Welcome. Annual General Meeting th June 2015

Transcription

1 Welcome to Annual General Meeting th June 2015

2 Agenda Overview Financials Outlook

3 Overview 3

4 Company Overview 4

5 Executive & Strategic Committee Tim RINGEL CEO (since July 2013) Board of Directors Paris Vincent ADDED CFO (since June 2011) Executive Committee Paris Thomas ARMBRUSTER COO (since July 2013) Executive Committee Paris Natalie DUSEY General Secretary (since 2013) Executive Committee London Tim founded the metapeople group in 1999 which became part of NetBooster in 2011 Vincent joined the group in 2010 from Deloitte In 2010 Tom joined the metapeople group from UBS Natalie has 10 years+ of Corporate Affairs experience with international companies Emmanuel ARENDARCZYK Country Manager UK (2006) Strategic Committee London Kristoffer EWALD Head of DNA (2007) Strategic Committee Copenhagen Yann GABAY Head of South. Europe (2011) Strategic Committee Paris Jens NIELSEN Head of Nordics (2009) Strategic Committee Copenhagen Joined from Google and has worked in numerous positions within the group Kris merged his business in 2007 with NetBooster and became the data specialist Yann was MD of Performics (FR) and has worked within the industry for 14 years Jens has 25 years of international management and consulting experience 5

6 Board of Directors Bernard-Louis ROQUES Non-Executive Board Member Chairman of the Board Paris Benjamin FAES Non-Executive Board Member Board of Directors London Andreas Von HABSBURG Non-Executive Board Member Board of Directors Frankfurt Tim RINGEL CEO (since July 2013) Board of Directors Paris 6

7 Employees by Country Norway Denmark Finland 10 Sweden 52 UK 124 Germany France Switzerland 12 Italy 30 Spain Dubai 35 China 13 7 *19% shareholding in China

8 Client Structure Top 10 (38%) Top 25 (54%) All other clients Total number of relevant clients: 300 Balanced client structure without major dependencies 65% of the Top 25 are international 8 Portfolio of international blue chip clients

9 Key Clients 9

10 Financials 11

11 Financial Review 2014

12 Results for 2014 Gross Margin (revenue without media billings and direct cost) stable at 34.2m EBITDA increased from 2.7m to 4.5m (+66%) due to good performance in all key locations in 2014 Profitability up at 13.1% (2013: 7.9%) Operating Cash Flow was mainly used to reduce complexity of the NetBooster group structure (e.g. squeeze out Guava) and to build one group 13 NetBooster overachieved the target for 2014

13 Results at a Glance in m Gross Margin EBITDA % of Gross Margin 6.9% 6.6% 10.7% 7.9% 13.1% Number of employees (average) Net Debt Enterprise Value Enterprise Value / EBITDA 31.2x 18.9x 12.3x 14.8x 11.0x 14 New level of performance in 2014

14 Product Mix (Gross Margin) DESIGN 8% SOCIAL MEDIA 2% AFFILIATE 12% PPC 38% DATA 16% MEDIA 10% SEO 14% 15 Data is already a significant part

15 Regional Mix (Gross Margin) South. Europe 7% MENA 3% UK 9% France 31% Northern Europe 20% Germany 27% 16 Perfect European coverage

16 EBITDA Margin per Region EBITDA Margin 20%+ EBITDA Margin 10-20% EBITDA Margin below 10% Germany Swiss UK France Northern Europe Southern Europe MENA Germany Swiss UK France Northern Europe Southern Europe MENA 17 Uplift in profitability in many countries

17 18 Consolidated Income Statement Profit and loss account Change ( m) French accounting ( m) standards Gross Margin Staff Expenses Overheads EBITDA % of Gross Margin 7.9% 13.1% - EBIT (Operating Profit) Financial Results Profit Before tax Extraordinary Results Tax Net profit (loss) Amortisation of goodwill Net profit (loss) after goodwill

18 Income Statement Explanations Purchase of a non-controlling stake of 9.51% of the Guava Group Restructuring of NetBooster France Restructuring of UK companies Consolidation of German entities, from 3 to 1 Acquisition of 10% in Media Diamond (Spain) Sale of stake in Same Same NetBooster released the provision for a non-conversion of the Convertible Bond, due to the share price being well above the strike price and a positive outlook for the Company 19

19 Goodwill under French GAAP Goodwill is amortised between 8 and 10 years under French GAAP rule Amortisation booked in 2014 amounts to 4.0m Total remaining Goodwill ( 17.7m) is below the market value of the individual subsidiaries Impairment tests conducted on a yearly basis Depressed EPS due to French GAAP rules 20 Handicap will be solved by switching to IFRS

20 Cash Flow generation in m Net Profit Non-Cash Compensation Depreciation & Amortisation Changes in working capital Changes in deferred tax Operating Cash Flow Delayed payment by a mayor client

21 Cash Flow in m Cash Flow from Operating Activities Cash Flow from Investing Activities Cash Flow from Financing Activities Change in Cash

22 Consolidated Balance Sheet in m Intangible Assets Equity Tangible and Financial Assets Convertible bonds Receivables Borrowing Other Receivables Payables Cash Other payables Differed expenses Differed revenue Total Assets Total Liabilities

23 Balance Sheet Explanations (I) Share Capital Increases 20 convertible bonds were converted into 500k shares (+3.12% equity) 81,932 new shares were created for the management team linked to the metapeople acquisition (deferred payment) 7,500 Free Shares were issued to various managers Free Shares 124,500 Free Shares were granted to various managers 24

24 Balance Sheet Explanations (II) BSA for managers 1,175,000 share subscription warrants were issued Subscription price was established at 0.20 Exercise price was established as 2.42 Hurdle to exercise is a share price of Convertible bonds Conversion procedure: 25,000 shares for 1 convertible bond; i.e. 2.5 per share Redemption premium: 13.67% for non-conversion at maturity on 25 March 2016 Coupon: 3% p.a. 20 bonds converted in 2014: 161 bonds in the portfolio at the end of 2014; 6 converted in 2015

25 Balance Sheet Explanations (III) Own shares Liquidity contract: 20,268 (average 2.66) Share Buyback Programme: 158,575 (average 2.60) End of Factoring facility The contract was replaced by a non-secured facility with the group s banking partners Trade receivables increased by 4,057k Other receivables went down by 2,716k Cash collected was 1,300k 26

26 Statutory Income Statement Profit and loss account ( m) French accounting standards Change ( m) Gross Margin Staff Expenses Overheads EBITDA % of Gross Margin -2.9% 2.4% EBIT (Operating Profit) Financial Results * +6.1 Profit Before tax Extraordinary Results Tax (R&D credit) Net profit (loss) *release of provision based on impairment test on the stake in Denmark, Spain and Finland

27 Statutory Balance Sheet in m Intangible Assets Equity Tangible and financial Assets Provision for bonds Receivables Convertible bonds Other Receivables Other Debts Payables Cash Other payables Differed expenses Differed revenue Total Assets Total Liabilities

28 Financial UPDATE Q1/15

29 Results for Q1/2015 in m Q1/2013 Q1/2014 Q1/2015 Gross Margin EBITDA % of Gross Margin 3.6% 8.2% 10.7% Landmark client wins has been absorbed, from a Gross Margin perspective, by reduced budgets of existing clients (e.g. Bouygues) Positive effect of the restructuring made in 2014 Data & Analytics department supported the growth in EBITDA during the quarter 30 Another strong quarter

30 EBITDA Q1/13 Q2/13 Q3/13 Q4/13 Q1/14 Q2/14 Q3/14 Q4/14 Q1/15 Q2/15 Q3/15 Q4/15 2.7m 4.5m m +100% actual; 2015 expected

31 Outlook

32 SWOT Analysis Good EMEA & MENA coverage A working platform of 450+ people in place with 20+ Offices Full Service Product Offering across all Performance Marketing Channels plus strong Data Offering 100% direct Client Contracts No coverage in Eastern Europe, LATAM and US Limited top line growth due to profitability focus in the last 18 months Low trading volume, limited free float and a low market cap s ability to attract more investors Data offering adopted well and puts the Company into the clients digital strategy Facebook is developing into a new lead product and fuels the growth of the Company Clients are consolidating channels and markets with one agency and is positioned perfectly to capitalise on that TV will be the next performance channel and that will fuel s growth and positioning Worldwide consolidation of client budgets within one agency Current shareholder base can only support part of our future growth potential Digital is a highly competitive industry for talent, might lose senior people 33 Strong core competencies + multiple engines for growth

33 Competitive Landscape Big 6 The big advertising networks act under their sub-brands (iprospect, ) Only Aegis, WPP and Publicis compete with NetBooster (comparable size) Havas, IPG and Omnicom are not prepared to start the digital future International & Independent No independent & international players are left Biggest agencies are around people and focused only on selected regions NetBooster is the last unicorn Regional Experte All the medium sized companies disappeared from the map Therefore smaller agencies have the space to develop After reaching a certain size they get bought by the Networks (e.g. Trakken) 34

34 Ad Spending Worldwide 40% 26% 2% 28% 4% Biggest handicap for NetBooster is missing a presence in the US Large US corporations and multinational European companies believe they are forced by this fact to pick one of the Big 6 media networks to get a worldwide solution 35

35 XXX 36

36 37

37 XXX 38

38 The Challenge Real Time All Channels All Devices ANYWHERE TIME DEVICES 39 Target: Deliver a personalised dialogue

39 NetBooster Service Offering Combining all channels and OWNED CRM PRM BI add Vertical Know-How PAID PPC RTB Affili ate EARNED Crea tive Social SEO DATA & ANALYTICS 40 Putting Data and Tech into the heart of our clients strategy!

40 Our Tech vision in 2014 Listen Process Talk Web Website CRM Mobile Marketing Social Data Management Platform Machine Learning Connected Objects Integrated (de-duped) data sets Services Retail Examine the patterns in historical data and process Call Center Open Data Products Learn the characteristics of each audience type Instore 41

41 we are successfully implementing it! 42

42 Management Outlook Agency Vision Financial Vision Product Vision 1,000+ employees Strong footprint with local offices in US, EMEA, MENA and APAC by acquiring other mid sized agencies Focus on large national (40%) and global clients (60%) Positioning of NetBooster as the best, most innovative and biggest worldwide independent agency for digital growth and transition 150m+ Enterprise Value 500m+ managed advertising budgets 80m+ Gross Margin (GM) 20%+ GM/EBITDA ratio 15m+ EBITDA NetBooster is positioned as the lead consultant for digital transition of Big Brands Full Integrated offering incl. all digital ad-channels Strong focus on new digital channels like Internet-TV and Video Advertising Owned and 3rd party full technology offering: Analytics, DMP, DSP, CRM, AD-Server etc. 43 Management Outlook for 2017+

43 Share Price (last 12 months) , % Index ,000 20,000 10,000 0 Shares traded Average Daily Volume - Netbooster CAC 40 EURO STOXX Media Netbooster 44 Low trading volume due to size & low free float

44 Strategic Options Having achieved a certain level of stability, NetBooster now sees itself being able to develop from being the biggest independent European digital performance agency into the worldwide leader in this segment Our corporate finance strategy foresees the use of operating free cash flows and bridge loan to repay the Convertible Bond in 2016 (as applicable) Management has been given a mandate by the Board to start discussions with potential acquisition targets and to get new investors on board to grow the Company 2016 & 2017 will be growth years in terms of number of employees, world wide coverage and launch of new offerings 45

45 Our Strategic SUMMARY

46 Strategic Summary No.1 Independent Performance Agency Long term vision to change the digital advertising agency landscape Entrepreneurial spirit throughout the business 450+ people, 21 locations and 300 clients 47

47 Disclaimer The material in this presentation is general background information about NetBooster SA, to date, prepared by NetBooster SA. This information is given in a summary form and does not purport to be complete. This presentation, including forecast financial information should not be considered as advice or recommendation to investors or potential investors in relation to acquiring, selling or transfer by any means NetBooster s securities. Before acting on any information included into this presentation, one should consider the appropriateness of the information, any relevant offer document and especially should seek for independent financial advice. It is reminded that all securities involve financial risks. This presentation may contain forward looking statements including statements regarding our intent, belief or current expectations with respect to NetBooster s businesses and operations, market conditions, results of operation and financial condition, specific provisions and risk management practices. These statements are based on the current expectations and assumptions of NetBooster s management and they are, therefore, subject to risks and uncertainties. Many factors can impact NetBooster s results and performance, thus forecasts and hypothetical examples are subject to uncertainty and contingencies outside NetBooster s control. Results and performance can be materially different from any future results or performance that may be expressed or implied by the forward looking statements contained in this presentation. NetBooster does not undertake to implement any of the actions and operations that may be described in the forward looking statements. Moreover, we remind you that past performance is not a reliable indication of future performance. 48

48 Thanks for your attention 49