was still a big portion within the Steyr exit. The exit of NEM, which we have announced but not closed yet, will be closed in quarter 3 very soon and will have here an impact of north of EUR 100 million. That's why we are absolutely confident of the guidance '26 as well. And despite the fact we are a little bit behind with exits, you can't schedule.

When we come to the segments, as I said, on adjusted EBITDA, first segment, Automotive, we slightly increased the revenues, more or less, the portfolio is the same. Adjusted EBITDA also increased. If we talk about automotive, obviously, you have the European part, you have the global part and the mix of this is the result of here. So I still believe if you are a good manager and if you can manage automotive, you can still make money, and this is what we have proven in H1. It's not everywhere a depressing barbecue. You just have to do your job and manage the things well.

If you look at the Energy & Technology, there, you see a steep increase in profitability. The Energy segment, obviously, is the golden diamond. It's the rock star industry of the moment that we also see with our participation. Infrastructure defense, same situation here. So we have kind of stabilized the turnover, but we have done a significant improvement on the material side, for example, compared to last year, which pays off here. And defense infrastructure, obviously, is also a segment which is doing very well at the moment. Goods and Services, stable from revenue, stable from loss-making.

And here, we have a very good business and stable business in the B2B service companies like, for example, Palmia in the Nordics, like Nervion, a very stable business there. But obviously, the retail is also going into that. And as we have announced previously, retail is not going well. We don't get the returns, and we really, really want to divest surely but slowly here. The biggest negative driver here is Lapeyre in France.

When we now come to our portfolio update, we have a portfolio still of the 5 segments. It's automotive mobility with 4 companies. It's the Energy & Technologies segment with 6 company, which is a lot of fun, obviously, at the moment. Infrastructure and Defense, you also see the results there with 10 companies. Then we have goods and services with a really depressing barbecue here at the retail part.

And then we have Chemicals and Materials with 4, but the 2 big ones which we are going to bring in there are signed but not closed yet. So -- but the total revenue here expected is far and beyond the EUR 2 billion mark. So the NexPoint business comes in and the chemical business we have acquired in Czech Republic will also pop in, in quarter 3.

And then as you used over the past couple of quarterly updates, quarterly earnings calls, we give you -- we want to give you a snapshot and insight on one of the portfolio companies. And for H1, the portfolio companies we would like to introduce is Nord Gas Solutions. Nord Gas Solution is a company and acquisition, and we have also a lot of people listening to that call, Mutares employees.

This is where everybody knows I fought for this business heavily. This we signed very close to Christmas, and we closed the transaction in H1. Nord Gas Solutions is a provider of supply services of liquefaction, offshore and onshore in the marine business, LNG, other gases, so everything which is currently asked, which is the segment at the moment, which is there. The business has in the range of EUR 400 million to EUR 500 million of turnover, and we are very happy with the development so far over the year.

Business in the first 7 months has generated an EBITDA, which is north of EUR 30 million and holds a significant cash position as well. So Nord Gas Solutions, as we speak, is a company which is growing heavily. Nord Gas Solutions is a company in the liquefaction of gas, LNG, ammonia, hydrogen, biogas. So this is really a growth market here, a mega market here, a mega trend here, and we are very happy to own this business. And I would like to give you a little bit more insight in the movie clip, which follows now.

[Presentation]

Nord Gas Solutions, to me, one of the or the most valuable asset we have in our portfolio, very close to my heart, but certainly in the same league like Buderus, SFC, but also NEM where we have worked hard on the exit and we'll close it. So this is a business which we have acquired in order to grow and in order to provide maximum shareholder value in the months and years to come. I love it, and it's a growth business. And as you have seen in the clip, I think something also to build on for the next years.

Last but not least, I would like to invite you to our Investor Day 2026 on Thursday, November 19, in London in the location C LA VI. We have replaced the location or moved the location from Frankfurt to London because we also want to attract a more global international base on this as the central financial hub here on the continent. And it should also set the scene for the future, global growth, global profitability and maximum shareholder creation.

One last comment, c'est la vie, London. Life is also not easy. And if you open the newspapers, you can imagine that and you feel it on daily life. It's the same for me. It's the same for us here in Mutares. Buy-side deals are getting more expensive or taking longer than we think. Restructuring is getting slower than we think or getting more expensive than we think and exits maybe are postponed by 1 or 2 weeks or 1 or 2 months or deteriorating.

But at the end of the day, I believe and we have proved that we will always win. And I believe also for the second half of the year, we will be successful. We will buy successfully, we will restructure successfully, and we will exit successfully our companies. I give you my word. Thanks for joining. Enjoy the rest of the summer, and we see us for the quarter 3 results. Thank you very much.

Welcome, everybody, to the Q1 update call of the Mutares Group. My name is Mark Friedrich, CFO of the group next to me is Johannes, CIO of the group, and we will hold or will run you through the presentation today.

As last time, I will start with the management summary and then dig into Q1 2026. Johannes will take over again, portfolio updates and the outlook. Since we just spoke 2 weeks ago, I just want to repeat the management summary that we already presented last time. So last year, we reached quite a significant number in terms of holding net income, EUR 130 million, we reach our target here, where we're in the range. Also group revenues were in the range and communicated a guidance of EUR 7.9 billion to EUR 9.1 billion in group revenues and holding net income of EUR 165 million to EUR 200 million for 2026. The basis for this is actually the pipeline on sell side and buy side here. And actually, the basis for this, again, forms in the successful capital increase that we completed by the end of April.

When looking ahead already, next milestone for us where we see each other then is the Annual Charter Meeting beginning of July, where the company proposed a EUR 2 dividend per share. When looking at Q1 financials, we again made a step forward in the group, reaching EUR 1.7 billion in revenues. Second half will be much stronger in terms of revenue and also EBITDA and adjusted EBITDA due to the completion of the already signed transactions, namely the ones that we presented last time, Borealis and -- or Wärtsilä and Jadeed that will then massively contribute to the financials in the second half of the year.

EBITDA, already again, EUR 160 million due to the bargain purchases of support transactions that we closed in Q1. I will mention the ones once we look at the life cycle. Adjusted EBITDA of EUR 11 million made a big step forward compared to last year across a lot of different portfolio companies here. Also here, I would name a few when we look into the segment.

The net income of the holding is pretty much flat here compared to last year where we had EUR 30 million due to the exit of Steyr last year. This one -- this year, we had no exit in Q1 instead we already included here the consent fee of approximately EUR 6 million as an expense already. Therefore, you see a negative result. Otherwise, we would have been positive, as we communicated all the time that due to the consulting business, we also generate positive earnings.

Looking at the portfolio and the different segmentation now for the first time with the 5 new segments that we have communicated here that we want to steer here also in the future. You see that 4 out of the 5 segments have a positive adjusted EBITDA reached in Q1 and only the one Goods & Services, it includes the majority of the retail part is still negative. When starting at the top Automotive & Mobility, we still have here reached a positive adjusted EBITDA in due to the big progress here in SFC Group and also Amaneos Group. Last year, we had a one-off year. That's why you see a substantial amount. But here again, I think it's a good progress when looking at the different portfolio companies here.

Energy & Technology did a turnaround here from minus 15% to plus 21%. Here, we have included NEM Energy and Efacec especially and both have pretty much made a big, big step forward compared to last year, contributing massively positive to this segment. The new segment Infrastructure & Defense also made a big step forward here. And here, we have included, especially also Magirus that is a big step forward in terms of adjusted EBITDA, and we continue to do so throughout the year. I already mentioned Goods & Services, which remains in terms of the retail part, the complicated one, but we have also here in the segment quite a lot of different good ones. And these ones are performing well. And once reaching the life cycle will also dig into the different entities.

Chemicals & Materials as a new segment introduced due to the upcoming acquisition of Jadeed now we have here included Holliday Pigments. But once we have reached the second half of the year, we will see here also much higher numbers.

As always, we update our life cycle and the cluster into the 3 phases that we communicate all the time. And we have highlighted here in the life cycle the portfolio companies in green that we have upgraded, we have not downgraded any entity and say we have upgraded 12 entities. And as you are familiar with our business model. We also target to divest already from optimization phase, but the majority should come from Harvesting. When starting here also with the realignment phase, you see the companies at the bottom left. So ones that we closed in Q1, HARO, Holliday Pigments, Ferrari and Mimovrste and these combined entities contribute massively in terms of bargain purchase.

On the right side, you see the financials attached and it looks like quite sound, quite okay, negative in terms of profitability and realignment, breakeven in optimization and substantially, positive in harvesting. And when looking at the harvesting phase, we see here a lot of entities, and that's pretty much the transparency about what we had in the management summary where we said that we have a big pipeline in terms of exit potential. I mean looking at the life cycle, pretty much, this is what we actually also intend to deliver here throughout '26 and '27.

And with this, I already hand over to Johannes for full year update.

Thank you, Mark. I don't want to repeat what was said 2 weeks ago. However, I will take you quickly on the portfolio and also on the outlook, and I would like to do that to give you a little bit of insight on the operations side and specifically on one company called Donges and how we work, what is our day-to-day, in-and-out challenges we have. And then on the outlook, I will give you a little bit of insight on the M&A work. So how do we made the SABIC transaction happen in the U.S., which is now planned to close by the end of June.

So if you look at our portfolio, the 5 segments, we are leveling into the 5 segments, which also gives us a good portion to be risk balanced. We are focusing at the moment on the buy side on the Energy segment, on the Infrastructure segment, on the Defense on the Chemical segment and on Industrial Services segment, where we see great opportunities to grow further also in Europe, but also especially in America and Asia.

And one of the companies on the infrastructure side, we're having here in our portfolio is Donges. And we would like to go a little bit into detail of Donges. I'll explain you a little bit how we work, what is the day-to-day challenge. So the transaction was done in 2017, we bought a steel -- manufacture steel business from Mitsubishi Hitachi at that point in time. They were very busy in the energy segment on the coal side of the business. Very much into buildings and very little into bridges. And we took over this business in 2017 November. Actually, this was my last job as the CEO before I became a Board member in 2019. And I went in with a group of people. I went in with guys like Mathieu, like Christian Klingler, like Kristian Schleede, who is today leading the Supervisory Board, and we made a restructuring plan. We made on a piece of paper, on a blank piece of paper. We made -- we draw the future of the business, what we want to achieve, where we want to go. So we want to cut off the energy in the coal segment and we want to go into bridges.

This was the overall strategy, what we did. And step by step, we had to conduct some social plans. We had to shift capabilities. We had to shift capacities into this new operation. And step by step, we grew the company from at that point in time, EUR 35 million in sales, to today, more than EUR 110 million in sales, and we grew the company from negative profitability to almost 10% profitability as of today.

So Donges is situated in Darmstadt in -- very close to Frankfurt and is the leading steel bridge maker in Germany today. Quite some impressive buildings. And quite some impressive bridges as well, constructed over the past years.

And with that, I would like to give you a little insight on Donges more what they do, and we have a little clip for you.

[Presentation]

This was an insight on Donges, a company we developed very well over the past years. Under the leadership of Dr. Wolf Cornelius, who you saw in the beginning and the end of the movie, which brings me over to the outlook because Wolf is our young creative spirit and secret weapon we have. And Wolf was a very, very big contributor also to the outlook on the M&A transaction of Jadeed of the SABIC ETP business.

Would you have to give an insight a bit on how we made a deal, how we come to the deal and also give you an update where we stand and where the business are. How do we work on M&A side. So we got into contact on this transaction through our network, and then we were approached by investment banks and the investment banks came to us and say, do you want to have a look. And we immediately formed a global team because we have the U.S. part, but we also have a European part. So we formed the team in the U.S. and in Europe in order to collaborate on the transaction. And operationally, we added an operations team led by Wolf Cornelius to evaluate the operational situation, the market, the technical skills, the equipment we would acquire. And overall, this led to the fact that after a very intense negotiation over Christmas, over New Year. So for us and for the team, there was no Christmas and no New Year party, because we signed a deal on January 6 in London together with the seller side.

This was an intense transaction where everything has to fall into each other and click together. So the M&A team is obviously the sourcing bit. And the heavy lifting there. But it needs to click in with the operational knowledge and the know-how brought into the picture. It needs to click in with all our stakeholders on the guarantee side, with our stakeholders on the financing side, with our stakeholders on the legal side, on the tech side, on all at the diligence side, it needs to click in. So putting a deal and assembling a deal together in the size of Jadeed, is an absolute great teamwork, and everybody needs to be willing to fight for his or her colleague in order to make it happen in order to make it successful.

We have transacted on January 6. The deal is planned to close by the end of Q2. And in the meanwhile, we are following up on the business. And on the business side, the company is developing as planned from an operational perspective. And obviously, we have now a little bit of support from the market due to the Iran conflict where oil prices go up and very much the sales price of our products selling to the oil price, which means higher oil price, higher sales price. The impact on the feedstock is not neglectable, but it's also not compensating this profitability. So at the moment, we are quite happy, business is going in the right direction, the market is going in the right direction, and operationally, they have done what we have expected since we signed a deal on January 6.

There is still some restructuring necessary after we close the transaction. So in the summertime, there will be the heavy operational lifting then. Handover will happen to the operations team, and we will move forward with this transaction and then have it, as Mark mentioned before, in the second half of the year, full ownership of the ETP business from SABIC mainly in North America.

So this should give you a little bit of insight how a deal on the M&A side is structured, very proud of this and can't wait to have it then live in quarter 3 with us.

Thanks a lot for listening in. Shortly after the earnings call of '25, we hope to give you a little bit of update on Q1. We see each other again on the 18th of August, we will public our half year's results on the 13th of August and then have our call, the 18th of August. The difference in dates is just pure to the fact that I'm on holiday on the 13th. So we will hold the call on the 18th.

Thank you very much for hanging in. Have a good time, and happy summer. Bye-bye.

Welcome, everybody, ladies and gentlemen, for our fiscal year 2025 earnings call. With me today is, again, Johannes. And I will start today running you through the management summary and a reminder on business model, then coming to the financials '25. And after that, I will hand over to Johannes for portfolio update and outlook.

Starting with the management summary. I want to highlight the financials, obviously, in the beginning, we achieved the net result in the holding within the guidance, EUR 130.4 million and also made again a big step forward in group revenues. So the group again expanded quite a lot in '25, reaching EUR 6.5 billion and also with the preliminary financials and also with the press release today, we again repeated our midterm target of an annual growth of group revenues of at least 25% until 2030.

Together with the financial statements, we published also the dividend proposed by Board. Supervisory Board and Management Board together proposed EUR 2 to the Annual Shareholder Meeting in the beginning of July, which is consistent with what we said all the time, we want to have this minimum dividend as long as we expand, we want to balance it between what we need in terms of capital for expansion, but also want to keep shareholders here participating in the development.

The capital increase came to the final conclusion today with the shares starting to trade today and also the funds have been transferred today. So it's closed by today, the capital increase, which was quite successful. We had a very high subscription rate of almost 100%, it was 96% and also has already lined up quite a huge demand in case we would need that for the rump placement, but not necessary.

We want to use this capital for the expansion, especially in the U.S. We have it here on the page. We see huge growth opportunities in the U.S., especially in the segments or in the industries, energy, chemicals and manufacturing, where we have built up now quite a big pipeline already and the U.S. will be the main driver of the development until 2030.

On the other side of our business model, we always want to divest. We have built up now quite a good portfolio that is ready to be divested. We will see it later in the life cycle statement, where we see 10 portfolio companies by the end of '25 in the bucket harvesting.

Looking to the current year 2026, we have guided here for group revenues of EUR 7.9 billion up to EUR 9.1 billion, mainly driven by the acquisitions that we have already signed, namely Jadeed and Borealis that Johannes will explain later on. In combination with the budgets that we have collected and approved for the group that exist, we come to the guidance of EUR 7.9 billion up to EUR 9.1 billion in group revenue.

For the holding net result, net income, we guide for EUR 165 million up to EUR 200 million, also based on plans about exits and divestments and in terms of also what we want to invest in the expansion and in new offices that we want to ramp up, just recently started with Tokyo.

Just as a reminder on the business model, we are a global PE private equity investors focusing on turnarounds that we ideally acquire from corporates. We have now expanded all over the world, just recently opened in Tokyo. We have now 15 offices across the world, which are a key success factor for us that -- for us, especially result normally first in acquisitions in the countries or regions and then the team is also responsible for the divestments.

With this, we have already built up quite a strong track record in the offices that we have for a longer period, especially in Europe. And we want to use the portfolio that we have now built up for our increase in profitability in the holding and the growth is normally coming from bigger acquisitions. With this, we want to achieve a return on invested capital within our holding period of 3 to 5 years of 7 to 10x.

Coming already to the financials '25 and starting with the overview that you are familiar with revenues of EUR 6.5 billion, also here within the range, big step forward compared to last year. Most -- our biggest impact comes obviously from acquisitions, mainly the ones that we executed in the beginning of the year, Magirus, Buderus, that were contributing to group revenues more than EUR 0.5 billion in 2025.

EBITDA also quite influenced by the acquisitions due to the bargain purchases that we normally have due to the nature of our business model since we acquire a lot of assets and equity for a low price because the assets have a need for turnaround and transformation. And therefore, we have reached the almost EUR 700 million of EBITDA.

And adjusted EBITDA on the other side that is normalized for these one-off effects due to in and out in the group has also improved significantly, and we will see it on the next page in the different segments from minus EUR 85 million to minus EUR 31 million, quite a big step forward, especially in Auto, Engineering and Technology. Holding net income has reached EUR 130 million, mainly due to the exits that we executed in '25, namely Steyr Motors, Fuentes and also Terranor.

When looking at the development of the different segments in the group, and you see here 4 segments by the end of '25, when we see each other in a couple of weeks and talk about Q1, you will see the new segment, Chemicals & Materials. By the end of Q4 2025, we stick to the 4 segments that you are familiar with, and you see that we made quite a good progress in automotive in terms of the turnarounds here from minus almost EUR 50 million adjusted EBITDA to minus EUR 9 million, mainly due to the development of SFC and the Amaneos Group.

In Engineering & Technology, you see the biggest step forward here in 2025 in profitability. This is due to Efacec, Donges and also here the Guascor Group, which made a big step forward in 2025. Infrastructure & Special Industries remained negative or turned negative compared to last year. Here, we had Buderus, which was actually quite a good from a holding perspective, quite a good transaction, but obviously contributed to negative due to the acquisition in Q1. And also Magirus is in the bucket here that was undergoing a quite substantial turnaround in 2025. And in combination, this ended up with minus EUR 40 million adjusted EBIT.

Last segment, Goods & Services remained quite flat, obviously, quite dominated still from -- by Lapeyre. The headwinds remain, especially across Europe when it comes to retail. And I think we already said half a year ago that this is a segment that might have no future within the Mutares Group.

Looking at the life cycle, we see the familiar 3 phases here, busy realignment, and you see a substantial loss in adjusted EBITDA, which is normal for us with more than EUR 160 million. The bucket is quite packed here, and you see also names that we talked about quite a lot. You see Efacec in there, but also Magirus, where we communicate that these are valued exits as they are. They will move forward here when we talk about it in Q1 already.

Optimization, you see that we are now actually where we need to be. We are close to the breakeven level when it comes to adjusted EBITDA this year, also slightly positive with plus EUR 10 million. But the biggest step forward was clearly in the Harvesting phase where we see also the biggest jump here of almost EUR 120 million in adjusted EBITDA. And pretty much all of the 10 entities contribute positively to that amount here of EUR 120 million, almost EUR 120 million. And you see also here the names that we talked about it that we consider quite valuable also when it comes to an exit.

And Johannes will go into details for some of them. And with that, I hand over to you.

Thank you so much, Mark. We will use these earnings calls also a little bit to dive into our portfolio and give you a little bit of update in the earnings calls of the quarters, you typically will see one of our portfolios more in detail, and I will summarize a couple of them going forward in the next minute.

So when you look at our portfolio overall, we consider 5 segments in 2026, as Mark has said, Auto, Engineering, predominantly energy segment, Infrastructure & Defense, Goods & Services, predominantly B2B services and then Chemicals & Materials as the new segment where the SABIC transaction took place.

So overall, those segments are roughly 40 companies, more than EUR 10 billion of annualized sales. And when you see our business model, right, and we buy these underperforming assets and we buy times like this where uncertainty in the world, geopolitical crisis, those are diamond for us. This is brilliant in order to acquire s***** businesses, which we want to turn around and make money out of it later on.

So -- however, we buy the uncertainty. We buy a business which is not working, we identify it. And with our operational forces, we try to turn around the business. And when you look at the overall portfolio and roughly 10% of what we buy, we made the wrong estimations. We took the risk, but it didn't materialize. 70% of what we buy exactly materializes in the way like we have planned.

So we go in, we do the restructuring plan. We make our management consulting fees. We potentially take out some dividends if things are going well. And at the end, we come to an exit, which gives us the 7 to 10x of return on invested capital over the life cycle.

So -- and then we have 20%, which outperforms, which perform much better and which gives us a much better return than we have expected. So in the past years, for example, Steyr was one of these exits. I wouldn't be honest if I would say I knew it when I acquired Steyr from Thales a couple of years back. But obviously, we had a plan with Steyr going forward, make 7 to 10x cash. And ultimately, it brought us EUR 170 million, so a lot, lot more than we have expected. So those are the 20% bucket, which is the one which outperforms.

And in the next couple of minutes, I will introduce you to 3 of these 20% buckets. And I will not only introduce you to the 3 of the 20% buckets, but I will also introduce you to the 3 of this 20% bucket, which are potentially coming to an exit scenario in the next 12 to 18 months, which also is reflected in kind of some sort of soft announcement we have made.

So one of the companies, which is the one where we believe it's going much, much better is Efacec. So Efacec, we bought from the Portuguese state, negotiated a deal starting in '21 with our Madrid office with Santiago. And we turned the business around. So from minus EUR 70 million, the business is double-digit million positive. Business is growing, and Efacec predominantly does transformers. Transformers for grid upgrades, transformers for data centers, together with switchgears, the package which the hunger of energy in the world requires in order to grow. And the business is now restructured. It makes money. We have slightly invested into upgrading test facilities in order to increase even further the output. And certainly, in this current environment, Efacec could be in the next 12 to 18 months, a very lucrative candidate on an exit side.

Next one is the NEM Group. NEM Group, we acquired from Siemens Energy is a heat transforming business. very much related and connected to the gas turbine. So wherever you need a gas turbine, you need a heat transfer system to control the in and outflow of it. And the company we bought from Siemens Energy, we have restructured the business. We have a huge order book. We have just also won a very large order in the LNG part, offshore LNG in Europe and in Southeast Asia. And the company has a bright future. And the company is making money. We have turned it around. We have made it stable. We made it entrepreneurial. And obviously, in the actual moment of the hot assets of energy, this is something we might also consider to divest.

And last but not least, the third one, which was in the soft announcement already yesterday was Magirus. Magirus, a manufacturer of mission-critical vehicles. You see 2 pictures here on the slide, firefighting trucks, but also military trucks, military applications. Magirus is a company we have acquired from Iveco. We have gone through a heavy, heavy restructuring. I think last quarter, Fatmir Veselaj, the CEO, was here presenting Magirus in a nutshell. And this is certainly a company, defense sector infrastructure critical, which will make us a lot of fun in the future and especially on the exit side.

Coming to a quick outlook. And also there, I would like to deep dive a little bit into portfolios rather than giving the general outlook at all. So we are expecting 2 closings of buy-side transactions in the coming months. And I would like to go a little bit deeper into that and introduce them. So one is, as Mark mentioned, from Wärtsilä Gas Solutions, a liquefaction business. So we do products, we do processes of liquefaction of gas, any kind of gas starting from biogas, LNG, ammonium, you name it. And obviously, this is a market currently, which is extremely growing.

So we are back in the energy sources to the traditional energy, oil, gas and Borealis is -- Project Borealis is one of the beneficiary of that -- the beneficiary of those investments. So whenever you need to transport gas and liquefy gas, you need a company like Borealis. It's an [indiscernible] market. Order intake is super high. Profitability is double digit. It outperforms at the moment what was our expectation in the very beginning. So we're very much looking forward to close this transaction with Wärtsilä, own the business and then drive it further. Currently, the company makes EUR 450 million of turnover. The order book is close to EUR 700 million. So a very, very bright outlook here, thanks to the change in the perception of the energy using.

And then I think the company which was discussed the most was a project called Jadeed, the ETP business of SABIC, predominantly in the U.S., which we acquired. In January, we signed the deal. We do expect a transaction close here also in the next months. We need to overcome here anyhow a heavy load of restructuring. But obviously, current market situation and being in the U.S. thanks to Uncle Donald here. Jadeed is one of the beneficiaries here as well.

We benefit on the one side because we have a lot of manufacturing capacities in the U.S., we benefit from the tariffs the U.S. has applied for imports, number one. And number two, we benefit from the price increases we could materialize towards customers because obviously resource of oil is very much linked to the oil price, the sales price of the product. So the higher the oil price, the higher the sales price of our product is, there is a direct link to that.

So we are very optimistic also there to close the transaction in the next couple of weeks and then own the business and take the joy of owning a business, which has had a great help from the market at the moment, and we enjoy the ride on this one. So those 2 transactions will bring a different picture, obviously, also to the group financials. We'll bring a lot of equity into the picture. We'll bring a lot of sales in the picture.

And in addition, especially Jadeed, Jadeed marks a milestone in our U.S. story. U.S. is a market where we want to grow. We see a huge pipeline. Fabio Picconeri and his team in Chicago. We're going to expand the U.S. We're going to have a second office set up soon in Houston. And we really want to go into the market of energy, into the market of chemicals and metals and infrastructure into America. And this is a growth market in 2026 and onwards.

And maybe to close today's earnings call, and I don't want to repeat all what Mark said. But we had -- 2025 was a record year, and this record year is only possible with a lot of people and a great, great team. And I'm very proud that I can lead the squad of some of the people you see here in the picture, who've done the hard work, go the extra mile, who always stay positive, who fight day-to-day on the turnaround, who fight day-to-day on a deal, who fight day-to-day on an exit, who fight day-to-day on all the supporting functions to make this great, great results happen what we have and to make the great outlook we have in '26, '27 and onwards happen.

So thanks a lot, please, to the team and you deserve it, and it makes so much fun to stand here and present the results and know what all happened in the background to make this happen.

So thank you very much for today's call. Thanks for joining us. Stay tuned, stay with us, and we are looking forward for another record year 2026 with Mutares, which I'm very sure we will achieve because we always delivered what we promised. Thank you very much.

A very warm welcome to our Q3 earnings call today here in very exciting and also a very challenging time. Let me guide you through the agenda, starting off with a repetition of our business model, then I hand over to the Q3 financials to Mark. And then we have in the new former, the portfolio update and today's guest is the President of Efacec, Christian Klingler, who will join us then later in the presentation, and then I will give you an outlook to close the presentation of today.

Let me remind you on our business model and our mission, values, vision and our goals. At the end, our mission is to transform distressed companies. And what we see today is that, especially industry segments like construction, like chemical, also like auto, obviously, are really distressed segments, distress sectors, which are really, really into at the moment and where we see great opportunities at the end of the day.

Overall, I will mention our vision, our goals, as I described before, we are buying garbage companies, and we are trying to look for the diamond, find the diamond, work on the diamond and sell a diamond for maximum shareholder value creation.

Investment highlights. Quick repetition. Distress carve-out out situations. I think we have proven that over the past years and years. We want to look for turnaround distressed assets. So with our operational workforce with 160 people we have on the ground to make the company tomorrow a little bit better than it is today.

We are operating in the 4 segments, which you're familiar, the auto segment, it's engineering technology, infrastructure and special industries and goods and services. And at the end of the day, we want to turn around the business, and we want to buy cheap and sell expenses.

But let me elaborate a little bit more on the geographical expansion, the latest one, which we have announced that we're going to Tokyo, that we're going to Japan. We have just -- I'm coming just back from the notary on the establishment of the entity in Japan. We have found an office in Japan. We have found a leader of Japan, who will start in Q1 2026. And our motivation for Japan was this is an industry which exactly represents the segments and sectors where we are in. So we will see a lot of opportunities in Japan, but also from Japanese corporate outside Japan where we need to be in Tokyo in order to facilitate the deals.

That's in the auto segment where the Japanese industry is strong. It's in the heavy equipment where they're strong. It's in the energy equipment, also around O&G.

And finally, it's in the logistics segment. All these segments, all these industries where we, as Mutares performed very nicely and very well over the past years. That was our motivation to open up our Tokyo office, and I'm super excited that in Q1 '26, we're going to start our operation there.

Let me describe quickly and we stick a little bit longer here on how we work on a day-to-day basis. So we take a decision of an acquisition. We take a decision based on is it the right industry? Is it the right size? Do we know how to operationally turn around? And at the end, do we make 10x cash over the holding period?

So we have the acquisition part and still for the remaining year, I do still expect three -- at least three acquisitions on the buy side here. And then we speak on realignment. The realignment is the heavy restructuring part, which we are doing. We are going into the company with our operational team, and we're trying to make the company better.

It's not always going in and saving costs. It's also improving, for example, customer quality, improving the product we have, going in the product portfolio. So we recently acquired a company from NBIX where they have a plant in Romania, where one of our OEM customers, we produce the components for them there.

And when we entered, we found a product line, which was the main product line of this facility, which more than 100% scrap rate. So 100% scrap rate, this is basically the death of every business and of every plant. This is what we found. And Sebastian and the team over there did a fantastic job to reduce it further down and make the customer happy. So the customer is replacing the new model with us again and even extend they're ordering here. So this is the effort, the operational effort we take on the realignment.

In the optimization, we really create value. Realignment, we saved the company optimization, we create value. We grow the company, we grow the customer base. We try to improve the costs. We conduct potentially, if needed social plans as well. And here is really the creation of the value.

And then last but not least, we're harvesting. We exit. We exit the companies, which we have done the heavy realignment where we have done the value creation we want to exit. And still this year, I do expect three exits at least on that side regardless any capital market transaction, which could happen. And maybe on the acquisition and harvesting side, let me add one comment.

Apparently, it's very difficult to plan on a timing perspective, an acquisition and plan on a timing perspective in exit. However, there are so many different things which have an influence on that. And at the end of the day, a lot of transaction activities, it's like buying Christmas gifts. A lot of transaction activities happens in the last part of the year. It's like the 23rd of December when you still hunt for your Christmas gift.

And this is why we see a lot of transaction activity on acquisition and sell side as well in quarter 4 in November and still in December, what I said. And maybe the timeline is not what we can influence too much, but what we can influence is the transaction security, and we will deliver the deals by the end of the year.

And coming to the Q3 financials, I will hand over to Mark for a deep dive here.

Thanks, Johannes. So as always, it's a pleasure to run you through the key financial year-to-date, Q3 here. And as always, starting with the overview page of the four main KPIs that we have guided for, for the full year.

And as already did the last time, we have also included here the key or the -- the relevant KPI that drives these financials that we guide for here below the financials. So starting with group revenues, we have -- compared to last year, an increase of 20%, almost EUR 5 billion. Main impact, obviously, as always, the acquisitions that we have done throughout the year.

And especially the big ones, Magirus, Buderus that contributed quite a lot. EBITDA also influenced heavily by this. We have reached more than EUR 700 million added in Q3 here, another EUR 100 million, a bit more than EUR 100 million due to the acquisitions closed in time [ to ] near that were done here.

And on the other hand, we also have normally an EBITDA, a positive impact also from the harvesting side. Here, we have done an exit of Terranor and the partial exit of Locapharm. The adjusted EBITDA, also the key financial that we guide for when it comes to the operational performance of our group has improved in Q3, even though since the majority of our business is still in Continental Europe. It's normally a weaker period of the year with August in between or July, also in between here.

But still, it improved more than EUR 25 million in Q3 here, ending the full year or the year-to-date, Q3 here was a bit more than EUR 60 million in losses, which is quite normal due to the size of the acquisitions that we have done now in the last couple of months.

Here, the adjusted EBITDA, I just want to repeat is also influenced by the positive development, and we will hear that also from us later on in the portfolio update, but also in the following pages. We're looking at the different segments by the progress of the existing portfolio that is in realignment and optimization, but also negatively influenced by the acquisition since, as Johannes just said, we acquire loss-making entities.

Finally, looking at the holding KPI, the net result, net income has compared to half year increased a bit more than EUR 10 million due to the partial exit of Terranor Group and partial exit of Locapharm. We have reached now more than -- more than EUR 80 million. And like Johannes said, we want to progress here also towards the end of the year. We're delivering more exits. And compared to last year, you see that we have improved P&L quite a lot.

Looking at the new segmentation in the overview here, we see that automotive and mobility is doing actually quite okay, especially SFC Group has delivered also in Q3, quite a positive result here, reaching now EUR 90 million, and this has improved just in Q3 by EUR 12 million. The focus is clearly on optimizing the footprint, adding selectively sell some entities that help to overcome the existing challenges of the portfolio.

And on the other hand, the global footprint remains clearly critical. Also, we have to accept that pretty much everybody -- everybody's strategy is to produce local for local. That means we also need to have a footprint, yes, we need to have something in Europe and in Asia.

Then looking at engineering and technology, also a segment that has when you look at the comparison to Q2 financials improved quite significantly now in Q3 with adding approximately EUR 25 million of adjusted EBITDA in just Q3. And this was driven by pretty much almost every company that is in the segment, but here, especially also by the big ones, Efacec, Donges and Guascor.

In this segment, we also had Clecim that could finally be closed here in Q4. So it's left -- this is purchase price, positive purchase price, we also communicated in the press release that we have here achieved our target of return on invested capital.

Looking at infrastructure and special industry that is pretty much the newly formed segment here, which is substantially negative, which is okay because here, we have, especially Magirus and Buderus, which are big having annualized revenue of more than EUR 300 million both and by nature, also then contribute substantially negative here.

But you see also in comparison to last year that this segment has been boosted pretty much by the acquisitions that we have executed here in the recent months.

Then the final segment, Goods & Services, that is a segment where also we have here the highest negative EBITDA mainly driven by the headwinds that we have still across Europe in consumer spending.

And here, this is mainly driven by the majority of the retail and food companies that have been trusted into the segment. On the other hand, we also see some promising development at Itera, GoCollective and Pioneer. And in total, this ends up with the figures that you have seen on the page before. Then coming to the life cycle, you see that it's pretty much quite crowded at the top in the harvesting phase and at the bottom in the realignment phase, which are pretty much dominating the group. But in between, we have the big companies, F. UNITED Amaneos, especially here together with Lapeyre. So that's why you see a big revenue share in this bucket.

But -- on -- in the harvesting phase, we have here a substantial number of companies that are pretty much ready for exit. You see also here that we have reached a decent level of adjusted EBITDA, so profitability here. And on the other end of our value chain and realignment, we have quite a lot of companies here. And in total, they sum up for more than EUR 100 million of losses in adjusted EBITDA, which is okay, which is typical.

It's approximately 10% of negative adjusted EBITDA. That's what we normally see also in the acquisitions that this is the level that we acquire.

And with this, I already hand over back to Johannes for the portfolio update.

Thank you, Mark. And let me give you a little deep dive on the portfolio update. As we speak and prior to the acquisitions and sell side, what I have just said before, we hold 5 companies in the Automotive & Mobility segment, 10 companies in engineering technology, infrastructure and special industries, 6 companies were still Buderus is in, where we have conducted the exit in -- officially in October. We're closing that happened. And then Goods & Services with 13 companies which is the consolidation of Goods & Services from retail and food, as Mark just said.

Taking the deep dive on the first one. And maybe let me, basically, the harvesting optimization and realignment, repeat again. So everything you find in harvesting is either in preparation for exit or in execution for exit. Everything you find in optimization is the value creation after having restructured the company. Everything you find in realignment is to stabilize the company and make them survive. So those are the three phases we have it in. But at the end of the day, this is what we go through.

Quick snapshot on each of them in the segments. So Amaneos plastic injection molding business, interior exterior. I think we have done just recently a very, very nice order intake from a large truck maker here in Europe. It's a lifetime project of EUR 3-digit million in turnover. And it's for one reason, very important because it was the largest entry ticket to the truck market.

So Amaneos was really focusing on passenger cars, and this was the first significant order on the truck we have received in the truck segment and so our strategy of diversifying from passenger to truck really paid off here very, very nicely.

Overall, you saw the Q3 figures, it's a challenging environment, but we believe we are very nicely set here. And we have on one of the other plant and one of the other product lines, we have a lot of challenges. But on the other hand, I think overall, we can be quite okay-ish happy with the automotive mobility.

When we come to Engineering Technology and later on, you will hear Christian Klingler on the Efacec portion. Let me point out here the Donges Group, where, at the moment, Donges Group is a combination of Donges SteelTec, which are making steel structures predominantly in the infrastructure environment and then a building material company for walls and roofs which called IP.

And what we see is we see the largest order book in history. Infrastructure projects are coming in, international development are coming in Middle East, super strong here, U.S. super strong here, but also the German and Austrian market on infrastructure project when it comes to bridges and when it comes to other infrastructure, buildings are really pushing the order intake here.

The management around Wolf and Andrew, I think, have conducted here a very, very nice job so far in the year 2025. When we look at Infrastructure & Special Industries, we have heard last time a lot about Magirus when Fatmir Veselaj, the CEO, was here. Let me focus quickly a bit on Terranor. Terranor just announced the Q3 numbers. We still hold more than 70% of the shares. We have IPO-ed that in Q3 last year, which you see in the numbers. We still hold the shares.

We have a very large order work, very nice tender season coming around in Sweden, where we have very promising order intake ahead of us. And then last but not least, the first sites from the first signals from benefiting from the governmental spend based on that they entered the NATO in the Nordics, in Sweden and Finland. And that they apply to invest into the infrastructure. We see the first signals also that, that turns into revenue, order intake and profitability for the company.

So we are quite happy with the development. Q4 is always by far the strongest quarter. Signals are good to achieve the guidance, signals are good to achieve the order intake and segments are very good for the month and years to come. So we're very happy of having that. Obviously, as a financial investor, we are opportunistically in selling further down our 73% of the shares.

And last but not least, goods and services, as Mark was saying, here, we speak about the Goods & Service and the retail and food part. Let me pick out there Alterga, which you find on the very bottom Alterga is a network infrastructure company in Poland. I think we have done a very nice restructuring there. So team [ Tibu ] and the team has done a tremendous job on Alterga. We used the tailwind of the market quite nicely. So Alterga, for example, one of the companies where our original business plan was over exceeded by far compared to what we thought when we acquired a company, and we'll certainly move in 2026 closer to the harvesting phase.

And with that, I think the deep dive of this quarterly earnings call is the Efacec Group and with very lovely welcome Christian Klingler, President and friend.

Thank you very much.

And Christian will take over now for the group.

Thank you very much, Johannes. It's a pleasure to be here. So my name is Christian Klingler. I'm a Managing Director at Mutares, and he also had the privilege to serve as Chairman of Efacec. Over the last 2 years, I have spent my time in Porta with our in-house consulting team, and we have done a very successful restructuring. We found a situation where the cost was too high, and we had to tailor this cost base to the revenue core.

Secondly, we also have seen that the company needed a streamlining of its product strategy, which we have done. And also, thirdly, we have completely derisked the company, which meant that we exited very risky EPC businesses also in geographies, which were risky in the past.

Now the company has completely changed. It's much stronger. It's much more innovative. And it's also, most importantly, generating profits. With this said, empowering the future is Efacec's slogan and you'll now see a short video that gives you a better insight into what that means. And I hope you get inspired by this video as much as we do every day. Thank you very much.

[Presentation]

Thank you, Chris, for sharing that with us. Having gotten, I think, a very good insight here, maybe you give the audience a quick outlook also on how you see how it's going, how you see the performance of the company, '26, '27 after overtaking this heavy restructuring.

Yes. That's a very good question. So -- in the infrastructure market, energy infrastructure is at the moment, super hot. So this year, we have seen an order intake of EUR 430 million. Our backlog stands at about EUR 700 million, so -- which is great. And so we predict for next year to increase our revenues to approximately EUR 350 million. And with an EBITDA of EUR 42 million. And for the year after, we expect to get even better. We hope to also be able to enter the U.S. market, which for us is a key market.

So I'm expecting to reach hopefully around EUR 450 million revenues with more than EUR 60 million EBITDA, hopefully. So very promising.

Thanks a lot. And I can confirm Porter is not the worst place to absolutely to work. Thanks so much, Chris. And let me bring you to the outlook before we close the session today. On the transaction activity, we have conducted already five sell-side transactions year-to-date. As I said before, in total, I expect six more transactions to come. I think especially my teams in Spain, in Milan, Munich, Nordics and also Dominic in Warsaw Poland. They know exactly what I was talking about. And we -- there is more to come, as I said, in the last finishing off that year.

On holding level, we can confirm and we confirm our guidance of the EUR 130 million to EUR 160 million of net holding profitability. As we do on the group level, the revenue of EUR 6.5 billion and above, clearly positive on the EBITDA side. And the adjusted EBITDA, Mark has just shown the Q3 results, and we expect to continue in that direction.

So when you look at the segments, the four we have, we have experienced significant growth this year. And this will continue with more buy-side acquisitions this year and obviously, also in the future, where I said before, we also see outside the segments, for example, in the chemical and materials sector, we see great opportunities for us to further grow the business and further take the opportunities which are out there the market.

Automotive, we have grown significantly by EUR 0.5 billion. Infrastructure special industries, especially through Magirus, we have grown this portion, engineering technology is the sell side, is an exit segment at the moment because the market is so hard, partially overheated. So we'll love to sell in that market. And then Goods & Services, as I said before, and Mark repeated this as well, is the melting part of Goods & Services. And Retail & Food. The Retail & Food is challenging.

The industrial service, the logistics services the Altergas in the network services, those are very, very nice developments we have seen there. So overall, there is a lot more to come in the next weeks, and then we take the rest on Christmas. Load the batteries.

And then in 2026, looking forward to further grow business to further grow profitability and to enter the Japanese market as well, which I think is a very, very exciting part of 2026. So thank you very much. Thank you, Mark, Thank you Christian, for joining me here today. And the entire team also behind the scenes, Jessica, Noemi, who made this happen here today. And thanks a lot. Stay tuned. It's hard to say in the mid of November, but Merry Christmas, Happy New Year. Keep following, and you will hear a lot from us in the next weeks until you then around the Christmas tree. Thank you very much, and bye-bye.