- Uralita

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General Shareholders’ Meeting
22nd June 2015
Content
• 2014 Results
• Recent evolution: 1Q 2014 results
• Divestment of the Insulation business
• Perspectives for 2015
• Change of company name
• Proposed resolutions
-2-
Main Aspects of 2014(*)
• Total sales of EUR 528 Million (-3%), in a year marked by geopolitical and market
tensions in Russia, the macroeconomic uncertainty in Europe, and the return of
growth in the Spanish market after years of sharp downturn.
• EBITDA of EUR 47 Million (+1%), affected by the devaluation of the Russian Rouble
and the slowing down of the French and German markets in the second half of the
year.
• At the end of 2014, agreement for the sale of the Roof-Tile Division to Brass Monier.
The operation finally concluded in January 2015 for the amount of EUR 26.5 million.
• Attributable net loss of EUR -118 Million affected by different atypical effects:
 The accounting effect of the sale of the Roof-Tile Division
 The regularisation of tax credits under the new tax rates
 The finance expenses arising from the refinancing in 2013
 And the extraordinary non-operative results.
(*) Sales and EBITDA figures do not include the Roof-Tile Division
-3-
CHANGE IN THE MARKET TREND IN SPAIN AND
MACROECONOMIC UNCERTAINTY IN EUROPE
% of sales 2014
X% % sales 2014 vs. 2013
Western and Central Europe
 Drop in the residential property market in
France, and slowdown in Germany in the
second six-month period
 Good performance in United Kingdom, Italy
Eastern Europe and Russia
 Geopolitical and market tensions in Russia,
with the Rouble strongly devaluating,
worsened by the depreciation of the oil
barrel
 Perimeter impact due to the sale of the
and Benelux
 Progress of plasterboard in France
49%
insulation business in Turkey in 2013
27%
0%
Spain
-11%
Group
 First signs of growth in the new
residential market after 6 years of being
very depressed, starting from levels still
very low
 Good start in 2014, held back by the
macroeconomic uncertainty in
Europe and the tensions in Russia
 Change in trend in the Spanish
market
22%
+4%
* 2% not represented corresponds to export sales in other countries
100%
-3%
-4-
3% REDUCTION IN SALES, AFFECTED BY FOREX
AND THE REDUCTION OF BUSINESS PERIMETER
In Million Euros
-16.6
(-3%)
544.1
-7.2
527.5
-18.2
8.9
2013 Sales
Insulation
business
in Turkey
FOREX
Business
performance
2014 Sales
-5-
SLIGHT IMPROVEMENT IN EBITDA, WITH GROWTH BUSINESS IN SPAIN
AND PENALIZED FOR THE EXCHANGE RATE
In Million Euros
• Restructuring and
reduction of fixed costs
Variation vs. 2013
+0.3
(+1%)
46.5
-6.6
46.8
Total
+1%
19.1
1st half
+32%
27.6
2nd half
-14%
+6.9
• Evolution affected by the impact of currency
devaluations, and especially of the Russian
Rouble (-22% compared to 2013)
• Improvement of our businesses in Spain
(Plasters and Pipes)
2013 EBITDA
Business margin
evolution
Reduction fixed
costs and staff
2014 EBITDA
-6-
NET INCOME ATTRIBUTABLE FOR 2014
AFFECTED BY VARIOUS ATYPICAL EFFECTS
In Million Euros
46.8
-35.1
-19.7
• Severances, nonrecurring expenses
and other
extraordinary costs
• Outcome for the year
coming from discontinued
operations (Roof-Tile
Division)
-52.7
-42.0
• Regularisation of tax
credits under new tax
rates in Spain and others
EBITDA
2014
• Minority and
others
-28.3
Depreciations Non operative Financial result Corporation tax Results of
costs
discontinued
operations
12.5
-118.4
Others
2014 Net
Income
Attributable
-7-
THE GROUP INCREASED ITS DEBT BY 54.5 M Eur IN 2014
In Million Euros
+54.5
365.0
9.2
Rest of
businessess
49.2
310.5
7.0
36.3
34.6
355.8
Insulation
business
2014 Free Cash Flow = EUR -5.3 Million
Initial debt 2014
Operational
free cash flow
CAPEX
Extraordinary
payments
Financial interests
and others
Debt close 2014
-8-
Content
• 2014 Results
• Recent evolution: 1Q 2014 results
• Divestment of the Insulation business
• Perspectives for 2015
• Change of company name
• Proposed resolutions
-9-
FIRST QUARTER 2015 RESULTS
In Million
Euros
Sales
International
Spain
EBITDA
Margin
Net Income
Attributable
1Q 2015
1Q 2014
Variation
130.3
127.9
+1.8%
99.2
31.1
100.4
27.5
-1.3%
+13.2%
9.1
9.3
-1.9%
7.0%
7.2%
-0.2 pp
-18.9
-16.0
-18.2%
• 1.8% increase in sales where in Spain they grew by
13.2%, going up for the fourth consecutive quarter and
confirming the change in trend which began in 2014,
and on the international markets they were adversely
affected by the devaluation of the Rouble against the
Euro. Without this effect, the comparable growth in this
area would have been 4%
• The EBITDA stood at 9.1 million euros, with an
improvement of business in Spain and decrease on the
European markets affected by currency devaluations.
• The higher finance expenses and the extraordinary
expenses affected the Net Income Attributable
Consolidation of growth in Spain, slow recovery of European markets and sharp
impact of the devaluation of the Russian Rouble
-10-
FALL IN SHARE PRICE IN 2014, AND RECOVERY IN THE 1ST
QUARTER OF 2015 WITH INCREASE IN VOLUME TRADED
Share Price
[Eur/share]
1,6
+6%
-17%
-27%
-50%
-34%
+118%
1,4
•
1,2
1,0
0,8
1.19
Start of
devaluation of
the Rouble
against Euro
•
12/31/2013
Close of sale of
Roof-Tile
Division to
Braas Monier
0,6
0.83
0,4
3/31/2015
0.55
0.38
0,2
6/18/2015
12/31/2014
0,0
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
2014
Mar
Apr
May Jun
2015
Volume
6.000.000
97.599
51.105
44.195
203.408
728.133
281-630
4.000.000
2.000.000
0
XX
= Quarterly Variation in Share Price
(to 18 Jun in the 2nd Quarter 2015)
xx
= Share price of Uralita
xx
= Average of daily volume by quarter
-11-
Content
• 2014 Results
• Recent evolution: 1Q 2014 results
• Divestment of the Insulation business
• Perspectives for 2015
• Change of company name
• Proposed resolutions
-12-
BACKGROUND
Apr’13
Financing agreement with international investment company
KKR for the Insulating Division through a loan for EUR 320 million
maturing in seven and eight years.
Subsequent syndication of the debt with other investment funds
2H’2014
Deterioration of central European markets and sharp
devaluation of the Rouble against the Euro
Dec’14
Start of conversations with KKR for restructuring the debt and
adapting it to the current context of the company
Mar-Apr’15
May’15
Drawing up Annual Accounts. Auditors opinion.
Agreement for restructuring the financial debt with KKR
-13-
DESCRIPTION OF THE OPERATION
• Agreement for restructuring the financial debt for
the Insulation division, signed between Uralita, KKR
and other funds on 13th May 2013
• By subscribing the capital increase, KKR will
gain control of Ursa Insulation Holding BV and
therefore of the Insulation division operating under
the trade name URSA, while Uralita conserves a
10% holding in that business.
• The operation affects one of the Group’s key assets
and has to be approved by the Shareholders
General Meeting of Uralita and subsequently by
the competition authorities
• Uralita will then be composed by the Gypsum
(Pladur and Algíss) and Pipe Systems (Adequa)
businesses, with no structural debt and a net
treasury position
Recent evolution of the Insulation business
In Million Euros
445.7
421.8
59.6
2012
406.7
45.1
2013
Sales
43.1
2014
EBITDA
-14-
THE DIVESTMENT OF THE INSULATION DIVISION WILL LEAVE A
HEALTHY AND SMALLER GROUP, WITH TWO LEADING BUSINESS
Situation at Dec 31st 2014
Total Group
Business
units
Group (without
Insulation)
Forecast 2015 (without Insulation)
3
2
2
EUR 528 Million
EUR 121 Million
EUR 135 Million
(22% Spain / 78% Int.)
(74% Spain / 26% Int.)
(70% Spain / 30% Int.)
EUR 47 Million
EUR 4 Million
EUR 10 Million
(9% on sales)
(3% on sales)
(8% on sales)
Workforce
2,287 pax
555 pax
540 pax
Debt
EUR 365 Million
EUR 9 Million
no debt
Sales
EBITDA
-15-
NEW GROUP STRUCTURE
Group
Gypsum
Pladur®
Pipe Systems
58%
Algíss®
Infrastructure / Irrigation
42%
Building

Leader on the Iberian market

Over 20 years experience
•
Experts in systems for collecting and channelling water

Over 30 years experience

•
Over 100 years as leaders in sustainable water management

International Presence
Adapting the business to current
demand levels
•
Suitable solutions and personalised service and attention
4 innovative facilities
•
Restructuring of the business completed

Future industrial site in Gelsa


Pladur® Laminated plasterboard

Manual Plasters

Pladur® FON+ acoustic ceilings

Projection Plasters

Sanecor® Adequa system

Pladur® galvanised steel frames

Finishing Plasters

Adequa® Drainage system

Paste for seals and accessories

Gypsum

Putties
%
Sewage and drainage:
Supply and distribution:

Uratop® adequa system

Adequa pressure system

Adequa® PVC drainage pipes and
accessories

Adequa AR® Soundproofed PVC
drainage pipes and accessories

Adequa® Floor drainage

Adequa® PVC guttering systems

Adequa® syphons
Distribution of estimated sales 2015
-16-
DURING THESE YEARS, OUR BUSINESSES HAVE BECOME MORE
INTERNATIONAL AND ADAPTED TO THE NEW MARKET SIZE
In Million Euros
Gypsum
Pipe
Systems
2007
2008
2009
2010
2011
2012
2013
2014
Sales
246.3
230.6
140.1
127.2
99.7
80.2
70.6
73.1
EBITDA
67.4
57.4
34.6
32.8
21.5
9.0
7.2
8.1
Sales
198.8
182.4
118.7
84.6
85.0
58.7
51.6
50.5
EBITDA
15.9
12.5
9.9
1.5
-4.3
-6.2
-0.8
0.0
+142%
% International
sales
Spanish
market
evolution(1)
Building
permits for
new
residential in
Spain
(thousands)
Public
tenders for
hydraulic
works
(M Eur)
(1)
Ministry of Public Works, SEOPAN
15%
14%
13%
11%
12%
19%
26%
26%
92
78
44
34
35
3,028
1,430
1,101
1,912
1,547
-95%
651
265
111
-77%
4,864
3,624
4.03
-17-
Content
• 2014 Results
• Recent evolution: 1Q 2014 results
• Divestment of the Insulation business
• Perspectives for 2015
• Change of company name
• Proposed resolutions
-18-
THE DIVESTMENT OF THE INSULATION DIVISION HAS
TRIGGGERED A SERIES OF RECENT ACTIONS
 Changes in the Board of Directors
 Reorganisation of corporative support functions
 Restructuring of the debt
 New company name
 … and the release of a new Strategic Plan 2015-18
-19-
NEW STRATEGIC PLAN TAKES PLACE WITHIN A CYCLE OF
RECOVERY IN SPAIN, WHERE BOTH BUSINESS DIVISIONS ARE
PREPARED FOR GROWING PROFITABLY
Growth
•
Change in construction trend in Spain
•
Management of share in different segments
•
International Development
•
Development of unique solutions
•
Industrial efficiency
•
Product quality
•
Optimisation of working capital.
•
Investment management
+
Strategic
Plan
Profitability
2015-18
+
Cash flow
management
-20-
THE FORECAST FOR THE CONSTRUCTION MARKET IN SPAIN IS
FAVOURABLE FOR THE COMING YEARS
% Annual Variation
(EUR)
Actual Evolution
Forecast
+30.0%
+14.6%
+1.7%
Building
permits for
new residential
(thousands)
44.2
2012
+25.0%
65.0
50.0
34.3
34.9
40.0
2013
2014
2015F
2016F
2017F
1.2%
4.6%
6.2%
2015F
2016F
2017F
9.0%
6.0%
6.0%
2015F
2016F
2017F
Total
Building(1)
-3.4%
(% Annual Var.
Euros)
-15.0%
-25.6%
2012
2013
2014
14.6%
Hydraulic civil
works
(% Annual Var.
Euros)
-13.2%
-39.6%
2012
(1) Includes
2013
newly residential and non-residential, and refurbishments
2014
Source: Euroconstruct June 15
-21-
FORECAST STRATEGIC PLAN 2015-2018(*)
(*)
2015F
2018F
Sales
EUR 135 Million
EUR 180 Million
EBITDA
EUR 10 Million
EUR 20 Million
In preparation
-22-
Content
• 2014 Results
• Recent evolution: 1Q 2014 results
• Divestment of the Insulation business
• Perspectives for 2015
• Change of company name
• Proposed resolutions
-23-
PROPOSAL FOR A NEW NAME FOR URALITA
• Beginning of a new phase
• Uralita is not a brand associated to products or services currently on offer
• Each business line has its own brand name with its own recognition
-24-
CORPORACION EMPRESARIAL
DE MATERIALES DE CONSTRUCCION
-25-
Content
• 2014 Results
• Recent evolution: 1Q 2014 results
• Divestment of the Insulation business
• Perspectives for 2015
• Change of company name
• Proposed resolutions
-26-
Proposed resolutions
1. Analysis and approval of the Annual Accounts for 2014
2. Appointment of an Auditor for 2015
3. Report on Board Remunerations
4. Remuneration to the Board for 2015
5. Divestment of Uralita S.A.’s holding in the Insulating Division
6. Modification of Articles of Association
7. Modification of Regulations for the Shareholders General Meeting
8. Ratification of Director appointed by cooptation
9. Authorisation for the purchase of own shares
10. Delegation of powers for formalising the resolutions adopted by the General Meeting
-27-
Thank you for your attention
-28-
DISCLAIMER
This document contains information prepared internally and coming from different sources as well as future
forecasts relative to the financial situation, results from operations, business and strategies of Uralita.
Those statements are based on a number of assumptions which ultimately might not be accurate, and are subject
to risk factors of a financial, commercial, market, regulatory or generally economic nature, on which only estimates
may be made.
Consequently, the analysts and investors should suitably assess the information provided. Uralita has no
obligation in respect of updating the information contained herein and its publication, whether resulting from the
appearance of new information, new events or for any other reason.
-29-
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