Professional Documents
Culture Documents
Investor Presentation (December 2016)
Investor Presentation (December 2016)
December 2016
1
Disclaimer
Important information
This document and any information provided at this presentation is being made available on a strictly confidential basis, and all material contained herein and information presented, including any proposed terms and conditions, are for discussion purposes only.
This document has been prepared by representatives of RenoNorden ASA (the "Company" or "RenoNorden", and taken together with its consolidated subsidiaries, the "Group") for use in presentations by the Company in connection to the rights issue (the "Rights Issue") solely for information
purposes and this document and the information contained herein may not be disclosed, taken away, reproduced, redistributed, copied or passed on, directly or indirectly, to any other person or published or used in whole or in part, for any purpose. Neither this document nor any information
provided at this presentation constitute a recommendation regarding any securities of the Company. By accepting to attend this presentation and receive this information, the attendee and recipient agrees that it will not distribute, disclose or provide any information or material discussed at this
presentation to any other person. Furthermore, by attending this presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming
your own view of the potential future performance of the businesses of the Company. This presentation must be read in conjunction with the Financial Information and the disclosures therein.
No representation, warranty, or undertaking, express or implied, is made by the Company, its affiliates or representatives, or Carnegie AS ("Carnegie") (acting as Sole Manager and Bookrunner) (the "Manager") as to, and no reliance should be placed on, the fairness, accuracy, completeness
or correctness of the information or the opinions contained herein, for any purpose whatsoever. Neither the Company, the Manager nor any of its advisors or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from
any use of this document or its contents or otherwise arising in connection with the presentation for which this document is used. All information in this document is subject to updating, revision, verification, correction, completion, amendment and may change materially and without notice. In
giving this presentation, none of the Company, the Manager or its respective affiliates or agents undertake any obligation to provide the recipient with access to any additional information or to update this document or any information or to correct any inaccuracies in any such information. The
information contained in this document should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date of the document.
Matters discussed in this document and any materials distributed in connection with this presentation may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believes", "expects",
"anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect the Companys beliefs, intentions and current expectations concerning, among other things, the Groups results of operations, financial condition, liquidity,
prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, trends, outlook and growth prospects; future plans, events or performance and potential for future growth; liquidity, capital resources, order reserve and capital
expenditures; economic outlook and industry trends; developments of the Groups markets; the impact of regulatory initiatives; and the competitive strength of the Group and the Groups competitors. Forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. The forward-looking statements in this presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, managements examination of historical
operating trends, data contained in the Groups records and other data available from third parties. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties,
contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of
operations, financial condition and liquidity of the Group or the industry to differ materially from those results expressed or implied in this presentation by such forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or
that any forecast result will be achieved and you are cautioned not to place any undue influence on any forward-looking statement. Please see risk factors included in the following pages of the Presentation.
This document and the information contained herein does not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation or invitation of any offer to subscribe for or purchase any securities of the Company and neither this document nor
anything contained herein shall form the basis of, or be relied on in connection with, any offer or commitment whatsoever. Any decision to purchase shares in the Rights Issue should be made solely on the basis of the information contained in the prospectus published by the Company in final
form in relation to the Rights Issue.
This document and the information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to persons in the United States (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")).
The securities proposed to be offered have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. Any failure to comply with this restriction may
constitute a violation of United States securities laws.
By reviewing this document, you are deemed to have represented and agreed that you and any persons you represent are either (a) qualified institutional buyers ("QIBs") (within the meaning of Rule 144A under the Securities Act), or (b) are located outside of the United States. This document
is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" as defined in the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this document is being provided only to, and is
directed only at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together as amended being referred to as "Relevant Persons"). This document must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area
other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to Relevant Persons or Qualified Investors or will be engaged in only with Relevant Persons or Qualified Investors.
Neither this document nor any copy of it may be taken, released, published, transmitted or distributed, directly or indirectly, in or into the United States. Any failure to comply with this restriction may constitute a violation of United States Securities laws. This document is also not for publication,
release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this document comes should inform themselves about and observe
any such relevant laws. No money, securities or other consideration is being solicited, and, if sent in response to this presentation or the information contained in this document, will not be accepted.
The Manager is acting only for the Company and will not be responsible to anyone other than the Company for providing the protections afforded to clients of such Manager or for providing advice in relation to any potential offering of securities of the Company.
This document is being delivered in connection with a proposed meeting with the Company and no copy of the document will be left behind after this meeting. By attending the meeting where this presentation is made, or by accepting delivery of, or by accessing, this document you agree to the
terms contained herein and to be bound by the foregoing limitations and to maintain absolute confidentiality regarding the information contained in this document.
Risk factors
Risks related to the business of the Group and the industry in which the Group operates (cont.)
The Group operates in a highly competitive industry which is reflected in pricing pressure for the market
participants and there is no guarantee that the Group can renew, or renew at favourable terms or win
contracts in the future
The Groups risk management procedures may fail to identify or anticipate future risks
The Group is dependent upon its key personnel and its local managers
General economic and other factors can affect the Groups revenues and profitability
Substantially all of the Groups employees are parties to collective bargaining agreements and trade unions
The Group may be adversely affected by exposure under current, as well as future, inflexible, long-term
contracts with fixed unit prices
Changes in the prices of diesel fuel and liquefied natural gas (LNG) may affect the Groups profitability
Tender processes for municipal waste collection contracts are highly regulated, rigid and transparent
The Group may lose contracts by early termination or lack of contract extensions by its customers in their
sole discretion
The presence of a Nordic black market for the waste collection industry may have a material adverse effect
on the Groups revenues
The Group may experience impairment of goodwill due to difficult market conditions.
Exchange rate fluctuations may affect the Groups results of operations, financial position and future
prospects
The Group can provide no assurance that the Group's order reserve will be ultimately realised
Changes in rules related to accounting for income taxes, changes in tax laws in any of the jurisdictions in
which the Group operates or adverse outcomes from audits by taxation authorities could result in an
unfavourable change in its effective tax rate
A loss of a tax dispute or a successful tax challenge to the Groups operating structure or to the Groups tax
payments, among other things could result in a higher tax rate on the Groups earnings, which could result in
a significant negative impact on its earnings and cash flows from operations
Certain of the Groups agreements and instruments are subject to change of control or similar provisions
The Group is subject to strict environmental and occupational health and safety laws and regulations
New environmental and technological standards and requirements may require the Group to replace its
vehicles earlier than originally estimated, and/or before the end of its useful lifetime
Failure of the Groups logistics and route planning and other IT systems could adversely affect the Groups
revenues and profitability
The Group may not be successful in implementing its strategies in the future or be successful in its initiated
operational improvements
The Group may not obtain the financing it requires in the future and there is a risk of higher financing costs
related to future debt refinancing
The Group can provide no assurance that it will be able to achieve and manage growth
The Groups business is subject to health and safety risks, including the risk of personal injury to employees
and others
The Company operates as a holding company and depend on its subsidiaries for cash to satisfy its
obligations and to pay dividends
The Groups current and future debt levels could have important consequences to the Group
The Group may from time to time be involved in litigation matters and disputes
The Group is exposed to risks and liabilities that may not be adequately covered by insurance
Interest rate fluctuations could affect the Group's cash flow and financial condition in addition to the price of
the Shares
Risk factors
The price of the Shares could fluctuate significantly, which could cause investors to lose a significant part of
their investment
Existing Shareholders who do not participate in the Rights Issue may experience significant dilution in their
shareholding
Future issuances of Shares or other securities could dilute the holdings of shareholders and could materially
affect the price of the Shares
An active trading market in Subscription Rights may not develop on the Oslo Stock Exchange and/or the
market value of the Subscription Rights may fluctuate
Future sales, or the possibility for future sales of substantial numbers of Shares may affect the Shares'
market price
The sale of Subscription Rights by or on behalf of Existing Shareholders may result in a reduction in the
market price of the Subscription Rights and increased volatility in the Shares
Pre-emptive rights to secure and pay for Shares in additional issuance could be unavailable to U.S. or other
shareholders
If the Rights Issue is withdrawn, the Subscription Rights will no longer be of value
Investors could be unable to exercise their voting rights for Shares registered in a nominee account.
The transfer of Shares is subject to restrictions under the securities laws of the United States and other
jurisdictions
The Companys ability to pay dividends is dependent on the availability of distributable reserves and the
Company may be unable or unwilling to pay any dividends in the future
Investors could be unable to recover losses in civil proceedings in jurisdictions other than Norway
Norwegian law could limit shareholders ability to bring an action against the Company
The transfer of Shares and Subscription Rights is subject to restrictions under the securities laws of the
United States and other jurisdictions
Exchange rate fluctuations could adversely affect the value of the Shares and any dividends paid on the
Shares for an investor whose principal currency is not NOK
Lack of liquidity in the Company's Shares may increase price fluctuations of the share price, and make it
difficult for individual shareholders to sell their shares
Agenda
1
Introduction to RenoNorden
3
Market overview
Business model
Financial highlights
Outlook
5
Introduction
Following already announced operational issues in recent quarters, in combination with increased competition and price pressure observed in the
market, the Board of Directors and the new management of RenoNorden has taken significant measures to improve the operations of the company
Cost reduction and efficiency programs initiated across all business units and departments
Truck delivery issues in Denmark solved, and procurement function improved with more stringent routines and extended management
involvement.
Successful start-up of new customer contracts demonstrated, but at somewhat higher cost than expected.
Although significant improvement measures have been taken, the operational issues continue to put pressure on the balance sheet and covenants
Continued compliance with the NIBD/EBITDA covenant will be challenging over the coming quarters unless a share capital increase is
conducted. A covenant breach is expected to result in a significant increase in financing cost and disruption of management focus on operational
improvements
In addition, the company faces issues related to potential impairments, write downs and changed depreciation schedule
Goodwill in Norway and Denmark has been put under further pressure and an impairment would be required mainly to reflect a higher WACC
Write downs of certain older vehicles groups due to changes in technological requirements in contracts to reflect expected recoverable amount
Reduced depreciation period for vehicles due to changed technological requirements reducing the useful life from 12 to 10 years
The Board of Directors has decided to propose a NOK 350m rights issue to strengthen the companys balance sheet and refinancing flexibility, as
well as to provide a better platform for the business going forward
6
Tender processes
Cost base
Renegotiated agreement
Issue
Measures / Solution
Standardized process
Development in covenants
EBITDA
NOK million
95
1 043
5.00x
87
75
62
NIBD
1 067
5.00x
1 062
5.00x
NIBD/EBITDA1
1 095
5.00x
1 044
5.00x
1 242
1 237
5.00x
5.00x
4.70x
63
59
NIBD/EBITDA1 Covenant
4.85x
46
15%
17%
20%
13%
11%
13%
16%
3.80x
3.90x
3.70x
3.76x
3.80x
Q1 2015
414.8
Q2 2015
442.1
Q3 2015
Q4 2015
Q1 2016
Revenue (NOKm)
481.3
470.1
436.2
Q2 2016
498.5
Q3 2016
528.6
Decrease in YTD 2016 EBITDA driven by expired high margin contracts, continued operational
challenges related to new contracts and investments into strengthening the organization
The Company expects revenue in Q4 2016 slightly below the level of Q4 2015 and a weaker
seasonal development in EBITDA margin in Q4 2016 compared to the previous year, and total
capex in Q4 2016 slightly above the level in Q3 2016
Q1 2015
31.8 %
Q2 2015
30.1 %
Q3 2015
Q4 2015
Q1 2016
Q2 2016
Q3 2016
20.4 %
21.1 %
Increase in NIBD / EBITDA from Q1 to Q2 2016 of 0.9x mainly driven by new investments and
decreased EBITDA
Continued compliance with the NIBD/EBITDA covenant will be challenging over the coming
quarters unless a share capital increase is conducted due to new investments and lower than
expected EBITDA. A covenant breach would likely trigger substantially higher financing costs
Equity ratio decrease in Q2 2016 is related to NOK 159.0 million in provisions for loss making
contracts in Denmark and Norway, where the latter has also resulted in a goodwill impairment of
NOK 90.9 million in Norway
1) EBITDA is based on LTM EBITDA in addition to annualized EBITDA contribution from capex investments
Issue
1
Description
Goodwill in Norway and Denmark has been put under further pressure
An impairment of goodwill in Norway and Denmark would be required mainly to reflect a
higher WACC
3
Increased annual
depreciation going
forward
Changed technological requirements reduce the useful life for the vehicles and increase
depreciation correspondingly going forward
Estimated effect
Total combined write downs,
impairments and increased
depreciation of NOK 242 million1, of
which NOK 23 million relates to the
effect of shortened depreciation
periods for the vehicles in 2016
affecting Q2 to Q3 financials.
Going forward, the effect of increased
depreciations is expected to be
approximately NOK 6 to 8 million in Q4
2016, while in 2017 and over the next
10 years, the total effect is expected to
be approximately NOK 50 million, of
which approximately NOK 15 million
will be effective in 2017 and thereafter
deceasing.
1.38x
3.47x
NIBD/EBITDA
LTM Q3 2016
Rights issue
Illustrative
NIBD/EBITDA LTM Q3
2016 post-rights issue
B3
Effect of rights issue on equity
ratio post impairments and
write downs (illustrative pro
forma as of Q3 2016 pre
restatement of interim financial
statements)
1) Based on LTM EBITDA as per Q3 2016 including annualized EBITDA from capex investments
2) Based on preliminary assessment. Approximately NOK 23m relates to the effect of shortened depreciation periods for the vehicles in 2016 affecting Q2 to Q3 financials
3) Preliminary illustration based on the interim financial statements pre restatement
~ 25%
21.1%
~ 13 %
~ 9%
Equity ratio
Q3 2016
Impairment/
write downs
Rights issue
Illustrative Q3
2016 Equity ratio
post-rights issue
10
New depreciation schedule for certain vehicle groups reflecting changed technological requirements
No dividend to be expected for financial year 2016 Board to revert on dividend policy going forward
11
Agenda
1
Introduction to RenoNorden
3
Market overview
Business model
Financial highlights
Outlook
12
Introduction to RenoNorden
The market leading provider of waste collection services operating across the Nordic
region
Diversified and scalable business providing essential services underpinned by EU
and national legislation
NOK million
415
442
481
470
436
499
529
Finland
14%
15%
15%
16%
17%
15%
15%
Sweden
21%
21%
21%
21%
22%
24%
23%
Denmark
29%
29%
31%
33%
30%
31%
33%
Norway
36%
36%
33%
30%
31%
30%
29%
Market position
Country
Group HQ
Country HQ
Branches
Market
position2
No 1
Market
share
No 1
Market
share
No 1
Market
share
No 2
Market
share
Employees
550
486
732
Vehicles
352
257
305
Branches
25
17
NOK million
Finland
68
8%
81
10%
Sweden
19%
22%
Denmark
15%
14%
99
68
12%
14%
53
10%
26%
19%
22%
17%
19%
15%
46%
49%
53%
74
90
13%
15%
28%
21%
13%
20%
46%
43%
23
Norway
240
101
10
2,008
1,0153
75
58%
54%
13
Introduction to RenoNorden
Acquisitions1
HFT Environment
RenoNorden becomes
a true Nordic player by
acquiring the 3rd largest
operator in Finland
Organic growth
Further
strengthening Danish
position by acquiring
Nord-Ren A/S
Company
established
Geographic
al expansion
in Denmark
and Sweden
1 491
1 177
1 268
1 024
Wins first
contract in
Kongsberg
2000
1 934
1 808
Sweden
Geographical
expansion by
winning 1st contract
in Sweden
715
40
2001
2002
197
227
109
153
257
2003
2004
2005
2006
2007
314
2008
416
2009
2010
2011
2012
2013
2014
2015
LTM Q3
2016
1) First-year revenues from acquisitions. Organic growth calculated by deducting accumulated first-year revenues from consolidated revenues (source: Company) 2000-2011 are NGAAP figures. 2000-2001: RenoNorge AS; 2002-2004: RenoNorge AS; 2005-07: RenoNorden AS
predecessor group; 2008-2010: RenoNorden Holding AS predecessor group; 2011: RenoNorden Holding AS predecessor group; 2012-13: existing Group, converted to IFRS
14
Introduction to RenoNorden
Andreas Westin
1 year in RenoNorden
3 years in RenoNorden
Peter Ekholm
Torben Lindholm
Jukka Koivisto
Country manager
Sweden
Country manager
Denmark
Country manager
Finland
3 years in RenoNorden
Previously MD in road
maintenance, operations and
construction industry for 8
years in subsidiaries of Mesta
AS
10 years of logistics
experience at Schenker
Logistics
Introduction to RenoNorden
Investment highlights
Waste collection is an essential service largely provided and paid for by the public sector
RenoNorden operates in stable and growing economies where population growth are driving waste volumes
Transparent tendering processes and long-term contracts provide strong revenue visibility
Long-term trend of increased outsourcing Sweden and Norway represent the largest potential
RenoNorden is the only pan-Nordic player with #1 market positions in Norway, Sweden and Denmark and a #2 position in
Finland within household waste collection1
A niche focus enables a lean organization decentralized structure with local responsibilities and incentives
Tendering and route planning competence ensures competitive and profitable bids
Strong purchasing power against key suppliers provides a cost advantage
High revenue visibility with diversified portfolio of contracts with municipal counterparties and contract backlog of NOK 7.5bn
including extension options2
Significant measures to improve operational performance initiated
Investments only made in response to contract wins trucks usually 100% lease financed enabling net cash positive contracts
from year one
1) RenoNorden not present on Iceland. Source: Market data commissioned from PwC. Market shares on the basis of population served. Household, municipal contracts only, excluding in Finland which include commercial contracts. Due to limited transparency on the Finnish market, this
view is predicated upon Management information and Expert interviews only.
2) Please refer to page 29 for further details and assumptions on the contract backlog
16
Agenda
1
Introduction to RenoNorden
3
Market overview
Business model
Financial highlights
Outlook
17
Market overview
High
Reuse
Priority
The EU waste directive entails the European states to set goals and priorities actions for waste
handling and treatment
The Nordic countries are early adaptors with national legislation enhancing the requirements
throughout the waste value chain
This leads to more complex waste collection contracts with higher requirements and a higher
number of fractions
EU public procurement legislation ensures transparent tender processes for services with a total
value above EUR 209k
Recover (energy)
Dispose
30%
23%
25%
21%
13%
14%
Low
5%
Norway
Denmark1
Finland
2010
Sweden
2015
18
Market overview
2019e
2018e
2017e
2016e
2015
2014
2013
2012
2011
2010
2009
2019e
2018e
2017e
2016e
2015
2014
2013
2012
2011
2010
2008
Population (millions)
2009
10.5
2008
2018e
2017e
2016e
2015
2014
2013
2012
2011
2010
2009
10.3
9.9 10.0 10.1
9.6 9.6 9.7
9.5
9.4
9.3
9.3
9.2
2007
Population (millions)
2008
2019e
2018e
2017e
2016e
2015
2014
2013
2012
2011
2010
2009
2008
2007
5.4
5.3 5.3
5.2 5.2
5.1
5.1
4.9 5.0
4.8 4.9
4.7 4.7
2007
Population (millions)
Denmark
2007
Sweden
2019e
Norway
Stockholm
Copenhagen
Oslo
Helsinki
19
Market overview
Million tonnes
12.1
2.5
3.3
12.4
2.7
3.2
NOK billions
12.5
12.6
2.7
2.7
3.2
3.2
12.7
2.6
3.3
13.0
2.7
3.3
13.2
2.7
13.4
2.7
13.6
13.8
2.7
2.8
CAGR +3%
7.2
6.8
3.4
3.5
1.4
3.6
3.6
2.1
4.4
4.4
4.5
4.7
7.5
4.8
4.8
4.2
2.1
2.2
2.2
2.3
2.3
2.3
2.3
2.3
2.4
2010
2011
2012
2013
2014
2015
2016e
2017e
2018e
2.1
1.7
8.9
8.0
8.2
1.9
1.7
1.8
1.9
2.0
1.8
2.2
2.2
2.3
2.2
7.9
2.1
2.1
2.1
2.1
2.2
2.2
2.3
2.4
2.5
2.6
5.0
4.9
4.4
1.6
1.7
7.7
8.7
8.4
1.9
2.0
2.1
2.1
2.4
1.4
1.5
1.6
1.8
1.9
1.9
1.9
2.0
2.0
2.1
2019e
2010
2011
2012
2013
2014
2015
2016e
2017e
2018e
2019e
Finland
Denmark
Sweden
Norway
Market value outgrows market volume due to increased contract complexity and pay-per bin structure
1) Market estimate assumes constant 2016 exchange rate of DKK/NOK 1.22, SEK/NOK 0.93 and EUR/NOK 9.08 {27 November 2016)
Source: Management information and PwC analysis
20
Market overview
~ NOK 8.2bn
Norway
Sweden
~ NOK1.8bn
~ NOK 2.2bn
Denmark
Finland1
~ NOK 2.3bn
~ NOK 1.9bn
In-house 6%
In-house
20%
In-house
32%
In-house
In-house
33%
In-house
In-house
Other
Local 13%
Marius Pedersen3
5%
Other
4%
Retur
VeiReno
VeiReno 4%
23%
Other
56%
Other
27%
Other
18%
Other
14%
Meldgaard
Meldgaard
Other
Sihvari
8%
15%
Suez
17%
Norsk
NorskGjenvinning
Gjenvinning
Renova5%
Renova
Ragn10%
Sells Ragn-Sells
RenoNorden
RenoNorden
24%
~30% of outsourced
market
1) Household, municipal contracts only, excluding Finland which include commercial contract.
2) November 2016 Market shares based on population served
3) Marius Pedersen acquired Miljteam January 1, 2016
Source: Management Information, RenoNorden database and PwC analysis
37%
~55% of outsourced
market
RenoNorden
SITA
11%
SITA
RenoNorden
18%
~26%RenoNorden
of outsourced
market
19%
Morten
MortenLarsen
Larsen
Norsk
Gjenvinning
35%
Lassila &
Tikanoja
RenoNorden
31%
RenoNorden
~33% of outsourced
market
RenoNorden
15%
RenoNorden
21
Market overview
NOK million
5 495
49%
1 057
40%
4 244
1 057
36%
34%
1 068
3 274
1 057
1 068
1 149
2 125
1 057
1 068
1 068
1 149
970
2019
2020
2021
1 149
970
1 057
2018
1 252
2022
Norway
Sweden
Denmark
Group
Historical high hit rate across all countries where RenoNorden is present
1) Includes only contracts that have historically been publicly tendered, and assumes all are renewed at contract end. Contracts starting in 2016 and 2017 have already been tendered and are therefore not considered market potential.
Contracts are CPI adjusted at 5% per industry standard practice
2) Management estimate based on internal records - Hit rate is based on historical tender processes (2013 2016) the Group has been a part of. For Norway the hit rate is based only on contracts in delivery, due to reporting inconsistency across countries
Source: Management Information, RenoNorden database and PwC analysis
22
Market overview
Benefits of scale
Average number of bidders per tender1
6.0
Pre-qualification
Most municipalities include additional tender criteria in addition to
price, such as quality, experience, access to financing and
environmental concerns
Local licenses required to operate within household waste collection
5.1
5.0
4.9
4.5
4.3
4.2 4.2
3.6
3.7
3.6
3.2
3.8
3.5
3.7
3.4
3.3
Norway
2003-2005
3.2
Sweden
2006-2008
2009-2010
Denmark
2011-2012
Finland
2013-2014
2015-2016
23
Agenda
1
Introduction to RenoNorden
3
Market overview
Business model
Financial highlights
Outlook
24
Business model
Tender
Prospecting
Tender process
Contract win
Start-up
Operations
Closing
Business model
Commercial waste
Household waste
Collection
Treatment
Trading
Full-service providers
RenoNorden
niche
segment
Commercial
specialists
Some activity in Finland 1
Niche characteristics
Disposal at dumpsite
Treatment players
Traders
Option
+1 year
Option
+1 year
26
Business model
Limited
contract portfolio
risk exposure
Examples of customers
Illustrative
27
Business model
NOK million
Finland
Options1
670
Contracts
2 382
1 607
340
1 174
NOK 7.5 billion in
order reserves over
the next 10 years
including options
955
395
1 417
738
367
1 023
804
498
284
559
419
213
2019
2020
2021
325
238
214
371
2018
50%
Sweden
369
2017
55%
1 667
1 363
428
60%
59%
Denmark 2 776
190
Q3 2016
68%
Norway
2022
190
111
48
2023
2024
123
108 15
2025
48
48
2026
Norway
Sweden
Denmark
Finland
Group
Secured order reserve of NOK 5.0bn with strong counterparties: Nordic municipalities
In addition, contracts include NOK 2.5bn of extension options, exercisable at the customers discretion
Additional NOK ~1 billion to come with positive outcome of appeals in Stockholm tender
Historically, almost all extension options are exercised, municipalities tend to avoid expensive and time consuming tender processes
Information advantages over competition when contracts are up for renewal contributes to a strong historical renewal rate
1)The Group calculates order reserve by adding annual revenue from ongoing or newly awarded contracts and assumes it remains the same for the duration of the initial fixed term. For the avoidance of doubt, the revenues are not adjusted for price or volume changes, including indexation. Option values are calculated in the same
manner, running from expiry fixed term to final date, assuming all the extension options are exercised. All figures converted to NOK at fixed exchange rates throughout the period (SEK/NOK= 0.9768, DKK/NOK=1.2428. EUR/NOK=9.2897)
2) Management estimate based on internal records. Includes tenders from 2010 to October 2016
28
Business model
2016
2017
2018
2019
2020
2021
2022
2024
2025
(SE) Stockholm
(DK) Copenhagen
(NO) Drammen
(SE) Malm
(DK) Greve
Group HQ
(NO) Kristiansand
(DK) Veijle
Country HQ
Branches
(DK) Roskilde
(DK) Slagelse
(NO) Arendal
(DK) Randers
(SE) Eslv
(DK) Holsterbro, Struer, Lemvig
(DK) Kalundborg
(NO) Hadeland
(NO) (BIR) Bergen
(NO) (GLT) Gjvik
(SE) Hrryda, Partille, Lerum
(SE) Linkping
31 December 2016
Ordinary contract
Option
29
Business model
Sourcing
Ability to invest in
tailored tools
GPS-tracking of trucks
RFID-based data
Route-planning software
Tailored IT tools
Focused and experienced central management and operational excellence team supporting local branches
Institutionalizing of best-practices across the Group local implementation plans with clear profitability targets
Innovative development of new, cost efficient solutions
Local branches benefit from scale making RenoNorden positioned to efficiently manage their operations and costs
30
Business model
Truck fleet
RenoNorden truck overview
# of units
# of units
(1,229 in total)
(1,229 in total)
101
48 29
18
Norway1
Comprimator
214
352
Other
Other heavy units
257
Sweden1
Finland1
Flatbed truck
920
Denmark1
Side-feed
compromator
305
31
Business model
32
Agenda
1
Introduction to RenoNorden
3
Market overview
Business model
Financial highlights
Outlook
33
Financial highlights
Group
Revenue development
Norway
Denmark
Sweden
20141
2015
LTM Q3 16
1 268.3
1 579.3
1 808.3
1 933.5
227.0
270.6
291.1
255.1
141.5
163.6
158.4
107.1
139.0
142.0
186.5
342.9
n/a
24.5 %
14.5 %
6.9 %
EBITDA margin
17.9 %
17.1 %
16.1 %
13.2 %
EBIT margin
11.2 %
10.4 %
8.8 %
5.5%
EBITDA
Adjusted EBIT
Capex
KPI's
Revenue growth
16.1%
13.2%
12.6%
LTM
Q3 16
2015
20141
20131
Q3 16
Comment
20131
Revenue
17.1%
Finland
17.9%
10.6%
Q2 16
274
12.5%
Q4 15
234
13.5%
16.5%
15.0%
Q3 15
80
19.7%
16.9%
Q2 15
76
18.4%
16.5%
Q1 15
74
46
Q4 141
77
306
63
59
20.0%
Q3 141
73
315
379
435
338
62
55
Q2 141
65
121
404
255
227
614
422
119
73
Q1 141
97
547
LTM
Q3 16
99
99
130
549
174
157
271
87
75
60
585
136
291
95
83
608
1 268
2015
153
NOK million
579
2014
59
93
148
154
147
2013
62
126
436
Q3 16
63
158
1 579
Q2 16
57
141
Q1 16
51
Q1 15
89
Q4 14
92
119
Q3 14
88
110
Q2 14
82
109
142
148
Q1 14
76
107
154
415
Q4 15
96
149
161
442
406
499
Q3 15
140
414
470
Q2 15
363
395
481
1 808
529
Q1 16
1 934
NOK million
1) Excluding special items: Management fees incurred under the previous ownership structure and IPO costs
2) EBIT excluding the line items Impairment losses and Loss on lossmaking contracts for LTM Q3 2016
Financial highlights
Norway
Revenue development
549
136
585
162
48
579
44
39
38
35
150
45
39
31.0%
26.6%
25.8%
24.7%
28
27.9% 28.3%
23.3%
23.2%
26.6%
23.2%
23.1%
20.9%
Q4 15
Q3 15
Q2 15
Q1 15
Q4 14
Q3 14
Q2 14
Q1 14
LTM
Q3 16
2015
2014
2013
Q3 16
Q2 16
Q1 16
Q4 15
Q3 15
Q2 15
Q1 15
Q4 14
Q3 14
Q2 14
25.6%
25.1%
20.3%
Q1 14
34
33
29
134
127
LTM
Q3 16
147
2015
141
608
2014
148
154
2013
142
NOK million
161
Q3 16
149
158
Q2 16
140
154
Q1 16
NOK million
Comment
2014
2015
LTM Q3 2016
63%
30%
34%
37%
66%
70%
Changes in contract portfolio with less volume and less add-on sales
35
Financial highlights
Sweden
Revenue development
20
20
14
9
22.6%
18
12
25.6%
13
13
14.8%
18.3%
15.9%
14.3%
13.2% 12.2%
Q3 15
Q2 15
Q1 15
Q4 14
Q3 14
Q2 14
Q1 14
LTM
Q3 16
2015
2014
2013
Q3 16
Q2 16
Q1 16
Q4 15
Q3 15
Q2 15
Q1 15
Q4 14
Q3 14
12
17.0%
16.5%
13.4%
Q2 14
45
19.2%
11.3%
Q1 14
54
19
16.0%
14.8%
2015
315
97
2013
99
Q3 16
99
93
Q2 16
89
64
338
Q1 16
82
92
69
25
Q4 15
76
88
NOK million
379
2014
121
119
LTM
Q3 16
435
NOK million
Comment
Historical revenue growth
2013
2014
79%
LTM Q3 2016
21%
21%
25%
75%
2015
79%
23%
77%
Decrease in 2016 EBITDA and EBITDA margins, mainly due to higher than
anticipated close-down and start-up costs in some contracts
Revenue share out of total Group revenue
36
Financial highlights
Denmark
Revenue development
148
96
107
NOK million
174
109
110
119
614
157
153
404
12
422
58
17
547
130
126
18
18
13
11
55
51
13
10
11
9
8
16.0%
14.3%
12.8%12.4%
10.4%
11.2%
8.6% 8.9%
12.9%
10.5%
9.3%
8.2%
2015
2014
2013
Q3 16
Q2 16
Q1 16
Q4 15
Q3 15
Q2 15
Q1 15
Q4 14
Q3 14
Q2 14
Q1 14
LTM
Q3 16
2015
2014
2013
Q3 16
Q2 16
Q1 16
Q4 15
Q3 15
Q2 15
Q1 15
Q4 14
Q3 14
Q2 14
6.0% 6.0%
Q1 14
48
7.8%
LTM
Q3 16
NOK million
Comment
Historical revenue growth
2013
2014
27%
32%
68%
2015
73%
LTM Q3 2016
30%
70%
32%
68%
37
Financial highlights
Finland
Revenue development
57
62
74
76
NOK million
80
14
306
274
65
59
38
35
12
234
10
51
8
5
26
8
7
6
12.7%
10.2%10.6%
10.6% 9.6%
16.4%
12.3%
17.4%
13.1%
12.0%
2013
Q3 16
11.1%
Q2 16
Q1 16
Q4 15
Q3 15
Q2 15
Q1 15
Q4 14
Q3 14
Q2 14
Q1 14
LTM
Q3 16
2015
2014
2013
Q3 16
Q2 16
Q1 16
Q4 15
Q3 15
Q2 15
Q1 15
Q4 14
Q3 14
Q2 14
Q1 14
7.3%
12.7%
12.5%
LTM
Q3 16
63
77
2015
73
2014
NOK million
Comment
Positive revenue and EBITDA development since establishment in 2014
2013
2014
0%
100%
2015
15%
85%
LTM Q3 2016
15%
85%
16%
2016 revenue increase driven by new contracts in Rinki with more revenue
than estimated, in addition to several smaller contracts
84%
38
Financial highlights
Key comments
NOK million
1 808
179
9.9%
956
52.9%
6.5%
117
175
9.7%
90
4.9%
291
16.1%
Net Sales
Cost of sales
Personnel costs
A
A
B
B
Fuel costs
Other truck
related costs
Other operating
expenses
EBITDA 2015
C
C
Cost of operating the fleet
of trucks
39
Agenda
1
Introduction to RenoNorden
3
Market overview
Business model
Financial highlights
Outlook
40
Outlook
Stabilizing group EBITDA margins in the short term and thereafter slightly
improving going forward disciplined approach to new contracts
Large expected starts-ups in 2017 will lead to capex above 2016 level
41
Agenda
Appendix
42
Appendix
2014
YTD Q3 2016
Norway
585.1
608.1
437.2
Sweden
338.5
379.1
336.5
Denmark
422.2
546.8
460.4
Finland
233.6
274.3
229.4
0.0
1 579.3
0.0
1 808.4
-0.2
1 463.3
Cost of sales
158.6
178.8
136.9
804.1
956.3
808.4
107.0
132.8
114.0
Other/Eliminations
Total operating revenue
90.9
Other operating expenses
376.4
382.0
322.0
0.0
1 446.2
0.0
1 649.9
154.5
1 626.7
133.1
158.4
-163.4
8.5
1.9
10.2
106.4
-97.9
49.9
-48.1
27.7
-17.5
35.2
110.4
-181.0
7.3
42.5
-26.9
83.4
27.7
-153.3
Finance income
Finance expense
Net financial items
Dec 2015
Sep 2016
Assets
Goodwill
Other intangibles
Equipment
Total non-current assets
Inventories
Accounts receivables
Other receivables
Cash and cash equivalents
Total current assets
Total assets
1 017.9
18.3
811.0
1 847.2
7.5
264.8
29.5
195.6
497.3
2 344.5
923.0
13.8
900.0
1 836.8
6.8
284.3
53.1
148.7
492.9
2 329.8
27.2
501.4
182.3
711.0
40.0
416.9
781.4
1 238.3
87.5
80.8
19.4
63.8
143.8
395.3
1 633.5
2 344.5
27.2
501.4
-36.4
492.2
-1.4
153.5
518.8
758.6
1 429.5
105.2
75.8
22.8
67.6
136.5
408.0
1 837.5
2 329.8
In NOK million
43
Appendix
YTD Q3 2016
110.4
132.8
0.0
-0.4
6.0
1.9
-36.3
-12.6
201.8
-181.0
114.0
90.9
2.0
115.0
0.8
-24.5
-8.1
109.3
9.8
-186.5
-10.5
-187.2
10.8
-263.3
0.0
-252.5
0.0
0.0
-89.1
0.0
0.0
166.3
-69.4
0.0
0.0
0.0
0.0
-50.0
-42.2
0.0
0.0
0.0
0.0
0.0
230.3
-74.5
0.0
0.0
0.0
0.0
-50.1
105.7
3.6
-24.1
219.6
195.6
-9.3
-46.9
195.6
148.7
In NOK million
Cash flows from operating activities
Profit before income taxes
Depreciation and amortization
Impairment loss
(Gain)/Loss from sale of equipment
(Increase)/Decrease in other items related to operating act.
Interests received
Interests paid
Taxes paid in the period
Net cash flows from operating activities
Cash flows from investments
Proceeds from sale of property, plant and equipment
Purchases of property, plant and equipment
Purchase of Finnish acquisition, net of cash acquired
Net cash used in investments
44
Investor contact:
ystein Disch Olsrd - CFO
o.olsrod@renonorden.com
Tel: +47 91602226
45