Annual results Year ended 31 st December 2010 Adrian Ringrose, Chief - - PowerPoint PPT Presentation

annual results year ended 31 st december 2010
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Annual results Year ended 31 st December 2010 Adrian Ringrose, Chief - - PowerPoint PPT Presentation

Annual results Year ended 31 st December 2010 Adrian Ringrose, Chief Executive Tim Haywood, Group Finance Director 9 March 2011 Overview Full year in-line, Strong second-half performance Strong financial position Confidence in Groups


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Annual results Year ended 31st December 2010

Adrian Ringrose, Chief Executive Tim Haywood, Group Finance Director 9 March 2011

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2 The Trusted Partner

Overview

Continuation of progressive dividend policy Full year in-line, Strong second-half performance Strong financial position Confidence in Group’s prospects

  • 2011: expect stable performance
  • Medium-term: capability to double earnings per share over 5 years
  • Significant growth opportunities
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Tim Haywood

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4 The Trusted Partner

Income statement

£ million 2010 2009 Revenue 1,872.0 1,906.8 Total operating profit 74.4 85.7 Interest (4.8) (7.4) Headline profit 69.6 78.3 Headline EPS 42.8p 49.7p Dividend per share 18.0p 17.5p

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5 The Trusted Partner

Segmental analysis

2010 2009 % growth £ million Revenue TOP*

Margin

Revenue TOP*

Margin

in TOP* Support Services 1,093.6 27.2

2.5%

1,010.2 22.1

2.2% +23%

Project Services – UK 740.0 22.4

3.0%

820.5 17.6

2.1% +27%

– International

  • 26.2

10.7%

  • 23.1

9.1% +13%

Equipment Services 139.9 14.4

10.3%

157.1 35.9

22.9%

  • 60%

Joint Ventures - PFI

  • 4.2
  • 4.7

Group Services (101.5) (20.0) (81.0) (17.7) 1,872.0 74.4

4.0%

1,906.8 85.7

4.5%

  • 13%

* Total Operating Profit

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6 The Trusted Partner

Income statement – phasing of H1 & H2

£ million H1 2010 H2 2010 2010 2009 % growth Revenue 944.5 927.5 1,872.0 1,906.8

  • 2%

Total operating profit 31.8 42.6 74.4 85.7

  • 13%

Interest (1.8) (3.0) (4.8) (7.4) Headline profit 30.0 39.6 69.6 78.3

  • 11%

Operating margin 3.4% 4.6% 4.0% 4.5% Headline EPS 17.5p 25.3p 42.8p 49.7p

  • 14%

Dividend per share 18.0p 17.5p

+3%

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7 The Trusted Partner

Support Services Margin Progression

Sustainable medium-term margin c.5%

Operating margin

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8 The Trusted Partner

Project Services UK Margin Progression

1.8% 2.2% 1.7% 2.5% 2.9% 3.2%

0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 H2 2010

Sustainable medium-term margin c.2%

Operating margin

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9 The Trusted Partner 6.5% 5.4% 6.6% 8.3% 8.9% 9.1% 10.7%

0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 2004 2005 2006 2007 2008 2009 2010

Project Services International Margin Progression

Sustainable medium-term margin c.7%

Operating margin

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10 The Trusted Partner

Equipment Services - Revenue Mix

0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 120.0% H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 H2 2010 Hire Sales/other

Equipment Services – Mix and Margin

Sustainable medium-term margin c.15%

Equipment Services – Operating margin

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11 The Trusted Partner

Group interest charge

£ million 2010 2009 Group net interest payable (5.4) (3.2) PFI sub-debt interest receivable 2.8 4.6 Pension finance charge (2.2) (8.8) Net interest (4.8) (7.4)

Increased cost of Group debt on lower borrowings PFI sub-debt interest reduced following disposal of 14 assets in 2009 Reduced pension finance charge on increased asset base

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12 The Trusted Partner

Balance sheet summary

£ million 2010 2009 Goodwill and intangible assets 228.3 230.8 Property, plant and equipment 149.0 148.8 Joint ventures and associates 121.8 124.4 Working capital (139.7) (163.5) Taxation (10.4) (12.9) Pension obligation (net of tax) (37.6) (68.6) Net debt (53.8) (37.3) Net assets 257.6 221.7

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13 The Trusted Partner

PFI/PPP portfolio analysis

–––––––Investment –––––––

Sector Construction/ interim services Operating Made Remaining commitment Total Health Tunbridge Wells; Enniskillen UCLH; Carlisle; Newcastle

£9.2m £14.5m £23.7m

Education Derry; Down & Connor; Downpatrick; Sandwell; St Helens Holy Cross; Plymouth; Leeds BSF; Leeds 2; Leeds 3

£9.3m £8.6m £17.9m

Defence Corsham ATE

  • £7.0m

£7.0m

Custodial Peterborough; Ashford; Addiewell

£7.1m

  • £7.1m

Other Inland Revenue

£0.2m

  • £0.2m

Financially closed projects

£25.8m £30.1m £55.9m

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14 The Trusted Partner

PFI/PPP portfolio – cash flows and valuation

(25) (20) (15) (10) (5)

  • 5

10 15 20 25 30

2011 2013 2015 2017 2019 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 2041 2043 Year £ million

Return of cash Investments

PFI portfolio - total life cash flows PFI portfolio valuation

50 100 150 200 250 4% 5% 6% 7% 8% 9% 10% 11% 12% Discount rate

£ million

Dec 2010 Dec 2009

  • Total equity committed on remaining portfolio of £55.9m (£25.8m paid)
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15 The Trusted Partner

Net debt movement

(£140m) (£120m) (£100m) (£80m) (£60m) (£40m) (£20m) £0m £20m

2 007 D e c 2 008 J u n 2 008 D e c 2 009 J u n 2 009 D e c 2 01 0 J u n 2 01 0 D e c

Net debt Average

2007 Dec 2008 Jun 2008 Dec 2009 Jun 2009 Dec 2010 Jun 2010 Dec

H2 average: £30m Closing: £54m

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16 The Trusted Partner

(£60.0m) (£40.0m) (£20.0m) £0.0m £20.0m £40.0m £60.0m £80.0m Opening net debt Operating profit Depreciation Net disposal proceeds Other operating Working capital JVs and associates Tax paid Extra pension contributions Dividends Acquisitions Closing net debt

Movement in net debt

Committed facilities available

  • £250m until Oct 2013

Free cash flow generation of £43m

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17 The Trusted Partner

Cash flow

£ million 2010 2009 Group JVs and Assocs

TOTAL

TOTAL Operating profit 43.4 30.5

73.9

85.7 Depreciation & amortisation 26.3

  • 26.3

24.5 Net capital expenditure 9.5

  • 9.5

(15.9) Less: associates and JVs profits

  • (30.5)

(30.5)

(29.1) Dividends from associates

  • 32.1

32.1

17.6 Other non-cash (11.4)

  • (11.4)

(4.1) Working capital movement (21.5)

  • (21.5)

52.6

Operating cash flow 46.3 32.1 78.4 131.3

Pension deficit payments (26.7)

  • (26.7)

(15.5) Tax paid (6.3)

  • (6.3)

(15.7) Other (2.3)

  • (2.3)

0.8

Free cash flow 11.0 32.1 43.1 100.9

Dividends (24.8)

  • (24.8)

(24.5) Acquisition and investments (32.6)

  • (32.6)

68.6 Special pension contribution

  • (61.5)

Other non-recurring (2.2)

  • (2.2)

(11.6)

Movement in net debt (48.6) 32.1 (16.5) 71.9 Operating cash flow conversion % 107% 105% 106% 153.2%

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18 The Trusted Partner

Debt capacity and covenants

  • Debt facility of £250 million
  • £165 million undrawn facility

at 31 December 2010

  • Expires October 2013
  • Covenants:

― Net debt : EBITDA < 3.0x

▪ 2010: 0.8x

― Interest cover > 3.5x

▪ 2010: 28.3x

Significant headroom/capacity to drive growth

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19 The Trusted Partner

Investments

  • Three bolt-on acquisitions for aggregate consideration of £27m

― US formwork and shoring £21.6m ― Indian construction £4.8m ― Oman services £0.5m

  • PFI investments of c. £6m
  • Consideration from existing cash resources

Geographic footprint expanded into large and growing markets

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20 The Trusted Partner

IAS 19 Pensions

£ million 2010 2009 Defined benefit obligations 642.3 627.4 Scheme assets (590.8) (532.1) Deferred tax thereon (13.9) (26.7)

Net deficit 37.6 68.6

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21 The Trusted Partner

Movement in IAS 19 retirement benefit

  • bligation (net of tax)

45% reduction in IAS 19 retirement benefit obligation Driven by: Asset out-performance Cash contributions Change to CPI rather than RPI

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22 The Trusted Partner

Summary

  • Robust trading performance

― Margin progression at Support Services ― Strong margins in UK & International construction

  • Strong balance sheet

― Continued strong cash generation ― Sustained improvement in pension scheme funding position ― £250m committed credit facilities in place until October 2013

  • Full-year dividend

increased 3% to 18.0pps

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Adrian Ringrose

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24 The Trusted Partner

2010 Review

Group 2010 performance in line with expectations: strong H2, 32% improvement on H1 Project Services: excellent performance, both UK and International Support Services: progress from margin enhancement programme Equipment Services: experienced anticipated cyclical weakness

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25 The Trusted Partner

Support Services

  • 2010: strong H2 turnaround

― Business responded well to internal restructuring ― Full year contribution from HSBC, Defra ― Grew existing relationships with BP, Sainsbury ― Won new business with William Hill

  • 2011: building on 2010 progress

― Continue to expect c. £10m annualised benefit from 2010 actions ― MOU with central govt absorbed within current financial expectations

  • Attractive medium-term outlook

― Future workload of £4bn, £0.7bn re 2011 ― Opportunity pipeline c. £6bn ― UK public sector outsourcing opportunity ― Develop Middle East market

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26 The Trusted Partner

Project Services – International

  • Excellent margin of 10.7%
  • Strong 2010 performance from

Qatar & Oman countering a subdued Dubai

  • Improving future workload

(£0.3bn) in a competitive environment

  • Positive outlook for Gulf

construction markets, notably in our largest market Qatar post award of 2022 FIFA World Cup

  • First acquisition in India

Shell Pearl GTL facility, Ras Laffan Industrial City, Qatar

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27 The Trusted Partner

Project Services – UK

  • Excellent 2010 performance,

above-trend margin of 3.0%

  • Future workload maintained in

excess of £1bn, £0.6bn re 2011

  • Well-positioned on all 3 UK

healthcare frameworks

  • Targeting commercial, retail,

energy sectors

  • Expect stable volumes, return

to historical margins in competitive environment

St Charles Hospital, West London

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28 The Trusted Partner

Equipment Services

  • Cyclical weakness in most

markets, particularly UAE

  • Australia solid
  • Saudi Arabia now well

established

  • Entered USA
  • Focus on cash generation,

equipment utilisation

  • Improving outlook for 2011

and beyond, driven by Saudi Arabia, Abu Dhabi and USA

Wyaralong Dam, Queensland

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29 The Trusted Partner

Stable 2011 Outlook

Strong financial position Support Services – further progress

  • Further margin improvement
  • Discretionary spending pressure

Project Services – less buoyant

  • Margins returning to trend
  • Volumes stable in UK, growing in International

Equipment Services – gradual improvement

  • Return to earnings growth
  • Driven by Saudi Arabia, Abu Dhabi & USA

Significant medium-term growth opportunities

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30 The Trusted Partner

Medium-term growth

Strategies

  • Build strong core

businesses based on long-term, value- added client relationships

  • Expand

internationally

  • Capture emerging
  • pportunities for

increasingly integrated solutions

Drivers

  • Attractive UK

demand environment

  • High-growth

international markets

  • Organic growth

supplemented by selective, accretive acquisitions

Outcomes

  • Substantial future

workload

  • Strong earnings

growth

  • Strong cash

conversion

C A P A B I L I T Y T O D O U B L E E A R N I N G S P E R S H A R E O V E R 5 Y E A R S

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31 The Trusted Partner

Attractive mix of end markets

Approx. %

  • f 2010
  • perating

profit* Medium-term market growth rates

Outsourcing UK 30% 4% CAGR 2010-14 Outsourced Services (Source: MBD) Construction UK 25% 0% CAGR 2010-13 Addressable Market (Source: CFR) Construction International 30% 14% CAGR 2010-14 Weighted Average of Selected International Markets** (Source: BMI) Equipment Services 15% 10% - 14% Blend of International and UK Construction above

* Before Developments, Group Services ** Comprising: India, Qatar, Saudi Arabia, UAE, Oman, Australia

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32 The Trusted Partner

Medium-term margin trends

2010 margin Sustainable medium-term margin trends Comment

Outsourcing UK 2.5%

  • c. 5%

Achieve level comparable to peer group Construction UK 3.0%

  • c. 2%

Return to historical trend Construction International 10.7%

  • c. 7%

Return to historical trend in Middle East (pre Dubai bubble) Equipment Services 10.3% c.15% Return to historical trend as global economy recovers

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33 The Trusted Partner

  • 100

200 300 400 500 600 700 800 900 1,000 1,100 1,200 1,300 1,400 1,500 1,600 1,700 End 2006 End 2007 End 2008 End 2009 End 2010 £ million 1 year forward future workload

81.6% 70.1% 79.2% 79.3% 73.5%

xx.x% - % of 1 year forward consensus revenue accounted for by 1 year forward future workload

One year forward workload visibility

2011 Contract Wins:

KPI of 70%

Note: Excludes our share of workload/revenues from international associates

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34 The Trusted Partner

Proven track record of EPS growth

10 20 30 40 50 60 2005 2006 2007 2008 2009 2010

Pence per share

Headline EPS DPS 18% CAGR

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35 The Trusted Partner

0% 20% 40% 60% 80% 100% 120% 2006 2007 2008 2009 2010 3 year rolling operating cash conversion

Strong cash conversion

Confident of continuing strong cash conversion going forward, supporting:

  • Selective, accretive acquisitions
  • Progressive dividend policy
  • Elimination of pension deficit
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36 The Trusted Partner 36 The Trusted Partner

Possible offer by Interserve for Mouchel Rationale for combination

  • Combine Interserve’s

services with Mouchel’s leading consulting and business services offering

  • We believe:
  • Customers are increasingly valuing the combination of white collar and blue

collar BPO and outsourcing services, particularly in the public sector

  • There is an opportunity to step up our infrastructure capability

by developing both capital projects businesses given the limited customer overlap

  • We are a constructive partner for Mouchel’s

existing JV partners

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37 The Trusted Partner 37 The Trusted Partner

Possible offer by Interserve for Mouchel Complementary services in key sectors

Interserve Mouchel Combination

Advise & Design Build & Replace Operate & Maintain Advise & Design Build & Replace Operate & Maintain Advise & Design Build & Replace Operate & Maintain Health

      

Defence

      

Infrastructure

      

Government

      

Commerce

       

Education

      

Key:  S t rong  Present Not e: Ticks denot e Int erserve management opinion

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38 The Trusted Partner 38 The Trusted Partner

Possible offer by Interserve for Mouchel Progress update & key considerations

  • Due diligence progressing
  • Will proceed if we conclude financially attractive to both sets
  • f shareholders
  • Seek to ensure leverage maintained at acceptable levels and transaction is

earnings accretive within reasonable timeframe, having taken account of synergies

  • Important to retain capability to pay attractive stream of dividend payments
  • There can be no can certainty that any offer will be made
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39 The Trusted Partner

Prospects

Continuation of progressive dividend policy Capability to double earnings per share over 5 years

  • Proven strategy, track record of delivery
  • Attractive mix of end markets
  • Strong financial position, significant capacity to drive growth

2010 performance in line with expectations

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Questions

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46 The Trusted Partner

Disclaimer

This shareholder presentation ("Presentation") has been prepared by Interserve PLC (the "Company") and includes information relating to the possible offer by the Company for the whole of the issued share capital of Mouchel Group PLC ("Mouchel") (the "Transaction"). Under no circumstances shall this Presentation be deemed or construed to be an offer to sell or a solicitation of an offer to purchase any securities. This Presentation may not be reproduced, retransmitted or further distributed to the press or any other person or published, in whole or in part, anywhere or any purpose. Failure to comply with this restriction may constitute a violation of applicable securities laws. The information contained herein has been prepared to assist recipients in making their own evaluation of the Company and does not purport to contain all of the information a recipient may require or to have been verified to the standards expected in accordance with the preparation of a prospectus. In all cases, each recipient should conduct its own investigation and analysis of the Company. Neither the Company nor any of their affiliates, employees or representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein or any other information (whether communicated in written or

  • ral form) transmitted or made available to prospective investors. Neither Mouchel

nor the Company nor any of their affiliates, employees or representatives, shall have any liability relating to or resulting from the use of this Presentation, any omissions from this Presentation, or the use of any other related information by a prospective investor or any of its affiliates, agents or representatives. No part of this Presentation, nor the fact of its distribution, should form the basis of,

  • r be relied on in connection with, any contract or

commitment or investment decision whatsoever. This Presentation contains certain statements, estimates and projections with respect to the anticipated future performance of the Company and Mouchel which constitute forward- looking statements. Such statements, estimates and projections reflect various assumptions concerning anticipated results, which assumptions may or may not prove to be correct. Neither Mouchel nor the Company makes any representation as to and does not assume any responsibility for the accuracy of such statements, estimates or projections. In addition, when used in this Presentation, the words "anticipate", "estimate", "project", "believe" and similar expressions are used to identify statements, which by their nature are uncertain and subject to risks and uncertainties that could cause actual results to differ materially. Investors are cautioned not to place undue reliance on such statements, estimates or

  • projections. The information contained in this document, including but not limited to the forward-looking statements, applies only as of the date of this document

and is not intended to give any assurances as to future results and will not be updated. The Company and Mouchel expressly disclaim any obligation or undertaking to disseminate any updates or revisions to the information contained in this document, including any financial data or any forward-looking statements, and will not publicly release any revisions it may make to this document that may result from events or circumstances arising after the date of this presentation. This Presentation is being made available only to investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") and persons of a kind specified in Article 49(2) a-d of the FPO ("Qualified Investors“). Each recipient of this Presentation confirms that it is a Qualified Investor and expressly agrees that by accepting this Presentation, the information contained herein and in all related and ancillary documents is not to be used for any purpose other than in connection with its consideration of the Transaction, that such information is of a confidential nature and that the recipient will treat it in a confidential manner, and that the recipient will not, directly or indirectly, disclose or permit its affiliates, agents or representatives to disclose any of such information to any other person or reproduce this Presentation or any related or ancillary documents, in whole or in part, without the prior written consent of the Company. Each recipient of this Presentation further expressly agrees that (i) the aforementioned confidentiality and other obligations shall apply to any and all non-public information relating to the Company that is provided to such recipient subsequent to the delivery of this Presentation and (ii) it will be solely responsible for its own assessment of the market, the market position of Mouchel and the Company and their conditions and will conduct its own analysis and be solely responsible for forming its own view of the potential future performance of Mouchel and the Company. The information contained herein is not for publication or distribution, directly or indirectly, in part or in whole, in or to the United States of America or any other jurisdiction where it is unlawful to do so and may not be copied, forwarded, distributed or transmitted, directly or indirectly, in whole or in part, in or into the United States of America or any other jurisdiction where to do so would be unlawful. The distribution of this document in any other jurisdiction may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the laws of the United States of America or any other such jurisdiction. This document is provided for information purposes only and does not, and is not intended to, constitute, nor must it be interpreted as, or form part of, any offer, inducement, invitation, solicitation or commitment to purchase, subscribe to, provide or sell, exchange or acquire, any securities, services

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  • f the United States and may not be offered or sold in the United States unless they are offered pursuant to an exception from registration or in a transaction not subject to the

registration requirements of the Securities Act. J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Transaction. J.P. Morgan plc will not regard any other person (whether or not a recipient of this Presentation) as its client in relation to the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to its own customers

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