Presentation. 4 th July 2013

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1 Analyst & Investor Presentation London 4 th July 2013

2 Table of contents 1. Market environment and group positioning p Strategy and equity story p Transport, logistics and freight forwarding activities p Group Financials p33 p Outlook p Appendices p42 p.42 Disclaimer This document was prepared by Norbert Dentressangle for the sole purpose of presenting its situation on July This document may not be reproduced or distributed, in whole or in part, without the prior agreement of the Company. Norbert Dentressangle may not be held liable due to the use of this document by any person not belonging to the Company. This document does not contain any quantified forecast of results. The Company makes no commitment or guarantee that it will meet its objectives or any goal that it may state in its business plans. While the Company believes that its objectives are reasonable, readers are reminded that said targets are subject to risks and uncertainties, notably as described in the "Risk factors" section of the annual "Document de Référence" registration ti document. 2

3 Norbert Dentressangle, a major supply-chain management player 3.9 billion turnover Others * NL 10,5% 3,5% Italy 4% Spain 10% * including 2% outside Europe France 41% 3 continents 26 countries UK 32% 32,500 employees 500 sites 6,200,000 m 2 warehousing 7,400 vehicles

4 ...With three main areas of expertise FREIGHT FORWARDING LOGISTICS 143m revenue (3%) 1,783m revenue (46%) TRANSPORT 2,038m revenue (51%) 4

5 1. Market Environment and Norbert Dentressangle Group Positioning 5

6 GDP growth in Europe and evolution of world trade volumes 15% 10% 5% 0% 5% 10% 15% 12,5% 10,8% 9,2% 7,7% 8,0% 6,0% 3,1% 25% 2,5% 3,6% 2,6% 2,3% 3,6% 3,4% 4,2% 2,0% 1,6% 0,5% 0,2% 0,0% 10,6% GDP Growth European Union Trade Volumes World GDP Growth Main ND markets France 0,0% -0,1% United Kingdom 0,2% 0,7% Spain -1,4% -1,6% Italy -2,4% -1,5% Netherlands -0,9% -0,5% Eastern & Central Europe 1,6% 2,2% European Union -0,2% 0,0% World 3,2% 3,3% Source : International Monetary Fund Further economic slowdown experienced in 2012 after two years of relative recovery Advanced economies are particularly impacted by flat growth or recession. With Germany, the United Kingdom appears as an exception in Western Europe A slight recovery is forecast in 2013, primarily over the second half of the year, but no sustainable growth is anticipated before

7 The European Road Freight market is large and highly fragmented MARKET SIZE & TRENDS MARKET FRAGMENTATION 5,0% 4,0% 3,0% 2,0% 1,0% 0,0% European market size: 292 billion France 35 billion 12% UK 32 billion 11% Spain 30 billion 10% Market dynamics (value growth) 3,6% 4,2% Europe France / UK / Spain 1,4% 2,5% 1,4% 1,5% 1,9% 0,7% CAGR Source : Transport Intelligence European market concentration m 2012 Share EBITA% DB Schenker ,2% 2,2% DHL ,4% 1,4% DSV ,0% 4,5% Dachser ,9% n.c. Kuehne Nagel ,9% 0,3% N Dentressangle ,7% 3,0% The road freight market in Europe offers significant room for growth France, UK and Spain (ND main markets) represent a global value of 97 billion Norbert Dentressangle operates the #1 European owned fleet, a key differentiator providing better pricing power 7

8 The European Contract Logistics market is undergoing consolidation MARKET SIZE & TRENDS MARKET FRAGMENTATION European market size: 60 b. 31% outsourced European market concentration 8,0% 6,0% UK 15 billion 49% outsourced France 8 billion 26% outsourced Italy 4 billion 20% outsourced Netherlands 4 billion 19% outsourced Market dynamics (value growth) 7,1% Europe Main ND markets 3,7% 3,9% m 2012 Share EBITA% DHL ,5% 2,9% Kuehne Nagel ,9% 1,9% CEVA ,6% n.c. N Dentressangle ,0% 4,5% Fiege ,7% n.c. Rhenus ,6% n.c. The contract logistics market in Europe is undergoing consolidation, particularly in Western Europe 4,0% 5,3% The UK, France, Italy and the 2,0% 0,0% 2,9% 1,4% 3,4% 1,0% CAGR Source : Transport Intelligence Netherlands (ND largest markets) represent a global value of 31 billion Norbert Dentressangle is a first-class player in the market, delivering strong profitability 8

9 Apart from a few leading players, global Air & Sea Freight markets are highly fragmented AIR & SEA FREIGHT MARKET FRAGMENTATION Global market size: 122 billion China 13 billion 11% USA 25 billion 21% UK 5 billion 4% Global market concentration Worldwide TOP 6 players* represent a 32% market share in *:CEVA, DB Schenker, DHL, Kuehne Nagel, Panalpina, and Sinotrans France 4 billion 3% Market dynamics (volume growth) 25% 18,5% Seafreight vol. (TEUs) Airfreight vol. (tons) 15% 16,5% 6,7% 3,6% 5% 6,8% 5% LTM year on year growth 3,4% 1,2% 15% 11,7%, Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Source : Transport Intelligence Both air & sea freight forwarding markets are dominated by a limited number of major players Behind these major players, the freight forwarding market is highly fragmented, with many niche players The US,, China, UK and France, (our main markets) represent a value of 47 billion 9

10 2. Strategy and Equity Story 10

11 Our ambition: to become a top-tier tier player in supply chain management Geographic presence Scale Service offering Supporting our clients Increasing our credibility Combining i organic & wherever they operate and moving with them whenever they need us to become the go-to supply chain management expert of external growth to acquire and expand our areas of expertise choice Always striving to increase our critical mass in our choosen markets Developing and expanding our range of services & solutions 11

12 34 years of growth Turnover In M acquisitions Transport & Logistics Mainly in France Schneider Log. (USA) Christian Salvesen Turnover :$30m (UK) Freight Fwding Turnover : 1.3bn Transport & Logistics TDG (UK) Turnover : 700m Transport, Logistics & Freight Fwding APC (China) Turnover : 50m Freight htfwding % ,0% % 8,6% 10,4% 70% 7,0% 48% 4,8% 57% 5,7% 58% 5,8% 53% 5,3% 55% 5,5% 81% 8,1% 43% 4,3% 34% 3,4% 56% 5,6% 00% 0,0% Organic growth Turnover Organic growth % 18% 16% 14% 12% 10% 8% 6% 4% 2% 0% 1979: Opening of the first company to support international Transport between Europe and the UK 1994: A family group listed on the Paris stock exchange 12

13 34 years of geographic and business transformation Turnover breakdown by expertise TRANSPORT LOGISTICS FREIGHT FORWARDING Turnover breakdown by geographic area FRANCE OUTSIDE FRANCE 2012 turnover breakdown Others * NL 10,5% 3,5% Italy 4% Spain 10% France 41% 1998 Integration of a second area of expertise: Logistics 2007 Norbert Dentressangle doubles in size with the acquisition of British company Christian Salvesen 2010 Launch of a third area of expertise: Freight Forwarding UK 32% 2012 Revenue: 3.9 billion Operations in 26 countries 32,500 employees worldwide * including 2% outside Europe 13

14 A profitable 34 years EBITA In M A responsible and long term vision of our development ,4% 4,1% 3,9% 5,2% 4,6% 4,1% 4,9% 3,7% 5,2% 4,4% 3,2% 3,0% 3,7% 3,6% 3,7% % of turnover 8% 7% 6% 5% 4% 3% 2% 1% 0% EBITA %age EBITA Highly sustainable profitability ratios EBITA %age comprised in a 3% to 5% range since 15 years EBITA %age maintained to 3% in 2009 despite the strong economic downturn 14

15 A strong and diversified customer base Very well balanced client portfolio #1 customer< 4% of turnover Top 10 < 20% of turnover Very low exposure to specific customer / sector / end-market risks Key customers are both leading and innovative players in their own markets Top 10 Household 3% Metal 3% Other 7% Construct. 5% Special retail 7% Textile 2% Paper 2% High Tech 2% Luxury 1% Retail 18% Food 14% FMCG 7% Industry 11% Auto 8% Chemical 10% 15

16 A rigorous management structure % of turnover Strict cost controls 100% 90% Transport cost structure t 80% % 70% 26% 28% 32% 32% 32% 34% 37% 40% 41% Other (overheads, etc.) 60% 50% 27% Subcontracting & disbursements 26% 26% 25% 26% 24% 21% 40% 24% 22% 22% Vehicle costs, including fuel 30% Personnel expenses 20% 35% 34% 34% 33% 31% 32% 33% 31% 29% 29% 10% 0% % of turnover 100% 90% 80% 16% 18% 17% 16% 15% 18% 16% 16% 17% 18% 70% 60% 29% 28% 28% 29% 30% 21% 23% 24% 22% 22% 50% 40% 30% 20% 45% 44% 45% 45% 46% 50% 51% 52% 50% 52% 10% 0% Logistics cost structure Other (overheads, etc.) Subcontracting & transport Rental costs Personnel expenses 16

17 A robust governance 30% PUBLIC DISTRIBUTION OF CAPITAL The benefits from a family owned company and a managerial organisation A supervisory board: 10 Directors of which 6 are independent Directors An audit committee A European Executive Board EXECUTIVE BOARD From left to right: Malcolm l Wilson Logistics Division MD 68% DENTRESSANGLE INITIATIVES + FAMILY Hervé Montjotin CEO Patrick Bataillard CFO Luis Angel Gomez Transport Division MD 17

18 People engagement: developing the Norbert Dentressangle way A decentralised and flat organisation to keep our entrepreneurial spirit and business agility A specific commitment towards people: you grow, we grow Priority to internal promotion: 60% of managers are promoted internally The benefits of a strong Franco-British culture and experience Expertise in integrating businesses and staff Local HR expertise Accumulated experience through acquisitions 18

19 3. Transport, Logistics and Freight Forwarding activities 19

20 Transport business Market conditions and our response A highly fragmented market Important room for growth in Europe Network scale is key for sales development and competitiveness Expectations ti for eco-friendly fi transport t solutions Develop value-added added transport service offerings Grow in Europe Expand network to remain competitive Commit to reducing carbon footprint and road accidents through continuous improvement and innovation 20

21 Transport by Norbert Dentressangle A major European player with robust and mature operations in France, United Kingdom and Spain, and with an improved network coverage and increased presence in Central and Eastern Europe 2,038m revenue (51%) 60.4m EBITA 13,560 employees 171 sites in 13 countries #1 vehicle fleet in Europe with 7,400 tractor units Europe's cleanest vehicle fleet 95% EURO IV & V. 95% Euro IV & V Each driver runs an average 620,000 kms without causing accidents 21

22 Focus on the development of valueadded B2B service offerings Norbert Dentressangle 4PL model: Key PL 185m International FTL & Cross-Channel 510m* Domestic FTL 500m* Domestic Pallet Distribution 504m* International Groupage & Pallet Distribution 132m* Dedicated Fleet 330m* CO2 emissions declaration (carbon calculator attested by Bureau Veritas) * FY 2012 / To be added: 62m of warehouse storage associated with transport services 22

23 Differentiation through h innovative solutions Delivering daily to 100 stores in Paris City centre via the Seine 37% reduction in CO 2 emissions 3,900 vehicles on average per year 450,000 km on the road on average per year 234 tonnes of CO 2 on average per year Chennevières sur Marne Loading of goods on pallets into swap bodies (containers) For Franprix, a river/road transport solution Bonneuil sur Marne Port Loading of full containers onto the barge Bourdonnais Port Unloading of containers and shipments of goods in the Franprix network Each day: 1 barge 26 containers of goods 450 pallets 23

24 Turnover In M % of turnover 8,0% 6,0% 40% 4,0% 2,0% Transport: long term revenues and operating income (EBITA) ,9% 3,8% 4,5% 5,3% 4,4% 4,4% Turnover Transport 4,9% 29% 2,9% EBITA Transport 5,0% 3,9% ,7% 1,9% EBITA In M % 2,7% 30% 3,0% 2,4% ,0% EBITA %age Transport 24

25 Logistics business Market conditions and our response Few European players Business is 100% contracted Retail and FMCG sectors are key commercial targets Profitability and international expansion make the difference Export logistics i expertise beyond Europe Raise international profile Accompany blue-chip customers in their global development Strengthen expertise in Retail and FMCG sectors Ensure efficiency of the operations 25

26 Logistics by Norbert Dentressangle One of the few European players with an increasing international profile (UK represents now 42% of the total sales) 1,783m revenue (46%) 77.9m EBITA 18,250 employees 256 sites in 14 countries Total warehouse surface area of 6.2m sq. meters Temperature Controlled volume of 3.9m m3 370 m turnover 26

27 Logistics: mastery of key logistics skills throughout Europe Ambient and temperature-controlled logistics Global and industry solutions Warehousing and inventory management 480m Order preparation 660m Value-added services 178m Downstream transport management 465m Of which 200m of turnover in e-commerce The highest safety and quality standards Service: ISO 9001 Food safety: ISO & HACCP Staff safety: ISO Safety of medical devices: ISO

28 Scale effect, a growth accelerator: UK logistics case study Major High Street Retailer Annual re evenue in M Acquisition of Christian Salvesen Integration into the Norbert Dentressangle culture m pa 6m pa Renewed expansion and growth in new services E-commerce m pa Acquisition of TDG New critical size New skills 14m pa m pa 25m pa Access to new clients Strong internal growth m pa 28

29 Turnover In M % of turnover 8,0% 6,0% 40% 4,0% 2,0% Logistics: long term revenues and operating income (EBITA) ,9% 4,0% 4,5% 5,1% 5,1% 3,8% Turnover Logistics 5,1% 5,0% EBITA Logistics 5,5% 5,7% 3,6% 4,2% ,1% 5,1% EBITA In M ,4% ,0% EBITA %age Logistics 29

30 Freight forwarding business Market conditions and our response Few large players and many small ones Integrated global network / niche players Expand international freight forwarding network Gain critical i mass on key trade lanes We walk the talk Scalable business Break-even position 30

31 Freight forwarding by Norbert Dentressangle Launched from scratch in m revenue (3%) 1.0m EBITA 600 employees 54 offices in 14 countries 22,000 airfreight volumes in tons and 60,000 sea-freight volumes in TEUs in 2012 More than 90,000 files 31

32 Turnover In M Freight forwarding: revenues and operating income (EBITA) EBITA In M % of turnover Turnover Overseas EBITA Overseas 4% 0,3% 0,7% 0% 3 4% 8% 6,7% EBITA %age Overseas 32

33 4. Group Financials 33

34 Consolidated income statement and contribution by division In m Transport Logistics Freight Fwding Group 31-Dec 2012 Group 31-Dec 2011 Revenue * 1,961 1, ,880 3, % EBITDA Operating profit before goodwill (EBITA) % % % % % +9.1% EBIT % % Net financial expenses Corporate income tax CVAE Associates (26.3) (15.1) (13.2) 0.0 (25.4) (22.2) (13.1) 0.2 Minority interests Net income % % +18% * Breakdown by Division is net of intercompany revenue Revenue in 2012 includes 8m generated at the Dagenham site disposed of in October 2012 ( 2.9m at direct operating margin level) 34

35 Simplified consolidated balance sheet GOODWILL & INTANGIBLE 660m Goodwill 549m Intangible incl. customer relation 111m EQUITY 575m PROVISIONS & OTHERS 229m TANGIBLE & OTHER NON CURRENT ASSETS 670m Tangible fixed assets 586m Other fixed and non current assets 86m WORKING CAPITAL 37m NET FINANCIAL DEBT 489m 35

36 Long-Term consolidated cash flow statement (5 years) In m Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Cash flow Change in operating WCR (28) 42 UK pension fund financing (13) (11) Net cash flow from operations CAPEX (net of disposals) (122) (93) Sales of warehouses and sites Acquisition of securities less acquired cash (288) (3) Net cash flow from investment activities (91) (64) (86) (380) (73) Free Cash Flow (before external growth) Dividends Remaining amount of financing operations Repurchase of own shares (11) 176 (6) (12) (70) (3) Net cash from financing transactions (133) (38) (43) 159 (85) Forex impact Change in cash (110) (39) 90 Cash available at period end

37 Medium-term historical trends Key financial indicators M Strong profitability Resilient business model M % 6% 4% 20% 15% 10% 11,0% 11,3% 14,9% ,0% 11,7% % 5% ,2% 3,0% 3,7% 3,6% 3,7% EBITA %age EBITA 0% 0% Capital Employed avg ROCE 0 4% 3% 2% 1% 0% Tight capex monitoring M Working capital structurally negative M 120 0% 0 2,9% 2,8% 2,6% 1% 10 2,4% 90 0,6% 0,6% 0,9% 0,9% 1,8% 2% 1,4% % % % Capex Capex %age Net Working Capital NWC Intensity (turnover %age) 37

38 Consolidated net financial debt and projected amortisation In m Acquisition debt Revolving facility ( 150m available) Asset financing Profit-sharing (classified as other financial liabilities in 2012) Group 31-Dec Group 31-Dec GROSS FINANCIAL DEBT CASH & CASH EQUIVALENTS NET FINANCIAL DEBT Dec Dec Dec Dec 15 Private placement Asset financing Asset financing Syndicated loan Syndicated loan 38

39 Strong financial resources to support our development projects Acquisition UTL Seroul M 0 1,6 x 16x 1,6 1,3 x 0,4 x Acquisition Stockalliance 1,0 x 0,5 x Acquisition TNT Logistics Venditelli 1,3 x 1,4 x Acquisition Christian Salvesen 0,8 x 3,5 x 2,8 x 2,3 x 1,8 x Acquisition TDG APC Beijing 2,5 x Acquisition Nova Natie John Keells ,0 x 4,0 x 35x 3,5 3,0 x 2,5 x 2,0 x 1,5 x 1,0 x 0,5 x 0,0 x Net financial debt Leverage ratio 39

40 5. Outlook 40

41 To remain a top-tier tier player in global supply chain management There is room for doubling the size of the company TRANSPORT Consolidating our market position in Europe (especially in pallet network) Raising our European 4PL profile Being scalable in our key European countries LOGISTICS Going global Non European targeted countries / Accompanying key customers into new markets/geographies FREIGHT FORWARDING Consolidating our market position after 3 years of targeted acquisitions Focus on skills, process and bottom line Developing current trade lanes 41

42 6. Appendices 42

43 Consolidated turnover in Q Breakdown by activity In m Transport Q1.13 Q1.12 Change LfL ** Transport % -3.7% Logistics % +2.3% Freight Forwarding % -8.7% Inter-divisions (20) (17) * n.a. n.a. Consolidated TURNOVER % -1.3% * Including Dagenham business, sold in October 2012 ** Percentage change at a constant scope and exchange rate 43

44 Acquisition of Fiege s logistics operations in Italy, Spain & Portugal Expansion of our global logistics network in line with our development strategy Further strengthening our market leading positions in South Europe, key area for ND Significantly increasing the size of our logistics business with profitable and strong operations, broadened skills, expertise and customer portfolio, and strong synergies with our transport pallet network in Spain size and scale to gain access to larger business opportunities Scale of the acquisition Scale of the acquisition 510 people 342 people 95m turnover in m turnover in sites 5 multi-client platforms (69,000 m²) 264,000 m² warehousing area 4 specialist dedicated warehouses (67,000 m²) New Italian operations profile 20 cross docking platforms 220m annual turnover New Iberian operations profile 1,200 people 450m annual turnover 35 sites 1,700 people 630,000 m² warehousing area 1,800 vehicles & 458,000 m² warehousing area 44

45 Analyst & Investor Presentation London 4 th July 2013