hrl holdings limited - asx · * precise consulting’s results from 1 july 2014 to 30 june 2015...
TRANSCRIPT
HRL Holdings LimitedFY15 Investor Presentation
August 2015
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Disclaimer
� Investment in HRL Holdings Limited (“HRL”) is subject to investment risk, including possible loss of income and capital invested. Neither HRL, nor any other member company of the HRL Group, nor any officer or employee guarantees any particular rate of return or performance, nor do they guarantee the repayment of capital.
� The presentation may contain forward-looking statements regarding the potential of the Company’s revenues, projects, interests and the development potential of the Company’s business. Any statement describing a goal, expectation, intention or belief of the Company is a forward-looking statement and should be considered an at-risk statement. Given these risks, readers are cautioned not to rely on forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements due to many important factors, risks and uncertainties including, without limitation, risk associated with product sales, development and manufacture, risks inherent in the business, future capital needs, general economic uncertainty and other risks detailed from time to time in the Company’s announcements to the ASX.
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Contents
� FY15 Results
� Proposed Acquisition
� Corporate Overview and History
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FY2015 Financial Results - Overview
� Successful acquisition of Octief (Sept 2014) and Precise (Apr 2015)
� Strong balance sheet with increase in net assets of $5,456,992 to closing balance of $6,223,208
� Cash position improved by $888,268
� Existing cash reserves and available loan facilities will be used to invest in expansion opportunities
� Results reflect ‘part year’ trading from multiple entities
� Revenues of amalgamated group for full trading year was $6,975,140
� Underlying profit of amalgamated group for full trading year was $807,391 profit after tax (11.6%)
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Successful integration of Precise
� Precise seamlessly integrated ahead of schedule, performing very well
� Expansion of branch into Wellington
� Originally planned for FY16, however brought forward to FY15 due to customer demand
� Profitable in first month of opening (and each subsequent month)
� Achieved IANZ branch accreditation in August, after financial year end
� Relocation of Christchurch facility to larger premises to allow for faster laboratory turnaround times for clients
� Planned expansion of service offering currently underway with tenders pending for contaminated land projects
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400,000
600,000
800,000
1,000,000
1,200,000
QTR 1 QTR 2 QTR 3 QTR 4
Qua
rterly Rev
enue
($NZD)
Precise Consulting Revenue by Quarter
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FY2015 Group Financial Results
Key Financial Outcomes� Underlying profit after tax of
$0.03M 1
� Statutory loss after income tax of $1.58M
� Revenues of $4.70M
� Net assets of $6.22M
� Working capital of $0.86M
� Undrawn debt facilities of $3.5M
Reconciliation of Underlying Profit to Statutory Results
FY2015 $AUD
Underlying profit after tax 29,690
After tax impact of non-underlying items
Acquisition related expenses (187,851)
Listing expense arising on deemed acquisition
(1,252,455)
Amortisation of intangible assets arising from acquisitions
(247,237)
Provision arising on estimate of Precise Earn-out
(39,725)
Initial recognition of tax losses 113,823
Statutory loss after income tax (1,583,755)
61 Underlying profit reflects statutory profit as adjusted to reflect the Directors’ assessment of the result for the ongoing business activities of the Group, in accordance with AICD/Finsia principles of recording underlying profit. Underlying profit has not been audited. Refer to Appendix A for further details of non-underlying items.
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FY2015 Segment Results
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Australia New Zealand Unallocated Consolidated Precise* Pro-forma
/Corporate HRL Group (July-March) Amalgamated*
Environmental revenue 3,263,735 1,405,874 - 4,669,609 2,305,531 6,975,140 Direct costs and labour (1,430,263) (378,666) - (1,808,929) (647,531) (2,456,460)
Gross profit 1,833,472 1,027,208 - 2,860,680 1,658,001 4,518,681 Gross Margin 56% 73% NA 61% 72% 65%
Interest revenue 30,100 30,100 8,083 38,183Administration and corporate expenses (881,855) (240,206) (284,683) (1,402,475) (402,218) (1,804,693)Employment and consultancy expenses (467,348) (281,982) (633,147) (1,382,477) (147,418) (1,529,894)Depreciation expense (59,626) (12,426) (8,100) (80,153) (36,307) (116,460)
Underlying profit/(loss) before tax 424,643 492,594 (895,830) 25,676 1,080,140 1,105,816Net pre-tax margin 13% 35% NA 1% 47% 16%
Income tax (127,393) (120,684) 252,091 4,014 (302,439) (298,425)
Underlying profit/(loss) after tax 424,643 376,179 (643,739) 29,690 777,701 807,391
Non-Underling Items
Acquisition related expenses - - (268,358) (268,358) - (268,358)Amortization of intangible assets arising from acquisitions (325,033) (27,381) - (352,413) - (352,413)Listing expense arising on deemed acquisition - - (1,252,455) (1,252,455) - (1,252,455)Provision arising on estimate of Precise Earn-out - (51,650) - (51,650) - (51,650)
Income tax on non-operating items 97,510 22,128 191,793 311,431 - 311,431
Statutory profit/(loss) after tax 69,727 319,278 (1,972,759) (1,583,755) 777,701 (806,054)
* Precise Consulting’s results from 1 July 2014 to 30 June 2015 have been included to demonstrate the impact on the HRL Group if Precise Consulting had been owned for the full financial year. Precise Consulting was acquired by HRL on 1 April 2015.
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FY2015 Segment Revenues
New Zealand
� Precise Consulting has shown consistent revenue growth throughout the year averaging 11% growth each quarter.
� Precise Consulting revenue should continue to grow in FY2016 with the addition of a new facility in Wellington.
� OCTIEF NZ commenced trading in October 2014 securing a 2 month contract with the University of Canterbury.
� OCTIEF NZ was awarded a contract with Chorus Limited in May 2015 to audit over 800 assets. This contract is expected to continue until at least the end of 2015.
Australia
� Subdued trading conditions experienced as the mining and energy sectors began to slow.
� Quarters 2 and 3 were particularly slow as the QLD Government delayed traditional public sector works.
� Quarter 4 saw revenue begin to improve as public sector works began to pick up.
� Renewed focus has been placed on winning new contracts outside of the historical customer and geographic base.
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New Zealand Revenue by Quarter
PreciseConsulting *
OCTIEF NZ
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QTR 1 QTR 2 QTR 3 QTR 4Quart
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Revenue (
$A
UD
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Australia Revenue by Quarter
* Precise Consulting was acquired by HRL on 1 April 2015
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Corporate Overview
Key Items:
� Share Price (28 August): $0.07
� Shares on issue: 154.6 million
� Market Capitalisation: $10.8M
� Cash holdings (30 June) $0.9M
� Undrawn and available loan facilities$3.5M
� Current debt $0.1M
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12 Month Trading History
13:1 share consolidation
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Shareholder Composition
Board and Management
44%
Institutional Investors
10%
Retail Investors
46%
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Top 20 Shareholders:1. TULLA PROPERTY PARTNERS PTY LTD
2. J P MORGAN NOMINEES AUSTRALIA LIMITED
3. DARREN ANDERSON & JULIE ANDERSON
4. ANDERSON PROPERTY HOLDINGS PTY LTD
5. GREG ANDERSON & NANCY ANDERSON
6. CRAIG ANDERSON & AMANDA ANDERSON
7. COWLEY SUPER PTY LTD
8. ELLIOTT NOMINEES P/L
9. ESTANZA PTY LTD
10. MR JONATHAN PAUL KERSHAW MARSHALL
11. MS AMANDA JANE ALIDENES
12. POKTON PTY LIMITED
13. MR ALEXANDER JAMES WHITE
14. HOT PROPERTY REALTY MACKAY PTY LTD
15. MR NICHOLAS DERMOTT MCDONALD
16. H K PRICE PTY LTD
17. MR LESLIE JOHN BUNT
18. MR JOHN COOPER TAYLOR & MRS SHARON MAREE TAYLOR
19. LORRAINE JEAN ZILLMAN
20. LOCANTRO SPECULATIVE INVESTMENTS PTY LTD
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Board of Director Details
Kevin Maloney (Chairman)
� Extensive career in banking, finance and resources
� Founder and former Executive Chairman of The MAC Services Group - sold in 2010 for $651M
� Has held numerous executive and board positions across a number of public companies
� Current Chairman of Altona Mining Limited
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Mark Elliott (Non-Executive Director)
� Geologist with 40 years experience in project development and exploration
� Extensive experience in managing companies and exploration/mining operations in a wide range of commodities including energy
� Non-Executive Director of Nexus Minerals
Darren Anderson (Executive Director)
� Former Executive Director and COO of Diversified Mining Services Limited ($200M revenue and 850+ staff)
� Founder and former Managing Director of the Anderson Group of companies that service the domestic and international coal industry (300+ staff and 12 operating divisions)
� Current Executive Director of HRL
John Taylor (Non-Executive Director)
� Senior Counsellor of the Queensland law Society with over 30 years’ experience in commercial and property litigation
� Founding partner of Taylors Solicitors, Mackay.
� Former Director of The MAC Services Group and former Chair of the Mackay Port Authority
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HRL Corporate History
ASX listing in 2007 as a geothermal
company
Restructured in mid 2014 due to
financing and legislative
difficulties facing the sector.
Acquired environmental consulting and
laboratory business OCTIEF in
September 2014
Acquired NZ based environmental consulting and
laboratory business Precise Consulting
in April 2015
Proposed acquisition environmental consulting and
laboratory business AAC Environmental in September 2015
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The HRL Group – Environmental Services
� Asbestos and hazardous materials management
� Industrial hygiene
� Building and contaminated land assessment
� Soil and ground water sampling
� Dust monitoring
� Specialised NATA/IANZ laboratory analysis
� On-site testing and monitoring
� Training
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The HRL Group – Key Clients
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The HRL Group – Laboratory Facilities
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� Five operating laboratories across Australia and New Zealand
� New expansion into Canberra –Australia’s largest asbestos project currently underway
� Other expansion opportunities are being assessed
Brisbane – Canberra – Darwin – Christchurch - Wellington
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Revenue Cycle and Sources (Hazardous Materials)
Onsite audit by Qualified Staff
Analysis of Samples Collected in Accredited Laboratory
Report and advise on management
plan
Onsite monitoring and clearances
during remediation
Recurring revenue through annual or
ongoing re-inspections
Revenue Streams:
� Audit – onsite labour
� Laboratory analysis – charge per sample
� Report – fees for management plans
� Clearances – onsite labour and analysis of samples
� Recurring revenue – re-audits and management of registers
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Market Opportunities
Australia� Acquisition of AAC (Canberra) gives
immediate access to the federal government backed Mr Fluffy demolition and remediation program
� New laboratory equipment for lead and heavy metal analysis
� Expansion of contaminated land and water testing services throughout the ACT and central NSW regions via the AAC branch
� Expanded geographic footprint enables “load balancing” of analysis between laboratories
New Zealand� New legislation takes effect 4 April 2016 which
will bring NZ WH&S standards in line with Australia. HRL have been involved in the drafting of the bill and advising government on standards. HRL have a “first mover advantage”
� HRL is actively bidding on major national contracts
� Target branch expansion for second half of FY16 to increase customer service through the top of the north island.
� HRL has installed additional capacity in Christchurch and Wellington in preparation of increased workload throughout FY16. Competitors have not made the same investments.
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Summary
� Geographic expansion targeted for $1bn ACT Mr Fluffy loose-fill asbestos insulation demolition program
� New Zealand expansion well underway – new service offerings and geographic expansion.
� The Christchurch rebuild has created strong demand for the services Precise Consulting and OCTIEF provide.
� The merged group will allow the sharing of resources across countries to maximise revenue and profits.
� Cash holdings and banking facilities available to pursue further expansion and acquisition opportunities.
� The capital restructure and relisting process has given HRL maximum flexibility going forward to pursue new growth opportunities.
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Contacts and More Information
HRL Holdings
� Darren Anderson, Executive Director
� 0417 791 903
� Steven Dabelstein, CEO
� 0405 770 166
www.hrlholdings.com
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Appendix A – Details on non-underlying profit adjustments
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Adjustment Description
Acquisition related expenses
Acquisition related expenses relate to:
1. Third party supplier costs that related to the merger with OCTIEF Pty Ltd on 15 September 2014.
2. Third party supplier costs that related to the acquisition of Precise Consulting and Laboratory Limited on 1April 2015.
Amortisation of intangible assets arising from
acquisitions
The excess purchase price over the value of the tangible assets acquired during the Octief Consulting &Laboratory Services Pty Ltd acquisition in June 2013 and the Precise Consulting and Laboratory Limited in April2015 has been allocated against specific identifiable intangible assets.
These intangible assets are being amortised over a 2 – 3 year period.
Provision arising on estimate of Precise Earn-out
The vendors of Precise Consulting have the opportunity to receive and earn-out payment if certain profit targetsare met for the year ended 31 December 2015. Payment of the earn-out consideration is contingent on Mr AndreHalkyard’s ongoing service with Precise Consulting, with the earn-out reduced proportionally if Mr Halkyard’semployment is terminated prior to the minimum three year service period.
HRL estimates that Precise Consulting will exceed an EBIT of $1,900,000 NZD for the 12 months ended 31December 2015, resulting in an estimated earn-out of $700,000 NZD.
As at 30 June 2015, Mr Andre Halkyard had performed 3 months of the 36 month service period (8.33%).Accordingly an amount of $51,650 (being 8.33% of $700,000 NZD [$51,650 AUD]) has been recognised instatement of comprehensive income.
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Appendix A – Details on non-underlying profit adjustments
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Adjustment Description
Listing expense arising on deemed acquisition
The merger with OCTIEF Pty Ltd resulted in OCTIEF Pty Ltd shareholders holding a controlling interest in HRLafter the transaction. This transaction has been accounted for as a continuation of the financial statements ofOCTIEF Pty Ltd together with a deemed issue of shares. The deemed issue of shares is, in effect, a share-basedpayment transaction whereby OCTIEF Pty Ltd is deemed to have received the net assets of HRL, together withthe listing status of HRL.
The cost of the acquisition, and amount recognised as contributed equity to affect the transaction, is based on thedeemed number of shares that OCTIEF would have needed to issue to give the shareholders of HRL the sameshareholding percentage in the Combined Entity that results from the transaction.
OCTIEF is deemed to have issued shares in exchange for the net assets of HRL together with the listing status ofHRL. The listing status does not qualify for recognition as an intangible asset and the relevant cost has thereforebeen expensed as a listing expense.
The fair value of the deemed number of shares that OCTIEF would have needed to issue is estimated to be$2,899,715.The fair value of HRL’s net assets at acquisition date was $1,647,260. Deducting this from the deemedconsideration results in a listing expense of $1,252,455.
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