For personal use only. FY2016 Earnings Guidance. Acquisition of Lawrence Group. July 2016

Transcription

1 FY2016 Earnings Guidance Acquisition of Lawrence Group July 2016

2 Disclaimer This Document should not be considered as an offer or invitation to subscribe for or purchase any securities in OTOC Limited ( OTOC or The Company ) or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in OTOC should be entered into on the basis of this Document. This Document contains high level information only and does not purport to be all inclusive or to contain all information which its recipients may require in order to make an informed assessment of OTOC and its prospects. Any forecasts and forward looking information contained in this Document are subject to risks and uncertainties and are not a guarantee of future performance. Actual performance will almost certainly differ from those expressed or implied. OTOC makes no representation or warranty, express or implied, as to the accuracy, currency or completeness of the information presented herein. Information contained in this Document may be changed, amended or modified at any time by OTOC. OTOC is under no obligation to update any information or correct any error or omission which may become apparent after this Document has been issued. To the extent permitted by law, OTOC and its officers, employees, related bodies corporate and agents ( Associates ) disclaim all liability, direct, indirect or consequential (and whether or not arising out of the negligence, default or lack of care of OTOC and/or its Associates) for any loss or damage suffered by recipients of this Document or other persons arising out of, or in connection with, any use of or reliance on this Document or information contained herein. By accepting this Document, the recipient agrees that it shall not hold OTOC or its Associates liable in any such respect for the provision of this Document or any other information provided in relation to this Document. Recipients of this Document must make their own independent investigations, consideration and evaluation of the information contained herein. Any recipient that proceeds further with its investigations, consideration or evaluation of the information described herein shall make and rely solely upon its own investigations and inquiries and will not in any way rely upon this Document. Recipients of this Document should not act or refrain from acting in reliance on material in this Document. Slide 2

3 Executive Summary FY2016F EBITDA: OTOC expects FY2016 underlying EBITDA +$15.2m OTOC FY2016 Guidance Acquisition of Lawrence Group Earnings growth: significant year-on-year growth (FY15: $4.3m) Operations: strong contribution Infrastructure division, execution of National Surveying Strategy Cash: $13.0m Balance sheet: strong balance sheet position to execute growth strategy OTOC has agreed to acquire Lawrence Group, a multi-disciplinary surveying consultancy in Sydney Established in 2003, Lawrence has expertise in residential and commercial construction, civil infrastructure and land development Purchase price: $3.85m cash, $1.0m OTOC shares and $1.0m in performance payments Purchase price multiple approximately 4x FY2016F EBITDA Expected to be earnings per share accretive in FY Growth: enhanced exposure to Sydney infrastructure and property sectors Strategic Rationale for Acquisition Services: multi-disciplinary, complementary to Geo-Metric and Linker Clients: blue-chip commercial clients and government Financial: strong track record of financial performance and growth outlook Synergies: combined leader in Sydney market; revenue and operational synergies Note 1: excluding amortisation Slide 3

4 OTOC Corporate Structure OTOC provides professional surveying and infrastructure services to the property, civil infrastructure, government and resources sectors For the financial year ending 30 June 2016, OTOC expects to report underlying EBITDA of at least $15.2m Corporate Snapshot ASX Code OTC Share Price $0.23 Ordinary Shares 266m Market Capitalisation $61m Cash (est. 30-Jun-16) $13m Debt (est. 30-Jun-16) $12m Enterprise Value $60m FY2016F Underlying EBITDA $15.2m EV/FY2016F Underlying EBITDA 4.0x Board and Management Derek La Ferla Non-Executive Chairman Simon Thomas Chief Executive Officer Adam Lamond Executive Director Tom Lawrence Non-Executive Director Karl Paganin Non-Executive Director Brian Mangano Chief Financial Officer Lisa Wynne Company Secretary $0.30 $0.25 $0.20 $0.15 $0.10 $0.05 Share Price $0.00 Jul-15 Sep-15 Nov-15 Jan-16 Mar-16 May-16 Jul-16 Substantial Shareholders Directors 22.2% Acorn Capital 7.2% Paradice Investment 7.1% Reindeer Investments 5.2% Slide 4

5 FY2016 Earnings Guidance OTOC expects FY2016 underlying EBITDA to exceed $15.2m Underlying EBITDA 250% increase on FY15 (FY15: $4.3m) $20 Survey Division $15 $15.2m strong performance by East Coast businesses Bosco Jonson and THG $10 continued national expansion strategy with acquisition of Sydney-based businesses Linker Surveying (March 2016) and Lawrence Group (pending) Infrastructure Division Excellent project execution and financial returns on key projects: solar and battery facility at DeGrussa Mine, and civil infrastructure works at Nauru Island Lower operating cost structure Balance Sheet $5 $0 $20 $15 $10 $4.3m FY2015 $16.0m $10.2m Balance Sheet FY2016F $13m $12m Strong balance sheet and cash flow generation $5 Cash ~$13m at 30 June 2016, after acquisition of Linker Expected net cash position ~$1m at 30 June 2016, FY15: net debt ~$5.8m $0 FY2015 Cash Debt FY2016F Note 1: Debt is includes hire purchase financing Slide 5

6 Acquisition of Lawrence Group Lawrence is a Sydney-based residential, commercial and infrastructure surveyor History Established by Shane Lawrence in 2003, Lawrence provides construction surveying services for residential, commercial and infrastructure projects 34 staff with offices in Sydney and Eden, southern NSW Diversified exposure to growth in Sydney property and infrastructure investment FY2016F EBITDA ~$1.4m, strong margin Key clients include: Slide 6

7 Major Projects Infrastructure Major infrastructure projects undertaken by Lawrence NorthConnex Northern Road Stage 1 Client: Bouygues/Lend Lease 9km motorway tunnel Longest road tunnel project in Australia $3bn project Expected to be completed in 2018 Client: Roads and Maritime Services (RMS) Northern Road is a 10 year, $3.6bn road investment Stage 1 is a 3.3km road upgrade Support a western Sydney airport at Badgerys Creek Expected to be completed in 2017 Royal Northshore Hospital Client: Thiess Redevelopment of Northshore Hospital New main hospital building and refurbishment of existing facilities $840m project Completed in 2014 Northern Beaches Hospital Client: CPB Contractors (CIMIC) New Northern Beaches Hospital Largest new hospital in Sydney in 20 years $1bn project Expected to be completed in 2018 Slide 7

8 Major Projects Residential and Commercial Major residential and commercial projects undertaken by Lawrence Leichardt Green Client: Richard Crookes Apartment development, western CBD Developed by Greenland Group Up to 300 apartments, plus commercial space Expected to be completed in 2017 Wynyard Walk Client: CPB Contractors (CIMIC) Pedestrian link between Wynyard Station and CBD Support Barangaroo waterfront development $150m project Expected to be completed in 2016 Macquarie Park Village Client: Parkview Apartment development, north-west CBD Developed by Stamford Land Corporation Approximately 640 apartments Expected to be completed in 2017 Hurstville Client: Toga Apartment development, southern Sydney Developed by TOGA Group Approximately 450 apartments Expected to be completed in 2017 Slide 8

9 Acquisition Terms Structure Acquisition of 100% of the issued capital of Lawrence Group Pty Ltd Purchase price: Cash $3.85m, funded from existing OTOC cash reserves Purchase price: Shares Purchase price: Performance Net Adjustment Employment Contract Conditions Precedent $1.0m in OTOC shares: 4.9m shares based on 30-day pre-announcement VWAP of $0.202 Voluntary escrow period 12 months OTC pro-forma shares on issue 271.4m Performance payments up to $1.0m over two years Performance payment = $0.3m + (EBITDA - $1.2m), if EBITDA is at least $1.2m Maximum performance payment $0.5m in any performance period A Net Adjustment will be paid (refunded) following completion Net Adjustment = Cash + Debtors/WIP Liabilities Employee Entitlements Shane Lawrence, founder, will enter into an employment contract with a minimum term of two years, an option to renew for a further two years, and a restraint period of four years Completion of due diligence Execution of employment contract with Shane Lawrence All necessary consents and approvals No material adverse change Completion Expected to be completed in late July 2016 EBITDA Multiple Approximately 4x FY2016F EBITDA Earnings Accretive Expected to be earnings per share accretive in FY2017 (excluding amortisation) Slide 9

10 Jan-10 Apr-10 Jul-10 Oct-10 Jan-11 Apr-11 Jul-11 Oct-11 Jan-12 Apr-12 Jul-12 Oct-12 Jan-13 Apr-13 Jul-13 Oct-13 Jan-14 Apr-14 Jul-14 Oct-14 Jan-15 Apr-15 Jul-15 Oct-15 Jan-16 Apr-16 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 $m Sydney Market NSW: Number of Dwelling Approvals NSW dwelling approvals remain robust, with other residential (apartment) approvals at near record levels State government funding and support for new infrastructure projects Significant pipeline of public infrastructure and transport networks to be completed over many years NSW: Number of dwelling approvals NSW: Engineering Construction, NSW: Number value of Dwelling of work Starts yet to be done , ,000 10, ,000 6,000 4,000 Houses Other residential Value of work yet to be done Source: Australian Bureau of Statistics Slide 10

11 NSW Surveying Business Combination of Lawrence, Linker and Geo-Metric creates a leading survey business in NSW with capabilities across cadastral, residential and commercial construction, civil infrastructure and scanning; revenue and operational synergies Complementary property clients Services across project life cycle i.e. Linker strata approval/design, Lawrence construction Staff, equipment and scale to deliver large infrastructure projects Combined capability in construction (Lawrence) and specialist infrastructure (Geo-Metric) Combined benefits: Complete surveying solutions across land, urban development, commercial property and civil infrastructure Revenue synergies Economies of scale, improved margins Access to specialist equipment and growth capital Differentiated from smaller peers Strong platform for organic growth and further acquisitions Slide 11

12 Lawrence Acquisition Highlights Lawrence is a quality addition to the National Surveying Strategy, and in combination with Linker and Geo-Metric creates a leading surveying business in Sydney Expansion enhanced exposure to Sydney infrastructure and property sectors Services multi-disciplinary service offering, complementary to Geo-Metric and Linker Clients longstanding relationships with blue-chip commercial clients and government Financial strong track record of financial performance and positive growth outlook Management experienced executive management and senior surveyors Synergies combined leader in Sydney surveying market; revenue and operational synergies Outlook strong growth in civil infrastructure and residential property investment Diversification further diversification of OTOC s earnings, greater exposure to East Coast investment expenditure Slide 12

13 National Market Footprint NSW: Number of Dwelling Approvals OTOC has created a National Surveying, Town Planning and Urban Design company NSW: Number of dwelling approvals NSW: Engineering Construction, NSW: Number value of Dwelling of work Starts yet to be done VIC Land and Urban NSW, QLD, VIC & WA Infrastructure, Resources NSW Infrastructure, Land and Urban NSW Land and Urban QLD Land and Urban, Infrastructure, Resources WA Land and Urban, Infrastructure, Resources Slide 13

14 History of the National Strategy NSW: Number of Dwelling Approvals OTOC has created a National Surveying, Town Planning and Urban Design Business Formed from listing post Emerson Stewart acquisition Land and Urban Land and Urban, Infrastructure, Resources Land and Urban Land and Urban, Infrastructure, Resources Strategy Formalised and commences Infrastructure, Resources Land and Urban Rev 0-23 May 2013 Slide 14

15 Growth Profile Substantial growth opportunity: organic growth, synergies and industry consolidation Growth Target Revenue $150m EBITDA $25-30m Revenue $20m EBITDA $4m Revenue EBITDA $60-70m $10-12m Organic Growth Revenue Synergies Improved Earnings Platform Acquisitions Bolt-on Acquisitions Revenue EBITDA Revenue EBITDA EBITDA Strong Funding Platform Cash Reserves Operating Cashflow Equity Markets CBA Facility Slide 15

16 Summary and Outlook FY16 Achievements FY16F Underlying EBITDA +$15.2m, up 250% year on year Continued to implement national surveying strategy with acquisitions of Linker Surveying and Lawrence Group, further diversifying group earnings Excellent project delivery and financial performance by Infrastructure Division Maintained strong cash position, and reduced debt Outlook Continue to pursue strategy of creating a premium multi-disciplinary national surveying business Evaluating further acquisitions Appointed Executive General Manager (Survey) to manage national collaboration and drive integration benefits Slide 16

17 Contact Details Simon Thomas Chief Executive Officer Brian Mangano Chief Financial Officer Tel (08) Slide 17