Randoncorp S.A. (BVMF:RAPT4)
Brazil flag Brazil · Delayed Price · Currency is BRL
5.26
-0.02 (-0.38%)
Apr 28, 2026, 5:07 PM GMT-3
← View all transcripts

M&A Announcement

Jan 17, 2025

Operator

Good evening, everyone. We would like to thank the presence and participation of everyone in this video conference, where we will share the information about the acquisition of the assets of AXN Heavy Duty that we're bringing to the relevant facts today. This event has simultaneous translation to English and sign language interpretation. To have your audio in English, you must click on the interpretation button on the bottom bar. To have the audio from the translator, only select original audio. Mute. This is being recorded and made available on our website with investors. The information in this event is not guaranteed of performance, involves risk, and uncertainty because they talk about future events. Therefore, depend on the circumstances that can or not occur.

In today's video call, we count on our CEO, Sergio L. Carvalho, that will pass his message talking about the details of the operation, followed by Anderson Pontalti, Vice President and International COO of the Motion Control. We'll talk about this acquisition, how it connects to the company's strategy, and follow up with Vice President, Executive. We'll present the structure of the operation. Finally, Estevão Allebrandt, our Finance Director, will conduct this Q&A session. To participate in the Q&A, you must click on the button Q&A or send through WhatsApp your question. You can indicate your participation at any moment following the instructions on the screen. If you don't have time to answer all the questions live, we will get in contact after the event. I pass the floor to Sergio L. Carvalho for his presentation.

Sergio Carvalho
CEO, Randoncorp

Thank you, Carvalho. Good evening. Thank you for being with us in this call.

With a short announcement on Friday evening, we will try to be as objective as possible. Thank you for being with us. We are very excited to share with you this realization of our company. We're going to elaborate a bit why we are so excited, why it's so important to us. What you have in your screen is our objective to try to describe a bit how has been our evolution for North America. On the left in this spot, you have a bit of our history, auto parts, especially Master exports, brakes since 2002. Fras-le, our Motion Control Company, does exports from Brazil since the 1990s, and we had the acquisition of Haldex in 2006. In a more recent past, we had an expansion of our activities. We had the beginning of exports of Auttom and Suspensys Industrial Automation.

We acquired Hercules in 2022, and with Fremax acquisition, we gained exports to Mexico and to the U.S., exporting brake chamber. We went to Mexico in 2021, so a group of activity that increased. What we have planned, what we see on the right side, is more meaningful as we have communicated with you. Our objective here, if you allow me, I'm going to start from the bottom up. We have a company in solutions, digital solutions in the U.S. We're opening our office. We have a few projects here. DBServer will be in the U.S. also. We are offering more solutions, automation, industrial automation through Auttom. We have many projects in the United States. We want to bring all those disruptive technologies that we've talked about to you in Brazil. We want to bring it to the United States also. In our OEM, we had acquired Hercules.

Our objective now is to grow organically, expand our portfolio, maybe an acquisition in an appropriate moment, smaller acquisitions focused on niche segments. Inside Motion Control, we just announced this week the conclusion of the transaction, Kuo Refacciones . Since Tuesday, it's ours. This movement is very important. Besides this, we will continue to work on the expansion of this brake product and the portfolio of the Light Line focused on the U.S., where we have almost nothing yet. The other lines, the blue bullet points, we're going to expand our auto parts is objective. OEM in the U.S. expansion, we're going to bring the disruptive technologies here and cast our foundry and others. I'm talking about U.S. and growth in aftermarket also. In this OEM expansion, we have trailer segments. That is very important.

This slide has this objective to give you an idea of the increase of activity that we have according to what we have communicated and planned. This slide has the objective to give you a perspective of how the North American market is segmented and how it compares to Brazil. The North American market, U.S., Mexico, and Canada, we are showing the U.S. numbers only here. There are many segments in the market. It is depressed. The volume is 245,000 units compared to the 89,000 units that we had in Brazil this last year. The American market, 360,000. North America, 400,000 units. We started to work the segment through Hercules. We're expanding the product portfolio, heavy trucks, Class 8, and the U.S. alone, 254,000 units. North America, 310,000 units in a compressed year. Hard or else it would be 10% higher. Heavy trucks, forgive me if I'm explaining too much.

They have a unique dynamics where they accept more expensive product as long as it brings a benefit for them. The fleets act very much. The segment has specificities. A bigger market, 300,000 units in North America alone, compared to the 80,000 units that we have in Brazil. Medium trucks, Class 5, 6, 7, are 250,000 units. It's more stable. We have a standardization price. There's not a lot of freedom. It's very stable. It doesn't vary as much as the others. It's not so much cyclical work. Special vehicles. We have motorhomes, special trucks, specialty vehicles, niche vehicles, concrete, unique platforms, not assembled on traditional vehicles. Special vehicles, 30,000 units. It has different dynamics, this segment. Margin is higher to buses, urban buses, interstate, 28,000 units, 217,000 units, 243 in construction equipment. In aftermarket, a fleet of 21,000 vehicles, 21 million vehicles compared to the Brazilian market.

What we are mentioning here to you is to give you an idea of the size of the biggest market in the world. One of the biggest. China is also huge, but in the Western world, without a doubt, is the biggest, a lot bigger than Brazil. And this is our objective. This is our objective. This trailer segment is the focus of today's talk. The trailer segment in the U.S. uses two types of suspensions: pneumatic, which you see in light blue and dark blue. It's the mechanical suspension around 60% pneumatic, 40% more or less air. The U.S. has a unique characteristic that we only have here.

There is a platform that slides the suspension, and the axle is connected with these sliders. It changes. It slides under the trailer to meet the law, the scale law that's different from state to state. That's why it has to slide.

60%, as I said, air suspension, of which 48% has the slider that has a high added value, and 12% where it's connected directly to the chassis. The big player here is Hendrickson, with 45% of the market integrated product. It's not sold apart. In the blue line, the dark blue, we have 40% of mechanical suspension, 29% have the slider, 11% doesn't have the slider. Here, the axles supply is separate. The biggest player here is AXN, the company that we are acquiring. Regarding suspensions, the big vendor is Hutchens. Last year was the first year they're increasing. 23% started. AXN started last year, and they're increasing. This is the context. This is a picture of the entrance of the company. This marks our entrance in the auto parts segment geared towards trailers. AXN is not focused on trucks or specialty. They're focused in trailers.

We want to expand with time, seeking other segments also. This is what we have to present to you. We want to increase volumes. It's the biggest Western market, bigger than Brazil, many folds. The geographic diversification that we want in terms of currency and a strong brand. It is seen as a main player in this market. How this is inserted in our strategy. Internationalization focused in North America. We spoke about this access to OEM market and the expansion in aftermarket synergies. We do transactions if we have synergies to enjoy the market that's in the low. We will say this. It's a low market right now, so it's a very interesting moment, a strong brand expanding our product portfolio. We are exposed to a strong currency in its asset light company.

To highlight what's in green, these are the most important items, the main reasons associated to this transaction. It has to do with what we want and what we're saying. This reinforces our participation in the external market, US and Canada. Here's the revenue, 24, around 390 million reais, $65 million. EBITDA adjusted around 5%. We will talk about synergy. We have how we can bring these margins to higher levels. The acquisition price was $12.3 million, 74 million reais. A multiple that's interesting. We will have an inventory of this company consigned for 18 months. For cash flow, this is very interesting. This inventory is around $37 million, 223 million reais. The inventory is in the US. We will reduce this stock, this inventory in the end of 18 months. We have obliged to purchase the last inventory. You will see it's very interesting for us.

The territory of the company is U.S. and Canada. We have suspensions in Mexico. Just to remind you, the main portfolio, axles, and suspension for trailers. This company was founded in 2009, has around 70 employees, has one factory and one distribution center, actually two currently. We're taking on one. It's in Louisville, Kentucky. 90% of sales are in the United States and the rest, Canada. 90% of sales here is OEM. 10% has to do with spare parts. It's asset-light. They do a lot of assembly. They don't have a lot of manufacturing. More assembly and distribution. What we are acquiring is a company that does the same that we do in spare parts. Access to the market. It's the name, a reputation, the ease. As I said, they assemble a lot of axles, suspension, buying from several American vendors.

A recap of our journey. The lower part of the slide, you see all the transactions we had since the beginning and Master '86, the transactions in the recent past, several transactions, Castertech, Master, Fras-le, Suspensys, Castertech. Regarding internationalization, we brought Suspensys in 2019. The other slide we showed 2021 because with COVID, we stopped and reopened in 2021. We purchased EBS, you must remember, four months ago, three, four months ago in the UK. And now we announce here AXN Heavy Duty as the newest member of our portfolio of companies. And to continue to talk about this project, Anderson Pontalti that headed this initiative for us. We'll continue giving details for you. Anderson, the floor is yours.

Anderson Pontalti
VP, and International COO, Motion Control

Thank you so much, Sergio Carvalho. Thank you, everyone that's with us on this call. Very good. Done this on short notice.

It's an honor to have you with us on a special day, a celebration day. We're very happy with this acquisition for the reasons that have been mentioned by Sergio. Please, we should remember always that we had in the last six, seven years a lot of important acquisitions with great results, well leveraged through synergies and the combination of businesses of all our business verticals. As an example, Castertech machining, a complement to foundry, almost fourfold increased its cash generation. We're talking about EBITDA, the acquisition. These are public numbers. EBITDA, 30% increase in one year, 60% in Juratek in the UK, showing that we can capture synergy outside of Brazil. Castertech Schroeder, 8.2% increase in two years, Fremax, threefold in five years, and Nakata, our more robust acquisition, went from 70% and increased three times in three years.

This shows the capacity to capture synergy and to create value for the shareholders. Diversification is what we seek of revenue continuously and the continuation of OEM auto parts vertical. It has 76% of OEM in Brazil and 70%. Aftermarket continues 9% in the composition of this vertical, but external international market has increased going from 15% to 21%. When we have a combination of business that protect us in the economic cycles and geographically protected politically also. The revenue acquired added only with these two units acquired by the vertical, EBS last year and Juratek today. We have a potential of revenue increase of around BRL 682 million for 2025, BRL 70 million EBITDA added to Randoncorp results as a whole. This ramp continues to grow. We have a dominant presence in Latin America with Randoncorp and Fras-le Mobility.

Our units have relevant presence here, and we see an expansion for the northern hemisphere with the EBS acquisition, with many positions in that geography. Juratek has a solid position in the U.K., and now adding Hercules, we take another relevant step, an important step in the United States with this acquisition. Sergio mentioned our greenfield movement. AXN is going to the market. This goes to the market. We start to embark solutions combined in Brazil and other geographies, having a promising future for our business beyond our borders. Here's a bit of the product portfolio and the company. The main product is axles and several combinations, technical combinations with drum, no drum, with brake, no brake.

It has a massive presence in the market as leader for trailers, supplying axles, the springs that compose this mechanical suspension to the left, together with the integrated suspension and pneumatic suspension and the slider, which is very important for Randoncorp market. It's a product that's very American characteristic. We see the differences of rules from state to state. We have to reposition the axle under the trailer as a consequence to meet state legislation. This has an interesting added value. It's new to Randoncorp because we can capitalize in that geography. Here's a bit of what each product represents. Axle is 80% of the company's revenue. Suspension 11%. The slider is 3%. And other products, especially spare parts, represent 6%. When we segment, and this is an important and specific characteristic of AXN, with the drop of the container chassis segment, this represents 30% revenue of the company.

That's why we are acquiring in a contracted market. North American trailer market, including integrated chassis, reduced 35% from 2023 to 2024. The container chassis, the segment container chassis, 90%. We're talking about 5,000 products in a full year when it's normally 40, 45. This is a positive bias of this acquisition. Normally, this distribution, this pie chart, is between 60 and 70% focused in container chassis and 40 or 30% focused on trailers. But this is a reality of 2024, one of the reasons of the timing of this deal on our side. Here are a bit of the synergies that we can see. Obviously, when we start to speak with the salesperson or the people that are part of AXN, new ideas will come up with our business combination.

We estimate already 60 million of EBITDA captured in the next five years, which would take us to a multiple of below one of the acquisition. Where will we see the synergies, especially? Because we are acquiring and the market is low, it will go back to normal, and this year or next year, we will have a more favorable market, and we want to gain market share, especially in trailers growing aftermarket. With this, we can offer the aftermarket line and heavy line in that geography. We have the channel. We must see product and reposition in that geography, offering complete solutions, navigating from axles to suspension and to sliders because we have knowledge and technology of our company's suspensions in Brazil.

Besides this, we have many technologies leveraged by advanced technology, IHL, where we believe we're going to create a lot of value in innovation for products in the segment that can be breakthroughs in that geography. There's a lot of things happening in our non-structured products for this type of product that can bring a competitive advantage. The cost line, expenses, we believe there will be a consolidation of supply chain. What resources are identical, this will give us better contracts. Optimization, logistic costs, and working capital. It's something we identify during the process, during the negotiation and talks with the target. Expansion and integration of global footprint. We understand there can be a possibility to use this footprint, adding product lines as well as optimization of the footprint as we did in other situations.

And the lowering of fixed costs with the market increase that's retracted, but also the ease that we have as a corporation to enhance our back office structure that supports the business through geographies that are already present. Basically, these are the slides that I had for you. I'd like to invite Paulo Prignolato to continue. Thank you.

Paulo Prignolato
CFO, and Investors Relation, Randoncorp

Thank you, Carol, and Sergio, good evening. I thank you for participating in this important moment for Randoncorp talking about the operational structure very quickly. As everybody knows, for some years, we were wanting this increase in North America. Due to this, we had prepared the company through companies in the U.S. that we constituted that are directly or indirectly below Randoncorp here in Brazil. So we will tell you that Randoncorp Automotive System, 100% of Randoncorp Parts taking a foothold in the U.S. and acquiring AXN.

These credit lines are already made available, and our idea is to have a natural hedge as close to natural hedge as possible. We will have the revenues being generated in dollar and the debt being taken in dollars in the US. Now, probably next to January 31st, we will have a payment in reais around 74 million reais. In 18 months' timeframe, we will make the acquisition of the inventory, the stock. This will be married with generation of revenue, so it will be diluted during this period. Always reminding that this operation must meet a precedented operation. I'm going to pass the floor to Caroline.

Caroline Isotton Colleto
Specialist, Randoncorp

Thank you, Paulo. For everyone that wished to participate in the Q&A session, you can follow the instructions on the screen, where I'll go into the first question of this video call. It comes from Victor Mizusaki of Bradesco BBI.

Good evening. Go ahead, ask your question. Are you there, Victor?

Victor Mizusaki
Analyst, Bradesco BB

Hi. Thank you. Congratulations for the operation. On our side, we have two questions. The first one regarding AXN, regarding customers. You can give us more details, maybe. What are their main customers and our clients and how this can help increase competitiveness of Hercules? Second question about the operation structure. This consignment of the stock of BRL 223 million, how can we expect the accounting and the balance sheet will be done?

Sergio Carvalho
CEO, Randoncorp

It's an obligation. Perfect, Victor. Thank you for your question and for watching or being in this call. The first question about the customers, I think you can answer with Paulo regarding the operation, the accounting of the operation. I'll pass the floor to you regarding this.

Paulo Prignolato
CFO, and Investors Relation, Randoncorp

You're on mute, Sergio.

Victor, thank you for your question. Thank you for being with us.

AXN in the segment of container chassis. They are vendors for everyone, almost 100% of the market. So all the players, Stoughton Trailers, Hercules, they were vendors. Cheetah C hassis, Hyundai, CIMC Trailers. Seven or eight customers that compose the players that produce these products in the US. In the other segments, they are vendors for many to a company in Canada. In container, they are vendors to Dorsey. They supply to a Canadian company. They have 100 customers that produce trailers in the US. They are not suppliers to Wabash. They are a supplier, but not regularly exceptional. They have a great presence in the market, and they just launched an important product this year, which is a suspension that they didn't have. The perspectives are very positive.

Victor Mizusaki
Analyst, Bradesco BB

Thank you, Sergio. Paulo, the second question about the structure of the operation regarding the accounting, the value of the inventory or stock.

Sergio Carvalho
CEO, Randoncorp

I pass the floor to you. Victor, good evening. Thank you for participating. Thank you for your question. In terms of accounting, once we take on the commitment to acquire the inventory, the stock, this value is considered passive. It's important to highlight that it will happen in 18 months. It will be paid according to the generation of revenue. Thank you. Thank you, Victor.

Operator

Thank you for the answer. Let's go to our next question from the analyst, Gabriel Tini. You can ask your question.

Can you hear me, Tini?

Gabriel Tini
Equity Research Analyst, Inter Research

Good evening.

Two questions on my side. First one, more to margin. You said that EBITDA evolution in five years should.

Sergio Carvalho
CEO, Randoncorp

Gabriel, we cannot hear you. Please repeat.

Gabriel Tini
Equity Research Analyst, Inter Research

My connection is not very good. On the side of margin, I want to understand better.

Leaving 5% to raise these five in five years, what must you reach in terms of target to have a medium-long-term view? Second point, you can mention a CapEx and working capital. You have a low CapEx need. I want to understand how is this—thank you, guys. Perfect.

Sergio Carvalho
CEO, Randoncorp

Thank you for the question and for being on this call. First part of the first question, Paulo will answer. It has to do with synergies that we hope to collect and the market moment that has to do with the margin improvement and the CapEx issue. You can answer. There's a lot of background noise.

Paulo Prignolato
CFO, and Investors Relation, Randoncorp

Thank you for your question. Thank you for being with us on this call. I would say that inside our synergies, the main one to purchase in the market when the market is low.

Due to this alone, we have an important dilution of the fixed cost, and the margin will go up. Sergio mentioned, well, we have a potential to add value to have a complete solution integrated with suspension sliders, mechanical suspensions, seizing this installation in the market and the potential with all our knowledge in suspension. In the medium term, we should have solutions that are very different that will be very important in tubes, drums, and axles when we implement all four solutions that we already validated in Brazil in that vertical. I'm talking about non-structured beams, for example. With this, we have the conviction that we will be different in that market. We will have a distance to the competition, and we will have a brand position and a value proposition that will be higher. And there's the aftermarket line that we need to explore.

We start to have complementary products produced where we have established sourcing with more robust channels, access to van trailers, and the network they have installed already. These are the main synergy points that we will be able to explore in the next few years.

Gabriel Tini
Equity Research Analyst, Inter Research

Perfect. Paulo Prignolato , thank you so much. Your answer is very complete. Sergio, regarding CapEx, the main point you must remember, this operation doesn't demand a lot of CapEx. Manufacturing is very important, and it helps us to put less capital and have an interesting return.

Sergio Carvalho
CEO, Randoncorp

Perfect, Estevão. Thank you, Gabriel. Estevão has answered already exactly that. The operation does the final assembly of the products. Therefore, it's asset-light, and they just have several assembly lines. The new assembly line for suspensions that has just started, the investment has been made. The assembly line of axles was expanded.

We don't see a big need regarding industrial means. The new products have been developed already. We have some need because we're going to launch new products. The same way we always do in aftermarket, we have expressive partners that work with us that allow us to do developments in an economic manner. So we don't have to pay for full investment. So our structure allows us that with product development, we can have better CapEx.

Gabriel Tini
Equity Research Analyst, Inter Research

Thank you, guys.

Operator

Very well. Thank you, Sergio Pontachi. Let's go to the next question that comes from the analyst, Lucas Laghi. Good evening, Lucas. Your mic is open. Go ahead. Good evening, guys.

Lucas Laghi
Equity Research Analyst, XP Investimentos

Thank you for the space. Congratulations for the acquisition. Two points I'd like to explore with you. One is that the issue of synergy.

If you can, I don't know if you have the details, if you can share the levels of profitability of the company before in the North American market, trying to estimate how much the synergy comes from the market and come back. As Paulo mentioned, doing this little math, looking at cost, we see a margin after the $60 million of EBITDA getting to 15%-20% margin. If we look at the incumbents, the competitors, we can see this profitability level in this market. You have seen in the market before that it's your orientation. But thinking of this profitability level after the capturing of synergies. A second question. We have seen a lot of the market is skeptical regarding leverage. Thinking about Randon with this acquisition seems very opportune. We see Randon close to three times EBITDA, looking at 2.5 after the acquisition.

I'd be asking, on one hand, what Sergio mentioned. We have a market moment that puts the valuation down and creates opportunity, and we have macro Brazil that's complicated. What is the rationale of the company? Thinking about capital for the future, accelerate the international expansion in the hard context of Brazil or the leverage is an issue, and the focus should be energy capture, M&As, and to slow down M&A movement. Two issues regarding capital allocation going into the future. Congratulations once again for this movement. Thank you.

Sergio Carvalho
CEO, Randoncorp

Thank you, Lucas, for the question. Two important points to bring to the market, talking with the market, especially this question about leverage, and I'm sure Paulo will be able to address well, and regarding synergy and margin of the operation before the market low, Sergio, you can bring these components, look at the market before.

And Pontalti, talking about the synergy, revenue increase versus synergy expected in terms of cost and sourcing and back office and fixed cost.

Paulo Prignolato
CFO, and Investors Relation, Randoncorp

Lucas, good evening. Thank you for your question. Thank you for your participation. This company had margins around 10% in the past before the market dropped. The volume was high. It is affected by international trade. Traditionally, international trade had a price per container. The price became four times higher in a short period. Even when the volume in the U.S. was very high, inflation impacted due to logistics or post-COVID inflation. The American market doesn't have this openness. This is changing that we have from Brazil anticipating. Taking the inflation and passing it on to the market, the North American market is a bit more similar to Brazil in this aspect, but historically, it wasn't.

I don't remember of margins like 15% in the past in this company when the volume was high. They didn't have the same, not them, but all automotive parts in the U.S. It was not part of the American culture to really pass the value aligned with inflation. Nowadays, it's different. This is happening now. Regarding profitability, can bring the issue of synergy, no doubt.

Anderson Pontalti
VP, and International COO, Motion Control

Thank you for your question, Lucas, and for being with us. It's always great to see you. I would say that 70% of our synergies will be leveraged in the aftermarket because we're purchasing on the low. This is notorious. We understand the market is not at its normal level. It tends to come back in a short term. Second, we noticed that the company is very competitive.

If we can and we want to do this, increase the value perception of this company with the composition, very competitive technology, keeping the level of service that we have there, we will, yes, be able to have better margins. Second, the adding of other components, other solutions beyond axles. This allows us to navigate better, and we have synergy to be explored. We have efficiencies in the back office. We have financial structure in other operations. We have a strong operation in Mexico, and this will make us look at the U.S. as a cluster, as a cost pool that can be optimized with support structure. I would say that 70% in the upper line. Sergio mentioned that the margin of 10% historically could have better moments to increase, but once we put technology that this market needs and seeks, we believe we can add value.

Sergio Carvalho
CEO, Randoncorp

We can, no doubt, capture margins due to a technical benefit that we can deliver. Thank you, Paolo Coppetti. Paolo, the floor is yours. Talking about leverage. Lucas, thank you so much for your question. Thank you for participating. Lucas, the point that you mentioned is very important. So we also have the concern with a macro scenario in Brazil. But let's go back a bit. We always were in the previous quarters with leverage close to one. And in all the meetings and conferences, we were clearly saying that our intention was to have close to one-third of our revenue abroad so we would become more and more resilient, especially in North America. Besides this, we were mentioning also with this stuff, our leverage would be close to two times the EBITDA. So you mentioned a number close to three.

Accounting-wise, we imagine that it should be a little bit below that. But if we consider EBITDA with the acquisitions, the number is lower. So we estimate that in December 2025, we will reach, and having almost the entire year of EBITDA, a number close to the one that we mentioned with the acquisitions. In other words, two times EBITDA, working strongly to capture all the synergies of these acquisitions exactly so we can go back to leverage levels that we had before we did this. Of course, we are going to follow the market opportunities. But our objective in the next cycle is to capture synergy, generate cash flow, reducing the leverage.

Lucas Laghi
Equity Research Analyst, XP Investimentos

Great. That's very clear, guys. Congratulations once again. You have a great celebration.

Operator

Thank you. Let's go to the next question. Samuel Alves, analyst of BTG Pactual. Good evening, Samuel. Go ahead with your question.

Samuel Alves
Analyst, BTG Pactual

Good evening.

First of all, congratulations for the acquisition. I want to understand a bit better about the funding. When you raised the resources and what was the rate?

Perfect, Samuel. Thank you for your question and for being on the call also. I can pass the floor to Paulo who's going to talk about funding. It will remind you it was captured in the U.S. through a credit line that our operations already had. Paulo, if you allow me advancing in the answer. Remind you, we're preparing since we acquired Airclause when we opened Holdco into you abroad. We established our bank relation outside of Brazil with banks outside of Brazil, preparing this movement when necessary without advancing too much into the answer. Paulo, I pass the floor to you if you want to add.

Paulo Prignolato
CFO, and Investors Relation, Randoncorp

Samuel, thank you for your question. Basically, it's what Estevão mentioned.

Today, we have a good bankability in the U.S. also. The debt has not entered the balance sheet yet. It will enter simultaneously to the date of payment, so these are credit lines that have been closed and approved. We're going to take simultaneously at the payment date, and they have normal conditions in the U.S. market based in SOFR and the spreads. Lines in dollar, working capital lines, basically with the American market average. If you allow me to add, this disbursement in the closing has to do with the asset value. The rest of the stock value will be paid as it's consumed. The idea is that the operation will generate the cash working capital.

Operator

Okay. Thank you, Samuel, for your question. Let's go to the next one that comes from Gabriel Rezende of Itaú BBA. Good evening, Gabriel. We are opening your mic.

Go ahead with your question.

Gabriel Rezende
Analyst, Itaú BBA

Thank you, Caroline. Good evening. Sergio, Pontalti, Estevão, David, congratulations for the acquisition. Two questions on our side. We want to understand a few details of the co-manufacturing. You said that they acquired its asset light. It's interesting movements. We have seen in other segments of the company similar movement. If you can open to us, what are the geographies of the vendors? And I'm thinking about the potential risk of the new government in the U.S. seeking tariffs for imports. This can bring risk for the supply chain of the acquired company. And regarding the inventory or stock, if you can share if there is any discount linked to the $37 million that you acquired because this implies a multiple paying that would be lower.

You mentioned a few times that it's linked to the revenue consumption. What is the basic payment? I want to know if there's a minimum payment.

Sergio Carvalho
CEO, Randoncorp

Perfect. Thank you, Gabriel, for participating in our call for your questions. It's interesting to explore these two points regarding manufacturing and the tariff of the new U.S. government. I will pass to Sergio to comment. He knows this model well and from the political point of view also. Afterwards, I will pass to Pontalti. He can comment the stock value.

Anderson Pontalti
VP, and International COO, Motion Control

Gabriel, thank you for your question. Thank you for participating. The two countries that feed extend the most is Chile and the U.S. All the American products as components, wheel and local components, brake chamber. Stay high with us and the rest.

In the current situation, there are a few product lines that we will bring something from Brazil also. We're going to change the scenario a bit. What can happen with a new Trump government is relevant. We included this. We included the concern in our model, in our business model, in the way that we always have conditions to seek alternatives if this happens. What's the dynamics? If there is an increased taxation, especially for Chinese products. The way to deal with this is that the domestic prices will increase in the following week. This has been said more than once. Movements that happened in the past, for example. It was long ago in the Bush government when the steel prices were affected the next day, the prices changed. Domestic steel increased the same amount. So if there are tariffs, the domestic prices will increase also.

We have the freedom and the knowledge since we produce products in Brazil also. We can change the supply chain also. Therefore, there is a possibility that this will happen. It is real. But we have already a plan, the lines regarding this. Once again, increasing barriers in the country. It's an environment where you minimize your imports. It's a market that will affect margin. We develop our vision if the situation happens. This is already well aligned. I'm sorry, there's a lot of background noise. Talking about the inventory, we have the inventory, the stock. We have the commitment with the consigned to acquire the BRL 37 million in 18 months' time frame. That's our obligation. At the end of 18 months, we have a residual we acquire. But what we have done to protect regarding this inventory or stock, several points.

First, we evaluated the cost of this stock compared to the inflation of the freight that the world suffered this last year. We normalized the cost of the stock as a commitment. We excluded the stock that doesn't turn over, is not adequate, or is excessively allocated and would not turn around in 18 months. We have the conviction with the size of the business. We have a company with $65 million revenue in a bad year, like 2024, with a market recession. We'll have a revenue above this level. The $37 million, based on the structure that is dependent in material, that is asset light with minimally added value locally, $37 million is shy compared to the annual demand for the 18 months of this operation. It's mandatory. The risk of having a non-consumed stock after 18 months is very, very low.

Gabriel Rezende
Analyst, Itaú BBA

This is what I had to bring. Thank you. Great. Thank you, guys. Congratulations. Good evening. Good evening.

Operator

Now, the last question of this video conference. Andressa Varotto, we are opening your mic. Go ahead with your question.

Andressa Varotto
Analyst, UBS BB

Thank you, Caroline. Good evening. Thank you for this call. Congratulations for the acquisition. Two brief points, very fast. First, to follow up to the previous question regarding the operation model, can you give us more details about potential opportunities that this acquisition brings for the auto parts portfolio that Randon has in Brazil already in terms of increasing, exploring the American market? Second question, we talked a lot about the volume moment that's depressed. So asking about the recovery. We have analysts and consulting companies are talking about a turnaround in the market, North American market in the second semester.

I want to understand if you have this expectation, more specifically talking about semi-heavy haul trailers, the new acquisition and AXN.

Paulo Prignolato
CFO, and Investors Relation, Randoncorp

Thank you. Thank you, Andressa, for your question and being on this video conference also. Pontalti, I will go to you to talk about the synergy and the operation model. We see the synergy not only with our model, the integration of our auto parts, as well as the way that we act in the market in the US that opens a lot of possibilities with this verticalization we have. And Sergio, you can talk about the market moment, what we went through last year. This is already in the past, as well as the perspective in the future, not only looking at 2026, but the possible change of regulation in the US in 2027, how this can have an anticipation of acquisition in terms of trucks and trailers.

Pontalti, please answer the first question.

Anderson Pontalti
VP, and International COO, Motion Control

Thank you, Andressa, for your question, for being with us. In the previous questions about synergies, we had talked about the big possibilities that we see in this market beyond the growth. It's focused on the increase of the solution, the incorporation of axles with suspension, with sliders, which are things that the company developed recently for this market. We understand there's an important stage to start to address a complete solution for the trailer manufacturers. We have in the spare part line good possibilities to embark products produced in Brazil, added to what the company already produces and their contracts that they already have in this agreement. And finally, we have the medium-term solutions, as I mentioned, to explore technologies that can create value in that geography. We have a high certainty that the level of competitiveness of the company is high.

They went through a huge recession. The axle manufacturers, they have the highest presence in a market that dropped of container chassis. They were able to deliver a positive result in a very bad year. They have strength with a new product, restructured, new energy with Randoncorp, with a structure to support this company. We have a promising horizon ahead of us. Thank you so much for your question. Thank you, Andressa, for the participation. Regarding the market, our vision is that in the trailer segment, we are going through a delicate moment. The market decreased a lot in the last month. The movement increased. Protective measures. Low interest rate in the U.S., even if it stopped, if it doesn't happen at the same speed that was forecast nine months ago. But the American economy is still robust. Unemployment rate is very low.

Job generation is at a reasonable level. All of this shows signs, objective signs. The truck manufacturers continue positive, preparing for 2027 with a change in regulation. In 2026 or the end of 2025, our view is in the second half of 2025 will be more robust in trailer segment in the United States.

Operator

Thank you, Andressa. We want to thank everyone that participated in the Q&A session. And now we finish this moment. I pass the floor to Sergio Carvalho for final comments.

Sergio Carvalho
CEO, Randoncorp

Guys, once again, we are acquiring access to North American market, very important to us, increasing auto parts, a great bid with everything that we mentioned, strong currency, increasing our resilience in terms of revenue. We have a lot to contribute to improve the company, the growth of this company. We're very happy. Many synergies, many things programmed to execute.

Communication with you with the unfolding of the business. Thank you for your participation. Have a great weekend. Any questions you have or channels, feel free to look for us, and we can answer any questions that you have. Have a great evening and a great weekend. Have a great evening, everyone.

Powered by