Q2-16 financials update 10 August 2016 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 HISTORICAL CONSOLIDATED FINANCIAL DATA INCLUDED ON THE FOLLOWING PAGES FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 2015 FOR INTEROUTE HAVE BEEN DERIVED FROM THE UNAUDITED MANAGEMENT ACCOUNTS, INCLUDING THE NOTES RELATED THERETO. THE FINANCIALS HAVE BEEN DERIVED FROM THE INTERNAL ACCOUNTING FORMAT BASED ON LUXEMBOURG LEGAL AND REGULATORY REQUIREMENTS RELATING TO THE PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (“LUXEMBOURG GAAP”). LUXEMBOURG GAAP DIFFERS IN SIGNIFICANT RESPECTS FROM INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION (“IFRS”). THE HISTORICAL CONSOLIDATED FINANCIAL DATA INCLUDED ON THE FOLLOWING PAGES FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 2015 FOR EASYNET HAVE ALSO BEEN DERIVED FROM UNAUDITED MANAGEMENT ACCOUNTS WHICH HAVE BEEN CONVERTED TO LUXEMBOURG GAAP (FOR PURPOSES OF PRO FORMA FINANCIAL DATA). THIS PRESENTATION ALSO CONTAINS REFERENCES TO CERTAIN NON-LUXEMBOURG GAAP AND NON-IFRS FINANCIAL MEASURES, INCLUDING EBITDA, EBITDA MARGIN, ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN AND PRO FORMA SYNERGY ADJUSTED EBITDA AS WELL AS CERTAIN LEVERAGE AND COVERAGE RATIOS THAT ARE NOT REQUIRED BY, OR PRESENTED IN ACCORDANCE WITH, LUXEMBOURG GAAP OR 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 LUXEMBOURG GAAP OR 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 LUXEMBOURG GAAP OR 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 LUXEMBOURG GAAP OR 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 Executive summary • 1 Interoute’s consolidated revenue increased to €361.4m in the six months ended 30 June 2016 . − Organic (i.e. excluding Easynet), revenue growth of 4.0% y-o-y. • H2-16 Adjusted EBITDA increased to €68.9m against €42.2m in H2-15. • Easynet performance in line with expectations. • Integration activity and savings remain on track. 2 • LTM pro forma revenue and pro forma (anticipated) synergy adjusted EBITDA of €747.0m and €167.5m, respectively. − 4 3 Leverage ratio of 3.8x at 30 June 2016. Notes: (1) Includes 6 months of Easynet revenue in 2016. Easynet not included in six month period ended 30 June 2015 as acquisition took place in October 2015. (2) Includes anticipated synergies of €19.6m in addition to the €4.8m of synergies already realised in our LTM results (€24.4m of synergies expected in total as previously disclosed). (3) Leverage ratio = Pro forma consolidated Net Debt / Pro forma full run rate synergy Adjusted EBITDA Table of contents 1. Executive summary 2. Business update 3. Financials Q&A 5 Q2-16 Business Update Large deals Interoute • • For Interoute new contracts and renewals: – New contracts worth €67.4m – Renewals of €33.2m Large deals in Network Services include Telecom Italia and Claranet; Within Enterprise Services we signed Rheinmetall and Eriks N.V. amongst others. Easynet • • Q2 new contracts and renewals: – New contracts worth €22.7m – Renewals of €44.4m Large deals include SCR-Sibelco NV and Barry Callebaut. Achievements 6 • Interoute continued to gain recognition in Enterprise Digital transformation and adoption featuring as a Leader for the 3rd year running in the coveted 2016 Gartner Magic Quadrant for Managed Hybrid Cloud Hosting – see table opposite. • One of our larger Enterprise customers is UEFA. We successfully hosted without incident their public and private facing IT infrastructure throughout the European Championships, hosting approximately 136m visits to the website, mitigating sustained DDOS attacks against their website. Analyst Recognition Q2-16 Integration Update Update on progress of integration of Easynet 7 Area Actions Comments Integration management and oversight Project programs and plans identified • 22 integration projects closed in Q2 with 77 still active Sales integration and customer focus Integrated Sales teams addressing immediate customer concerns as part of introducing Interoute’s best-in-class client service procedures across the business • Sales offices in Paris and London consolidated • All Service Delivery workload transferred from Easynet’s Shepton Mallet operations centre to Interoute’s prime operations centre in Sofia, Bulgaria Staff synergies Rationalisation of overlapping functions and centralisation and consolidation of those functions where efficiencies can be generated. • 70 Easynet positions removed in Q2 bringing realized annualized staff synergies to c.€13.3m. Infrastructure synergies Absorption of Easynet facilities. Expected rent, lease and power savings. • Easynet European backbone network now running on top of the Interoute network allowing cancellation of third party (OLO) bandwidth • Milan DC building closed after move of customers and opening of a new office on the site of Interoute’s colocation centre Systems synergies Migrate core business to a common Interoute systems stack • 1st countries (Netherlands, Switzerland, Germany) migrated to Interoute’s Oracle financial system • High level planning completed for test migration of 1st country to Interoute’s CRM, Inventory and NMS platforms in Q3 OLO, Suppliers, office and other synergies OLO reductions. Improved position vs. suppliers due to size. Reduction of office related costs. • First OLO contracts signed to benefit from improved pricing and discounts. Annualised savings of c.€0.5m realised to date including backbone network OLO Table of contents 1. Executive summary 2. Business overview 3. Financials - Combined results - Interoute - Easynet Q&A 8 Consolidated business gross profit and Adjusted EBITDA Overview (€ in millions) Comments 6 months Jun '15 Growth Total revenue 226 361 59.6% Sales related costs (70) (140) 100.4% Gross margin 157 222 41.5% 69.2% 61.4% Network costs (45) (50) 12.0% Operating costs (70) (102) 47.0% Gross margin % Integration costs EBITDA EBITDA margin One-off adjustments (1) Adjusted EBITDA Adjusted EBITDA margin 9 6 months Jun '16 Notes: (1) - (14) 42 56 18.8% 15.4% (0) 13 42.2 68.9 18.6% 19.1% One-off adjustments in 2016 include €13.6m for integration costs. • YTD results presented on this slide include 6 months of results for Easynet in 2016. • Revenues increased by 59.6%, from €226.4m in H1-15 to €361.4m in H1-16. • GM at 61.4% reflecting the combination with Easynet. • Adjusted EBITDA of €68.9m, up 63.4% y-o-y. • Lower EBITDA margin in 2016 due to high amount of integration costs. Adjusted EBITDA margin higher in 2016. 31.3% 63.4% Combined KPIs Average new net monthly recurring revenue (MRR)(1) Comments • Data combines the results for Interoute and Easynet (Easynet included in 2015 as well). • Improvement in Q2-16 delivered average monthly net MRR over Q4-15 and Q1-16 (mainly due to a number of new large deals delivered). • Q1-16 was impacted by a number of large ceases in Easynet, while Q4-15 included large ceases for a few customers in Interoute. • Signed contracted value shows improvement in Q2-16 over Q1-16. 169 (65) (84) Q4-15 Q1-16 Signed contracted 10 Notes: (1) (2) Q2-16 value(2) 168 155 162 Q4-15 Q1-16 Q2-16 Average monthly amount calculated as quarterly amount divided by 3. 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. Increase in revenue under contract as at the end of each period from either net new contracts signed or old contracts renewed during the relevant period. Consolidated group capex & working capital Capital expenditure by type (1) Net working capital (€ in millions) 40 43 5 18 16 13 15 9 7 6 months Jun '15 Maintenance capex Strategic growth capex Easynet Dec-15 Jun-16 1 0 Provisions (23) (23) Trade & other debtors 129 138 61 64 Trade and other creditors (195) (171) Deferred revenue (216) (196) Net working capital (242) (188) (€ in millions) Stock 1 Prepayments and accrued income 6 months Jun '16 Base capex Purchased Buildings Comments Comments • Maintenance capex lower as H1-15 included €1.9m non cash decommissioning asset adjustment. • Structurally negative working capital primarily as a result of deferred revenue from long-term contracts. • Base capex increased from €13.3m to €14.5m in 2016. Base capex for Network Services decreased. However, it increased for Enterprise Services due to one offs related to the renewal of specific Hosting and VPN customers, DDoS security costs and CPE. • Consolidated net working capital for the group increased by €54.1m (2). • Strategic growth capex decreased by €2.4m mainly due to spend for laterals and the Juniper capacity spend in H1-15. Offset by higher investment in VDC platform in H1-16. • 2016 also includes €1.1m of purchased buildings and a further €5.4m of capex in Easynet. 11 Notes: (1) Excludes €0.8m and €2.3m of integration capex in H1-15 and H1-16, respectively. (2) Also €54.1m when excluding movements in stock and provisions. • Partially due to natural working capital movement of the company and also due to proactive management action at the end of 2015, which is unwinding through H1-16. • Lower deferred revenue balance due to exchange rate impact in Easynet and delay in some billing due to the Easynet migration. There is also one large quarterly recurring invoice billed in Dec-15 (for Q1-16 revenue) but invoiced in July-16 (for Q2-16 revenue). Remaining variance due to a customer that is billed twice a year (July and November). Unaudited Pro Forma Condensed Combined Financial Information (€ in millions) Jun-15 LTM Jun-16 LTM Growth Pro forma Revenue 717.1 747.0 4.2% Pro forma Adjusted EBITDA 140.7 147.8 5.1% Pro forma Synergy Adjusted EBITDA 165.1 167.5 1.4% 61.7 76.0 23.2% Pro forma Synergy Adjusted EBITDA less Capex 1 Pro forma combined financials include the contribution of Easynet for 12 months. Solid growth of the business on the Pro forma combined basis 12 Notes: (1) Capex is on LTM pro forma basis. For Jun-15 LTM in Easynet, the May-15 LTM capex figures have been used. From Q2-16 reporting, integration capex has been excluded for Interoute . Underlying anticipated synergies of €24.4m in LTM June-15 and €19.6m in LTM Jun-16. Anticipated synergies, as previously disclosed which are expected to be realised within 24 months after the Completion Date, with a substantial portion expected to be realised within 18 months. As at 30 June 2016, we have realised approximately €4.8m of the €24.4m previously disclosed expected synergies. €2.8m of this is realised in Q2-16 Leverage development Pro forma combined leverage Opening leverage (€ in millions) xLTM June 15A EBITDA Amount Pro forma synergy adjusted EBITDA (1) Cash and cash equivalents Revolver (€75m facility) 13 Change xLTM June 16A EBITDA Amount 165 (79) (0.5x) 167 55 (24) (0.1x) – – – – – 83 0.5x (6) 78 0.5x Fixed Rate Notes 350 2.1x – 350 2.1x Floating Rate Notes 240 1.5x – 240 1.4x Net debt 594 3.6x 49 643 3.8x Other indebtedness (2) • Current Pro forma combined leverage of 3.8x at 30 June 2016. Notes: (1) (2) Underlying synergies of €24.4m in LTM June-15 and LTM June-16. Other indebtedness as at June 15 includes €39.9m of vendor loans and €43.4m of finance leases. As at June 16, this includes €30.7m of vendor loans, €38.3m of finance leases and €8.7m of accrued interest. Table of contents 1. Executive summary 2. Business overview 3. Financials - Combined Results - Interoute - Easynet Q&A 14 Interoute revenue by product and by type Revenue by type (€ in millions) Comments 4.0% 226 235 14 13 223 212 6 months Jun '15 (7.4)% • Total revenue increased by 4.0% y-o-y. • Strong increase in recurring revenue to €222.5m up 4.7% y-o-y. − 6.4% growth in Enterprise Services’ recurring revenue driven particularly by strong growth in VPN & Security, Computing and Voice. 4.7% − 2.2% growth in recurring revenue in Network Services due to growth in Transport. 6 months Jun '16 Recurring Transactional Revenue by segment (€ in millions) • 4.0% 15 − 7.4% y-o-y growth in Enterprise Services, mainly due to strong performance in VPN & Security and Computing. 226 235 92 91 (1.0%) 135 145 7.4% 6 months Jun '15 6 months Jun '16 Enterprise Services Network Services Growth in Enterprise Services y-o-y of 7.4%. − 1.0% y-o-y decline in Network Services driven by reduction in Infrastructure due to lower one-off IRU revenues YTD and the renewal of a specific deal at a lower recurring revenue amount offset by increase in Transport. Interoute key KPIs Average new net monthly recurring revenue (MRR)(1) Comments (€ in thousands) • Improvement in Q2-16 average net MRR over Q1-16 (see next slide). • H1-16 new delivered services are in line with the prior year, but ceased services are slightly higher for both Enterprise and Network Services. • The most significant cease for Network Services relates to an off-net sale to Gibraltar in Q1-16, excluding which the average net MRR would be in line with the prior period. • Total churn for H1-16 is in line with H1-15. • Slight increase in churn rate for Enterprise and Network Services due to one-off ceases for a small number of customers. 230 22 191 9 208 6 months Jun '15 Enterprise (58.0)% 182 (12.4)% 6 months Jun '16 Network Churn Abs. change 0.9% 1.0% (0.1)% 0.6% 0.3% 0.6% 0.0% 0.4% (0.1)% 6 months Jun '15 6 months Jun '16 Enterprise Services Churn 16 Notes: (1) Network Services Churn Total Churn Average monthly amount calculated as quarterly amount divided by 3. 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. Interoute key KPIs (continued) Quarterly Delivered Average Net MRR (€’000) 294 • Q2-16 was the highest delivered on new MRR for the last five quarters. • Ceases improved for both Network and Enterprise services. • Positive erosion in Enterprise services as cross selling and upselling offset any price reduction. • Negative erosion in Network services is due to one particular customer (cease & reprovide order with the reprovide delivered in Q1 and cease in May - net impact is zero). • Total churn rate improved over Q4-15 and Q1-16 returning to more normalised levels. 279 15 248 130 60 104 264 4 188 164 18 100 25 (8) Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Enterprise Services Network Services Churn rate (1) 1.2% 1.2% 1.2% 1.0% 0.9% 0.8% 0.7% 0.6% 0.6% 0.5% 0.6% 0.5% 0.6% 0.3% 0.4% Q2-15 Q3-15 Enterprise Services 17 Q4-15 Q1-16 Network Services Q2-16 Total Interoute Gross Margin and Adjusted EBITDA Overview Comments 6 months Jun '15 (€ in millions) 6 months Jun '16 Growth Total revenue 226 235 4.0% Sales related costs (70) (80) 15.3% Gross margin 157 155 (1.0%) Gross margin % 69.2% 65.9% Network costs (45) (46) 2.3% Operating costs (70) (70) 0.5% Integration costs EBITDA EBITDA margin 42 36 18.8% 15.1% (0) 3 Adjusted EBITDA 42 39 18.6% 16.5% 18 Notes: (1) Profitability impacted by support costs for Easynet (including audit and insurance fees). • Gross margin decreased €1.6m or 1.0%, to €155.1m. • (4) One-off adjustments (1) Adjusted EBITDA margin • One-off adjustments in 2016 include €3.9m for integration costs. − Enterprise Services increased by €2.6m, or 2.9%, to €91.5m, driven by increase in Computing and VPN & Security sales. Offset by lower margins in Communications due to lower Video hardware sales. − Network Services decreased by €4.2m due to lower one-off on-net IRU revenue, a renewal of a specific deal with a lower recurring margin and also because there was a one off benefit from a cost accrual release in 2015 relating to prior periods. In addition, there is a run off of deferred revenue that was acquired from the Vtesse business. Decrease in GM% for both Network and Enterprise Services. − Network Services lower (as above). − Enterprise Services primarily lower due to lower margin on VPN as a result of increased customers with global requirements and one off Hosting licence resells. (16.2%) • Network costs increased by €1.0m mainly due to a movement in the onerous lease and dilapidation provisions in H1-15 (reversed in Adjusted EBITDA). • Operating costs increased by €0.4m. (7.7%) − €0.7m relates to headcount needed for delivery of increased revenue and capturing future growth. − €0.6m of non-headcount Opex in support of Easynet offset by a €1.0m lower bad debt charge in H1-16. • Adjusted EBITDA of €38.9m, down y-o-y, as explained above. • As previously stated planned one-off headcount expansion led to a lower % adjusted EBITDA margin against prior year. Table of contents 1. Executive summary 2. Business overview 3. Financials - Combined Results - Interoute - Easynet Q&A 19 Easynet summary financials Average new net MRR and churn Comments (€ in thousands) 1.6% 0.8% (151) 6 months Jun '15 Easynet average new net MRR • Churn at 1.6% has improved from 1.8% in Q1-16. • Negative average new net MRR broadly in line with expectations due to relatively high ceases from the SME and channel business and certain dissatisfied enterprise clients carried over from previous ownership (as previously discussed). • Total revenue in EUR decreased by 8.1%. • Revenues in GBP decreased by 4.0% driven by declining SME, channel business and Enterprise ceases. • We anticipate that these trends will continue into H2-16, as Interoute procedures and processes, care, customer focus and stability take time to take effect. (149) 6 months Jun '16 Easynet churn Revenue (using constant currency) Revenue (€ in millions) (€ in millions) 137 132 137 6 months Jun '15 6 months Jun '16 6 months Jun '15 Easynet performance in line with expectations 20 Notes: Easynet summary financials based on Lux GAAP. 126 6 months Jun '16 Easynet summary financials – profit and cash flows in EUR Adjusted EBITDA(1) (€ in millions) Comments Margin (%) 19.9% 27 6 months Jun '15 • Improvement in Adjusted EBITDA margin from 19.9% to 23.8% driven by cost savings from integration of Easynet. • Adjusted EBITDA in EUR increased by 9.9%. 14.7% Adjusted EBITDA growth on a constant currency basis. • Improved Adjusted EBITDA - CAPEX conversion to 81.9% driven by higher Adjusted EBITDA and lower capex in H116. • Adjusted EBITDA-CAPEX in EUR increased by 24.2%, driven by improved EBITDA and lower capex. On a constant currency basis, this improved by 29.7%. 23.8% 30 6 months Jun '16 Adjusted EBITDA – Capex Cash conversion(2) (%) (€ in millions) 81.9% 72.5% 25 20 6 months Jun '15 6 months Jun '16 Improvement in adjusted EBITDA and sustained high cash flow conversion 21 (1) EBITDA to Adjusted EBITDA adjustments in the six months to June 2016 include €2.7m of restructuring costs, €1.9m redundancy costs and €5.2m for adjustments related to dilapidation and onerous leases. Adjustments for the six months to June 2015 include €1.3m restructuring costs, €1.3m redundancy costs, €0.4m for dilapidation and onerous lease provisions and €3.9m related to a settlement of a dispute. (2) Defined as (Adj. EBITDA – Capex) / Adj. EBITDA Q&A 22
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