Update 31 March 2015

Transcription

1 Update 31 March 2015

2 DISCLAIMER This presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities issued by Bang & Olufsen A/S in any jurisdiction, including the United States of America, Canada, Australia, Japan or the United Kingdom, or an inducement to enter into investment activity in any jurisdiction. This presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities issued by Bang & Olufsen A/S in any jurisdiction, including the United States of America, Canada, Australia, Japan or the United Kingdom, or an inducement to enter into investment activity in any jurisdiction. This presentation contains forward looking statements. Such statements concern management s current expectations, beliefs, intentions or strategies relating to future events and hence involve substantial risks and uncertainties. Actual future results and performance may differ materially from those contained in such statements. This presentation does not imply that Bang & Olufsen A/S has undertaken to revise these forward looking statements, except what is required under applicable law or stock exchange regulation. 2

3 KEY HIGHLIGHTS Automotive Automotive brand license agreement with HARMAN Transfer of the Automotive assets to HARMAN Automotive License agreement Transfer of assets New consumer focused strategy Focus on Bang & Olufsen and B&O PLAY brands Leverage brand value through select partnerships Restructuring to a new operating model Non-core B2B activities Agreement regarding sale of minority stake in Medicom signed ICEpower considered non-core and future ownership to be investigated Financials and guidance Estimated historical financials and guidance for continuing business Automotive transaction financials Financials and guidance 3

4 AGENDA 1. Automotive 2. New consumer focused strategy 3. Other non-core B2B activities 4. Continuing business 5. Near-term events 4

5 AUTOMOTIVE BRAND LICENSE AGREEMENT WITH HARMAN New Automotive brand license agreement and transfer of Automotive assets to HARMAN Focus on value creation Automotive share of Group revenue Automotive 21%* Future cash flow from license payments Reduce complexity Brand awareness Significant reduction of organisational complexity Enable stronger consumer focused strategy Potential significant increase in Automotive volumes Effective expansion of Bang & Olufsen and B&O PLAY brand awareness Upfront cash payments Attractive valuation Upfront cash payments Future license payments per unit sold to new brand partners * Full year 2013/14 Use of proceeds Maximise shareholder value Create strong capital base in order to support new consumer focused strategy Reduce the company s bank facilities Future capital structure communicated at announcement of full year results for 2014/15 5

6 A UNIQUE BRAND LICENSE AGREEMENT High-end and premium consumer brands Acoustics leveraging key strengths and competencies of Bang & Olufsen and HARMAN Distribution and scale Car integration and technology Design and craftsmanship Financial strength 6

7 KEY PAYMENT TERMS OF THE TRANSFER OF AUTOMOTIVE ASSETS AND BRAND LICENSE AGREEMENT WITH HARMAN Cash payment to be paid at closing of approx. DKK 1,170 million Represents a significant license revenue opportunity potentially exceeding the upfront payments Payment for the transfer of Automotive assets Fixed license pre-payment Variable license payments subject to volumes sold Fixed per unit license payment After 20 years, an aggregate threshold of DKK 3 billion determines the future terms of license payments DKK ~1,095m DKK ~75m DKK ~255m Guaranteed annual minimum license fee of DKK 12.7 million for a duration of 20 years Upfront cash payment Upfront cash payment Future license payments Transfer of the Automotive assets Automotive brand license agreement 7

8 SMOOTH TRANSITION OF COMPETENCIES AND ACTIVITIES Transition objectives High-level transition process The overall aim is to carry out the transition of Automotive competencies and activities as smoothly and efficiently as possible Signing 31 March 2015 Closing 6-10 weeks after signing Following closing The planned transition process will minimise disruption for OEMs and create an even stronger and more efficient setup All Bang & Olufsen Automotive employees will be transferred to HARMAN to ensure the delivery of the level of unique innovation, visual design, and craftsmanship, which Bang & Olufsen is known for Bang & Olufsen continues to operate all Automotive activities Detailed transition actions are agreed with HARMAN for each functional area Full Transfer of employees Bang & Olufsen continues to supply key components, incl. aluminum parts Integration of the Bang & Olufsen Automotive business with HARMAN s Car Audio business High Low Bang & Olufsen involvement 8

9 AGENDA 1. Automotive 2. New consumer focused strategy 3. Other non-core B2B activities 4. Continuing business 5. Near-term events 9

10 NEW CONSUMER FOCUSED STRATEGY Vision for the future consumer business Further strengthen the position of Bang & Olufsen as a luxury brand Leverage the new generation of Audio and Video products combining our unique design with our modern digital wireless platforms Strengthen the position of B&O PLAY as a premium brand for portable audio and headphones, based on superior design and acoustics Strategy for the future consumer business Further strengthen areas of core competencies within acoustics, design and craftsmanship Continue to focus on leveraging technology partnerships and platforms Optimise supply-chain and manufacturing footprint to reduce complexity and enable scale Continue to lift quality and customer experience in exclusive B1/SiS network and expand TPR distribution 10

11 THE LEADING BRAND IN LUXURY CONSUMER ELECTRONICS The unique brand to be leveraged in the new consumer focused strategy Coolbrands rated B&O as the UK s 11 th coolest brand in 2014/15 and B&O has been in top ~10 since 2008 by Luxury AV experience Back bone of the company World class, luxury brand proposition High-end retail network Driver of innovation Focus in German market rated B&O as no. 1 in 2014 based on product quality and workmanship by Premium portable audio and headphones Extension of the Bang & Olufsen brand to: Attract new and younger audience Increase brand awareness Gain volume and generate cash flow 3 Red Dot design awards within last 3 years to Bang & Olufsen and B&O PLAY products Targeted brand licencing Leverage brand value Increase brand awareness Enable even stronger growth and awareness of the brand 11

12 Key activities Main focus STRATEGY TO BUILD A FUTURE CONSUMER FOCUSED BUSINESS Reduce complexity Reduce complexity and maximize shareholder value through divestments of noncore assets Secure new profitability model Ensure profitability and complexity reduction of consumer business Strengthen brand position Strengthen position as luxury consumer brand Build future operating model Launch significant structural changes to build future operating model Transfer of the Automotive assets Divestment of Medicom Future ICEpower ownership to be investigated Consumer focus with AV and B&O PLAY Ensure strong revenue from strategic brand licensing partnerships, e.g. the recently announced Hewlett-Packard partnership Address costs Optimise the footprint and deliver significant cost reductions Continue to strengthen retail operating model and invest in marketing Focus AV on the home and interior design and focus B&O PLAY on design and sound Increased use of partnerships to transform current operating model and significantly increase scale and reduce complexity Accelerate third party revenue (TPR) partners for B&O PLAY 12

13 AGENDA 1. Automotive 2. New consumer focused strategy 3. Other non-core B2B activities 4. Continuing business 5. Near-term events 13

14 OTHER NON-CORE B2B ACTIVITIES Divestment of minority stake in Medicom Bang & Olufsen has signed an agreement to divest the minority stake (35 per cent) in Medicom to Maj Invest As a result of the transaction, Bang & Olufsen expects to book a nonrecurring gain of DKK 6.6 million in the fourth quarter of the 2014/15 financial year The cash flow effect of the divestment is estimated to DKK 16 million The transaction is subject to customary closing conditions ICEpower ownership alternatives to be investigated As a consequence of the new consumer focused strategy, it has been decided to investigate the future ownership alternatives of ICEpower ICEpower is the leader in the audio engineering market providing class D audio solutions to manufacturers of professional and consumer audio products. Approx. 10% of ICEpower s sales is to the Bang & Olufsen Group 14

15 AGENDA 1. Automotive 2. New consumer focused strategy 3. Other non-core B2B activities 4. Continuing business 5. Near-term events 15

16 HISTORICAL REVENUE AND ESTIMATED EBIT 3rd quarter Year to Date Q3 (DKK million) 2014/ /14 Change, % 2014/ /14 Change, % Revenue by segment Continuing Business AV B&O PLAY Total continuing business Discountinued Business Automotive (1) (9) ICEpower (8) Total discountinued business (0) (9) Elimination of internal revenue (2) (3) - (6) (9) - Exchange rate adjustments 20 (2) - 32 (3) - Revenue Group Estimated EBIT by segment* Continuing Business (280) - (260) (140) - (120) - Automotive ICEpower Following the closing of the Automotive transaction and the decision to divest non-core assets, Bang & Olufsen s continuing business will comprise the AV and B&O PLAY segments Estimated EBIT for the continuing business for the first nine months of the 2014/15 financial year is negative DKK million Ranges in Estimated EBIT relate to the indirect cost allocation and highly integrated, complex processes between the segments In addition to the recently announced restructuring activities and related cost reduction measures further cost reduction measures such as footprint optimisation, streamlining of supply-chain related areas and reduction in service and support functions will be implemented in the current financial year and in 2015/16 to mitigate costs for shared functions which are currently allocated to Automotive EBIT Group (20) - 0 (28) - (244) - (224) (61) - * I) Ranges in Estimated EBIT relate to the indirect cost allocation and highly integrated, complex processes between the segments. II) The Estimated EBIT figures are not in accordance with IFRS as costs for shared functions are currently allocated to Automotive based on historical allocations. A part of these will be reclassified from discontinued business to continuing business in accordance with IFRS 5 in the annual report for the 2014/15 financial year 16

17 A STRONG GROWTH IN THIRD QUARTER Supply chain issues resolved TV production and other supply chain issues have been solved Strong B&O PLAY supply situation New products launched Strong portfolio introducing new B&O PLAY products, with great reception Exclusive Love Affair Collection launched Strengthened distribution Continued expansion of the Third Party distribution Net increase in the number of B1/SiS stores while increasing sales per store Strong growth in consumer business Growth primarily driven by new, innovative products in the consumer segment AV segment revenue for the third quarter 2014/15 increased 13% compared to the same period last year and B&O PLAY revenue increased 41% during the same period 17

18 GUIDANCE, USE OF PROCEEDS AND FUTURE CAPITAL STRUCTURE The outlook for the 2014/15 financial year remains unchanged compared to the outlook previously given (see Company Announcement from 12 March 2015) Full year 2014/15 outlook According to IFRS, Automotive and ICEpower will be reclassified as discontinued business in the Annual Report for the 2014/15 financial year and the guidance for the continuing business can be further specified as follows The continuing business is expected to show high single digit revenue growth for the 2014/15 financial year Estimated EBIT for the continuing business is expected to be negative DKK million for the 2014/15 financial year o This Estimated EBIT assumes a positive Estimated EBIT from the continuing business in Q4 This guidance does not include costs related to the restructuring announced 12 March 2015, potential impairments, and costs for shared functions which are currently allocated to Automotive and gains from the Automotive transaction Use of proceeds and future capital structure The Board of Directors will seek to maximise shareholder value by creating a strong capital base to support the new consumer focused strategy The proceeds from the transaction are expected to be partly used to reduce the company s bank facilities The future capital structure will be communicated in connection with the announcement of the full year results for 2014/15 18

19 AGENDA 1. Automotive 2. New consumer focused strategy 3. Other non-core B2B activities 4. Continuing business 5. Near-term events 19

20 NEAR-TERM EVENTS AND COMMUNICATION Mar Apr May Jun Jul Aug Sep Fiscal year-end 2014/15 31 March April 2015 ~6-10 weeks after signing 13 August 2015 Signing Q3 2014/15 Closing AR 2014/15 Announcement of Automotive brand license agreement and transfer of Automotive assets to HARMAN Announcement of new consumer focused strategy Divestment of Medicom and investigation of future ICEpower ownership Release of Q3 2014/15 interim report Expected closing of the transfer of Automotive assets and brand licensing agreement Release of 2014/15 Annual Report Future capital structure Presentation of the new consumer focused strategy and the new operating model Status on restructuring Updated financial and strategic targets 20

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