Investor Presentation • Feb 24, 2015
Investor Presentation
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24 February 2015
THIS DOCUMENT MAY NOT BE DISTRIBUTED IN, OR TO ANY PERSON RESIDENT IN THE U.S., CANADA, AUSTRALIA OR JAPAN OR TO ANY AMERICAN CITIZEN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LEGISLATION
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www.asetek.com
This presentation and its enclosures and appendices (jointly referred to as the "Presentation") has been produced by Asetek A/S (the "Company") and has been furnished to a limited audience (the "Recipient[s]")on a confidential basis in connection with a potential securities issue by the Company. The content of this Presentation is not to be construed as legal, business, investment or tax advice, and has not been reviewed by any regulatory authority. Each Recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice. The information cannot stand alone but must be seen in conjunction with the oral presentation and are expressed only as of the date hereof.
The Presentation may include certain statements, estimates and projections with respect to the business of the Company and its anticipated performance, the market and the competitors. However, no representations or warranties, expressed or implied, are made by the Company, its advisors or any of their respective group companies or such person's officers or employees as to the accuracy or completeness of the information contained herein and such statements or estimates, no reliance should be placed on any information, including projections, estimates, targets and opinions contained herein, and no liability whatsoever is accepted by the Company as to any errors, omissions or misstatements contained herein. The information contained herein is subject to change, completion, or amendment without notice and the Company does not assume any obligation to update or correct the information included in this Presentation. Neither the delivery of this presentation nor any further discussions by the Company or any if its advisors with any of the Recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of the Presentation.
This presentation may contain certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", "will", "should", "may", "continue" and similar expressions. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; liquidity, capital resources and capital expenditures; profit; margin, return on capital, cost or dividend targets; economic outlook and industry trends; developments of the Company's markets; the impact of regulatory initiatives; and the strength of the Company's competitors. The forward-looking statements contained in this presentation, including assumptions, opinions and views of the Company, are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third party sources. Although the Company believes that these assumptions were reasonable when made, the statements provided in this presentation are solely opinions and forecasts which are uncertain and subject to risks, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. A multitude of factors can cause actual results to differ significantly from any anticipated development expressed or implied in this document. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved and you are cautioned not to place any undue reliance on any forward-looking statement. he distribution of this Presentation and the offering, subscription, purchase or sale of securities issued by the Company in certain jurisdictions is restricted by law. Persons into whose possession this Presentation may come are required by the Company to inform themselves about and to comply with all applicable laws and regulations in force in any jurisdiction in or from which it invests or receives or possesses this Presentation and must obtain any consent, approval or permission required under the laws and regulations in force in such jurisdiction, and the Company shall not have any responsibility or liability for these obligations. In particular, neither this presentation nor any copy of it may be taken or transmitted or distributed, directly or indirectly, into Australia, Canada, Hong Kong, Japan, Switzerland, United Kingdom or the United States unless pursuant to available exemptions from registration requirements.
In relation to the United States and U.S. persons, this Presentation is strictly confidential and is being furnished solely in reliance on applicable exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended. The shares of the Company have not and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States, or to or for the account or benefit of U.S. persons, unless an exemption from the registration requirements of the U.S. Securities Act is available. Accordingly, any offer or sale of shares in the Company will only be offered or sold (i) within the United States, or to or for the account or benefit of U.S. persons, only to qualified institutional buyers ("QIBs") in private placement transactions not involving a public offering and (ii) outside the United States in offshore transactions in accordance with Regulation S. Any purchaser of shares in the United States, or to or for the account of U.S. persons, will be deemed to have made certain representations and acknowledgements, including without limitation that the purchaser is a QIB. This Presentation and its contents are confidential and its distribution (which term shall include any form of communication) is restricted pursuant to section 21 (restrictions on financial promotion) of the Financial Services and Markets Act 2000 (as amended). In relation to the United Kingdom, this Presentation is only directed at, and may only be distributed to, persons who fall within the meaning of article 19 (investment professionals) and 49 (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (financial promotion) Order 2001 (as amended) or who are persons to whom the document may otherwise lawfully be distributed. This Presentation may only be distributed in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended).
The contents of this Presentation shall not be construed as legal, business or tax advice. Each reader of this Presentation should consult its own legal, business or tax advisor as to legal, business or tax advice. If you are in doubt about the contents of this Presentation, you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser.
This Presentation is subject to Danish law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Danish courts.
Asetek is the world-leading provider of computer liquid cooling solutions
Fujitsu OEM agreement key milestone, confirms data center strategy potential
Q4 interim figures and outlook
Raising capital to strengthen financial growth platform and partner capacity
Cray installation at Sandia National Labs with Asetek RackCDU
Asetek's technology to be incorporated in Fujitsu's High Performance Computing product line
Asetek RackCDU D2C™
www.asetek.com
| Potential market | Fujitsu Asetek product launch |
Volume ramp | |
|---|---|---|---|
| Leading Japanese/German information and communication technology company Market presence in 100 countries The world's fourth largest server vendor by revenue Market leader in Europe and Japan |
Per Fujitsu, their potential HPC revenue in 2015 is \$200m Further and most interesting potential in general server / data center (X86) product line Global estimated HPC 2017 potential market opportunity of USD 0.4 bn Global estimated general server 2017 potential market size of USD 4 bn |
Expected product release in Q2 2015 First customer shipments expected in Q3 2015 |
Volume ramp in H2 2015 Currently quoting RackCDU based Fujitsu solutions projects in different regions |
Cray installation at Mississippi State University with Asetek RackCDU
Basis: IDC, Worldwide and U.S. Server 2014–2018 Forecast Update: 2Q14
| Educating (6-12 months) |
Testing and development (6-12 months) |
Sales revenue and product launch |
|
|---|---|---|---|
| End users | Creating acceptance and demand for liquid cooling |
Small scale testing and retrofitting for institutions |
Asetek sells to research institutions i.e., who create awareness among cloud companies and data center operators As a result, end users demand liquid cooling from hardware vendors (potential Asetek OEM customers) |
| OEM customers |
Educating on theoretical and practical benefits of liquid cooling Inspire to be first movers towards liquid cooling 'Tease' with end user revenue opportunities |
Extensive testing and product development for Tier I and II OEMs |
Asetek revenue growth opportunity Sales and revenues related to OEM customer product launches Recurring sales driven by product sales, upgrades and new launches Asetek data center OEM customers Fujitsu Cray |
Testing and development may affect timing and realization of technology adoption and sales
www.asetek.com
Net negative cash flow before breaking even \$15-25m
Top line growth exchanged for gross margin growth and crippled by imitators (growth expected to pick after trial cases Q215)
Growth driven by DIY segment and order sliding from Q4 2014 to Q1 2015
Desktop EBITDA impacted by revenue fluctuations
…but financing needed to fuel data center growth
*2013 HQ & Other include USD 1.7 million in litigation expenses. EBITDA adjusted for non-cash stock compensation **2014 HQ & Other include USD 3.9 million in litigation expenses. EBITDA adjusted for non-cash stock compensation
University of Tromsø, Norway with Asetek RackCDU
Cray CS-300 at Mississippi State University with Asetek RackCDU
R&D, Engineering Quality Complex CNC Manufacturing
Sales and Marketing Application Engineering Communications
Sourcing and Planning Vendor Management Mass Manufacturing (120 line workers at contract manufacturer)
Taipei Office
Sales
Source: Asetek management estimates
14
Split of enthusiasts building vs. buying their own PCs is constant at 65% vs. 35%
Professional workstations will continue to be a desktop form factor
Source: Jon Peddie Research PC Gaming Hardware Market Report 2012 (JPR)
| High Performance Computing | General purpose data centers |
|---|---|
Estimated 2015 potential market size of USD 0.4bn*
Large general purpose data centers for storage, cloud solutions, online social services, online trading, auctions, financial institutes etc.
Short-term focus market Biggest long-term opportunity
Basis: IDC, Worldwide and U.S. Server 2014–2018 Forecast Update: 2Q14
Basis: IDC, Worldwide and U.S. Server 2014–2018 Forecast Update: 2Q14
| Power saving | Energy cost and uptime is the number one concern for data center owners Focus on re-using waste heat from data centers Power/cooling is the #1 data center design criteria Sometimes more power is used in cooling the servers than actually running them |
|---|---|
| Going green | Global warming drives demand for greater data center efficiency Data centers account for almost 2-3% of the global power consumption |
| Organizational data |
More data centers being installed, particularly servers – increased density More organizational data being transferred across networks Organizations looking for more efficient cooling solutions Increased regulation will drive the demand for more storage capacity |
| Cloud computing |
Cloud computing emerges as preferred delivery model for infrastructure and application services Content consumption is moving to the cloud via non-PC end points (smart phones, tablets etc.) Demand for more data center capacity |
Sources: Datacenter Dynamics 2012 Global Census, BP, U.S. Energy Information Agency, Uptime Institute
Integrated and scalable business based on unique and proven IP and technology
| Market | Technology | Manufacturing | Intellectual property |
|---|---|---|---|
| Market leader by revenue, volume and customers Robust channel and OEM partnerships with almost all large industry players 15 years of experience with thermal management and liquid cooling |
Highly efficient direct-to chip liquid cooling Plug and play technology No end-user maintenance Common core technology behind all products Possible to re-use waste heat Low cost by design |
Highly scalable manufacturing model using "copy exact" principle Full control over production at contract manufacturer in China High-tech CNC manufacturing plant in Denmark High volume production cost advantage |
Products and technologies are patent protected ~20 granted patents worldwide, ~10 in the US, ~15 patents pending Spent USD ~6m on lawsuits Won one lawsuit with damages of USD ~0.5m. Injunction or royalty pending Further settlement of up to \$5.5m in process Fended off competition Regained market share |
Investing in the shares issued by Asetek involves inherent risks. An investor should consider carefully all of the information set forth in this Presentation, and in particular, the specific risk factors set out below. An investment in the shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. If any of the risks described below materialize, individually or together with other circumstances, they may have a material adverse effect on Asetek's business, financial condition, results of operations and cash flow, which may cause a decline in the value and trading price of the shares that could result in a loss of all or part of any investment in the shares. The risks and uncertainties described below are not the only ones faced by Asetek. Additional risks and uncertainties that Asetek currently believes are immaterial, or that are not presently known to Asetek, may also have a material adverse effect on its business, financial condition, results of operations and cash flow. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance.
| (1000 USD) | 2011 | 2012 | 2013 | 2014 | Q4 2013 | Q4 2014 | |
|---|---|---|---|---|---|---|---|
| IFRS | Audited | Audited | Audited | ||||
| Revenue | 15 574 | 18 681 | 20 729 | 20 847 | 6 112 | 4 563 | |
| Cost of Sales | 9 871 | 11 893 | 12 680 | 12 137 | 3 687 | 2 749 | |
| Gross profit | 5 703 | 6 788 | 8 049 | 8 710 | 2 425 | 1 814 | |
| R&D | 2 926 | 3 717 | 4 492 | 3 556 | 1 341 | 880 | |
| SG&A | 6 400 | 7 082 | 9 420 | 10 813 | 2 969 | 2 779 | |
| Litigation expenses | 410 | 1 678 | 3 851 | 424 | 1 523 | ||
| IPO/Restructuring expenses | 386 | 138 | |||||
| Foreign Exchange (gain)/loss | 84 | 65 | 80 | 298 | 44 | 136 | |
| Total operating expenses | 9 410 | 11 660 | 15 808 | 18 518 | 4 778 | 5 318 | |
| Operating loss | -3 707 | -4 872 | -7 759 | -9 808 | -2 353 | -3 504 | |
| Interest and other expense, net | 1 838 | -3 693 | 1 035 | - 87 | - 23 | - 26 | |
| Profit/(loss) pre tax | -1 869 | -8 565 | -6 724 | -9 895 | -2 376 | -3 530 | |
| Income tax | - 8 | 7 | 443 | 1 138 | 443 | 1 142 | |
| Loss for the period | -1 877 | -8 558 | -6 281 | -8 757 | -1 933 | -2 388 | |
| Foreign currency translation adjustment | 110 | 67 | 52 | 335 | 29 | 184 | |
| Total comprehensive loss | -1 767 | -8 491 | -6 229 | -8 422 | -1 904 | -2 204 | |
| Comments | ||
|---|---|---|
| Q4 | Q4 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (1000 USD) | 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | |
| IFRS | Desktop | Desktop | Desktop | Data center | Data center | Data center | Desktop | Data center | |||
| Revenue | 18 681 | 19 925 | 19 318 | 804 | 1 529 | 5 509 | 4 401 | 603 | 162 | ||
| Cost of Sales | 11 748 | 11 781 | 11 124 | 639 | 956 | 3 002 | 2 606 | 548 | 138 | ||
| Gross profit | 6 933 | 8 144 | 8 194 | 165 | 573 | 2 507 | 1 795 | 55 | 24 | ||
| R&D | 1 095 | 918 | 1 509 | 1 653 | 3 705 | 1 610 | 378 | 232 | 1 157 | 660 | |
| SG&A | 2 992 | 3 507 | 4 240 | 2 929 | 4 403 | 5 528 | 996 | 1 105 | 1 176 | 1 212 | |
| Capitalized expenses | - 937 | - 580 | - 834 | -1 548 | -1 038 | - 174 | 27 | - 503 | - 217 | ||
| Total operating expenses | 3 150 | 3 845 | 4 915 | 4 582 | 6 560 | 6 100 | 1 200 | 1 363 | 1 830 | 1 654 | |
| EBITDA, adjusted | 3 783 | 4 299 | 3 279 | -4 582 | -6 395 | -5 527 | 1 307 | 432 | -1 775 | -1 630 | |
| Depreciations and amortization | 2 016 | 1 559 | 679 | 471 | 1 094 | 315 | 122 | 238 | 288 | ||
| EBIT, adjusted | 1 767 | 2 740 | 2 600 | -4 582 | -6 866 | -6 621 | 992 | 310 | -2 013 | -1 918 |
| Q4 | Q4 | |
|---|---|---|
| Desktop | Data center | |
www.asetek.com
| (1000 USD) | 12/31/12 | 12/31/13 | 12/31/14 |
|---|---|---|---|
| IFRS | Audited | Audited | |
| ASSETS | |||
| Non-current assets | |||
| Property , plant and equipment | 441 | 1 096 | 730 |
| Intangible asets | 1 447 | 1 823 | 2 334 |
| Other Assets | 330 | 292 | |
| Total non-current assets | 1 888 | 3 249 | 3 356 |
| Current assets | |||
| Inventory | 1 055 | 1 074 | 1 102 |
| Trade Receivables and other | 3 971 | 4 997 | 4 186 |
| Cash and cash equivalents | 1 248 | 11 663 | 4 170 |
| Total current assets | 6 274 | 17 734 | 9 458 |
| Total Assets | 8 162 | 20 983 | 12 814 |
| EQUITY | |||
| Share capital | 163 | 264 | 264 |
| Share premium | 45 318 | 64 357 | 64 451 |
| Accumulated deficit | -44 196 | -49 490 | -57 307 |
| Translation reserves | - 361 | - 323 | 14 |
| Total equity | 924 | 14 808 | 7 422 |
| LIABILITIES | |||
| Non-current liabilities | |||
| Long term debt | 3 007 | 475 | 309 |
| Total long term debt | 3 007 | 475 | 309 |
| Current liabilities | |||
| Trade payables | 1 990 | 3 483 | 2 646 |
| Accrued compensation and employee benefits | 534 | 995 | 882 |
| Accrued liabilities | 1 393 | 802 | 1 255 |
| Other short term debt | 314 | 420 | 300 |
| Total currant liabilities | 4 231 | 5 700 | 5 083 |
| Total equity and liabilities | 8 162 | 20 983 | 12 814 |
| DSO: | 60 days |
|---|---|
| AP days: | 65 days |
| Inventory Days: | 33 days |
| = Cash conversion in | 28 days |
Receivables and payables in line with company expectations
Note that equity for 2012 is adjusted to include preferred redeemable shares as equity
| (1000 USD) | 2012 | 2013 | 2014 |
|---|---|---|---|
| IFRS | Audited | Audited | |
| Cash flow from operating activities | |||
| Net loss for the year | -8 558 | -6 281 | -8 757 |
| Depreciation and amortization | 2 052 | 2 030 | 1 771 |
| Impairment of intangible assets | 74 | 62 | 36 |
| Financial (income) expense | 3 693 | -1 035 | 87 |
| Income tax expense (income) | - 7 | - 443 | -1 138 |
| Stock-based compensation expense | 140 | 593 | 940 |
| Cash payment for income tax | - 2 | 222 | 204 |
| Change in operating assets and liabilities: | |||
| Trade receiveables, inventories and other assets | -2 070 | -1 109 | 1 264 |
| Trade payables and accrued liabilities | 1 045 | 1 406 | - 230 |
| Net cash used in operating activities | -3 633 | -4 555 | -5 823 |
| Cash flow from investing activities | |||
| Additions to intangible assets | -1 165 | -2 128 | -1 873 |
| Additions to other assets | - 314 | ||
| Purchase of property and equipment | - 88 | - 631 | - 172 |
| Net cash used in investing activities | -1 253 | -3 073 | -2 045 |
| Cash flow from financing activities | |||
| Proceeds from debt issuance | 3 306 | -3 621 | |
| Cash received for leasing of previously purchased PP&E | 248 | ||
| Long term deposit form sub-lessee | 234 | ||
| Cash payments for interest on debt | -322 | -461 | |
| Proceeds from issuance of share capital | 3 | 25 099 | 96 |
| Cash paid for expenses related to IPO | -3 405 | ||
| Proceeds from issuance of convertible preferred stock | 366 | ||
| Funds drawn (paid) against line of credit and leases | 57 | - 141 | |
| Prinicipal and interst payments on finance leases | - 35 | - 42 | - 151 |
| Net cash provided by financing activities | 3 318 | 17 861 | 52 |
| Effects of change rate changes on cash and cash equi. | 148 | 182 | 323 |
| Net cash provided by financing activities | -1 420 | 10 415 | -7 493 |
| Cash and cash equivalents at beginning of period | 2 668 | 1 248 | 11 663 |
| Cash and cash equivalents at end of period | 1 248 | 11 663 | 4 170 |
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