SecureLink Cybersecurity Services FY 2017 Financial Results Unaudited April 23th, 2018
Disclaimer Important information This Presentation (the Presentation") has been produced by SL Bidco B.V. (the Group, SecureLink Group, the "Issuer or SecureLink ) in connection with the SL Bidco B.V. Senior Secured Callable Bond Issue 2018/2023 ( The Bonds ), (ISIN: NO0010814189). For the purposes of this disclaimer, references to the Presentation shall be deemed to include references to this document, the presenters' speeches, the question and answer session and any other related verbal or written communications. By attending and reading the Presentation, you agree to be bound by the following limitations in relation to the existence of such Presentation and all information (including, without limitation, any projects, targets, estimates or forecasts) or opinions contained herein. The Presentation is not intended to be an offer, a solicitation of any offer to buy or sell any of the Bonds or any other securities, nor should it be considered as legal, financial or tax advice in relation to the same. The Presentation may contain forward looking statements, which reflect the expectations of the Group regarding its future operational and financial performance. Although any forward looking statements contained in the Information reflect the Group's management's current beliefs based upon information currently available to the management and upon assumptions which the management believes to be reasonable, actual results may differ materially from those stated in or implied by these forward looking statements. These factors should be considered carefully and readers should not place undue reliance on any forward looking statements. Except as required by law, the Group undertakes no obligation, and specifically declines any obligation, to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Unless otherwise stated, the Information is provided as at the date of this Presentation, does not purport to be comprehensive and is subject to change without notice. The financial information as included in this presentation, is unaudited. For the purposes of this document, EBITDA, a measurement used by management to measure operating performance, represents operating profit before amortisation and impairment of goodwill and other intangible assets, depreciation of property, plant and equipment, and before exceptional expenses. EBITDA includes 100% of ZionSecurity EBITDA, although SecureLink only owns 60% of the shares of ZionSecurity N.V. Financial Information is based on Historic GAAP,unless otherwise stated. The recipient acknowledges that it will be solely responsible for its own assessment of the market position and credit worthiness of the Group. The recipient will be required to conduct its own analysis and accepts that it will be solely responsible for forming its own view of the potential future performance ofthe Group, its business and the Bonds. None of the Group or the Manager or any of their respective parent or subsidiary undertakings or any such person s directors, officers, employees, advisors or representatives (collectively the Representatives ) shall have any liability whatsoever arising directly or indirectly from the use of this Presentation, including but not limited to any liability for errors, inaccuracies, omissions or misleading statements in this Presentation. The content of this Presentation is not to be construed as legal, credit, business, investment or tax advice. The recipient should consult with its own legal, credit, business, investment and tax advisers to receive legal, credit, business, investment and tax advice. Risk factors. An investment in the Bonds involves a high level of risk. Several factors could cause the actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Presentation. There may also be a limited secondary market for the Bonds which may result in a substantial liquidity risk. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Presentation. Please refer to the SecureLink Financial Statements for a non exhaustive description of certain risk factors associated with the Group and the Bonds. 2
Continued growth during transformation year, UK Market soft Excluding FX effect, Prof Forma Revenue +8% Revenue Segment Reporting Pro Forma (Historic GAAP) Reported (Dutch GAAP) EUR M 2017A* 2016A* Var% 2017A* 2016A Var% Belgium 53,8 49,0 9,8% 47,3 47,3 0,0% Netherlands 45,0 46,8 3,8% 47,5 40,8 16,4% Sweden 69,3 58,5 18,5% 63,4 30,7 106,5% UK 31,8 37,9 16,1% 31,5 14,3 120,3% Germany 20,9 14,9 40,3% 18,3 Denmark 15,2 13,1 16,0% 15,2 6,8 Other 9,9 10,0 1,0% 16,9 3,2 428,1% Revenue 245,9 230,2 6,8% 240,1 143,1 67,8% * Unaudited 3
EBITDA affected by investments in sales teams and overhead Annualised effect of Q4 cost reduction & synergies of ~EUR 2M Income Statement Pro Forma (Historic GAAP) Reported (Dutch GAAP) EUR M 2017A* 2016A* Var% 2017A* 2016A Var% Products 119,6 114,2 4,7% 119,6 72,4 65,2% Maintenance and MSS Services 90,5 81,6 10,8% 86,2 52,1 65,5% Consultancy Services 32,9 31,8 3,4% 31,6 18,3 72,7% Other Revenue 2,9 2,6 11,9% 2,7 0,3 800,0% Revenue 245,9 230,2 6,8% 240,1 143,1 67,8% COGS + S,G&A 222,9 204,5 9,0% 218,8 126,4 73,1% EBITDA 23,0 25,7 10,5% 21,3 16,7 27,5% EBITDA % 9,4% 11,2% 1,8% 8,9% 11,7% 2,8% * Unaudited 4
EBITDA affected by investments in sales teams and overhead Annualised effect of Q4 cost reduction & synergies of ~EUR 2M 15.6 8.2 2.0 27,0 M If corrected for accelerated investment in sales personnel 8.1 2.0 2.0 25.7 25.7 33.1 31.1 23.0 23.0 23.0 25.0 EBITDA 2016A Revenue Direct Cost Sales Investment S,G&A EBITDA 2017A Cost Saving Initiative Adj. EBITDA 2017A 5
Strong Cash Conversion with low NWC and Capex requirements 2.9 4.0 95% cash conversion 23.0 23.0 21.9 21.9 EBITDA 2017A NWC CAPEX Free Operational Cash Flow 2017A 6
Technical Note: EBITDA Reconciliation between NL GAAP Accounts and Historic GAAP (Management Reporting) EBITDA Reconciliation NL GAAP to Historic GAAP (Management Reporting) EUR M Operating Result in Annual Accounts Add Back Amortization Customer Contracts and Tradenames (NL GAAP included in COGS) Add Back Amortization and Depreciation (NL GAAP included in S,G&A) NL GAAP Operating Result including Exceptional expenses Non Recurring (Exceptional expenses) Recurring NL GAAP Operating Results Accounting differences NL GAAP Historic GAAP Carve Out UK (7 Months) Carve Out Nordics (6 Months) Carve Out Germany (12 Months) Historic GAAP EBITDA (Management Reporting) * Unaudited 2017* (25,3) 14,9 27,4 17,0 4,3 21,3 1,7 23,0 2016 (25,0) 19,1 17,8 11,9 4,8 16,7 1,9 2,4 3,3 1,4 25,7 7