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Tesmec

Investor Presentation Apr 14, 2020

4055_ip_2020-04-14_2c203bcc-edd9-406a-9d72-42a18003b468.pdf

Investor Presentation

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  • Stringing
  • Energy Automation
  • Railway
  • Trencher

Integrated Solutions Provider

Global Strategy Update

www.tesmec.com

Strategic Overview >

  • Impact of Covid-19 >
  • Business Acquisition – 4SERVICE >
  • Financial Structure Strengthening >
  • Outlook 2020-2021 >

Strategic overview

TESMEC Group strategic market segments

  • ENERGY
  • TELECOM
  • INFRASTRUCTURES

Post COVID-19 approach

Further focus on development guidelines:

  • CONNECTIVITY IS A MUST (5G opportunities, digitalization)
  • xxx ▪ SAFETY-FIRST (Diagnostic, Artificial Intelligence, Cybersec)
  • ENVIRONMENTAL IMPACT (Energy transition)

Focus on key geographic areas: USA, China and New developed Countries

TELECOM & CIVIL INFRASTRUCTURES xxx TRENCHER BUSINESS xxx

MARKET TRENDS

  • From SALES to RENTAL
  • 5G and Telecom
  • Infrastructures and mining

  • Wide rental fleet

  • Clean & Fast solutions
  • Complete jobsite management

Energy Business

MARKET TRENDS

  • Powerline refurbishment and management (smart grid) due to the aging of existing conductors in western countries
  • Interconnection lines to connect renewables sources

ENERGY xxx STRINGING BUSINESS xxx

  • Methodologies for rethinking maintenance activities
  • Green approach (full electric range)

MARKET TRENDS

  • Smart grids
  • Energy transition

Cybersecurity

ENERGY xxx ENERGY AUTOMATION BUSINESS xxx

  • Protection, monitoring & remote control
  • Substation Automation Systems (SAS)
  • IoT platform and sensors

Railway Business

MARKET TRENDS

  • Safety and Reliability for railway infrastructure
  • National investments program to support local economy
  • Predictive maintenance through Artificial intelligence and Big data

RAILWAY xxx RAIL BUSINESS xxx

  • Complete portfolio of technological solutions for railway electrification and maintenance
  • Advanced working vehicles for maintenance purpose
  • Diagnostic vehicles with integrated diagnostic systems for unmanned diagnostic and data management platform

  • Strategic Overview >

  • Impact of Covid-19 >
  • Business Acquisition – 4SERVICE >
  • Financial Structure Strengthening >
  • Outlook 2020-2021 >
st
1
PHASE
xxx
Health emergency
Different
impacts
on
the
several
businesses
and
key
countries
of
the
Group
Stop
of
the
production
activities
in
Europe
No
impacts
in
the
Tesmec
markets/sector
but
delays
due
to
the
production
and
logistic
lock
down
nd
2
PHASE
xxx
Reopening
Essential services granted in smart working modality
Reopening of production activities
The gears of the reopening will be impacted by the Government Rules.
rd
3
PHASE
xxx
Recovery & growth
Recovery and growth thanks to new business opportunities and
relevance of Tesmec key
drivers: safety, connectivity and sustainability
Summary
Management
xxx
Actions

Efficiency and
flexibility actions adopted

Actions to maintain employment
levels

Investments in key infrastructure
sectors
  • Strategic Overview >
  • Impact of Covid-19 >
  • Business Acquisition – 4SERVICE >
  • Share Capital Increase Proposal >
  • Outlook 2020-2021 >
MARKET TRENDS
xxx

The rental business has a major in the global market. It is growing
and expanding in
market than ever before

Customers want to increase the flexibility
with limited investments in CAPEX
BENEFIT FOR THE
xxx
CUSTOMERS

Get the maximum operational advantage by having, when and where needed, the
most suitable equipment available for the type of work to be performed

Significant savings on time and costs
of execution with the possibility to test the
machines before deciding whether to buy
TESMEC TO BE
Integration of the 4SERVICE with the Tesmec USA's rental business to improve
efficiency and profitability

Keeping the Wet Rental/Full services business in Marais

Strategic Key Area: USA, EU and Australia/New Zealand
BUSINESS
DRIVERS

Cash-in business

Recurring
business

Increase business volumes and market shares thanks to a stronger and more
complete offer and
wider
range of solutions

Building long-term relationships
  • 4Service S.r.l. is the rental division, 100% owned by MTS S.p.A. (including MTS4SERVICE LLC), sold to Tesmec S.p.A.
  • ➢ The purchase price will be injected as future equity and not to be paid at closing of the transaction
  • MTS S.p.A. and Tesmec S.p.A. are controlled by TTC

Transaction Perimeter of the transaction

TESMEC Rental description and rationale TESMEC Rental fleet 2020

Overview of the TESMEC Rental Division

  • Tesmec Group, will be reorganized internally dedicating a BU to the rental division, TESMEC Rental. The Tesmec Rental will be focused on dry rental. The company will be able to provide clients with a single one stop shop and with the best suitable machine according to job site requirements, at the best time and place
  • This division will facilitate the sale of trenchers, allowing the client a sort of "trial period" for the trencher
4Service S.r.l. 19 trenchers owned + 8 trencher in leasing + 2
trenchers managed
MTS4Service LLC 13 trenchers owned
Tesmec USA –
Fleet
16 trenchers owned
58 trenchers

Rationale of the TESMEC Rental Division

TESMEC Rental is built up to face emerging market trend and internal needs. On one side, the market is changing and rental services might be elaborated to achieve the maximum operative advantage, allowing companies to increase the flexibility of financial resources and to reduce the financial fixed assets. On the other side, the Group might have the opportunity to increase sales, thanks to a wider fleet; and to build clients long-term relationship, thanks to customized rental contracts

Tesmec Group – Key financials post transaction Tesmec Group – Description post transaction

Tesmec Group
FY2019
Tesmec Group
Aggregated FY2019
Sales 200.7 198.6
EBITDA 27.4 31.4
EBITDA % 13.7% 15.8%
NFP 118.0 120.4
NFP/EBITDA 4.3x 3.8x
NET EQUITY 46.2 51.5
FCF (24.9) (23.1)
ST Fin Assets (9.9) (9.9)
Cash (17.9) (20.0)
Other LT Debt 145.9 150.3
NFP 118.0 120.4
Shareholder Loan 10.5 *
* The shareholder loan was 7.8 M€ end of March.

Key financials post transaction:

  • ✓ 2.1 p.p. EBITDA margin improvement
  • ✓ Improvement of NFP/EBITDA of 0.5x

  • ➢ The consolidation runner derives from the aggregation of 4Service S.r.l. (sale and rental business) and Tesmec Group, taking into consideration intercompany elisions

  • ➢ The combined entity Rental division will have a positive effect on Tesmec Group's Aggregated EBITDA. The EBITDA of €31.4m derives from 4Service S.r.l. EBITDA (€5.4m), Tesmec Group EBITDA (€27.4m), and intercompany elisions (€1.4m) that refer to:
  • ✓ the trenchers sold to 4Service S.r.l.: revenues for Tesmec Group amount to €9.6m and the related industrial cost for Tesmec Group was €7.1m resulting in an IC impact of €2.6m. The IC elision is also impacted by the minor costs related to the sale of trenchers by 4Service S.r.l. to the market (margin for 4Service S.r.l. would have been €1.1m higher if it had been part of Tesmec Group)
  • ✓ the revenues/cost for the rental of trenchers (€3.1m) and the revenues/cost for the services provided by Tesmec S.p.A. to 4Service S.r.l. (€1.3) are perfectly offset and have no impact at EBITDA level

The pro forma consolidated NFP should not take into account the shareholder loan that lies in 4Service Srl, as it is an outstanding debt towards shareholders, subordinated to the bank debt, as such it is represented separately. The EBITDA represented in the table below doesn't include the transaction costs.

Sale and rental financials are represented - €4.4m Other LT for 4Service S.r.l. is the IFRS 16 effect of the trenchers in leasing

Key Forecast Financials P&L FY19A-2020.Q1

Revenues
2019:

4Service S.r.l. + MTS4Service LLC
6.4 M€

Tesmec USA –
Fleet
3.0 M€
Revenues
2020.Q1:

4Service S.r.l. + MTS4Service LLC
1.7 M€

Tesmec USA –
Fleet
0.8 M€
4Service S.r.l.
(only Rental)
FY2019 Mar-2020 The
consolidation
runner
derives
from
the
Sales
EBITDA
EBITDA %
NFP
NFP/EBITDA
NET EQUITY
6.9
5.2
75.2%
12.8
2.5x
8.7
11.7 aggregation
of
MTS4Service
LLC
and
4Service
S.r.l.
(carve
out
of
MTS
S.p.A.)
taking
into
consideration
3
impacts:
IFRS16,
intercompany
elisions
and
the
restatement
of
certain
line
items
FCF 1.8
Shareholder Loan 10.5 7.8 Other
LT
Debt
is
relative
to
the
trenchers
Cash (2.1) (0.3) in
leasing
(according
to
IFRS
16
standards)
Other LT Debt 4.4 4.2
NFP 12.8 11.7
Market Price €m €m #
Valuation check Dec-19 Mar-20 trenchers
4Service S.r.l. -
Market Price
7.8 6.9 19
Leasing 4Service S.r.l. -
Market
Price
5.8 5.8 8
MTS4Service LLC -
Market Price
10.4 9.3 13
Total fleet market price 23.9 22.0 40
NFP 12.8 11.7
NWC 0.0 1.3
Equity Value
market price valuation
11.1 11.6 40

Trading and Transaction multiples based valuation

Trading
and transaction
valuation
Advantages
EV/EBITDA ≈4.1
EBITDA19 5.2 1) Value is ≈4.1 EBITDA
EV 21.1 2) Value is lower than market price value
NFP Mar20 11.7 3) No cash out for the transaction
Equity Value -
Price
9.4

Trading and Transaction multiples based valuation

  • ➢ 4Service S.r.l. valuation is around 4.1x, based on comparable transaction multiples, trading multiple and a comparison with Tesmec Group's valuation
  • The negotiated price is €9,4m as per trading and transaction multiples based valuation

Valuation check - @Market Price

Market Price -
Valuation check
€m
Mar-2020
4Service S.r.l. -
Market Price
6.9
Leasing 4Service S.r.l. -
Market Price
5.8
MTS4Service LLC -
Market Price
9.3
Total fleet market price 22.0
NFP 11.7
NWC 1.3
Equity Value -
market price valuation
11.6

Valuation check - @Market Price

➢ The fleet at market price has a value of €22m, leading to an asset based equity value of €11.6m

  • Strategic Overview >
  • Impact of Covid-19 >
  • Business Acquisition – 4SERVICE >
  • Share Capital Increase Proposal >
  • Outlook 2020-2021 >

The Tesmec Board of Directors approved a proposal which will be submitted to the Shareholders Meeting for the increase of share capital up to 50 M€

  • Strategic Overview >
  • Impact of Covid-19 >
  • Business Acquisition – 4SERVICE >
  • Share Capital Increase Proposal >
  • Outlook 2020-2021 >

Outlook 2020-2021

Guidelines
of
the
Business
Plan
will
be
released
in
June
2020
1Q
and
2Q
will
be
affected
by
the
spread
of
COVID-19
worldwide
with
a
Turnover
reduction
of
20%-25%
compared
last
year
xxx 3Q
and
4Q
will
recover
2020 The
yearend
turnover
will
be
less
than
2019,
due
to
the
2
months
of
substantial
lockdown
The
EBITDA
margin
should
improve
in
percentage
thanks
to
the
rental
activity.
The
Share
Capital
increase
and
cash
generation
will
materially
improve
the
ratio
between
the
net
financial
debt
and
EBITDA
TESMEC is focused in strategic market segments:
FOCUS ON
SMART GRIDS & ENERGY TRANSITION
xxx
STRATEGIC

5G AND TELECOM
MARKETS
INFRASTRUCTURES & RAILWAYS
that will drive the Group in the 3rd
phase of growth (slide 9)

ENERGY: increasing needs of "smart and digital" systems, focus on energy transition
and carbon free solutions
DEVELOPMENT
xxx

RAIL: push on maintenance and diagnostic of the railway network, new green
DRIVERS motorization and high safety standard

TRENCHERS: investment plan for modern infrastructures, global demand of
connectivity that requires underground fiber optic networks

Rationalization of costs structure and improvement of margins
ACTION
PLAN

Take advantage of the liquidity measures taken by the governments against COVID-19
xxx
Reinforcement of the management structure in strategic positions to face the new
challenges

Disclaimer

The Manager responsible for preparing the company's financial reports, Marco Paredi, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this presentation corresponds to the document results, books and accounting records.

Certain information included in this document is forward looking and is subject to important risks and uncertainties that could cause actual results to differ materially.

Any estimates or forward-looking statements contained in this document are referred to the current date and, therefore, any of the assumptions underlying this document or any of the circumstances or data mentioned in this document may change. Tesmec S.p.A. expressly disclaims and does not assume any liability in connection with any inaccuracies in any of these estimates or forward-looking statements or in connection with any use by any third party of such estimates or forwardlooking statements.

This document does not represent investment advice or a recommendation for the purchase or sale of financial products and/or of any kind of financial services. Finally, this document does not represent an investment solicitation in Italy, pursuant to Section 1, letter (t) of Legislative Decree no. 58 of February 24, 1998, or in any other country or state.

In addition to the standard financial reporting formats and indicators required under IFRS, this document contains a number of reclassified tables and alternative performance indicators. The purpose is to help users better evaluate the Group's economic and financial performance. However, these tables and indicators should not be treated as a substitute for the standard ones required by IFRS.

www.tesmec.com

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