Q1-17 FINANCIALS UPDATE 23 May 2017 Disclaimer THIS PRESENTATION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT AN OFFER OR A SOLICITATION OF AN OFFER TO BUY OR SELL SECURITIES IN THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION. BY VIEWING THIS PRESENTATION, YOU AGREE TO THE FOLLOWING: ANY INFORMATION IN THIS PRESENTATION THAT IS NOT A HISTORICAL FACT IS A “FORWARD-LOOKING STATEMENT”. SUCH STATEMENTS MAY INCLUDE OPINIONS AND EXPECTATIONS REGARDING INTEROUTE AND ITS FUTURE BUSINESS, THE STRATEGIES OF ITS MANAGEMENT AND ITS MANAGEMENT’S EXPECTATIONS OF GLOBAL ECONOMIC AND REGULATORY TRENDS. BY THEIR NATURE, SUCH FORWARD-LOOKING STATEMENTS INCLUDE UNKNOWN AND KNOWN RISKS AND UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE INTEROUTE’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED IN, OR IMPLIED BY, SUCH FORWARD-LOOKING STATEMENTS. WHILE INTEROUTE BELIEVES THAT ITS ASSUMPTIONS REGARDING FUTURE EVENTS ARE REASONABLE, THESE FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS AND, IN ADDITION TO BEING SUBJECT TO UNKNOWN AND KNOWN RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS BEYOND INTEROUTE’S CONTROL, THERE ARE INHERENT DIFFICULTIES IN PREDICTING CERTAIN IMPORTANT FACTORS THAT COULD IMPACT THE FUTURE PERFORMANCE OR RESULTS OF INTEROUTE’S BUSINESS. AS A RESULT, SUCH STATEMENTS SHOULD NOT BE REGARDED AS REPRESENTATIONS AS TO WHETHER SUCH ANTICIPATED EVENTS WILL OCCUR NOR THAT EXPECTED OBJECTIVES WILL BE ACHIEVED. ALL FORWARD-LOOKING STATEMENTS APPLY ONLY AS OF THE DATE HEREOF AND INTEROUTE UNDERTAKES NO OBLIGATION TO REVISE OR UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. THE GROUP’S FINANCIAL STATEMENTS ARE PRESENTED UNDER EU IFRS. THE CONSOLIDATED FINANCIAL DATA INCLUDED ON THE FOLLOWING PAGES FOR THE THREE MONTHS ENDED 31 MARCH 2016 AND 31 MARCH 2017 HAVE BEEN DERIVED FROM THE UNAUDITED MANAGEMENT ACCOUNTS AND UNAUDITED INTERIM FINANCIAL STATEMENTS, INCLUDING THE NOTES RELATED THERETO. THE FINANCIALS HAVE BEEN DERIVED FROM THE INTERNAL ACCOUNTING FORMAT BASED ON THE INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION (“IFRS”). THIS PRESENTATION ALSO CONTAINS REFERENCES TO CERTAIN NON-IFRS FINANCIAL MEASURES, INCLUDING EBITDA, EBITDA MARGIN, ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN AND SYNERGY ADJUSTED EBITDA AS WELL AS CERTAIN LEVERAGE AND COVERAGE RATIOS THAT ARE NOT REQUIRED BY, OR PRESENTED IN ACCORDANCE WITH IFRS. SUCH MEASURES SHOULD NOT BE CONSIDERED AS ALTERNATIVES TO OTHER INDICATORS OF OPERATING PERFORMANCE, CASH FLOWS OR ANY OTHER MEASURE OF PERFORMANCE DERIVED IN ACCORDANCE WITH IFRS. IN ADDITION, THESE MEASURES ARE USED BY DIFFERENT COMPANIES FOR DIFFERING PURPOSES AND ARE OFTEN CALCULATED IN WAYS THAT REFLECT THE CIRCUMSTANCES OF THESE COMPANIES, THUS LIMITING THEIR USEFULNESS AS COMPARATIVE MEASURES. IN ADDITION, THIS PRESENTATION CONTAINS REFERENCES TO CERTAIN KEY OPERATIONAL METRICS USED BY INTEROUTE AND EASYNET, INCLUDING AVERAGE NEW NET MONTHLY RECURRING REVENUE AND CHURN RATE, WHICH ARE ALSO NOT CONSIDERED MEASUREMENTS OF FINANCIAL PERFORMANCE UNDER IFRS AND SHOULD NOT BE CONSIDERED AS ALTERNATIVES TO OTHER INDICATORS OF OPERATING PERFORMANCE, CASH FLOWS OR ANY OTHER MEASURE OF PERFORMANCE DERIVED IN ACCORDANCE WITH IFRS. IN PARTICULAR, THE METHODOLOGY USED TO CALCULATE THESE OPERATIONAL METRICS MAY DIFFER FROM THAT USED BY OTHER COMPANIES, THUS LIMITING THEIR USEFULNESS AS COMPARATIVE MEASURES. INTEROUTE OBTAINED CERTAIN INDUSTRY AND MARKET DATA USED IN THIS PRESENTATION FROM PUBLICATIONS AND STUDIES CONDUCTED BY THIRD PARTIES. WHILE INTEROUTE BELIEVES THAT THE INDUSTRY AND MARKET DATA FROM EXTERNAL SOURCES IS ACCURATE AND CORRECT, INTEROUTE HAS NOT INDEPENDENTLY VERIFIED SUCH DATA OR SOUGHT TO VERIFY THAT THE INFORMATION REMAINS ACCURATE AS OF THE DATE OF THIS PRESENTATION AND DOES NOT MAKE ANY REPRESENTATION AS TO THE ACCURACY OF SUCH INFORMATION. 1 Today’s presenters Gareth Williams Chief Executive Officer 2 Catherine Birkett Chief Financial Officer Table of contents 1. Executive summary 2. Business update 3. Financials Q&A 3 Q1-17 Highlights • Mar-17 LTM Adjusted EBITDA increased to €151m from €147m per FY-16. - Q1-17 Adjusted EBITDA up 12.4% y-o-y - Q1-17 EBITDA up 38.2% y-o-y - Q1-17 EBITDA of €35m converging with Adjusted EBITDA of €37m - Q1-17 Adj. EBITDA margin increased to 20.9% from 18.2% • Continued y-o-y growth in Interoute - Revenue growth of 6.1% - Enterprise recurring revenue growth of 7.8% • Easynet churn stable. Long term focus unchanged. • Integration activity is on track - Run-rate synergies of €27.5m (€19.5m realised in our LTM results) vs. final anticipated synergies of €31.9m (86% of target met) • LTM synergy Adjusted EBITDA of €163.2m 4 (1) 1 Includes anticipated synergies of €12.4m in addition to the €19.5m of synergies already realised in our LTM results (€31.9m anticipated synergies in total) Table of contents 1. Executive summary 2. Business update 3. Financials Q&A 5 Interoute’s market positioning 2017 Enterprise Services • Interoute’s market for Connectivity, Communications and Computing infrastructure is c.€10bn1 against an overall EMEA IT services market of c.€130bn2 • According to Gartner, >50% of all on premise workloads will transition into 3rd party service providers like Interoute over the next 4 years • The market remains distributed and competitive. A unique sales proposition is required to stand out • Interoute’s Enterprise Digital Platform is just that. A unique interconnect or Cloud Fabric, offering a flexible platform which combines computing and SD-WAN technologies to provide a single view of an Enterprise’s IT assets • We estimate our share of the market is c.5%3 Network Services • Bandwidth demand continues to grow exponentially ‒ • 6 According to Cisco, global data center, IP and cloud traffic will more than double by 2020. In 2020, the gigabyte equivalent of all movies ever made will cross the Internet every 2 minutes. Interoute has completed its build out of 100G: - capability is available on 98% of the network - short term capex is predominantly linked to client services not network capability • Underlying demand and innovation in deployment continue to offset price pressure securing stable revenues • Interoute’s estimated share of the European bandwidth market is c.15%4 (1) (2) (3) (4) European Enterprise Services market defined as: Pan-European VPN and Computing & Communications market source Gartner and Frost & Sullivan Global Data (www.globaldata.com) Calculated based on FY Enterprise revenues of approx. €0.55bn of the €10bn market Ovum European Wholesale Market Share 2012-2013: The Big Picture Q1-17 Business Update Large deals New contracts and renewals • Despite pan-euro geo-political uncertainty, we signed: ‒ New contracts worth €77.6m ‒ Renewals of €50.3m • Large deals in Network Services include; Apple, KNG – Karnten Netz and Danish Crown • Large deals in Enterprise Services include; Gefco, Hansgrohe and Ivoclar Vivadent Achievements 7 • Interoute recognised as a top 4 Network Provider, in the Gartner Critical Capabilities for Network Services, Pan-European report, Published: 15 March 2017. • Interoute Edge Access solution beat Oracle and Infoempresa to be named Best ICT product in the Network category, at the 9th Comunicaciones Hoy Awards in Spain. • New customer validations published for Spacemetric, Monin And AO.com. • Interoute launches innovative Managed Container Platform at Cloud Expo Europe in London 15-16 March Achievements Q1-17 Integration Update Realised cost synergies in LTM period (€ in millions) 20.9 27.5 (€2.6m) 23.3 31.9 11.3 19.5 14.5 5.7 4.1 9.3 20.6 2.0 10.5 7.2 Sep-16 LTM Dec-16 LTM Headcount • 8 (1) 13.8 Mar-17 LTM Non-Headcount Final anticipated Run-rate cost synergies Successful execution of our synergy programme ‒ €27.5m run-rate cost synergies as end of Mar-17. €19.5m realised in Mar-17 LTM ‒ Of the €5.7m of Non-Headcount realised synergies, €3.4m relates to OLO/local tails. ‒ Approximately €35m of integration costs from start of project. 1 Includes €35m of integration costs per the P&L from 2015, 2016 and Q1-17, €8m integration capex, less €6m related to non-cash onerous lease/dilapidation provisions and €2m received for sale of a data centre. Table of contents 1. Executive summary 2. Business overview 3. Financials Q&A 9 Consolidated business gross profit and Adjusted EBITDA Overview • Revenues increased by 0.7% on a constant currency basis. (2.1%) • Improvement in Gross Margin % by 0.3% points. (67) (3.0%) • Operating costs significantly lower than Q1-16 112 111 (1.5%) 62.1% 62.4% Network costs (27) (27) (1.0%) Operating costs (52) (47) (10.6%) • Adjusted EBITDA of €37.0m, up 12.4% y-o-y. Adjusted EBITDA 33 37 12.4% • EBITDA of €35m, up 38.2% y-o-y with lower one off adjustments. 18.2% 20.9% Integration costs (4) (2) (49.3%) One-off adjustments (4) (0) (89.9%) EBITDA 25 35 38.2% 13.9% 19.6% (€ in millions) Q1-16 Q1-17 Total revenue 181 177 Sales related costs (69) Gross margin Gross margin % Adjusted EBITDA margin EBITDA margin 10 Comments Growth - €3.7m lower staff costs (as synergy benefit is realised); and - €1.9m lower non-headcount operating costs (resulting from lower establishment costs and foreign exchange movements). - • Adjusted EBITDA and EBITDA converging. Adj EBITDA margin increased to 20.9% and EBITDA margin increased to 19.6%. Revenue (1 of 2) Revenue by segment (€ in millions) 181 177 39 41 78 83 64 53 Q1-16 Q1-17 Easynet 11 Enterprise Services Easynet Revenue – Q4-16 to Q1-17 4.3% 7.0% (17.0)% Network Services • Total group revenue up on constant currency basis by 0.7%. • Encouraging Easynet Q1-17 revenue performance, stable vs. Q4-16. • Easynet declined 11.0% vs. Q1-16 on a constant currency basis. (€ in millions) 54 53 Q4-16 Q1-17 Revenue (2 of 2) Revenue by type Recurring revenue by segment (€ in millions) (€ in millions) 181 177 6 9 111 111 115 3.8% 64 53 (17.0)% Q1-16 Q1-17 Easynet • 12 IRT Recurring IRT Transactional Interoute recurring revenue grew to €115m, up 3.8%. - • 41.5% Driven mainly by Enterprise recurring growth of 7.8%. Increase in total Network Services revenue driven by transactional revenues. 115 36 34 (4.5)% 75 80 7.8% Q1-16 Q1-17 Gross Margin Gross Margin % by Quarter 80% 70% 60% 62% 63% 63% Q1 2016 Q2 2016 Q3 2016 50% 59% 62% 40% 30% 20% 10% 0% 13 Q4 2016 Q1 2017 • Consistent Gross Margin % by quarter • Q4 2016 was impacted by a large, low margin hardware resale transaction. Group KPIs Average new net monthly recurring revenue (MRR) (1) Churn rate(2) (€ in thousands) 1.8% 1.5% 1.3% 1.3% 93 1.2% 1.2% 1.2% 1.2% 1.1% 0.7% (84) Q1-16 0.6% 0.8% 0.3% Q1-17 Q1-16 Q2-16 Easynet • 14 Notes: (1) (2) Q3-16 IRT Network Q4-16 Q1-17 IRT Enterprise Substantially higher Q1-17 average net MRR than Q1-16: - • 0.5% 0.7% Net MRR increase driven by Enterprise. Q1-16 included a large volume of churn in Easynet. Lower churn in Q1-17 against prior quarter. Easynet churn stable. Average monthly amount calculated as quarterly amount divided by 3. Calculated using incremental additional revenue from new sales delivered during a month and that will recur on a monthly basis, excluding any usage-based revenue and net of any churn. Internet Access and Internet Transit products are now grouped under Enterprise services (previously in Network Services) . EBITDA converging with Adjusted EBITDA Adjusted EBITDA 2016 FY Q1-17 €147m €37m • Strong convergence of Adj. EBITDA and EBITDA €2.4m adjustments, of which: -€2m integration related; €1.6m HC, €0.4m Non-HC €37m adjustments, of which: -€29m integration related; €20.8m HC, €8.2m Non-HC - €0.5 other adjustments €35m - €8m other adjustments EBITDA 15 €110m Q1-17 EBITDA of €35m against Adjusted EBITDA of €37m • EBITDA now 94% of Adj. EBITDA vs. 75% in 2016 • Lower one off / exceptional adjustments • We expect integration costs to be significantly lower in 2017 as we reach the end of the Easynet integration Consolidated Group Capex Capital expenditure by type (1) Base and Strategic capex split (€ in millions) Capex €'m 20 8 8 Of which Network Services Of which Enterprise Services Total Base 4.8 4.8 9.6 3.5 1.6 5.1 1.1 6.9 8.0 1.8 6.1 7.9 Strategic Growth 10 5 3 Q1-17 2 Q1-16 16 Q1-17 Base 16 Maintenance capex Base capex Strategic growth capex Purchased Buildings • Total capex is lower than Q1-16 by 22.9%. • Maintenance and Strategic Capex are stable compared to Q1-16 • Lower Base spend results from : • Q1-16 Of which Network Services Of which Enterprise Services Total Strategic Growth - Network Services spend was reduced in the quarter due to investment in capacity during 2016. - Enterprise Services spend in Q1-16 was high due to cost related to the renewal of two large Enterprise customers. Integration related capex in Q1-17 is €1.6m. Notes: (1) Excludes €1.0m and €1.6m of integration capex in Q1-16 and Q1-17, respectively. Working Capital Working Capital Movements (1) €'m 30 (41.6) (5.2) 26.2 (9.8) (41.9) (40.8) (10.4) 11.2 (14.1) (30.8) 20 Total net working capital movement Net working capital movement excluding large hardware resale deal and integration 10 - (10) (20) (30) (40) (50) Q1 2016 Current Assets • • 17 Q2 2016 2 Q3 2016 Provisions Q4 2016 Payables Q1 2017 Deferred income Working capital negatively impacted in Q1-17 by one-off items: - Movements associated with the large hardware resale deal (mainly for payment of costs in Q1, €8.4m) and integration (€2.8m) - Short term widening of days outstanding of receivables and payables due to integration; and - Delayed invoicing of two large assets deals to later in the year (negatively impacting deferred income vs. our expectations for Q1-17). We are targeting a net WC capital movement of €25m for 2017 Notes: (1) Values as presented in graph exclude the large hardware resale deal and integration. (2) Current assets include inventory, receivables and prepayments/accrued income. Mar-17 LTM Financial Information and Leverage Mar-17 LTM (Consolidated) 724 151 163 80 83 (€ in millions) Revenue Adjusted EBITDA Synergy Adjusted EBITDA 1 Capex 2 Synergy Adjusted EBITDA less Capex Mar-17 xLTM Mar-17 EBITDA (24) (0.1x) -- -- 82 0.5x Fixed Rate Notes 350 2.1x Term Loan B 275 1.7x Net Debt 683 4.2x Cash and cash equivalents Revolver (€75m facility) Other indebtedness 3 18 Notes: (1) Underlying anticipated synergies of €12.4m in LTM Mar-17. As at 31 March 2017, we have realised approximately €19.5m (in our LTM results) of the €31.9m expected synergies. (2) Capex excludes integration capex. (3) Other indebtedness as at Mar-17 includes €34.2m of vendor loans, €34.9m of finance leases and €13.1m of accrued interest. Q&A 19
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