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Fluidra S.A.

Investor Presentation Mar 1, 2021

1828_rns_2021-03-01_7490537e-d7d9-403c-9874-b570c085c0eb.pdf

Investor Presentation

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March, 2021

Disclaimer

  • 2
  • This document is for information purposes only and does not constitute an offer to sell, exchange or buy, or an invitation to make offers to buy, securities issued by any of the companies mentioned. This financial information has been prepared by Fluidra, S.A. ("Fluidra", and with all its subsidiaries, the "Fluidra Group") in accordance with International Financial Reporting Standards (IFRS). Taking into consideration the recent merger of Fluidra and the Zodiac Group, please note that the companies within the Fluidra Group coming from legacy Zodiac have reported on a September fiscal year, using US Dollars as its functional currency and under IFRS accounting standards. In this presentation, financials have thus been calendarized to December year-end based on management accounts. Financials have been converted to Euros at Fluidra reporting FX rates.
  • The assumptions, information and forecasts contained herein do not guarantee future results and are exposed to risks and uncertainties; actual results may differ significantly from those used in the assumptions and forecasts for various reasons.
  • The information contained in this document may contain statements regarding future intentions, expectations or projections. All statements, other than those based on historical facts, are forward-looking statements, including, without limitation, those regarding our financial position, business strategy, management plans and objectives for future operations. Such forward-looking statements are affected, as such, by risks and uncertainties, which could mean that what actually happens does not correspond to them.
  • These risks include, amongst others, seasonal fluctuations that may change demand, industry competition, economic and legal conditions, and restrictions on free trade and/or political instability in the markets where the Fluidra Group operates or in those countries where the Group's products are manufactured or distributed. The Fluidra Group makes no commitment to issue updates or revisions concerning the forwardlooking statements included in this financial information or concerning the expectations, events, conditions or circumstances on which these forward-looking statements are based.
  • In any event, the Fluidra Group provides information on these and other factors that may affect the Company's forward-looking statements, business and financial results in documents filed with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores). We invite all interested persons or entities to consult these documents.

Fluidra at a glance

  • Innovative, user-focused provider of highly engineered products and solutions
  • Listed on the Spanish stock exchange, with a market capitalization of >4.0B
  • Global headquarters in Barcelona, (Spain) and North American headquarters in San Diego (California)
  • Present in over 45 countries with over 5,000 employees
  • Owner of some of the industry's most recognized and trusted brands, including Jandy®, AstralPool®, Polaris®, Cepex®, Zodiac®, CTX Professional® and Gre®
  • c. €1.5bn sales and €321m EBITDA in 2020

Overview Global & balanced presence (Sales by geography FY2020A) Europe Rest of World LatAm

North America

Global manufacturing leader in pool equipment and wellness solutions

Highlights, Mission and Values

WE CREATE THE PERFECT POOL & WELLNESS EXPERIENCE

Highly attractive market with two growth drivers 1

New build growing but still well below pre-crisis levels

5

New pools, thousands

Resilient market driven by large installed base

Split by market type 2017

New build feeds pool base every year even in a downturn

Sources: Internal estimates based on external sources (news, company annual reports & presentations, and reports & publications from trade groups)

Sources: Internal estimates based on external sources (news, company annual reports & presentations, and reports & publications from trade groups)

Pandemic drive step change

Four strategic objectives that deliver value through 2022 2

Accelerate growth
in North America

Product category expansion
After market penetration


New product pipeline and connected pools
Leverage platform in
Europe and Southern
Hemisphere

Fluidra
Pro Center
expansion

Sales and customer management

Brand and channel management

Simplification
Increase penetration of
commercial pools in
emerging markets

Complete product portfolio
From prescription to project management
Improve margin via
operational excellence
and integration synergy

Value improvement & lean

Synergies
Quality


Service level

Strong cash flow generation and improving returns

…that is highly resilient…

9

  • Maintaining and upgrading an aging installed base is main market driver
  • New build below long-term historical averages adds room for further growth
  • Sales excellence, product expansion, service improvement and revenue synergies will drive market share gains
  • Diversified geographical footprint reduces risk profile

Revenue synergies and bolt-on acquisitions are additional growth drivers to current plan

Key margin improvement initiatives 3

Value initiatives and lean update

• Value initiatives and lean target revised upwards by €5m to €30m – now ongoing process targeting 1.5% - 2% of product cost per year

Cost synergies update

• Ahead in cost synergies, well positioned for 2021 target

Significant margin improvement and cash generation 3

400bps of total improvement 18.4% 22.4% 200 bps 140 bps 60 bps 2017 PF Cost Synergies Lean & Value Initiatives Operating Leverage 2022E

  • Cost Synergies guidance increased to €40m (i.e. 240bps)
  • Lean & Value Initiatives guidance increased to €30m (i.e. 180bps)
  • Maintenance capex remains at 3% of sales in the medium-term
  • Expected tax rate ± 27%

EBITDA margin evolution Delivers strong deleveraging for cash allocation

11

  • Financial policy is to operate company at ≈ 2x ND / EBITDA leverage
  • Aim to maintain the targeted +/- 2x optimal leverage ratio with the additional capital to accretive M&A and shareholder remuneration.
  • Net working capital as % of sales target is around 17-18% at year end

APPENDIX

Ownership structure and shareholders' agreement

2022 PLAN

14

Rhône Capital:

  • Prohibition to sell to a single acquirer (i) more than 20% or (ii) any number of shares if this would legally oblige the acquirer to launch a tender offer
  • Once funds managed by Rhône <=20% but > 7%:
    • Free transfers: (i) transfers made through an accelerated bookbuild offering, block trade or other similar transactions ("ABB") in which no single acquirer is entitled to acquire 3% or more (ii) transfers, whether in single or several transactions, representing a maximum aggregate of 3% within any 6 month period
    • Founding families have a right to participate on same terms / right of first offer on both (i) and (ii)
  • Once funds managed by Rhône <= 7%: Free transfers provided that in transfers made through ABB no single acquirer is entitled to acquire 3% or more

Founding Families:

• Lock-up period until July 2021 (i) sales up to a maximum of 5% in aggregate or (ii) among families

FY RESULTS 2020

February 26th 2021

Key Messages

    1. Excellent 2020 results. Early trading trends point to a strong 2021.
    1. Superb cash generation underpinning strength of our business model.
    1. Ongoing M&A activity within the accretive capital allocation policy.
    1. Approved new ESG Plan which will be shared during the next CMD.
    1. Fundamentals of the business remain solid, our leading platform is ready to continue our growth, margin and cash expansion profile despite the volatile environment.

FY Financial Highlights

Outstanding Operating Leverage & Cash Generation in 2020

€M 2019 2020 Evol.
20/19
Const. FX &
Perimeter
Sales 1,367.6 1,488.1 8.8% 11.0%
EBITDA 268.8 320.8 19.3% 19.4%
EBITA 203.1 262.7 29.3% 29.0%
Cash EPS 0.54 0.85 56.1% 57.8%
Operating Net
Working Capital
291.8 224.2 (23.1%) (22.1%)
Net Debt 756.8 581.9 (23.1%) (21.1%)
Debt/EBITDA
Net
2
8x
1
8x
(1
0x)
Net Financial Debt 635.0 467.7 (26.3%) (24.7%)
Full Year Run Rate Synergies
Achieved
29.0 37.2 28.1%
  • Double digit Sales increase in Q4, boosted by continued demand momentum in Residential Pool.
  • EBITDA and EBITA showed excellent operating leverage driven by Gross Margin expansion and cost synergies.
  • Cash EPS improved significantly as did Net Profit, up 57.8%.
  • Magnificent evolution of Operating Net Working Capital, exceeding expectations.
  • Superb cash generation led a turn of reduction in Net Debt.
  • Ahead in Cost Synergies, well positioned for our 2021 €40M target.

Note: EBITDA and EBITA are adjusted to include Run Rate Synergies and exclude Non-Recurring Expense. For more details please refer to page 17. For more details on Cash EPS please refer to page 18.

FY RESULTS 2020 February 26th 2021

Highlights for the Quarter

People and Customers

  • Operating with agility in the "new normal" working environment. Measures and processes in place make us better prepared for pandemic's resurgences.
  • Approved the new ESG Plan. Rated for the first time on ESG by S&P with a 69/100 rating. This is a solid starting point to grow from. With regards to environmental, we were also rated for the first time by the CDP organization (C grade), a clear example of Fluidra's commitment on climate change.

Sales Impact and Recent Evolution

  • Sustained levels of high demand during Q4. Strong US Early Buy orders point to an excellent start to 2021.
  • Lasting stay at home macro trends support Aftermarket with the additional tailwind of strong New-Builds backlog. Many pool builders in core residential markets currently see their backlog >2x above LY levels and growing. Substantial increase in delivery times for New-Builds supports our second engine of growth for the medium term.
  • Northern Hemisphere's lower seasonal quarters offer an opportunity to make up for the industry's capacity constraints.
  • As the vaccine program progresses worldwide during 2021, the Commercial Pool activity is expected to start recovering in the second half.

Operating Expenses

  • Marginal supply chain impacts for the whole year as we continue to catch-up to the strong demand in our inventory levels.
  • Continued normalization of Opex levels and delivery of margin expansion initiatives, as we keep executing our plan.

Accretive Capital Allocation: Ongoing M&A Activity

  • Started 2021 with the acquisition of Built Right, a trusted Florida-based manufacturer of heat pumps for \$10M.
  • Further strengthens the company's position as a leader in pool and spa heating solutions.

FY RESULTS 2020 February 26th 2021

Sales by Geography

Solid Growth in All Geographies Driven by the Residential Pool Activity in Q4

Q4 €M 2019 %
Sales
2020 %
Sales
Evol.
20/19
Const. FX &
Perimeter
Southern Europe 52 17% 64 19% 23.1% 23.2%
Rest
of Europe
36 12% 45 13% 26.1% 23.7%
North America 131 43% 147 43% 12.2% 19.7%
Rest of the World 86 28% 89 26% 3.5% 7.4%
Total 305 100% 345 100% 13.3% 17.3%
% % Evol. Const. FX &
FY €M
Southern Europe
2019
443
Sales
32%
2020
459
Sales
31%
20/19
3.6%
Perimeter
3.8%
Rest
of Europe
230 17% 285 19% 23.9% 25.0%
North America 426 31% 486 33% 14.2% 17.2%
Rest of the World 269 20% 258 17% (4.0%) 0.7%
  • Southern Europe, excellent performance in the quarter driven by France, Italy and Spain.
  • Rest of Europe, continued strong evolution in this quarter, led by Germany.
  • North America, double digit growth in the quarter with strong demand. Shipments prioritized for standard orders.
  • Rest of the World, positive growth in residential markets in the quarter, which more than offset the weaker performance in Commercial Pool driven markets.

Sales by Business Unit

Residential Aftermarket and New-Builds Activities Drive Growth

Q4 €M 2019 %
Sales
2020 %
Sales
Evol.
20/19
Pool & Wellness 296 97% 337 98% 13.8%
Residential 217 71% 250 72% 15.1%
Commercial 25 8% 22 7% (10.0%)
Pool Water Treatment 38 13% 45 13% 17.2%
Fluid Handling 16 5% 20 6% 25.0%
Irrigation, Industrial & Others 9 3% 8 2% (4.6%)
Total 305 100% 345 100% 13.3%
FY €M 2019 %
Sales
2020 %
Sales
Evol.
20/19
Pool & Wellness 1,320 97% 1,447 97% 9.6%
Residential 953 70% 1,073 72% 12.6%
Commercial 99 7% 90 6% (8.9%)
Pool Water Treatment 192 14% 202 14% 5.2%
Fluid Handling 76 6% 82 6% 8.1%
Irrigation, Industrial & Others 48 3% 41 3% (13.7%)
  • Residential Pool had a strong growth in the quarter favored by the "cocooning effect" driven by both Aftermarket and New-Builds.
  • Commercial Pool new projects execution remained soft partially offset by Commercial Pool launch in North America.
  • Pool Water Treatment had double digit growth in the quarter. Very strong performance of Water Care Equipment, which more than offset weaker evolution of Chemicals for Commercial Pool.
  • Fluid Handling experienced an outstanding evolution in Q4, positively impacted by North America's strong performance and the greater contribution of refurbishments and New-Builds.

FY Results

Increasing Operating Leverage Leads to Higher Profitability

€M 2019 % Sales 2020 % Sales Evol.
20/19
Sales 1,367.6 100% 1,488.1 100% 8.8%
Gross Margin 708.1 51.8% 787.2 52.9% 11.2%
Opex
before Dep. & Amort.
445.2 32.6% 466.0 31.3% 4.7%
Provisions for Bad Debt 4.1 0.3% 3.7 0.2% (9.3%)
EBITDA 268.8 19.7% 320.8 21.6% 19.3%
Depreciation 65.7 4.8% 58.1 3.9% (11.6%)
EBITA 203.1 14.9% 262.7 17.6% 29.3%
Amortization (PPA related) 63.9 4.7% 59.9 4.0% (6.4%)
Non-Recurring Expense and
Run Rate Synergies
63.6 4.7% 18.7 1.3% (70.6%)
Net
Financial Result
55.4 4.1% 45.1 3.0% (18.7%)
Tax Expense 6.0 0.4% 39.1 2.6% 553.9%
Minority
Interest
5.7 0.4% 3.5 0.2% (38.1%)
Net Profit 8.4 0.6% 96.4 6.5% 1,043%
Cash
Profit
Net
106
2
7
8%
165
8
11
1%
56
1%
  • Great Sales growth in 2020 led by Northern Hemisphere.
  • Strong Gross Margin expansion, driven by price and value improvement initiatives, absorbing negative country and product mix.
  • Good Opex management through pandemic control measures on top of cost synergies and VI.
  • EBITDA and EBITA showed strong operating leverage.
  • M&A related amortization line continued to decline.
  • Cash Net Profit evolution showcasing outstanding operating leverage as well as lower cost of debt.

Note: EBITDA and EBITA are adjusted to include Run Rate Synergies and exclude Non-Recurring Expense. For more details please refer to page 17.

For more details on Cash EPS please refer to page 18.

FY RESULTS 2020 February 26th 2021

Net Working Capital

Improving NWC Throughout the Year in an Inventory Supply Challenged Environment

December €M 2019 2020 Evol. 20/19
Inventory 259.5 281.8 8.6%
Accounts
Receivable
314.7 249.3 (20.8%)
Accounts Payable 282.4 306.9 8.7%
Operating Net
Working Capital
291.8 224.2 (23.1%)
Operating
/
Sales
NWC
LTM
21
3%
15
1%
(6
3%)
Earn-Outs & Other Items 9.1 12.8 39.9%
Total Net Working
Capital
282.7 211.5 (25.2%)
  • Operating Net Working Capital performed superbly, improving ratio to LTM Sales by 627 bps.
  • Inventory increased slightly to prepare for the season in a strong demand environment.
  • Accounts Receivable decreased despite strong sales growth, helped by a greater degree of standard orders in North America and continued fast collections.
  • Accounts Payable increased with the strong activity in Q4.

Cash Flow and Net Debt FY

Excellent Cash Flow Allows for Further Deleverage Including Acquisitions and Dividends

€M 2019 2020 € Evol. 20/19
Reported
EBITDA
205.3 302.1 96.8
Net Interest Expense Paid (46.6) (34.2) 12.5
Corporate Income Tax Paid (3.8) (35.2) (31.4)
Operating Working Capital (24.4) 34.3 58.7
Other
Operating Cash Flow
25.1 25.1 -
Operating Cash
Flow
155.5 292.1 136.5
Capex (47.6) (43.5) 4.1
Acquisitions / Divestments 21.8 (19.1) (40.9)
Other
Investment Cash Flow
(0.8) 1.9 2.7
Net
Investment Cash Flow
(26.6) (60.7) (34.1)
Lease
Liability Payments
(15.6) (20.3) (4.7)
Treasury Stock (8.9) (15.9) (7.0)
Dividends
and Others
(4.4) (42.8) (38.4)
Financing
Cash
Flow
(28.9) (79.1) (50.2)
Free Cash Flow 100.1 152.3 52.2
Prior Period Net
Debt
841.5 756.8 (84.7)
FX Impacts 15.41 (22.6) (38.0)
Free Cash Flow (100.1) (152.3) (52.2)
Net Debt 756.8 581.9 (174.9)
Net Leases (121.8) (114.1) 7.6
Net Financial Debt 635.0 467.7 (167.3)

(1) Assuming no FX impacts on FY '19 leases.

Superb Operating Cash Flow performance in 2020, driven by:

  • results improvement
  • lower Net Interest Paid due to repricing and lower debt
  • excellent Working Capital contribution
  • Investment Cash Flow is €34M higher than last year due to the divestiture of Aquatron.
  • Continued effect of COVID-19 prioritization plan on Capex, which has not been recovered despite acceleration in Q4.
  • Outstanding decrease in Net Financial Debt, bolstered by an impressive €152M positive cash generation as of Q4.

Outlook and 2021 Guidance

    1. January held the strong trend and early data for February points to maintained double digit Sales growth.
    1. COVID-19 drove unusual quarters in 2020, causing difficult quarterly comparables for 2021, especially in H2.
    1. Management is confident on achieving the following full year 2021 targets:
€M 2021 Guidance Key Assumptions
Sales growth 6% to 9% Growth rates at constant FX
EBITDA margin 22.5% to 23% M&A contributes 1% growth
Implied growth based on normal weather patterns
Guidance
does not include any COVID-19 resurgence shut-downs
Cash EPS growth 12% to 20% Tax rate of c. 28%
Assumed current FX rates
  1. Continuous strong cash generation allows for both accretive M&A and steadily increasing dividends. M&A pipeline is robust.

    1. Excellent 2020 results.
    1. 2021 off to a great start. The fundamentals of the sector remain strong. Macro stay at home trends point to industry growing off increased Aftermarket base and accelerated New Construction.
    1. Our strategy and investment thesis remains unchanged:
  2. Resilient and attractive market
  3. Driving growth through our customer-focused leading platform
  4. Margin expansion and strong cash conversion
  5. Delivering ROCE increase, further accelerated by accretive capital allocation
  6. Executing ahead of our 2022 Strategic Plan

FY RESULTS 2020

(I) Sales by Geography

Q4 Evol.
20/19
Const. FX Constant
Perimeter
Const. FX & Perimeter
Southern Europe 23.1% 23.1% 23.2% 23.2%
Rest
of Europe
26.1% 31.2% 18.7% 23.7%
North America 12.2% 19.7% 12.2% 19.7%
Rest of the World 3.5% 9.4% 1.6% 7.4%
Total 13.3% 18.8% 11.8% 17.3%
FY Evol.
20/19
Const. FX Constant
Perimeter Const. FX & Perimeter
Southern Europe 3.6% 3.6% 3.8% 3.8%
Rest
of Europe
23.9% 25.6% 23.3% 25.0%
North America 14.2% 17.2% 14.2% 17.2%
Rest of the World (4.0%) 1.8% (5.0%) 0.7%
Total 8.8% 11.2% 8.6% 11.0%

(II) Reported Profit & Loss Account FY

€M 2019 % Sales 2020 % Sales Evol. 20/19
Sales 1,367.6 100% 1,488.1 100% 8.8%
Gross Margin 701.5 51.3% 786.1 52.8% 12.0%
Opex
before Dep. & Amort.
492.1 36.0% 480.3 32.3% (2.4%)
Provisions for Bad Debt 4.1 0.3% 3.7 0.2% (9.3%)
Reported EBITDA 205.3 15.0% 302.1 20.3% 47.1%
D&A 129.8 9.5% 118.0 7.9% (9.1%)
Net Financial Result 55.4 4.1% 45.1 3.0% (18.7%)
PBT 20.1 1.5% 139.0 9.3% 591.9%
Tax
Expense
6.0 0.4% 39.1 2.6% 553.9%
Minority
Interest
5.7 0.4% 3.5 0.2% (38.1%)
NP from Cont. Oper. 8.4 0.6% 96.4 6.5% 1,043%
NP from
Disc. Oper.
(0.1) 0.0% 0.0 0.0% (100.0%)
Total Net Profit 8.3 0.6% 96.4 6.5% 1,058%

(III) Reconciliation to Reported EBITDA FY

€M 2019 2020 Evol. 20/19
EBITDA 268.8 320.8 19.3%
Integration
Related Non-Recurring Expense
(23.5) (5.1) (78.3%)
Other & FX
impact on Non-Recurring Expense
(4.0) (0.5) (87.9%)
EBITDA Discontinued Operations (Aquatron) 0.1 - (100.0%)
Profit/Loss
from sales of subsidiaries
(14.0) (0.7) (94.9%)
Stock Based Compensation (12.2) (9.1) (25.3%)
Run Rate Synergies (10.1) (3.3) (67.2%)
Reported
EBITDA
205.3 302.1 47.1%

(IV) Reconciliation of Reported to Cash Net Profit and Cash EPS FY

€M 2019 2020 Evol. 20/19
Reported Net Profit from Continued Operations 8.4 96.4 1,043%
Integration Related & Other Non-Recurring Expense 27.5 5.6 (79.7%)
Stock Based Compensation 12.2 9.1 (25.3%)
Run Rate Synergies 10.1 3.3 (67.2%)
P&L
Financial Result
55.4 45.1 (18.7%)
Cash Interest Paid (46.6) (34.2) (26.8%)
Amortization (PPA related) 63.9 59.9 (6.4%)
Perimeter 14.0 0.7 (94.9%)
Cash Adjustments 136.5 89.5 (34.4%)
Tax Rate 28
4%
22
5%
(5
9%)
Taxed Cash Adjustments 97.8 69.4 (29.0%)
Cash Net Profit 106.2 165.8 56.1%
Share Count 195.6 195.6 -
Cash EPS 0.54 0.85 56.1%

(V) Reported Balance Sheet

Assets 12/2019 12/2020 Liabilities 12/2019 12/2020
PPE & Rights
of Use
235.8 222.6 Share Capital 195.6 195.6
Goodwill 1,103.9 1,075.5 Share Premium 1,148.6 1,148.6
Other Intangible Assets 736.2 641.7 Retained Earnings 113.2 227.6
Other
Non-Current Assets
94.8 98.5 Interim Dividends - (40.8)
Total Non-Current Assets 2,170.6 2,038.3 Treasury Shares (14.0) (35.8)
Other Comprehensive Income (3.8) (74.0)
Minorities 5.9 6.7
Total
Equity
1,445.5 1,428.0
Bank Borrowings + Loans 857.0 671.1
Other Non-Current
Liabilities Incl. Lease
328.7 305.5
Inventory 259.5 281.8 Total Non-Current
Liabilities
1,185.8 976.6
Accounts Receivable 314.7 249.3 Bank borrowings + Loans 21.9 20.0
Other Current Assets 10.0 10.9 Accounts Payable 291.6 319.7
Cash 242.2 225.6 Other Current Liabilities Incl. Lease 52.4 61.6
Total Current Assets 826.5 767.7 Total Current
Liabilities
365.8 401.3
Total
Assets
2,997.1 2,806.0 Total Equity
& Liabilities
2,997.1 2,806.0

THANK YOU FOR YOUR ATTENTION!

Bloomberg ticker: FDR:SM Reuters ticker: FLUI.MC

Luis Boada IR, Corporate Communications & Business Development Director [email protected] T: +34 93 724 39 00 M: +34 600 930 505 www.fluidra.com/shareholders

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