executive chairman’s presentation 9 vivopower international: new leadership and strategic review...
TRANSCRIPT
Arowana International Limited
2017 Annual General Meeting
Executive Chairman’s Presentation
23 November 2017
2
Disclaimer
The information in this presentation is general information about Arowana International Limited and is current only at the date of this presentation. Thispresentation:
▪ is not an offer or recommendation to purchase or subscribe for securities in Arowana International Limited, nor is it an invitation to any person to acquiresecurities in Arowana International Limited;
▪ is not personal advice and does not take into account the potential and current individual investment objectives or the financial situation of investors; and
▪ contains information in summary form and does not purport to be complete.
While all reasonable care has been taken in the preparation of this presentation, Arowana International Limited is not responsible for any errors nor misstatements.To the full extent permitted by law, no representation or warranty is made, and any and all liability is disclaimed, in relation to the accuracy or completeness ofany statement, opinion, forecast or information contained in this presentation.
Any references in this presentation to “underlying” information is to non-IFRS financial information prepared in accordance with ASIC Regulatory Guide 230(Disclosing Non-IFRS Financial Information). Non-IFRS financial information has not been subject to audit or review.
Certain statements in this presentation may constitute forward-looking statements. Forward looking statements are neither promises nor guarantees and involveknown and unknown risks, uncertainties and other factors which may cause actual results to vary materially from any projection, future results or performanceexpressed or implied by such forward-looking statements.
FY2017 Year in Review
FY2017 Financial Overview
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Key Metrics FY2015 FY2016 FY2017
Statutory revenue A$m 6.1 7.1 3 60.0
Underlying revenue 1 A$m 3.1 4.6 61.0
Statutory EBIT A$m (16.1) (35.1) 3 12.5
Underlying EBIT 1 A$m (3.0) (4.7) 14.0
Net cash / (net debt) A$m 53.9 20.2 12.6
Statutory NTA / share 2 A$ 0.77 0.56 0.33
Underlying NTA / share 2 A$ 0.77 0.56 0.61
Shares on Issue #m 158.2 158.2 158.2
Dividends per share cents 3.0 0.8 0.6
1. Includes adjustments to exclude the impact of non-recurring items (refer ‘Reconciliation of Statutory to Underlying Results’ on page 21 of this presentation for further detail).2. Given VivoPower International and its subsidiaries (including VivoPower Australia and Aevitas Group) are consolidated into AWN, the statutory NTA per share at 30 June 2017 does not reflect AWN’s 60.9% shareholding in VivoPower
International, the A$24.7m shareholder loan to VivoPower International PLC and its A$26.2m Aevitas hybrid securities holdings (please see Underlying NTA in the appendices for a detailed breakdown)3. Amounts classified in 2016 as relating to discontinued operations have been reclassified to provide consistency with the current presentation
NOTE: References to “underlying” information is to non-IFRS financial information prepared in accordance with ASIC Regulatory Guide 230 (Disclosing non-IFRS financial information) issued in December 2011. Non-IFRS financial informationhas not been subject to audit or review
FY2017 Enterprise Priorities
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VivoPower International
Education Sector
Operating Companies
Arowana Leadership
Funds Management
Complete NASDAQ listing (and potential dual listing) and deliver on forecasts
Scale up Everthought Education & assist in Intueri turnaround (where allowed)
Coach & develop team to master and practise V.U.C.A leadership
Grow AUM for Arowana Funds Management to A$200m
To deliver long term EBIT CAGR of 10% to 20%
Investor Universe Build new relationships with investors with similar investment timeframes (primarily family offices)
FY2018 Year Ahead
FY2018 Enterprise Priorities
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VivoPower International
EdventureCo
Arowana Funds Management
Co-Investment Partnerships
Data Analytics Unit
Deliver on FY2018 forecasts and drive investor relations
Scale up platform and secure strategic partnerships
Secure Australian and international strategic co-investment partnerships (for existing businesses)
Complete build out of in-house and outsourced capabilities
Raise two new fund vehicles and achieve total FUM of A$200m
Enterprise Office Complete marketing and branding upgrade and secure B Corp accreditation
FY2018 Business Unit Overview
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Enterprise Office Operating Companies Asset Management
Board
Leadership
Team
Arowana University
Other(in realisation mode)
1. Name change subject to shareholder approval
1
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VivoPower International: new leadership and strategic review
▪ For the half year ended 30 September 2017, VivoPower delivered statutory revenue of US$16.2m 1 and an EBITDA loss of (US$3.9m) 1
– Revenue represents a significant year on year increase primarily reflecting a strong contribution from the Aevitas business unit
– EBITDA loss compares to a profit of US$0.3m 1 for H1, FY2017 reflecting higher global costs offset by strong Aevitas growth
▪ VivoPower effected change of leadership in late September 2017 with Carl Weatherley-White promoted to CEO and a new UK based CFO identified and shortlisted (due to be announced imminently)
▪ As part of the leadership change, a new strategic focus has been introduced
– key focus now is on driving long-term value and profit maximisation of its solar power projects “landbank” on a $/MW basis
– VivoPower will also introduce storage solutions for all of its solar power projects, where it is increasingly economic to do so
– VivoPower is now best described as a solar power and storage project developer, co-owner, producer and operator
▪ In addition, a new lean management approach has been introduced with US$1m of annualised cost saving initiatives
▪ The Suniva case has caused irrational behaviour from many US solar developers which has pushed panel and build costs up
– in September 2017, the US International Trade Commission (ITC) voted in favour of an “injury case” filed by Suniva & others
– In October 2017, the US ITC handed down its tariff recommendation (approx. 10c/watt) which will have minimal industry impact
▪ In November 2017, VivoPower commenced a formal strategic review process with the appointment of an adviser
– this follows unsolicited interest in the 1.8GW DC US portfolio from multiple institutions and utilities
– potential transaction(s) could include acquisition of mid and late stage projects and/or co-development funding
1. SOURCE: Form 6-K lodged on 22 November 2017 by VivoPower International PLC (“the Company”) with the United States Securities and Exchange Commission in respect of the six months ended 30 September 2017. Please note the figures reported in this lodgement are unaudited and subject to adjustment in connection with the audit of the Company’s financial statements for the year ending 31 March 2018.
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EdventureCo: new platform brand
▪ EdventureCo is Arowana’s new education platform brand created to encompass Everthought Education, Arowana’s existing building and construction training business and future acquisitions in other training segments
▪ Senior leadership team has been recruited with deep experience in vocational education, led by Sean Steele
▪ Everthought has started Q1 FY2018 with:
– Revenue up 20.1% YoY with international student growth offsetting softness in domestic demand
– Gross margins up 13.1% YoY due to improved trainer utilisation
– EBITDA of $82k and EBIT of ($291k) reflecting investment in leadership team, marketing and fixtures and fittings costs
– 68% of revenue was fee for service
▪ Arowana is executing a buy-and-build strategy to scale-up EdventureCo, having acquired 3 businesses to date
– Focus remains on sectors with strong employment demand and/or fee for service provision
– Arowana is in advanced negotiations to acquire a national training business that is the leader in its field and is 100% fee for service
– No equity or debt raising will be required to fund this acquisition
NOTE: References to Q1 FY2018 results above are based on management accounts which have not yet been the subject of audit or review.
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Thermoscan: strong start to FY2018
▪ Q1, FY2018 revenue was up 10% versus the previous corresponding FY2017 period, representing Thermoscan’s highest Q1 revenue under Arowana’s ownership (since IPO in 2013)
▪ Q1, FY2018 gross margins were 19% higher than the previous corresponding FY2017 period due to improved pricing and operational efficiency gains
▪ Thermoscan’s Q1, FY2018 EBIT was up 144% in comparison with the corresponding FY2017 period, reflecting significant productivity gains, technology-led efficiency gains and business development initiatives
▪ Completed the Australian Building Management Accreditation during the period which has materially increased job pipeline
▪ Debtor days has improved significantly, down to 56 days at 30 September 2017 in comparison with 70 days this time last year. Weconsider this to be still too high reflecting continuing practice of large corporates not paying on time and this remains an area of focus
▪ Technician headcount planned to increase during FY2018 in order to accommodate increasing demand
▪ Focus for remainder of FY2018 is to expand territory coverage, service capabilities (including solar inspection with drones) andmaximise technician utilisation which will deliver further revenue and EBIT growth
NOTE: References to Q1 FY2018 results above are based on management accounts which have not yet been the subject of audit or review.
Arowana Funds Management: strong performance driven AUM growth
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A$45.7m at Jun 17(A$35.9m at Jun 16)
A$83.5m at Oct 17 1,2
(A$73.9m at Oct 16)
In Progress
Vehicle AUM Comments
▪ Strong performance since Jan 2015 IPO (with total NTA return of 38.6%) achieved despite holding average cash balance of 53.2% since inception
▪ Strong performance from inception (1 Aug 2014) to early closing (on 1 Jan 2017) of 21.4% IRR has driven AUM growth
▪ Fund currently in harvest mode; winding-up mechanics are underway
▪ Fund will focus on direct lending to lower-middle market businesses,leveraging the capability and pipeline of the broader Arowana platformand investment team
▪ Founding limited partners capital commitments already secured, with afirst close expected prior to the end of December 17
1. AUM as at 31 October 2017 had been reduced by A$958k following on-market share buyback commenced in September 20172. SOURCE: Unaudited Net Tangible Asset Release as at 31 October 2017, lodged by Arowana Australasian Value Opportunities Fund Limited (ASX: AWQ) on 9 November 2017
Enterprise Office: leadership strengthened and ESG marketing drive
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Board
Leadership
Team
Arowana University
Treasury
▪ No change in board composition but actively recruiting for an offshore based non executive director
▪ Also seeking to add to international advisory board
▪ New UK based global CFO to be appointed with Conor Byrne moving to CFOO of Arowana Funds Management
▪ Cameron Fellows appointed as group Financial Controller responsible for global coverage
▪ Significant new content has been added to the curriculum based on real life case studies and experiences
▪ Arowana Uni is working with EdventureCo leadership to potentially commercialise into fee paying courses
▪ Establishment of initial Arowana UK team completed
▪ Next area of focus is to build out the back, middle and front office support teams in South East Asia
Other ▪ Digital marketing agency has been appointed to drive marketing strategy and execution on an ongoing basis
▪ ESG focus reinforced as lead sponsor of RIAA (Responsible Investing Association Australasia) conference
▪ AWN now acting as a central treasury function optimising cash management across various group companies
▪ Bridge financing lines established to navigate working capital movements (where needed)
Arowana Observations
Arowana Observations (Global)
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(i) globalisation; (ii) electrification of society; (iii)
rising middle class in emerging markets; (iv) online engagement and commerce;
and (v) increasing deployment of robots
(i) B2B pricing power down 89% versus B2C pricing
power down 41%; (ii) Look out for Amazon in B2B; and
(iii) demand profiling, validation & segmentation
easier in B2C today
(i) business operates at a much faster pace today; (ii) enduring competitive advantage faster to
attain but also harder to maintain; and (iii) information
is nearer to perfect and democratised
(i) tech is far greater risk to business today than at any
other time in history; (ii) key disruptive tech trends to
watch; (iii) “Excel is a crutch for those who don’t know
how to code”
Update: AI (Artificial Intelligence) and RPA
(Robotic Process Automation) are not
science fiction
Update: B2B business models can be reinvigorated through AI and RPA deployment, but must continue to demonstrate
cost competitiveness
Update: AI and RPA are being used to scale up faster and cheaper by agile businesses globally; internet speed &
infrastructure critical however
Update: tech literacy focus and interest is much higher in
the UK, EU, US and Asia than in Australia presenting
significant opportunities
Long term megatrends
B2B versus B2C
Speed and information
Technology literacy
Implications For Long Term Investing & Operating
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Focus on businesses with global addressable market potential…
... in high ROIC sectors and their technology derivatives (mainly in B2C)…
... that can succeed in the US and Asia
Continue to build lean and agile Arowana team with high AQ, EQ and IQ…
… that maintains a humble attitude which embraces continuous learning and can self-correct
AQ
IQEQ
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Questions & Answers
Appendices
Underlying Financial Information
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Underlying financial information represents profit and loss information derived from the unaudited management accounts for the relevantoperating entities in respect of the years ended 30 June 2017, 30 June 2016 and 30 June 2015 respectively adjusted as follows:
▪ To exclude all revenue and costs associated with previous operating activities that have now ceased
▪ To exclude non recurring revenue and cost items
▪ To exclude the impact of the Group’s 24.9% investment in Intueri Education Group (otherwise accounted for under the equity method)
References to “underlying” information is to non-IFRS financial information prepared in accordance with ASIC Regulatory Guide 230(Disclosing non-IFRS financial information) issued in December 2011.
Non-IFRS financial information has not been subject to audit or review.
Explanation of underlying financial performance and position
FY2017 Underlying Results Overview
20
1. Divisional EBIT excludes any internal management fees2. Includes adjustments to exclude the impact on non-recurring items (refer ‘Reconciliation of Statutory to Underlying Results’ on page 21 of this presentation for further detail).3. Numbers may not compute exactly due to rounding4. Restated for consistency with current year treatmentNOTE: References to “underlying” information is to non-IFRS financial information prepared in accordance with ASIC Regulatory Guide 230 (Disclosing non-IFRS financial information) issued in December 2011. Non-IFRS financial informationhas not been subject to audit or review
Period Ended 30-Jun-17 30-Jun-16 vs PCP (%) Comments
All figures in A$000s
VivoPower International 52,766 144 nmf Attributable to exponential international growth
Everthought Education 3,525 - 100 Includes part-year contribution only; prior period comparison meaningless
Thermoscan 2,635 2,728 (3) Reflects competitive / challenging market conditions and investment in technician training
Arowana Funds Management 1,045 1,318 (21) Decrease in performance fee offset by higher management fees due to FUM growth
Enterprise Office 1,027 423 143 Increase due to operational consulting revenue generated by EO executives
Total Revenue 60,998 4,613 1,222
VivoPower International 22,384 (271) nmf Reflects BTO (build, transfer, operate) profits from solar projects internationally
Everthought Education 23 - 100 Includes part-year contribution from Perth acquisition and incremental opex spend on platform
Thermoscan 701 841 (17) Deterioration in productivity due to lower utilisation rates (technician training) and client mix
Arowana Funds Management (762) 839 (191) Primarily due to decrease in performance fees
Enterprise Office (5,293) (5,923) 11 Primarily due to increased operational consulting revenue offsetting fixed cost base
Total EBITDA 17,053 (4,514) 478
VivoPower International 20,918 (271) nmf Representing amortisation of intangibles (customer contracts etc) following acquisition of Aevitas
Everthought Education (1,338) - 100 Depreciation on fixed assets and amortisation on acquired intangibles (course fees & student contracts)
Thermoscan 567 694 (18) Reflects depreciation of fleet
Arowana Funds Management (762) 839 (191) No allocation of depreciation to this business unit
Enterprise Office (5,374) (5,957) 10 Depreciation on fixed assets and amortisation on brand name
Total EBIT 14,011 (4,695) 398
Realised FX gains / (losses) 804 (319) nmf Realised FX gains relating to ordinary course of business
Interest Income 1,316 2,634 (50) Primarily represents interest earned on securities in the AASSF I portfolio
Interest Expense (535) (66) Nmf Includes interest incurred within operating companies and also on bridging finance
Net Interest Income 781 2,568 (70)
Total underlying PBT 15,596 (2,446) 738
Tax (expense) / benefit (8,689) 1,582 (649)
Underlying Group NPAT 6,907 (864) 900
FY2017 Reconciliation of Statutory to Underlying Results
21
1. Numbers may not compute exactly due to roundingNOTE: References to “underlying” information is to non-IFRS financial information prepared in accordance with ASIC Regulatory Guide 230 (Disclosing non-IFRS financial information) issued in December 2011. Non-IFRS financial informationhas not been subject to audit or review
Year ended 30 June 2017 EBIT EBITDA
All figures in A$000s
Statutory reporting basis 12,501 15,542
VivoPower International
Reverse unrealised foreign exchange (gains) / losses (819) (819)
Everthought Education
Reverse write-back of deferred consideration on acquisition, net of goodwill impairment write-down (1,450) (1,450)
Normalisation of non-recurring restructuring expenditure 204 204
Thermoscan
Normalisation of non-recurring expenditure 19 19
Arowana Funds Management
Reverse unrealised foreign exchange (gains) / losses 16 16
Reverse one-off gain recorded on exchange of initial investment in Arowana Inc for new shares in VivoPower (6,665) (6,665)
Reverse dividends received from hybrid securities held in Aevitas prior to acquisition by VivoPower (1,439) (1,439)
Normalisation of project costs 10 10
Enterprise Office
Reverse unrealised foreign exchange (gains) / losses 1,612 1,612
Reverse impairment write-back on valuation of loan receivable from external parties (322) (322)
Reverse one-off gain recorded on exchange of initial investment in Arowana Inc for new shares in VivoPower (128) (128)
Reverse impact of share of net result and impairment write-down re: investment in Intueri 7,575 7,575
Normalisation of project costs (principally related to the build-out of VivoPower) 3,701 3,701
Unallocated
Realised foreign exchange (gains) / losses not allocated to business units (804) (804)
Underlying reporting basis 14,011 17,053
Statutory NTA Breakdown
22
Alternative valuation approach is Sum of the Parts incorporating net cash, investments and applying earnings based multiples to the Operating Companies and the Funds Management division, net of Enterprise Office costs
NTA Breakdown A$ Comments
Group cash 18,397,134 Includes cash held by VivoPower International PLC
VivoPower Development LLC shareholding 19,102,677 At equity accounted valuation, representing investment in early stage US solar projects
NC-31 and NC-47 projects 28,436,701 VivoPower International US solar projects
AASSF I Investments: AASSF I is the Arowana Australasian Special Situations Fund I
▪ Evolution Group convertible notes 3,000,000 At cost (excluding any accrued interest)
▪ Viento (VIE) shareholding 430,615 At equity accounted valuation
Net Working Capital (16,859,870) Receivables less payables and provisions
PPE 3,440,644 At cost (net of depreciation)
Other Assets 1,741,268 At cost
Other Liabilities (454,395) Non-current employee provisions and deferred consideration re: business combinations
Borrowings (5,753,809) Bridge finance, ANZ loan and Thermoscan & VVPR finance leases
Net Tangible Assets ($) 51,480,965 Excludes goodwill, intangibles and tax assets
Total Shares on Issue (#) 158,170,799 As at 30 June 2017
NTA per share (cents) 32.5 cents As at 30 June 2017
Underlying NTA Breakdown
23
Alternative valuation approach is Sum of the Parts incorporating net cash, investments and applying earnings based multiples to the Operating Companies and the Funds Management division, net of Enterprise Office costs
NTA Breakdown A$ Comments
Group cash 6,936,765
Investment in VivoPower International PLC 40,607,638 60.9% of issued capital at 30 June 2017 valuation 1
VivoPower Aevitas Exchangeable Securities 26,235,726 At redemption value
USD Loans receivable 24,690,931 From VivoPower International PLC at 30 June 2017
AASSF I Investments: AASSF I is the Arowana Australasian Special Situations Fund I
▪ Evolution Group convertible notes 3,000,000 At cost (excluding any accrued interest)
▪ Viento (VIE) shareholding 430,615 At equity accounted valuation
Net Working Capital (1,886,355) Receivables less payables and provisions
PPE 610,370 At cost (net of depreciation)
Other Assets 973,589 At cost
Other Liabilities (194,665) Non-current employee provisions and deferred consideration re: business combinations
Borrowings (4,375,582) Bridge finance and Thermoscan finance leases
Net Tangible Assets ($) 97,029,032 Excludes goodwill, intangibles and tax assets
Total Shares on Issue (#) 158,170,799 As at 30 June 2017
NTA per share (cents) 61.3 cents As at 30 June 2017
1. The valuation implied by the market transaction price of US$3.82 per share.
THE END