Good morning, ladies and gentlemen, and welcome to this analyst and investor call on our recent M&A transaction last night. We will start with a short introduction from Eva about the case, and then we're happy to take your questions. I'll give the word immediately to Eva.
Super. Thank you, Daniel. Last night, as you saw, we acquired 80% of the shares in c-trace, a German leader in the digital waste management solutions, for a consideration of EUR 56 million, and an option to buy the remaining 20% after two years. So before we open up for questions, I would like to add some more color to the deal to tell you some more about what c-trace does, why TOMRA wants to enter into this space, and also facts about the company and some more financials. What does c-trace do? So they provide data-driven, digitalized solutions that combine software with vehicle sensor equipment, such as RFID technology and AI for the waste management sector. This enables both smarter and more efficient waste collection for waste management companies, municipalities, and their citizens.
It also helps to ensure compliance with stricter environmental regulations, coming more and more in force. Why does TOMRA want to enter this space? One, it's a good strategic fit for TOMRA. We see commercial synergies, and also it's quite attractive when it comes to the financials. Why do we see a strategic fit? This is an adjacent play to TOMRA, and adjacent because of their digitalization technology and because they operate in an extension of our existing value chain, positioning TOMRA today in TOMRA Recycling in particular. It's also close to the core of our business with a strong strategic fit with our vision and desired positioning. It is a technology-driven business in a high-growth market within resource optimization. Our common goal is to increase collection and recycling rates.
Then, over to the commercial synergies. We see commercial synergies between the companies that can unlock further value creation over time. Through TOMRA's customer base, global footprint, public affairs, but also technology development, we will look to accelerate growth in c-trace's core business. And at the same time, c-trace expands TOMRA's digital capabilities that can benefit TOMRA's core division, then in particular, the recycling and collection. We see the digital waste management as a financially attractive market segment. And the reason is because it is delivering strong growth as waste collection is faced with stricter regulation, higher complexity, and the need to use digital technologies to drive operational efficiencies. It is a market segment that has already proven commercial model with profitable players, but at the same time being fragmented and early in the market and adoption process.
It is also a market segment that has potential for significant innovation through technology that opens new cases and adoption in the future years. And why then c-trace? It's because of its position, the financials and the culture fit for TOMRA. c-trace has a leading position in the market, specifically in Germany, which is the largest European market for its business. They have a solid proven concept and business model with strong track record. And this makes c-trace as an ideal entry point into this market. The market itself is demonstrating strong growth and profitability, and c-trace have been profitable for a longer time. It has a limited CapEx profile and has therefore been cash flow positive for some time. c-trace strong profitability and cash generation supports then TOMRA's financial targets.
The company is one of the innovative players in the industry with new AI-driven solutions and capabilities, and they have a holistic solution offering a combination of software, service, and hardware. Looking at the revenue, it's roughly split into 50% in equipment or hardware sales, and then 50% is recurring revenue in the form of software and aftermarket sales. In total, c-trace had EUR 21 million in revenue over the last 12 months, and revenue has grown close to 10% since 2020, but has had an acceleration over the last 2 years, currently growing above 15% annually. The company has delivered consistently strong profitability. The EBITDA, EBIT margin has, over the last 12 months, been around 23% after minor adjustment in the process that we have looked at.
Depreciation and amortizations account for approximately EUR 1 million, where most of it is related to long-term lease liabilities for buildings and cars. And we estimate an EV over EBITDA multiple of just about 12 on a trailing 12-month basis. Regarding the immediate effect or impact on TOMRA's reporting for Q4, it's important to consider that approximately 40% of the company's revenue and 60% of EBIT is typically taken in the fourth quarter. So it's really a backloaded business within the year, where we will be the owner of for the last two months of that quarter. And I think, Daniel, we can stop there, and then we can move into questions.
Do we have any questions from the floor? Please, raise your hand, and we're happy to take them. Great. I see Kari Eide Hartvedt from Pareto. Please go ahead.
Yes, sorry. I think I joined the call 30 seconds today. Did you say that the consideration was 60 million EUR, or didn't you say anything about the consideration?
I said EUR 56 million.
EUR 56 million.
Yeah.
Is it in cash?
So we are using our existing financing structure to pay for this company.
Yeah, so you're paying in cash, not in shares?
We pay in cash. Mm-hmm. Yeah.
Okay. 56 for the 80%?
For the 80%, correct.
Okay, thank you.
Thank you, Kari. Next question from Marcus Sandberg at SEB. Please go ahead.
Thank you. So just on the rationale here and your opportunity to add value, can you share more how you think these services could be incorporated into your existing recycling and collection businesses? What sort of makes this an attractive technology provider that you could sort of enhance and add to your offering? A bit more color on that could be interesting.
Yeah. So it's mainly about, so first of all, we move into this adjacent business. It's really in line with what we have said before, so this is a perfect candidate when it comes to both market growth and the profitability and kind of like the position that the company has, and it's scalable and also where we can add value, right? And when it comes to the synergies, it's important to note that this case is not a cost synergy case for TOMRA. This is really. Our main focus will be growth synergies, so the international scaling of the company, but also technology synergies, so for us, it's about leveraging the TOMRA R&D and innovation capabilities to support c-trace on developing new solutions, typically then on the AI. But also, vice versa, that we can learn from c-trace in order to how they are deploying software. That could be
for example, thinking about collection. Digital DRS, for example, is something that is really attractive to think about how we can add value from that in the future if that become more and more relevant. But also, we thinking about the value chain for recycling. This is then expanding the value chain, so where we operate in the value chain, and getting information about the waste as such in a earlier stage of a process can add value in where we operate today in recycling. So, that we know what kind of waste comes in, in the MRFs, for example, and how we can really track and trace and optimize the value potential in the waste, for the rest of the value chain, up until the production of new recycled or new production using recycled material. I'm not sure if that makes sense, if you had any specific questions.
No, I think that's.
Daniel, jump in as well. Mm-hmm.
I think that answers your question, Marcus?
Yeah. Yeah, it did. So, I think so, to sum up, it's more about the revenue synergies, and you are, say, thinking of this sort of expanding the business rather than, as you say, you can leverage the R&D, but you won't see any meaningful cost synergies. So it's about leveraging the technology.
Yes, correct.
Okay.
Great.
Okay. Thank you, Marcus. We'll take the next question from Elliot Jones at Danske. Please go ahead, Elliot.
Yeah, morning, guys. Just wondering about the kind of growth rates in the last couple of years, like you said, about 15% or above that. And then you're hoping to kind of leverage your customer base to continue that. Could you just give us a flavor, like maybe how we should think about growth rates, you know, this year and maybe in the next 12 months, and also on the margin side, how you see that developing?
Yeah. So, as I said, since 2020, they have grown on a CAGR of 10%, and over the last two years, they have grown even higher. And we see potential for a clear growth well above 10% going forward. And we don't want to go into the details for 2024, of course, but we see a clear potential for more than 10% growth going forward. When it comes to the margins, this company has quite strong margins, and we are kind of like looking at this as a preservation mode when it comes to how we are onboarding and how we take it on. So we don't want to go in, of course, and disrupt the margins that they are having today. But it's important also that
In such an acquisition, we also need to think about how are we onboarding, and it will probably also add some cost into that, going forward, to lift it up to or to integrate it into the TOMRA standards of things. But that would not be significant, but it's something to consider. So, just to summarize, it's a long answer, sorry for that. Growth are well above 10% going forward. Both growth in existing market, I would say, which is, the main market is Germany, but also outside of Germany is what we look at. And also to maintain strong margins in that journey.
Got it. Thank you.
Thank you.
Next question is from Edward Bottomley at Columbia Threadneedle. Please go ahead, Edward.
Oh, hello?
Hello.
Hello.
Yeah, great. Hey, thanks, Eva. Thanks, Daniel. Quick question for me. They've been quite successful in Germany. Is there anything, when we're thinking about it, specific about the German market or the business that makes it work in that country and less than others? Or is it just strong in Germany because that's where it started up, and I think you said 80% of the sales are in Germany. Could you give us some color on where the other 20 are?
Yes, sure. So, this company was founded in Germany, and that's kinda like their home market. And Germany, as you probably know, they are quite advanced and early on when it comes to strict regulations on waste management as such. So that's where it started. That's also where they are having most of their revenue. And of course, other countries outside of Germany are looking into optimizing their waste streams and waste collection as well. But, it's not that easy to go into new markets, because the entry for kinda like foreign companies and local tenders are high.
So, they are currently in UK, the Netherlands, and Poland, which is the remaining 20%, which was your question. And we know that there are movements in other countries as well, looking into kinda like how they can optimize this waste value chain. And that's also why we believe with Tomra's global footprint and how we enter into new markets, coming from collection. We are quite confident that we can help them in order to make this happen also outside of Germany.
Great. Thanks, Eva.
A question from Fabian Jørgensen at Carnegie. Please go ahead, Fabian.
Thank you. You mentioned some product synergies here and talking specifically about the Digital DRS. I mean, is there a specific reason why you're doing this, taking a, let's say, making investments into these kind of solutions now? Do you see any development in new markets where discussions on Digital DRS is increasing?
That's a clear no. We don't see any movements in new markets for DRS where we cannot deliver what we deliver today. So when it comes to the synergies and technology and why we find it's attractive, it's mainly within the recycling space. But we also see some potential within collection if digital DRS would become something that is preferred or will change the DRS from what we know today, Fabian. So a clear no, but still, we open up for it, if that makes sense.
Very clear. Thank you.
And a question from Henrik Laustsen at Jyske. Please go ahead, Henrik. I think you're on mute.
Um, yeah.
There we go.
I was just wondering about the synergies, comparing c-trace and Kezzler, which you bought a stake in, I think it was last year. I'm not sure that I totally understand the technologies here. Can you explain? Can these two technologies work together? Is this a substitute for Kezzler, or how should we see things?
Yeah. Good question. So as you know, Kezzler as well has this RFID, this track and trace. As they have now, c-trace has this as well on their, which they have, this system on the vehicles and on the waste bins. It's a different setup on how they use it. It's kinda like the same principles, but yeah. I'm not sure how to really give a good answer, right? I think with this company, we have an 80% stake, going for potentially 100% in two years. Kezzler has, where we have a 14% stake.
Of course, learning on how this RFID can be used in the future and even broader and deeper into the technology offering is of course interesting. But we have not necessarily connected the two dots between c-trace and Kezzler looking into this acquisition. The RFID for this company is what we find very attractive is how they combine the software solution with the hardware and especially with the AI solution that they have developed over the last year. So the RFID is of course important for the vehicle and to detect and find or connect the bins. But I would say the AI solution, it's more attractive looking into this company.
I'm not sure, Daniel, if you have anything to add on
Yeah, I agree. And Kezzler, they have a software as a service platform for managing serialized data for traceability purposes. And sure, you know, database here is part of their software solution, but c-trace has a more kind of comprehensive solution also with the equipment and the use case for the waste management industry. So quite different, but a bit maybe overlapping on the data management software space. Okay. Any more questions? Otherwise
Yeah, okay. Eric Tvestad, one more question, please go ahead, Eric at Anaxo. And please unmute if you are muted. I think you're muted, Eric, so we can't hear you. But we are happy to take your question afterwards, Eric, if you're unable to get the sound working. Any further questions? If not, then thank you very much for attending this call, and we wish you a happy Friday and a happy weekend when you get around to it. Thank you and goodbye.