Raymond James Conference - Esprinet S.p.A. - IT &...

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Raymond James Conference New York – December 9, 2014

Transcript of Raymond James Conference - Esprinet S.p.A. - IT &...

Raymond James ConferenceNew York – December 9, 2014

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ITALY75%

SPAIN25%

TITOLO DEL GRAFICO

RETAILERS22%

CORPORATE DEALERS

72%

OTHERS6%

31%

11%

12%11%

9%

7%

5%5%

9%

PC

TABLET

SUPPLIES

CONSUMER ELECTRONICS

SERVER-NETWORKING-

STORAGE

TLC

PRINTER

SOFTWARE

OTHER

Corporate Overview

Technology wholesale distributor in Italy, Spain &

Portugal: we buy from technology vendors and we sell to

resellers & retailers

Listed on the Italian Stock Exchange since 2001 (PRT)

Sales ~2 b€ - EBIT ~37 m€ - NET PROFIT ~23 m€ in FY 2013

~ 260 m€ Net Equity, ~ 142 m€ net cash as of 31.12.2012

~ 1.000 employees, in 21 offices in 2 nations

56.000 sqm of warehouse space in Italy & 22.000 sqm in Spain

Over 55.000 registered customers, of which 40.000 active in 2013

More than 1,7 million customer invoices and 8 million lines of

customer orders managed, and 25 million packages shipped in a

year

Over 200.000 SKUs published on our web site, and over 30.000

SKUs on average available on stock

Over 7,8 million yearly web accesses from customers

Over 2,1 million collection and payment transactions managed

yearly

By far #1 in Italy, #3 in Spain(1), #5 in Europe, in the WW ‘Top

Ten’(2)

(1) Sirmi 2014, Channel Partner 2013 – GTDC Context 2014 (2) Factset estimates 2014

Customer Mix

Product Mix (%)

Sales by country(%)

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Group Structure

100%

Esprinet Iberica: IT &

CE distributor

(Spain, Portugal)

Esprinet SpA: IT & CE distributor (Italy)

Value-Added

Distributor

(Italy)

100%

Dealers’ consortium

cloud service provider

(Italy)

9,5%

5

60%

Accessories

Company

Celly SwissCelly

Nordic

Celly

Pacific

25% 100% 100%

100%

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Established in ‘70s under the name Comprel, semiconductor distributor in Italy

Mid ’80s: start of Celo and Micromax business, Italian IT distributors

2000: merger of Celo, Micromax and Comprel, under the brand-new Esprinet (Italian 2nd largest distributor)

July 2001: Esprinet listed on the Italian Stock Exchange (ipo price: € 1.4 per share)

2002: two acquisitions in Italy (Pisani, Assotrade, € ~300m revenue)

2003: Esprinet to reach the #1 position in the Italian market

End of 2005: acquisition of Memory Set (€ 525m revenue in 2004), 2nd largest IT distributor in

Spain

November 2006: acquisition of Actebis Italy (€ ~130m revenue in 2005)

November 2006: acquisition of UMD in Spain (sales of € 266m revenue in 2005) to create Esprinet Iberica

Mid of 2008: restructuring program of Spanish operations

End of 2009: Spanish turnaround completed – Esprinet Iberica among the top three distributors

in Spain

January 2011: V-Valley, the fully owned subsidiary in charge of Datacenter Products sales established

February 2014: sale of 100% of Monclick (€ 98m revenue in 2013), e-tailer of technology products created in

2005

May 2014: acquisition of 60% of Celly (€ 26m revenue in 2013), an Italian vendor & distributor of mobility’s

accessories in different countries

July 2014: divestiture of Comprel to focus further more on Core Business

Corporate milestones

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Italian Distributors’ Ranking

Source: management’s estimates on Sirmi 2014 data

market share

2011 2012 2013 2011 2012 2013

1 ESPRINET 1.576 1.503 1.543 23,4% 24,2% 24,8%

2 COMPUTER GROSS ITALIA 715 721 775 10,6% 11,6% 12,4%

3 TECH DATA 616 636 657 9,2% 10,2% 10,5%

4 INGRAM MICRO ITALIA 628 614 575 9,3% 9,9% 9,2%

5 DATAMATIC 367 374 374 5,5% 6,0% 6,0%

6 ATTIVA 206 218 245 3,1% 3,5% 3,9%

7 BREVI 147 135 156 2,2% 2,2% 2,5%

8 FUTURA GRAFICA 112 102 105 1,7% 1,6% 1,7%

9 ADVEO ITALIA 59 50 90 0,9% 0,8% 1,4%

10 ITWAY 68 69 70 1,0% 1,1% 1,1%

11 EXECUTIVE 64 69 70 0,9% 1,1% 1,1%

12 IL TRIANGOLO 69 68 67 1,0% 1,1% 1,1%

13 COMPUTERLINKS 46 53 58 0,7% 0,8% 0,9%

14 EDSLAN 54 56 57 0,8% 0,9% 0,9%

15 FOCELDA 51 53 55 0,8% 0,9% 0,9%

16 COMETA 50 52 53 0,7% 0,8% 0,9%

17 SIDIN 48 50 51 0,7% 0,8% 0,8%

18 ICOS 47 49 50 0,7% 0,8% 0,8%

19 ADL AMERICAN DATALINE 39 43 45 0,6% 0,7% 0,7%

20 SNT TECHNOLOGIES 49 45 40 0,7% 0,7% 0,6%

Total top 20 5.012 4.958 5.136 74,5% 79,9% 82,4%

Total aggregated market 6.723,7 6.205,0 6.233,4 100,0% 100,0% 100,0%

Var % top 20 -5,3% -1,1% 3,6%

euro million

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Spanish Distributors’ Ranking

Source: Channel Partner 2013, Ametic, GTDC, management’s estimates

2011 2012 2013 2011 2012 2013

1 TECH DATA 702 716 767 12,7% 13,4% 14,1%

2 INGRAM MICRO 620 589 601 11,2% 11,0% 11,0%

3 ESPRINET IBERICA 520 464 505 9,4% 8,7% 9,3%

4 ADVEO 316 323 346 5,7% 6,0% 6,4%

5 BRIGHTSTAR 20:20 MOBILE 225 225 333 4,1% 4,2% 6,1%

6 VINZEO INFORMATICA 379 330 270 6,8% 6,2% 5,0%

7 ARROW ECS 185 272 283 3,3% 5,1% 5,2%

8 GTI 161 146 159 2,9% 2,7% 2,9%

9 MCR 126 118 141 2,3% 2,2% 2,6%

10 WESTCON GROUP 91 111 124 1,6% 2,1% 2,3%

11 ACTIVA 2000 50 60 73 0,9% 1,1% 1,3%

12 MEGASUR 45 64 70 0,8% 1,2% 1,3%

13 AVNET 50 57 61 0,9% 1,1% 1,1%

14 UFP 44 54 53 0,8% 1,0% 1,0%

15 VALORISTA 40 49 54 0,7% 0,9% 1,0%

16 INFORTISA 36 39 51 0,7% 0,7% 0,9%

17 DMI COMPUTER 37 45 48 0,7% 0,8% 0,9%

18 DIODE 97 47 63 1,8% 0,9% 1,2%

19 EBV ELECTRONIK 40 41 44 0,7% 0,8% 0,8%

20 INFORPOR 39 40 44 0,7% 0,7% 0,8%

Total top 20 3.804 3.790 4.090 68,7% 70,7% 75,0%

Total aggregated market 5.538 5.360 5.450 100,0% 100,0% 100,0%

Var % top 20 -0,4% 7,9%

Sales Market share

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-125-96

-78

-31-57

-153

-56

4

68

3

4361

142

-200

-150

-100

-50

0

50

100

150

200

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

156

120112

88

134

213

112

62

22

129

110103

55

0

50

100

150

200

250

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

6,3 6,3

14

21

27

44

32

24

32

25 2523 23

0

5

10

15

20

25

30

35

40

45

50

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

801954

1.215

1.5001.628

2.230

2.430 2.373

2.1192.205

2.0961.932

2.043

0

500

1.000

1.500

2.000

2.500

3.000

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Key financials highlights(1)

Sales (€/m) Net profit (€/m) (1)

Net Financial Position(2) (€/m)

1) 2011 Adjusted for Goodwill impairment impact

2) See definition in Financial Statement. The net debt of 2006 includes the acquisition cost + net debt of acquired companies Actebis Italia and UMD SA consolidated since

31.12.2006 without consolidation of P&L but with full consolidation of balance sheet

Net Working Capital(€/m)

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EBIT Margin benchmark with European Multinational Distributors

Source: Financial Statements and segment information (IM and TD data are referred to their European operations)

1.81%

1.89%

1.13%

2.53%

1.30% 1.30%

1.10% 1.10%

0.78%

0.97%

1.20%1.25%

0.48%

0.82%

0.94%

1.14%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

2,013 2,012 2,011 2,010

Esprinet Also Ingram Micro Tech Data

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9The Business Model

Low margin – High volume business

Multinational coverage

High speed interaction with customers and vendors

Working Capital control is key for survival and success

Multiple go-to-market routes

• Consumer products on Consumer Customers (Retailers)

• Volume IT products on Business Customers (Resellers)

• «Value» IT products on Business Customers (VARs)

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Our unique advantage

Very tight cost and working capital control by means of an established «number crunching» culture

Flexibility in responding to vendor and customers needs by means of a proprietary ERP and Web engine

Multidivisional organization to tackle the different needs of our three key business areas

«Vendor Intimacy» at country level by providing intelligence on the market needs thanks to a very broad customer portfolio and sophisticated market intelligence tools

Stable management team to provide consistency in execution and relationship with key partners

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Co

nsu

mer

devic

es

White goods

Phones & GPS

Games

Audio products

Photo products

Video products

IT for home use

Off

ice

devic

es

PC

Peripherals & Office

products

Software

Supplies & stationary

products

Infr

ast

ructu

red

evic

es

Storage

Networking devices

Servers

Cabling

Data capture

Security

Deve

lopm

ent

in t

imeProducts & Vendors

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Self-Service: ww.esprinet.com, the market standard...always evolving

Product availability in real time,

Detailed product data sheets including

options, accessory and complementary

product.

Cross-selling “intelligent” system

Multiple product research (by type,

multilevel, advanced, textual as well as by

both and/or category)

On line service tracking of orders and

returns

Financial profile under control

Personalized promotions

Possibility to download list price, product

data sheet and invoices

Capability of modifying orders

Offers through an automatic alert system

in cases of price changes, or any product-

issue

Amerigo, navigator software to support

clients in buying multi-licences

Web-mailing: customizable web-

marketing tool: ‘use Esprinet to create your

own marketing proposal in a very few

clicks!’

esprinet.com always evolving:

personalization is the new rule of the game

Customers can choose a number of ways to surf the Esprinet planet as

they do prefer: an esprinet.com exclusive service!

Customers can surf the Esprinet website with their end-users modifying

the pricing (My Margin)

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Self-Service: Esprinet’s Cash & Carry stores

Born in 1988, Esprinet runs 17 Cash & Carry stores under the Esprivillage brand, strategically located throughout the

Italian territory to ensure proximity to customers and vendors.

In Q1-2015 the first Cash&Carry in Spain will be opened in Madrid

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‘High-Touch’ Corporate with 3 divisions: IT Value, Corporate, SMB

V-Valley: the IT Value Division

• Value Added Distribution for VARs: distributing datacentersolutions

• A team of sales & marketing specialists working hand in hand with the resellers and their Account or SMB Division colleagues in sales

• Services division for special projects

• The best product range, the best choice

Corporate Account Division

• The ‘Inner Club’ for top corporate resellers

• A seasoned sales force used to deal at high-levels

• Ensuring proximity with a face-to-face accounting

SMB Division

• The right place for small-mid resellers

• Day-by-day support through a dedicated inside-sales team

• The best place for vendors looking for new customers

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‘High-Touch’ Consumer

The largest distributor in the consumer space

A seasoned sales team

In daily touch with retailers, a number of tailor-made services:

Sales Services:

Category Management: category managers analyze retailers’ sell out and

therefore suggest the best fitting products

Merchandising: to guarantee both the product availability on the shelf and

its correct pricing, on top of providing visual marketing in the store

Trade Services

Logistic Services

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‘High-Touch’ for vertical clusters: Supplies, Mobility

Supplies Business Unit

The no.1 in Italy as per market share and

number of customers; one of the top in

Spain

A set of customers which need a different

go-to-market

A fully-dedicated marketing unit with more

than 10 years of experience

A committed sales force strictly connected

to the marketing team to serve the

customers in the best way

Mobile phone business unit

A specialized business unit where Esprinet

has invested the most

Product portfolio of a specialized distributor

A dedicated sales & marketing force including

internal and external staff

A seasoned sales team working only on TLCs

products to ensure knowledge and proximity to

both customers and vendors

Corporate Governance

&

Share information

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Mission and StrategyTo be the best technology distributor operating in its relevant markets, assuring shareholders above-average return on investment thanks to precise, serious, honest, reliable, and innovative management of the customer and vendor relationship, achieved by a closely attentive enhancement and exploitation of its staff skills and innovative capabilities.

Corporate valuesThe quest for excellenceWe run to win and not to participate

Results orientationWe work towards an objective and it has to be achieved

Seriousness of approachSuccess is founded on ethical trading, observance of rules, professionalism, and spirit of sacrifice

Team powerVictory is possible only if my colleague runs for me and I run for him/her and not if we run against each other

InnovationValue is created by inventing new ways of satisfying customer and vendor needs

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Board of directors

Francesco Monti, was born in Bovisio

Masciago on 1st April 1946. With a diploma in

industrial electronics, he began his

professional career as sales supervisor for

companies operating in the components

industry. He was among the founding

members of Comprel where he served as the

Sole Executive. He served as Chairman of

Comprel beginning in 1983 and, following the

merger with Celomax, he has served

as Chairman of Esprinet.

Maurizio Rota, was born in Milan on 22

December 1957. After his early professional

experiences as sales supervisor for companies

operating in the information technology

industry, in 1986 he founded Micromax,

serving as the company’s Chairman. Until

1999, he developed and consolidated the

company, focusing in particular on relations

with the major manufacturers, making the

decisive contribution to the implementation of

the company’s business strategies. Following

the formation of Celomax, for which Mr. Rota

was one of the main sponsors, he served as

Managing Director and later as Vice Chairman.

Today Mr. Rota is the Vice

Chairman and Chief Executive Officer of

Esprinet.

Alessandro Cattani, was born in Milan on

15 August 1963. After completing his first

degree in electronic engineering, he earned a

management Master (“CEGA”) at the Bocconi

University in Milan. He began his professional

career at Scriba S.p.A. where, until 1990, he

served as Management Assistant, but also as

Executive Director of the company which had

the task of managing the group’s information

technology. From 1990 to 2000 Mr. Cattani

worked on the development of management

consulting projects and he currently serves

Esprinet as Chief Executive Officer.

Name Position Executive IndipendentStrategy

Committee

Control and

Risks

Committee

Remuneration

and

Appointments

Committee

Mr. Francesco

MontiChairman X X

Mr. Maurizio

Rota

Deputy

ChairmanX X

Mr. Alessandro

CattaniCEO X X

Mr. Valerio

CasariCFO X

Mr. Giuseppe

CalìDirector X

Mrs. Stefania

Calì

DirectorX

Mr. Marco

Monti

DirectorX

Prof. Mario

Massari

DirectorX X X

Prof. Chiara

Mauri

DirectorX X

Mr. Umberto

Quilici

DirectorX

Mr. Andrea

Cavaliere

DirectorX X X

Mrs. Cristina

Galbusera

DirectorX X

The independent directors

They do not have with the company, its subsidiaries, with the controlling shareholders and/or with the

managing directors of Esprinet business dealings of an entity such as to influence their independence

of judgment. In addition, they do not directly own, and have declared that they do not even indirectly

own, equity interests such as to enable them to exercise control over the company, for which no

accompanying shareholders’ agreements for control exist in which they could participate.

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Code and principles

The Code of Ethics

The Code of Ethics applies to all activities performed by or in the name and on behalf of Esprinet S.p.A. and its subsidiaries (hereafter also the "Group or the " Group Company").

The Code of Ethics:

lays down conduct guidelines and regulates the body of rights, duties and responsabilities the Group expressly assumes vis-à-vis its own stakeholders

defines the ethical criteria adopted for achieving a proper balance between the expetaction and interests of tjhe various stakeholders

incorporates principles of conduct and guidelines on potentially sensitives areas

The Code of ConductThe Esprinet Group wishes to establish commercial relations with its own suppliers and business partners that are characterised by transparency, fairness and ethical trading practices. The development of transparent long-term relationships with suppliers, attention to quality, safety and respect of the environment and compliance with applicable laws represent objectives that must be pursued with a view to consolidating the added value created for stakeholders.Therefor, in conjunction with the Code of Ethics adoped by Esprinet S.p.A. and its subsidiaries, the Group has defined a Code of Conduct to serve as a guide to long-term supply chain relations.

Organisation Model 231 (The “Italian Sarbanes-Oxley”)

This document, entitled “Organisation and Management Model pursuant to Legislative Decree 231/2001” (hereinafter called “the Model”), has been drawn up to implement the terms of ss. 6.1.a and 6.1.b, 6.2, 7.2 and 7.3 of Legislative Decree no. 231of 08.06.2001 (hereinafter called "the Decree").

The Model is the management reference document which institutes a corporate prevention and control system designed to prevent the offences specified in the Decree from being committed.The Ethical Code enclosed summarizes the values, correctness and loyalty by which the Esprinet Group is inspired and constitutes the base of our Organizational, Administrative and Control Models. The Code has been adopted by the company in order to prevent any occupational hazards or risks in view of the D. Lgs. 231/2001 law.

On October 30th, 2013 the companies Board of Directors accepted a new and updated version of the Organizational, Administrative and Control Models which substitutes the previous version approved on March 14th, 2012.

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Shares

Since July 25th 2001, Esprinet’s shares have been listed on the Italian Stock Exchange Esprinet's offering price

was Euros 14.0 per share (correspondent to 1.4 euro as an Esprinet’s stock-split 1:10 occurred in May 2005):

The share capital subscribed and paid by the Company amounts to € 7,860,651.00, represented by

52,404,340 ordinary shares, each with a nominal value of € 0.15. All the shares have voting rights except for

the 1,181,400 own shares (at 27th March 2014)

Ticker Symbols:

Reuters: PRT.MI

Bloomberg: PRT.IM

Major indices:

•MIBSTAR (small-medium caps key index)

•MSCI (Morgan Stanley Small Cap Index)

Type of share: Ordinary shares

Number of shares outstanding: 52.404.340

Securities Code Number (ISIN Code): IT0003850929

% of free float shares: ~64%

% of locked up shares (Shareholders' pact until March 2015): ~36%

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Shareholders

Shareholder´s Breakdown

Source: Company information, May 05th, 2013

Shareholder N° ordinary shares locked-up % on total issued shares % on total locked-up shares

Total 18,978,380 36.215% 100,000%

Francesco Monti 8.232.070 15,709% 30,821%

Giuseppe Calì 7.732.000 14,755% 28,949%

Maurizio Rota 2.514.310 4,798% 9,414%

Alessandro Cattani 500,000 0,954% 1,872%

Shareholders´ agreementThe Agreement syndicates no. 18,978,380 Esprinet S.p.A. ordinary shares out of 52,404,340 totalling 36.215% of share capital.

The following table shows the parties to the Agreement and gives a separate indication of no. of ordinary shares which are transferred to the Agreement:

Q3 2014 Financial Highlights

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24FY 2014 – First 9 months - financial highlights

First nine months 2014 results

• Consolidated sales: € 1,535.4 million (+10% vs € 1,391.3 million of the first nine months of 2013)

• Gross profit: € 96.3 million (+13% vs € 85.0 million)• Operating income (EBIT): € 24.3 million (+17% vs € 20.8 million)• Net income: € 17.4 million (+29% vs € 13.5 million)

Net financial position as at 30 September 2014 negative by € 44.0 million(vs Net financial position as 31 December 2013 positive by € 141.7 million)

Third quarter 2014 results

• Consolidated sales: € 502.4 million (+17% vs € 431.0 million of the third quarter of 2013)

• Gross profit: € 31.3 million (+22% vs € 25.6 million)• Operating income (EBIT): € 7.2 million (+28% vs € 5.6 million)• Net income: € 4.1 million (+28% vs € 3.2 million)

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First 9 months 2014 financial highlights

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First 9 months 2014 financial highlights

Consolidated sales, equal to € 1,535.4 million, showed an increase of +10% (€ 144.1 million) compared to € 1,391.3 million of the first nine months 2013. In the third quarter consolidated sales increase of +17% compared to the same period of the previous year;

Consolidated gross profit is equal to € 96.3 million showing an increase (equal to +13% or € 11.3 million) compared to the same period of 2013 as a consequence of both higher sales and higher gross profit margin. In the third quarter gross profit, equal to € 31.3 million, showed an increase of +22% compared to the same period of the previous year;

Consolidated operating income (EBIT) totalled € 24.3 million, showing an increase of +17% compared to the first nine months of 2013 (€ 20.8 million), with an EBIT margin increased to 1.58% from 1.50%, notwithstanding a € 7.8 million growth in operating costs compared to the same period of 2013. In the third quarter EBIT was equal to € 7.2 million with an increase of +28% (€ 1.6 million) compared to the third quarter 2013 showing an EBIT margin growth (from 1.31% to 1.44%);

Consolidated profit before income taxes equal to € 23.0 million, benefitting lower financial costs of € 0.3 million showed an increase of +20% compared to the first nine months of 2013. In the third quarter profit before income taxes registered an increase of +20% (€ 1.1 million) reaching the value of € 6.2 million;

Consolidated net income from continuing operation was equal to € 15.5 million, with an increase of +25% (€ 3.1 million) compared to the first nine months of 2013. In the third quarter net income from continuing operation rose of € 1.5 million (+56%) compared to the same period of 2013;

Consolidated net income was equal to € 17.4 million, with a growth of +29% (€ 3.9 million) compared to the first nine months of 2013 benefitting of € 1.8 million from “Profit/(Loss) from disposal groups” increased of € 0.7 million (+63%) compared to the same period of 2013. In the third quarter consolidated net income increased of € 0.9 million (+28%) compared to the same period of 2013 despite a € 0.2 million negative effect in the “Profit/(Loss) from disposal groups” worsened by € 0.6 million compared to the same period of 2013;

Basic earnings per share from continuing operations as at 30 September 2014 was equal to € 0.30, showing an increase of +25% compared to the first nine months of 2013. In third quarter this value was equal to € 0.08 compared to € 0.05 of the same quarter in 2013;

Basic earnings per ordinary share as at 30 September 2014 equal to € 0.34, showed an increase of + 30% compared to the first nine months of 2013. In the third quarter basic earnings per ordinary share was equal to € 0.08 compared to € 0.06 of the corresponding quarter of 2013.

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First 9 months 2014 financials

• Consolidated net working capital as at 30 September 2014 is equal to € 246.5 million, compared to € 49.5 million as at 31 December 2013;

• Consolidated net financial position as at 30 September 2014, is negative by € 44.0 million, compared to a cash surplus equal to € 141.7 million as of 31

December 2013. The financial indebtedness growth was connected to the increase of consolidated net working capital as of 30 September 2014 influenced both

by technical events often not related to the average level of working capital particularly by a ‘without-recourse’ sale of account receivables from customers. This

program is aimed at transferring risk and reward to the buyer thus receivables sold are stripped out by balance sheet according to IAS 39. Even considering

other technicalities from factoring by means of which to obtain the result of advancing cash-in of credits on a “no recourse” basis - such as “confirming” used in

Spain –, the impact on financial debt was approx. € 107 million as at 30 September (approx. € 154 million as at 31 December 2013 and € 59 million as at 30

September 2013);

• Consolidated net equity as at 30 September 2014 was € 265.6 million, increasing by € 5.8 million compared to € 259.8 million as at 31 December 2013.