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RCR Investor Presentat ion Macquar ie Aus t ra l ia Confe rence
Managing Director & CEO: Paul Dalgleish
Chief Financial Officer: Andrew Walsh
1st May 2013
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• Highlights RCR Half Year Results FY13
• Proposed Acquisition of Norfolk (ASX: NFK)
• Business Structure Post Acquisition of Norfolk
• RCR Half Year Salients
• RCR Half Year Business Results
• Strategy and Outlook
Agenda F
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• Sales revenue up 17% to $388M
• Earnings Before Interest and Tax (EBIT) up 42% to $19.3M
• Net Profit After Tax (NPAT) up 83% to $16M
• Well balanced Order Book at $465M
• Net Cash of $53.5M and no debt
• Interim Dividend of 2.5 cents per share fully franked
• Operating Margins improved to 5.0%
• Earnings per share up 83% to 12.1 cents per share
• LTI Frequency Rate reduced to 0.32, on increased activity
Revenue Increased
17%
NPAT Increased
83%
EBIT Increased
42%
HY2013 High l igh ts F
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RCR Proposed Acqu is i t ion o f Nor fo lk F
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• RCR to acquire Norfolk by Scheme of Arrangement1
• Price of 48 cents per Norfolk share - total consideration of ~$78M
• RCR to assume Norfolk forecast debt $62M
• Equates to an Enterprise Value of ~$140M
• RCR’s own cash at bank and committed acquisition finance from a leading Australian bank
• Norfolk’s Board unanimous recommendation *
• Maui Capital (20% shareholder) will vote in favour * * Subject to no superior proposal and favourable independent expert report
• The transaction will be subject to Norfolk shareholder and Court approvals
and customary defeating conditions including: - market fall condition - regulatory requirements - no material adverse change
1 Full details are available in the Scheme Implementation Deed as announced to ASX on 12 April 2013
Nor fo lk Acqu is i t ion
Transaction Overview
Consideration
Funding
Other Conditions
Board and Major Shareholder Support
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S t ra teg ic Rat iona le
RCR will continue to deliver on strategy outlined in 2010
• Our clear objectives:
- Provide services direct to customers as prime contractor - Target larger project opportunities - Leverage IP-rich businesses into delivery of turnkey solutions
• Strong balance sheet gives capacity to target growth through acquisition
Specific initiatives for FY13 include:
• Target further large projects in Energy, Resources & Power
• Continue exploration for applications of our IP2C technology
• Expand mining equipment offering through Technology Partnerships
• Further grow Energy business in SE Asia
• Diversify revenue through technology-based infrastructure
Norfolk
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Nor fo lk Bus inesses
Founded 1908
FY12 turnover - $579M
Specialises in :-
• Design & installation of all electrical systems
• Railway signalling, traction & communications systems
• Power transmission
• Power generation / co-generation systems
• Process control and instrumentation systems
• High & low voltage distribution maintenance & upgrades
• Communications cabling & infrastructure maintenance
• Fibre optic installation & maintenance
Clients and Projects
• Transport for NSW – Novo Rail
• Transgrid Western Power
• Woodside, Chevron, Exxon Mobile
• BHPB, RIO, Fortescue
KiwiRail Mainline Electrification Upgrade Project Wellington Regional Rail System
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Nor fo lk Bus inesses
Established 1816 in England – first project in Australia – Sydney Opera House
FY12 turnover - $248M Specialises in :-
• Heating, Ventilation, Air Conditioning and Mechanical Services
• Design, lifecycle costing, engineering, installation commissioning and maintenance of sustainable energy solutions
• Asset management services
• Building Energy Monitoring and Controls System solutions
• Ecologically Sustainable Design (ESD) in HVAC and refrigeration
• 24/7 service
Clients and Projects
• Commercial, Health, Education, Government, Infrastructure, Resources, Industrial, Retail, Agribusiness and Transport Infrastructure
• Royal Darwin Hospital
• Fonterra
• Port Headland Regional Resource Centre
First Regional Australian Building with 6 Star Green Star Office Design v2 Rating
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Nor fo lk Bus inesses
Intelligent Facility Management
FY12 turnover - $74M Specialises in :-
• Integrated Facilities Management
- Project Management, Procurement, Capital Planning, Statutory Compliance
• Operations and Maintenance
- Electrical, Mechanical and Hydraulic Systems, Waste Management, Fire and Security Systems
• Support Services
- Occupancy Management, Payroll, Call Centre
Market sectors • Commercial Real Estate • Critical Environments • Custodial • Defence • Education • Government • Health • Hospitality • Industrial • Manufacturing • Resources • Retail
Resolve FM is Federal Safety Accredited
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• Annual Revenues in excess of $1.8 billion
• Balanced exposure to Infrastructure and Resources sectors
• Earnings accretive in FY14 and long term value accretive
• High degree of recurring revenue
• In excess of 5,000 employees with significant offices in all capital cities and major regional locations
• Balanced national business plus improved critical mass in New Zealand and Asia
• Post acquisition Net Debt of ~$80M and Debt to Equity ~35%.
Overv iew – Post Nor fo lk Transact ion F
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RCR Bus inesses
Engineering and construction for EI&C in resources and infrastructure projects.
Technology leader in power generation and energy plants.
Leader in mining equipment design and manufacture.
Key Activities: • Electrical maintenance,
construction and installation • Electrical, Instrumentation and
control systems • HV specialist • Manufactured electrical
product and systems (substations and switchboards; above and below ground)
Key Activities: • SMP construction • Underground Construction • Mechanical installation • Shutdowns • Dragline Maintenance • Maintenance • Heat treatment
Key Activities: • Power and energy plants
(HRSG, turbine, geothermal, biomass)
• Combined Cycle Power Plants • Packaged boilers • Conventional and renewable
fuels • Burners, heaters and
combustion systems • Servicing and maintenance • Laser cutting
Key Activities: • Materials handling equipment • Apron feeders, belt feeders • Radial Stackers • Belt Reelers, Dozer Traps • Mobile mining equipment • Off-site repair • Specialist manufacturing and
machining
Engineering and construction for SMP in mining and oil & gas projects.
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RCR Rev ised Bus iness St ruc ture
Power
RCR Resources RCR Mining
RCR Energy
• SMP construction • Underground Construction • Mechanical installation • Shutdowns • Materials handling equipment • Apron feeders, Belt feeders • Radial Stackers • Mobile mining equipment • Off-site repair
• Power and energy plants (HRSG, turbine, geothermal, biomass)
• Combined Cycle Power Plants • Packaged boilers • Conventional and renewable fuels • Burners, heaters and combustion
systems • Servicing and maintenance • Laser cutting
• Rail signalling and overhead wiring systems
• Power generation, transmission & distribution systems and generator maintenance
• High voltage cabling, switchboards and process control instrumentation
• installation and maintenance of mechanical engineering and air conditioning.
RCR Power Norfolk ODG Norfolk Haden Norfolk Resolve FM
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RCR HY13 F inanc ia l Per formance
Firetail Ore Processing Facility, under construction by RCR at the Solomon Mine. Image courtesy of Fortescue
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• EBITA margin improved to 5.5%
• EBIT margin meets minimum 5.0% target
• Effective tax rate at 21.8% includes R&D benefits from prior years
Earn ings
HY13 HY12
$M $M
Revenue 388.4 333.1
EBITDA 26.5 20.6
Depreciation (5.2) (5.0)
EBITA 21.3 5.5% 15.6 4.7%
Amortisation (2.0) (2.0)
EBIT 19.3 5.0% 13.6 4.1%
Finance income / (cost) 1.2 (1.1)
PBT per half year report 20.5 12.5
Tax (4.5) (3.7)
NPAT 16.0 8.8 4.9
10.3 13.5 19.3 9.6
15.8
22.7
-
20.0
40.0
FY10 FY11 FY12 FY13
1st Half / 2nd Half EBIT$M
265.8 300.0 333.1 388.4
279.8 307.2 475.6
-
500.0
1,000.0
FY10 FY11 FY12 FY13
1st Half / 2nd Half Revenue$M
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Cashf low
• Operating cashflow of $22.7M
• Working Capital includes expected reduction in contract advances
• Strong underlying cashflows from Earnings and maintenance of Working Capital improvements generated in past 2 years
• Capital investment includes completion of Welshpool development
(10.0)
10.0
30.0
50.0
70.0
90.0
Opening Net Cash
EBITDA Working Capital Mvt
Dividends Paid
Capex Other Closing Net Cash
$M
(60.0)
(40.0)
(20.0)
-
20.0
40.0
60.0
HY10 HY11 HY12 HY13
Net Cash / (Debt)
Cash Borrowings Net Cash / (Debt)
$M
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To ta l Shareho lder Returns (TSR)
• 209% increase since 1 June 2009
• Compound Annual Growth Rate (CAGR) from May 2009 in excess of 60% p.a.
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Rev iew o f Opera t ions
RCR Apron Feeder and Conveyor Shuttle
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RCR Min ing
Installation of RCR designed-and-built Belt Feeder at Fortescue’s Solomon Mine
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RCR Min ing Performance
• Revenue levels similar to last year
• Order intake marginally slower, new work now being booked
• Strong earnings at $7.3M and margin of 9.0% - Productivity improvements - Product mix through first half of the year
• Recent orders in excess of $30M - RIO, BHPB, Atlas Iron and overseas projects
Prospects and Outlook
• Current prospects remain solid for standard products
• In-Pit Crushing opportunities (IP2C) for tier 1 clients
• Opportunity to deliver more complete Mine Process Solutions - Through Technology Partnerships
• Recent awards of Off Site Repair work for Oil & Gas sector
19.9%
Revenue Contribution
7.9%
9.0%
HY12 HY13
EBIT - $M
6.37.3
HY12 HY13
Revenue - $M
80.4 80.7
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RCR Energy
Completed HRSGs installed at Condamine Power Station, Queensland
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RCR Energy Performance
• Sales increase following award of BHPB Yarnima Power Project
• Secured 4th order for Nestle - 10MW biomass fired boiler for UK
• Fonterra Darfield (NZ) • 45MW coal fired boiler
- Design and Procurement underway
• Completed major boiler overhauls - MacGen (Liddell Power Station) - Alinta (Port Augusta Power Station)
Prospects and Outlook
• Tendering several Closed Cycle Power Plants
• Continued opportunities for embedded power for the Resource industry
• Recurring upgrade and maintenance contracts with major Australian utilities
• HRSGs and Boilers for steam generation
• Biomass energy projects in Australia, Europe & Asia
HY12 HY13
Revenue - $M
87.193.9
3.6%
5.2%
HY12 HY13
EBIT - $M
3.2
4.9
23.2%
Revenue Contribution
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RCR Resources
Aerial view of the Firetail Ore Processing Facility, under construction by RCR at Fortescue’s Solomon Mine. Image courtesy of Fortescue
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RCR Resources Performance
• Sales increase of 19% to $188.3M mostly FMG Solomon
• Margin increased to $8.2M on increased revenue
• Extended work for Newcrest’s Cadia East, now over $160M
• Continued impact of slow coal sector
Prospects and Outlook
• Further organic growth opportunities in Iron Ore
• Well placed to deliver next phase of NSW Gold projects
• Opportunities in current ramp-up of LNG and CSG projects
• Significant coal projects gaining traction - Adani - Eagle Downs - Maules Creek
• Move toward EPC delivery of major Resources projects
HY12 HY13
Revenue - $M
158.3
188.3
4.1%
4.4%
HY12 HY13
EBIT - $M
6.6
8.2
46.3%
Revenue Contribution
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RCR Power
Electrical Infrastructure work carried out by RCR at Prominent Hill; and (inset) RCR’s purpose-built switchboard manufacturing facility
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RCR Power
Performance
• Increased activity driven by Solomon project - Currently circa 260 E&I staff working on the project (Feb 2013)
• Secured new contracts - BHPBIO Panel contractor for operations sustaining capital
projects for 3 Years - Siemens/Delta DCS upgrade at Mt Piper/Wallerawang
Prospects and Outlook
• Prospects include E&I and combined SMPE&I packages - Iron Ore projects (Roy Hill, Rio, Atlas) - Coal (Adani, Eagle Downs)
• RCR awarded BHPBIO Panel contractor status for sustaining capital projects
• Infrastructure opportunities - Transgrid for SVC substation replacement works - Energy Australia HV works
10.6%
Revenue Contribution
0.9%
4.9%
HY12 HY13
EBIT - $M
2.1
0.2
HY12 HY13
Revenue - $M
21.6
42.8
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Sus ta inab i l i ty
RCR employees following pre-start meeting at Firetail Ore Processing Facility, Solomon Mine
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Sa fe ty and Our Peop le
Performance
• LTIFR reduced by 24% to 0.32
• TRIFR reduced by 69% to 4.76
• 95% of RCR sites LTI free
• Leading Indicators - 230,000 stop & think actions completed; - More than 9,500 tool box & pre-start meetings held - Over 14,000 Unsafe Acts Preventions - Over 14,000 Job Safety Analyses conducted
Our People • 2,449 employees (Dec 2012)
- Current Solomon headcount over 900 on site
• 162 Apprentices and Trainees
• Continued focus on increased diversity of the workforce - Female workforce remained at 12% - Targeting minimum 10% Indigenous workforce on
Solomon
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S t ra tegy & Out look
RCR designed HRSG modules, arriving at Fremantle Port for transport to site at BHP Billiton’s Yarnima Power Station
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S t ra teg ic Rat iona le
RCR will continue to deliver on strategy outlined in 2010
• Our clear objectives:
- Provide services direct to customers as prime contractor - Target larger project opportunities - Leverage IP-rich businesses into delivery of turnkey
solutions • Strong balance sheet gives capacity to target growth through
acquisition
Specific initiatives for FY13 include:
• Target further large projects in Energy, Resources & Power
• Continue exploration for applications of our IP2C technology
• Expand mining equipment offering through Technology Partnerships
• Further grow Energy business in SE Asia
• Diversify revenue through technology-based infrastructure
Norfolk
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Impor tant Not ice
• This presentation and any oral presentation accompanying it has been prepared by RCR Tomlinson Ltd (“RCR “ or the “Company”). It should not be considered as an offer or invitation to subscribe for or purchase any securities in the Company or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in the Company will be entered into on the basis of this presentation.
• The material in this presentation includes a summary of the proposed acquisition of the Norfolk Group Limited (ASX: NFK) by RCR by scheme of arrangement (Scheme). Details of the proposed acquisition of Norfolk are set out in a Scheme Implementation Deed as released to the ASX on 12 April 2013. Further details about the scheme will be contained in a Scheme Booklet to be prepared by Norfolk which will be released in June 2013.
• This presentation provides information in summary form only and is not intended to be complete. It does not constitute an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any securities and the information contained in this presentation should not be relied upon by investors or potential investors in making an assessment of RCR, Norfolk or the Scheme or in assuming any liability or other obligation. Investors or potential investors in the securities of RCR or Norfolk should read the Scheme Implementation Deed dated 12 April 2013 and the Scheme Booklet to be released in due course for further information in respect of the Scheme, and should consider seeking independent advice before making any decisions in relation to the Scheme.
• Certain information concerning Norfolk, its business and financial information has been prepared by RCR using publicly available information (together Norfolk information) and none of Norfolk or its officers, employees, agents or advisors has independently verified any Norfolk information contained in this presentation.
• This presentation should also be read in conjunction with other publicly available material relating to RCR and Norfolk. Further information including historical results and a description of the activities of RCR and Norfolk is available on each company’s website. To the maximum extent permitted by law, neither RCR or its related bodies corporate, Directors, employees or agents, nor any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence, for any direct, indirect or consequential loss arising from the use of this presentation or its contents or otherwise in connection with it.
• This presentation contains forecasts and forward looking information. Such forecasts, projections and information are not a guarantee of future performance, involve unknown risks and uncertainties. Actual results and developments will almost certainly differ materially from those expressed or implied. RCR has not audited or investigated the accuracy or completeness of the information, statements and opinions contained in this presentation. Accordingly, to the maximum extent permitted by applicable laws, RCR makes no representation and can give no assurance, guarantee or warranty, express or implied, as to, and take no responsibility and assume no liability for, the authenticity, validity, accuracy, suitability or completeness of, or any errors in or omission, from any information, statement or opinion contained in this presentation.
• You should not act, or refrain from acting, in reliance on this presentation material. This overview of RCR does not purport to be all inclusive or to contain all information which its recipients may require in order to make an informed assessment of the Company’s prospects. You should conduct your own investigation and perform your own analysis in order to satisfy yourself as to the accuracy and completeness of the information, statements and opinions contained in this presentation before making any investment decision.
www.rc r tom.com.au
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