paragon — Refocused automotive growth strategy

paragon has finally extracted itself from the distraction that was Voltabox with little direct impact, albeit with no overall financial benefit. The group returns to a much clearer focus on its automotive activities, which have navigated the pandemic well, although market disruptions have provided a negative operating environment. A bias towards the premium vehicle sector of global original equipment manufacturers (OEMs) with higher values but limited volumes has been a more robust area of the overall automotive industry and the relevance of paragon’s products and solutions, including new product introductions, has also increased. While the macro outlook for automotive production remains challenged due to energy costs and inflationary constraints on consumers, new products being introduced over the next few years should support paragon’s revenue growth, outperforming the automotive market volume.

paragon’s overriding philosophy is to provide responses to global megatrends and proactively develop and offer proprietary solutions that once defined can be applied across customers and models. Operating through the five strategic business units (SBUs) of its two divisions, Electronics and Mechanics, management expects its strategy to grow revenues to c €300m in FY26 with a 20% EBITDA margin (FY21 €147m and 13.6% margin), which we estimate should increase free cash flow by c €40m. The plan has been validated by external parties and is predicated on more products being supplied for more platforms to more customers in Europe, China and the US, decreasing the historic dependence of the big five German OEMs.

Although proceeds from the sale of the final Voltabox stake were single-digit millions of euros, management has been dealing with the maturities of both its Eurobond and the CHF bond. While the Eurobond is now resolved through the five-year extension to July 2027, it comes at a cash flow cost in the form of higher interest rates and future early redemptions. The situation is compounded by the April 2023 maturity of the outstanding CHF21m capital of the CHF bond. While free cash flow has been improving and is expected to continue to increase (€12m guided for 2022), it may not be sufficient to cover repayments, so asset disposals and other sources may be needed to finalise the refinancing. Possible solutions include potentially extending the maturity of the existing bond, a new bond or a bond exchange; until it is resolved it is likely to weigh on paragon’s equity rating.

Current prospects look promising after a positive Q122 trading performance with revenues up 6.3% to €41.7m and EBITDA of €5.9m at a margin of 14.2% despite continuing market constraints. FY22 guidance appears underpinned by booked business, which at the start of May was around €630m for delivery over 56 months, up 17% on the prior year. Of that, c €109m was due for delivery in 2022, which combined with already achieved revenues of €54.3m through April provides 99% cover of FY22 sales guidance of €165m. EBITDA margin in excess of 15% is expected to support free cash flow of €12m. Management guidance for FY23 sales growth is 10%.

Were it not for the high level of debt, we feel the rating for the group based on the five-year growth plan with high margins and prospects, would command a premium to peers. However, the need to fund bond redemptions during the plan raises the prospect of an additional equity capital raise.

paragon was established by founder and major shareholder, Klaus Dieter Frers in March 1988, originally as an industrial electronics subcontract manufacturer, but subsequently focusing on automotive electronics and systems supply, as well as moving into adjacent markets. It has consistently used its engineering capabilities to identify global megatrends ahead of its automotive OEM customers and provide innovative solutions to address those requirements preferably before the customer has itself seen the need. It utilises the push principle of developing functioning protypes and securing patents before commencing specific marketing with customers, which also provides a first mover strategic advantage. The organic growth strategy in paragon Automotive has historically been supplemented by selective, strategic acquisitions, although there have been no significant transactions since the pandemic began. The last major transactions were the purchase of HS Genion in 2017 to strengthen Kinematics and the acquisitions of Semvox, LPG and ETON Soundsyteme in 2018. With the continued financial constraint, we expect the focus for the group to remain on organic growth over the next few years.

The company sold its stake in its listed Electromobility Division, Voltabox, in November 2021, while buying the rights to its new exclusive Flow Shape Design (FSD) technology licensed from Voltabox for automotive applications, which includes starter and traction batteries. Essentially, these two transactions offset each other in liquidity terms, but strategically the exit resolves a problematic issue for paragon and alleviates the negative sentiment associated with its shareholding.

paragon should now return to being an automotive focused group introducing innovative new technologies, solutions and products to its customer base of automotive manufacturers.

In 2018 the company changed its legal structure to that of a Kommanditgesellschaft auf Aktien (KGaA), a partnership limited by shares. In this structure the company is composed of a general partner and limited liability shareholders. While the structure may appear somewhat convoluted in UK corporate governance terms, it is a fairly common in Germany. Hella and Fresenius are examples of listed entities operating under KGaA structures. The KGaA structure consists of a general partner to manage the business, paragon GmbH, 100% owned by the Frers family with managing directors appointed by them. The limited liability shareholders elect the supervisory board of the listed paragon GmbH & Co. KGaA at AGMs, which provides oversight of the managing directors of paragon GmbH. It is a popular corporate structure with family-controlled entities in Germany, like paragon, as it maintains effective control while providing access to capital markets. While the free float of the listed entity is 50.7%, the structure means that control of the group remains with the Frers family with over 50% of voting rights.

At the start of 2022 the group structure of the refocused paragon group was:

The group operates from nine sites: six in Germany and one each in China and Croatia. The company also established an R&D capability in Bangalore, India in 2021.

The philosophy of the group has remained consistent and the performance of the paragon Automotive operations has been significantly better than the wider automotive market since the pandemic began in 2020. The group has managed to avoid the worst of the production declines, assisted by its focus on premium models and expansion in China.

The global megatrends of climate change, digitalisation and urbanisation drive the mobility megatrends that paragon considers relevant to its strategy and inspire new product development. These trends, which have remained consistent are:

paragon remains well positioned as its customers in the automotive industry transition to EVs with a continuing increase in electronic content, digitalisation and electromobility. The electromobility megatrend remains a high priority for the group, notwithstanding the exit from Voltabox (mainly industrial markets). Products are powertrain agnostic and paragon has been involved in developing electronics since 1988 with artificial intelligence (AI) and machine learning capabilities since 2018.

While the philosophy of the group remains effectively unchanged, paragon is pursuing an evolved strategy that will see it expand its sales internationally, notably to North America and China, with the latter still regarded as the automotive sector’s primary growth driver. As it grows its business it expects to see 50% of sales derived from automotive production for Chinese markets by 2023 (FY20 40%), with 20% from the US (FY20 14%) and 30% from Europe (FY20 46%), which is still expected to grow especially as markets have been constrained by the pandemic and subsequent supply chain issues. We would expect the proportion of overseas sales to increase as new products are introduced and new customers, for both existing and further innovative new developments, are acquired. It is also expected to benefit from the flow down of innovative products from premium car segment to higher volume models.

As can be seen from Exhibit 3, German OEMS continue to dominate paragon’s sales, albeit sales are often indirectly made to overseas markets via car exports from Europe, as well as directly to overseas manufacturers’ production facilities. The ambition to grow overseas revenues is thus being supported by increased production in both China and other optimal cost countries while capacity in Germany is maintained. Current group capacity utilisation is around 85% so adding capacity and improving efficiency remain key elements in executing the growth strategy.

Following the exit from Voltabox and consistent with the evolved strategy, the company operates through five SBUs that operate under two reporting divisions, Electronics and Mechanics (Exhibit 5). The purchase of Voltabox’s FSD technology licence for automotive applications forms the Power strategic business unit joining Sensors, Interior and Digital Assistance in the Electronics division, with Kinematics (supplying adjustable aerodynamic body components) forming the Mechanics division. Traditionally, each business unit had its own production, research and development (R&D) and sales with group headquarters providing operational and financial oversight. Increasingly contained within all the SBUs is an expanding AI and machine learning capability, which is reflected in the engineering capabilities of the group. Of c 855 employees, some 215 are engineers providing global R&D, and more than 60% of these are software engineers (133). As the electrification and digitalisation of vehicles gathers pace, embedding increasingly advanced technologies within components, management has been indicating a more product-focused structure. The existing structure is being adapted to increase the level of cross-SBU technology development including an overriding access to AI and machine learning capabilities, primarily for its proprietary automotive applications but also potentially for third-party solutions in other sectors.

In Exhibit 5 we show the existing business divisions, the five SBUs that they are comprised of, and the major products that they are involved in. All five SBUs are expected by management to drive growth over the next five years.

As part of its philosophy, paragon has a focus on highly automated, centralised manufacturing of products designed for ease of production, which provides a competitive advantage over many of its peers. The competitive landscape is fragmented, with few competitors operating across more than a couple of paragon’s product lines.

Management continuously seeks to optimise efficiency, as was successfully demonstrated during the pandemic through the mitigating actions it undertook. The measures enabled the automotive operations to remain profitable despite the market disruptions that affected global vehicle production levels.

The company continued to pursue efficiencies in FY21, which management believes should benefit profit by an aggregate €1.8m in FY22:

The company also seeks to locate production in optimal locations as new products are introduced as well as for existing products. The new paragon movasys production facility in Croatia is a case in point. It was formed in 2021 and should be used increasingly for products where a higher level of manual input and costs are incurred. Yet to be consolidated, it had just 15 (FY20 five) employees at the start of FY22.

As stated, paragon’s operations supply automotive manufacturers, especially the big five German auto manufacturers, Audi, BMW, Daimler, Porsche and Volkswagen. The group has a leading position in the market offering more than 300 electronic and electromechanical systems and products for over 220 vehicle models to more than 30 global OEMs as a Tier 1 supplier. The prospects for the five SBUs are summarised below, and as stated management expects all five to grow revenues through 2026.

Electronics grew external revenues by 22% to €106.8m in FY21 (FY20 €87.2m), generating EBITDA of €19.1m (FY20 €13.5m) up 42%. The result was close to pre-pandemic FY18 levels as the market recovered from the pandemic production disruptions and new product applications benefited from increasing take up rates by OEMs. The FY21 EBITDA margin was 17.9% (FY20 15.5%) and in Q122 was 13.1% on revenues that grew 9% to €29.6m (Q121 €27.5m).

The Sensors SBU sales increased by 27.5% in FY21 to €45.4m, which is typical of paragon’s strategy for innovative product development with its sensors leading the way in the industry. Its first Air Quality Sensors (AQS) were introduced in Germany in 1993 and production commenced in China in 2016. Its Air Quality Improver (AQI) was added to the portfolio in 2012 and has been produced in China since 2020. Production of its DUSTDETECT particulate matter sensor commenced in Q319 in Germany and Q221 in China, and the DUSTPROTECT electrostatic particle and virus filters should start production in FY23.

The SBU has developed vital data sensors since 2018 that help to monitor the health and presence of vehicle occupants. These sensors will be important on the development of autonomous driving.

The progressive adoption of sensor technology is evidenced by considering the following. The number of customers and models the sensors are applied to increases with time as the proposition is progressively accepted by customers. Given the virus protection nature of the DUSTPROTECT sensor and the COVID-19 pandemic, we would expect adoption to be more rapid than for its predecessors.

AQSs are now being used by 23 customers worldwide on 90 models with AQIs applied to 234 models for 11 customers. DUSTDETECT has so far garnered three customers for 10 models and DUSTPROTECT’s initial customer intends to use it on two models.

Management expects Sensors’ revenues to grow by 50% by 2026 as the SBU benefits from the ramp up of DUSTPROTECT from 2023. Supply contracts are already secured, with a record €45m contract announced in Q122 from one major global OEM for a number of platforms from 2025, potentially including supply to a vehicle produced in China. The new generation of AQSs being developed are to incorporate increasing levels of AI, a feature that is likely to be increasingly relevant as the market transitions to EVs and autonomous driving.

The Interior SBU is paragon’s largest with FY21 revenues of €49.2m, up 13% on FY20.

The SBU includes the range of high-quality analogue and digital cockpit instruments and operating controls activity categorised. The range includes charging trays and media interfaces. FY21 saw the production start of several new display instruments and further expansion of the product line is expected; these factors remain the main source of revenue growth. An example of the continuing new product development is the Wireless Charging Next Gen, which should be launched by several OEM customers in 2023.

Since the acquisition of LPG (renamed paragon electroacoustic) and ETON Soundsysteme in 2018, Interior is regarded as a core growth area as electrification increases in the automotive market. Its range of high-quality audio systems are finding an increasing number of applications for its speakers and microphones in the automotive field, but it also serves the home hi-fi sector. Newer applications include headrest speakers, seatbelt microphones, road noise cancellation and speakers to generate external sound for EVs (Acoustic Vehicle Alerting System). All are designed with sound quality, passenger experience and safety in mind, as well as enhancing the OEM’s offering. For example, the newest development is the ‘perfect speaker’, which is half the weight and size of traditional speakers without compromising quality. Management expects an 80% increase in audio systems revenues by 2026 from c €5m in FY21 adding growth to other acoustics revenues, which we estimate at c €20m.

The Digital Assistance SBU was established following the acquisition of paragon semvox in 2018. Its solutions are already adopted in the mass market and it continues to grow rapidly, with revenues increasing by 43% to €11.3m in FY21. Digital Assistance provides a range of software-based solutions for voice control, human machine interface and intelligent assistant systems as a continuing development of already well-established technology. The geni:OS platform is now being introduced to further incorporate additional layers of AI and machine learning into the range of intelligent voice assistant systems, including the EDWIN range of digital companions (think in-car SIRI). These systems continuously develop capabilities and power and should be increasingly integral as communication between a vehicle and its occupants increases. By embedding AI and machine learning in the system to identify users, preferences and typical decision-making to make traditional systems ‘intelligent’ and empathetic, predicting user requirements before they have initiated a query.

In January 2022 it received an order for €40m for another AI-based voice assistant adaptive infotainment system for a leading OEM. At the time it was a record order for paragon although it was quickly surpassed by the DUSTPROTECT order (in the Sensors SBU). Revenues commence this year and management expects to add more platforms from global OEM customers.

The new Power SBU was created following the exit from Voltabox in late 2021. paragon acquired an exclusive licence for FSD technology for battery packs for automotive applications. Power develops, produces and supplies cutting-edge battery systems using lithium-ion cell technologies, which incorporate in-house battery management systems. FSD is especially useful in the case of challenging installation space or weight limitations allowing new applications to be secured. FSD enables lighter, more flexible design of battery packs providing OEMs with weight advantages, full use of usable installation space and significant cost savings. Power has a standard range of starter, buffer and traction battery products using conventional designs that can benefit from the application of FSD technology. Although Power only made a modest €0.7m revenue contribution in FY21, management expects revenues from the ‘Drive & Electrify’ product field to grow to €80m by 2026, by increasing FSD applications.

The Mechanics division consists of the Kinematics SBU. It has been part of the group since the acquisition of Kartec in 2012 and was transformed by the acquisition of HS Genion in 2017 based in Landsberg am Lech in Germany. The company was paragon’s largest competitor in adaptive vehicle aerodynamic systems at that time and the combination created paragon movasys in Germany. The division has grown rapidly, although the pandemic and supply chain effects on customers’ production has constrained performance since 2019. We anticipate a return to growth in FY22, together with a volume-driven improvement in profitability.

In FY21 Mechanics’ external revenues fell by 2% to €40.2m (FY20 €41.0m), generating a modest improvement in EBITDA of €0.9m (FY20 €0.5m). The result was close to pre-pandemic FY18 levels as the market recovered from the pandemic production disruptions and new product applications benefited from increasing take-up rates by OEMs. The EBITDA margin was 1.7% (FY20 1.2%). The Kinematics SBU, which forms Mechanics and is comprised of paragon movasys, is highly vertically integrated producing much of its own manufacturing equipment. It designs, develops, manufactures and supplies adjustable aerodynamic body components such as adaptively extended spoilers, products for convertible car roof deployment and interior systems such as seat cushion adjusters. Lightweight movable body parts help to reduce weight and the drag coefficient of vehicles, in turn lowering fuel consumption and thus CO2 emissions. The relevance of weight and drag reduction will remain as OEM vehicle ranges transition from combustion engines to electric cars. Growth for the segment is stimulated by the environmental megatrend, as applications for adjustable body components driven by motorised controls extend from high performance sports cars to other vehicle types. paragon movasys’s leading customers are Audi, Bentley, Mercedes Benz and Porsche.

In recent months paragon has been strengthening its executive team with promotions and new appointments to enable the company to execute its reinvigorated growth strategy. Klaus Dieter Frers, the founder and principal shareholder of paragon (51% shareholding) retains his position as executive chairman and CEO. He has been the key driver of paragon’s strategy and management philosophy since the group’s creation in 1988, whereby product development is guided through analysis of customers’ future requirements.

On 1 April 2022 Dr Martin Esser was promoted to the newly created position of chief financial officer (CFO) and appointed to the executive board. He has played a key role in paragon's ongoing development in recent years having previously been responsible for finance, purchasing, IT and HR during a very challenging period for the company as the pandemic disruptions, Voltabox exit and group refinancing requirements all challenged the business. He was previously the CFO and managing director of an automotive supplier for more than nine years.

In addition, Carsten Block was also appointed to the executive board in May 2022 as chief sales officer (CSO) having joined paragon from Hella (an automotive lighting supplier) in March 2022.

As indicated by the CEO, we expect further executives to be added to the management team, notably on the operational side and technology development following the departure of the managing director of Automotive on expiry of his contract in H122.

One of the key issues for paragon during the pandemic as the Voltabox position was resolved has been the requirement to refinance its two significant bond issues. Since the start of FY20 management successfully reduced bank and bond gross debt by €29.1m to €98.8m at Q122 following the exit from Voltabox and the €7.8m payment to licence the FSD technology. Cash flow benefited from paragon Automotive’s ability to grow its revenue and profitability despite the generally weaker automotive market, reflecting the positive portfolio positioning of its products in premium segments. As a result, net debt to EBITDA fell from 13.9x at FY19 to 5.4x at FY21 and 5.2x at Q122. While that level of debt gearing is still higher than is optimal, management has committed to further deleveraging.

The success of deferring the redemption of the €50m Eurobond issued in July 2017 avoided the requirement of selling assets in unfavourable market conditions caused by the pandemic, which given the looming maturity would probably have failed to achieve full value. Specifically, management had developed a plan with a group of several investors to sell a subsidiary in H221, but that was deferred and remains an ongoing project.

Instead, management is implementing a plan to progressively further reduce debt step by step, with an extension to the Eurobond maturity a key element of that process.

On 10 March 2022 99.9% of bondholders voted to extend the maturity of the bond by five years to July 2027 at improved terms as follows.

To support the continued development of the automotive operations, paragon issued a CHF35m bond in April 2017 with a five-year maturity and carrying a coupon of 4.0%. In 2021 the maturity was reduced to four years and an early redemption of CHF5.25m on 23 April 2021 and CHF8.75m on 23 April 2022 was arranged and both have been completed. The outstanding CHF21m of capital is due for redemption on 23 April 2023. With 40% already repaid and aware of the Eurobond redemption schedule, management is exploring refinancing alternatives including (possibly in combination):

While management is committed to improving the financial flexibility of the group, helped by improving trading cash flows, until the CHF bond’s redemption is resolved an element of uncertainty remains.

If management can successfully execute the refinancing, we would expect the group to be carrying around €50m of gross debt by FY26, although this will be contingent on disposals.

Having delivered a resilient trading performance during the pandemic paragon is positioned to grow strongly, although market conditions have remained challenging so far in 2022. In FY21 revenues grew 15.5% to €146.9m with EBITDA up 44.8% at €20.0m (FY20 €13.8m) despite a €3.9m reduction in capitalised development costs. The EBITDA margin of 13.6% (10.8%) was slightly better than guidance. A small positive EBIT of €0.8m (FY20 loss €10.7m) was a significant improvement although after net interest and tax the net loss was reduced by just €2.1m to €5.5m (FY20 €7.6m). Net debt (including leases) was reduced significantly to €114.4m (FY20 €129.6m) largely due to the disposal of fixed assets, with the disposal proceeds from Voltabox broadly matched by the licence purchase for FSD technology.

Both divisions grew revenues in Q122 despite the continued global shortage of semiconductors and increased automotive supply chain disruption caused by the war in Ukraine. The war continued to constrain car production, which was lower than it was in Q121. paragon’s operations outperformed the market but would have been stronger without the disruption to its customers. The key highlights of the Q122 results are:

In Q122 the Electronics division’s third-party revenues grew by 5.6% to €29.6m (Q121 €27.5m), which accounted for 71% of group sales. The increase reflected flat Sensors’ revenues of €12.6m, with a 10.2% increase in Interior to €14.0m (Q121 €12.7m) and16.0% in Digital Assistance to €2.7m (Q121 €2.3m). The new Power SBU made an initial first quarter revenue contribution of €0.4m. The divisional EBITDA contribution fell to €3.9m (Q121 €4.9m), a margin of 13.1% (Q121 17.3%) including one-off costs, and c 16.3% excluding them.

The Mechanics division increased sales by 3.9% to €12.2m (Q121 €11.6m) with a slight reduction in EBITDA contribution to €1.0m (Q121 €1.1m).

Management guidance appears to be well supported by the continued growth in booked business during 2021 and 2022. At 1 May 2022 booked business had grown 17% to €630m compared to a year earlier when it was €540m deliverable over a 56-month period (c €109m is due for delivery in 2023). Together with year-to-date revenues at that point of €54.3m (prior year €51.1m), FY22 revenue expectations were 99% covered, underpinning revenue growth in excess of 12%.

Management guidance for FY22 is for:

Management has replaced the historic investment financial key performance indicator with a free cash flow metric.

Our FY22 estimate is marginally above the guided level. The strength of the free cash flow has facilitated the latest CHF8.75m tranche of early redemption of the CHF bond, reducing the outstanding nominal capital to CHF21m (€1.05/CHF).

The increase in Eurobond interest payments following its extension, which are now paid semi-annually, will lead to an overall increase in interest payments of around €2m despite the early redemption of 40% of the CHF bond capital.

For FY23 management expects revenue growth of around 10% with FY23 booked business cover for sales of 80%.

As part of the bond refinancing management sought the affirmation of an external independent consultancy group, Dr Wieselhuber & Partner, for its five-year plan to 2026. The key findings of its report were:

The consultancy firm described the sales growth five-year plan as plausible and achievable based on booked business in the near term and defined new product introductions in the longer term that broaden the customer base, with more platforms being supplied with increased content. It also took the same view of the balance sheet and cash flow.

As noted in the discussion on the bonds, deleveraging is a priority for the group, with the gearing ratio at Q122 still high at 5.2x, although much improved since FY19. Net debt at end Q122 was €98.8m and should reduce significantly as the strategy delivers higher growth and free cash flow.

In terms of capital allocation priorities investing for growth remains important with a reduction in debt from what is assumed to be the growing cash flow crucial. Bond redemptions and repurchases will likely consume most free cash flow and asset disposal proceeds for the next several years, with dividend payments restricted until the Eurobonds are fully redeemed.

As a supplier into the automotive and related markets, paragon’s development is linked to an extent to global economic growth and automotive market drivers. The group is also influenced by evolving corporate development, as it grows to address adjacent markets:

Historically, paragon’s valuation has been adversely affected by the problems at Voltabox as well as the high level of debt that has been used to support both organic and M&A growth. Now free of the electromobility business and its problems, the continuing group appears set for a period of positive development to earnings and cash flows. The current rating remains depressed with an element of concern relating to prospects for the automotive sector generally due to current macroeconomic pressures including rising energy costs, inflation and interest rates. In addition, the requirement to complete the refinancing of its CHF bond also adds a stock-specific risk to the rating.

As can be seen in Exhibit 9 below, paragon group trades at a substantial discount to its nearest listed peers in the automotive electronics & interior sector. For FY23 the peers are trading on EV/sales of 0.76x, EV/EBITDA of 6.0x and EV/EBIT of 11.3x. The strong growth metrics of paragon’s strategy relative to its peers in our view warrant a premium to the sector but clearly the refinancing issues continues to weigh heavily on comparisons.

We continue to use a capped DCF methodology to value the cash flow of paragon in its streamlined form. We use a six-year forecast period and cap growth in the terminal value at 0%. To reflect that terminal state, we set working capital to zero and normalise capex to depreciation. For a growth company such as paragon we feel this is a more conservative approach as it curtails longer-term growth expectations in the tail cash flows. We use a calculated WACC of 7.8%, which reflects an increased cost of equity of 15% (historically 12%) as well as the higher cost of debt from the recent refinancing and the assumption that a 200bp coupon increase may be likely when the CHF bond is refinanced in 2023. The capped DCF returns a value of €19.6 per share.

In terms of sensitivity to terminal growth rates and WACC, the following table displays a range of value outcomes compared to our assumed parameters. We have highlighted the closest assumptions to our own. The implication of the current share price is that the assumed cost of equity should be closer to 20%, which we feel primarily reflects the continued risk from the refinancing process. Conversely, if that risk can be avoided and the growth strategy can be executed to plan there could be significant upside potential to the equity value. We note our long-term estimates are more conservative than management’s five-year plan.