to Annual General Meeting 2015 25 th June 2015 N B Agenda Overview - - PowerPoint PPT Presentation

NB

to

Annual General Meeting 2015

25th June 2015

Welcome

NB

2

Overview Financials Outlook 2015

Agenda

NB

3

Overview

NB

4

Company Overview

NB

5

Executive & Strategic Committee

Tim RINGEL CEO (since July 2013) Board of Directors Paris Tim founded the metapeople group in 1999 which became part of NetBooster in 2011 Vincent ADDED CFO (since June 2011) Executive Committee Paris Vincent joined the group in 2010 from Deloitte Thomas ARMBRUSTER COO (since July 2013) Executive Committee Paris In 2010 Tom joined the metapeople group from UBS Natalie DUSEY General Secretary (since 2013) Executive Committee London Natalie has 10 years+ of Corporate Affairs experience with international companies Emmanuel ARENDARCZYK Country Manager UK (2006) Strategic Committee London Joined from Google and has worked in numerous positions within the group Kristoffer EWALD Head of DNA (2007) Strategic Committee Copenhagen Kris merged his business in 2007 with NetBooster and became the data specialist Yann GABAY Head of South. Europe (2011) Strategic Committee Paris Yann was MD of Performics (FR) and has worked within the industry for 14 years Jens NIELSEN Head of Nordics (2009) Strategic Committee Copenhagen Jens has 25 years of international management and consulting experience

NB

6

Bernard-Louis ROQUES Non-Executive Board Member Chairman of the Board Paris Andreas Von HABSBURG Non-Executive Board Member Board of Directors Frankfurt

Board of Directors

Tim RINGEL CEO (since July 2013) Board of Directors Paris Benjamin FAES Non-Executive Board Member Board of Directors London

NB

7

NB

Employees by Country

124 Germany 14 Switzerland 12 Italy 108 France 52 UK 55 Denmark 10

Sweden

13

Finland

4

Norway

30 Spain 35

China

13

Dubai

*19% shareholding in China

NB

8

Client Structure

Top 10 (38%) Top 25 (54%) All other clients

• Total number of relevant clients: 300
• Balanced client structure without major dependencies
• 65% of the Top 25 are international

Portfolio of international blue chip clients

NB

9

Key Clients

NB

10

• Client since 2009
• Upsell to Data &

Analytics & RTB

• Lead in France

Client wins & Upsell examples H1/2015

• 40 markets
• PPC, RTB, Social
• Lead in France
• 17 markets
• PPC, SEO, CRM,

RTB, Social

• Lead in Switzerland
• 3 markets
• PPC, RTB, Social
• Lead in Germany
• 5 markets
• PPC, RTB, Social
• Lead in Switzerland
• Client since 2012
• Upsell to RTB
• Lead in France
• Client since 2007
• Upsell to Display,

RTB and Social

• Lead in Germany
• Client since 2012
• Upsell to PPC, RTB,

Social

• Lead in France

NB

11

Financials

NB

Financial

Review 2014

NB

13

Results for 2014

Gross Margin (revenue without media billings and direct cost) stable at €34.2m EBITDA increased from €2.7m to €4.5m (+66%) due to good performance in all key locations in 2014 Profitability up at 13.1% (2013: 7.9%) Operating Cash Flow was mainly used to reduce complexity of the NetBooster group structure (e.g. squeeze out Guava) and to build one group

NetBooster overachieved the target for 2014

NB

14

in €m

2010 2011 2012 2013 2014

Gross Margin

25.0 27.7 34.2 34.4 34.2

EBITDA

1.7 1.8 3.7 2.7 4.5

% of Gross Margin

6.9% 6.6% 10.7% 7.9% 13.1%

Number of employees (average)

429 520 441 440 431

Net Debt

5.5 10.5 6.4 6.1 6.7

Enterprise Value

53.1 34.1 45.7 39.9 49.3

Enterprise Value / EBITDA

31.2x 18.9x 12.3x 14.8x 11.0x

Results at a Glance

New level of performance in 2014

NB

15

Product Mix (Gross Margin)

PPC 38% SEO 14% MEDIA 10% DATA 16% AFFILIATE 12% DESIGN 8% SOCIAL MEDIA 2%

Data is already a significant part

NB

16

Regional Mix (Gross Margin)

France 31% Germany 27% Northern Europe 20% UK 9%

• South. Europe 7%

MENA 3%

Perfect European coverage

NB

17

2013 2014 EBITDA Margin 20%+ Germany Swiss Germany Swiss EBITDA Margin 10-20% UK UK France Northern Europe Southern Europe EBITDA Margin below 10% France Northern Europe Southern Europe MENA MENA

EBITDA Margin per Region

Uplift in profitability in many countries

NB

18

Profit and loss account (€m) French accounting standards 2013 2014 Change (€m) Gross Margin 34.4 34.2

• 0.2

Staff Expenses 24.6 23.1

• 1.5

Overheads 7.1 6.6

• 0.5

EBITDA 2.7 4.5 +1.8 % of Gross Margin 7.9% 13.1%

• EBIT (Operating Profit)

2.2 4.0 +1.8 Financial Results

• 1.5
• 0.3

+1.2 Profit Before tax 0.7 3.7 +3.0 Extraordinary Results

• 0.8

0.3 +1.1 Tax

• 1.0

+1.0 Net profit (loss)

• 1.1

4.0 +5.1 Amortisation of goodwill

• 4.1
• 4.0

+0.1 Net profit (loss) after goodwill

• 5.2

+5.2

Consolidated Income Statement

NB

19

Income Statement Explanations

Purchase of a non-controlling stake of 9.51% of the Guava Group Restructuring of NetBooster France Restructuring of UK companies Consolidation of German entities, from 3 to 1 Acquisition of 10% in Media Diamond (Spain) Sale of stake in Same Same NetBooster released the provision for a non-conversion

• f the Convertible Bond, due to the share price being

well above the strike price and a positive outlook for the Company

NB

20

Goodwill under French GAAP

Goodwill is amortised between 8 and 10 years under French GAAP rule Amortisation booked in 2014 amounts to €4.0m Total remaining Goodwill (€17.7m) is below the market value of the individual subsidiaries Impairment tests conducted on a yearly basis Depressed EPS due to French GAAP rules

Handicap will be solved by switching to IFRS

NB

21

in €m 2013 2014 Net Profit

• 1.1

4.0 Non-Cash Compensation 0.1

• 0.3

Depreciation & Amortisation 1.5

• 0.2

Changes in working capital 0.7

• 3.5

Changes in deferred tax 0.4

• 0.6

Operating Cash Flow 1.6

• 0.7

Cash Flow generation

Delayed payment by a mayor client

NB

22

Cash Flow

in €m 2013 2014 Cash Flow from Operating Activities + 1.6

• 0.7

Cash Flow from Investing Activities

• 2.4
• 1.0

Cash Flow from Financing Activities

• 0.1
• 1.2

Change in Cash

• 0.9
• 2.9

NB

23

in €m 2013 2014 2013 2014 Intangible Assets 20.9 18.1 Equity 7.5 9.0 Tangible and Financial Assets 1.7 1.6 Convertible bonds 11.3 10.0 Receivables 27.6 31.7 Borrowing 2.3 2.2 Other Receivables 7.0 3.6 Payables 28.4 23.2 Cash 7.5 5.6 Other payables 11.4 9.0 Differed expenses 0.7 0.6 Differed revenue 4.5 7.8 Total Assets 65.4 61.2 Total Liabilities 65.4 61.2

Consolidated Balance Sheet

NB

24

Balance Sheet Explanations (I)

Share Capital Increases

• 20 convertible bonds were converted into 500k shares

(+3.12% equity)

• 81,932 new shares were created for the management team

linked to the metapeople acquisition (deferred payment)

• 7,500 Free Shares were issued to various managers

Free Shares

• 124,500 Free Shares were granted to various managers

NB

25

Balance Sheet Explanations (II)

BSA for managers

• 1,175,000 share subscription warrants were issued
• Subscription price was established at €0.20
• Exercise price was established as €2.42
• Hurdle to exercise is a share price of €3.30

Convertible bonds

• Conversion procedure: 25,000 shares for 1 convertible

bond; i.e. €2.5 per share

• Redemption premium: 13.67% for non-conversion at

maturity on 25 March 2016

• Coupon: 3% p.a.
• 20 bonds converted in 2014: 161 bonds in the portfolio

at the end of 2014; 6 converted in 2015

NB

26

Balance Sheet Explanations (III)

Own shares

• Liquidity contract: 20,268 (average €2.66)
• Share Buyback Programme: 158,575 (average €2.60)

End of Factoring facility

• The contract was replaced by a non-secured facility with

the group’s banking partners

• Trade receivables increased by €4,057k
• Other receivables went down by €2,716k
• Cash collected was €1,300k

NB

27

Profit and loss account (€m) French accounting standards 2013 2014 Change (€m) Gross Margin 9.8 9.8 0.0 Staff Expenses 8.6 7.8

• 0.8

Overheads 1.5 1.8 +0.3 EBITDA

• 0.3

+0.2 +0.5 % of Gross Margin

• 2.9%

2.4% EBIT (Operating Profit)

• 0.4

+0.1 +0.5 Financial Results

• 1.2

+4.9* +6.1 Profit Before tax

• 1.6

+5.0 +6.6 Extraordinary Results

• 0.8
• 0.3

+0.5 Tax (R&D credit) +0.3 +0.4 +0.1 Net profit (loss)

• 2.1

+5.1 +7.2

Statutory Income Statement

*release of provision based on impairment test on the stake in Denmark, Spain and Finland

NB

28

in €m 2013 2014 2013 2014 Intangible Assets 4.1 4.4 Equity 21.8 28.9 Tangible and financial Assets 37.7 42.7 Provision for bonds 0.6 Receivables 9.5 13.0 Convertible bonds 11.3 10.0 Other Receivables 4.1 1.6 Other Debts 3.0 4.9 Payables 14.6 10.2 Cash 0.6 0.1 Other payables 2.8 3.5 Differed expenses 0.3 0.3 Differed revenue 2.2 4.6 Total Assets 56.3 62.1 Total Liabilities 56.3 62.1

Statutory Balance Sheet

NB

Financial

UPDATE Q1/15

NB

30

Results for Q1/2015

in €m Q1/2013 Q1/2014 Q1/2015 Gross Margin 8.3 8.5 8.4 EBITDA 0.3 0.7 0.9 % of Gross Margin 3.6% 8.2% 10.7%

Another strong quarter

Landmark client wins has been absorbed, from a Gross Margin perspective, by reduced budgets of existing clients (e.g. Bouygues) Positive effect of the restructuring made in 2014 Data & Analytics department supported the growth in EBITDA during the quarter

NB

31

EBITDA 2013-2015

Q1/13 Q2/13 Q3/13 Q4/13 Q1/14 Q2/14 Q3/14 Q4/14 Q1/15 Q2/15 Q3/15 Q4/15

€2.7m €4.5m €5.5-6.0m

+100%

2013+2014 actual; 2015 expected

NB

NB

32

Outlook 2015

NB

33

SWOT Analysis

• Good EMEA & MENA coverage
• A working platform of 450+ people in place

with 20+ Offices

• Full Service Product Offering across all

Performance Marketing Channels plus strong Data Offering

• 100% direct Client Contracts
• No coverage in Eastern Europe, LATAM

and US

• Limited top line growth due to profitability

focus in the last 18 months

• Low trading volume, limited free float and

a low market cap NB’s ability to attract more investors

• Data offering adopted well and puts the

Company into the clients digital strategy

• Facebook is developing into a new lead

product and fuels the growth of the Company

• Clients are consolidating channels and

markets with one agency and NB is positioned perfectly to capitalise on that

• TV will be the next performance channel and

that will fuel NB‘s growth and positioning

• Worldwide consolidation of client

budgets within one agency

• Current shareholder base can only

support part of our future growth potential

• Digital is a highly competitive industry

for talent, NB might lose senior people

Strong core competencies + multiple engines for growth

NB

34

Competitive Landscape

• The big advertising networks act under

their sub-brands (iProspect, …)

• Only Aegis, WPP and Publicis compete

with NetBooster (comparable size)

• Havas, IPG and Omnicom are not

prepared to start the digital future

• No independent & international players

are left

• Biggest agencies are around 50-100

people and focused only on selected regions

• NetBooster is the last unicorn
• All the medium sized companies

disappeared from the map

• Therefore smaller agencies have the

space to develop

• After reaching a certain size they get

bought by the Networks (e.g. Trakken) Big 6 International & Independent Regional Experte

NB

35

Ad Spending Worldwide

40% 28% 4% 26% 2%

• Biggest handicap for NetBooster is missing a presence in the US
• Large US corporations and multinational European companies believe they are

forced by this fact to pick one of the Big 6 media networks to get a worldwide solution

NB

36

XXX

NB

37

NB

38

XXX

NB

39

The Challenge

Target: Deliver a personalised dialogue

Real Time All Channels All Devices

ANY

WHERE TIME DEVICES

NB

40

NetBooster Service Offering

Putting Data and Tech into the heart of our clients strategy!

SEO

Social

CRM Crea tive BI PRM PAID OWNED EARNED DATA & ANALYTICS PPC Affili ate RTB

Combining all channels and… … add Vertical Know-How

NB

41

Our Tech vision in 2014 …

Listen Process Talk

Website CRM Marketing Social Services Retail Open Data Products

Integrated (de-duped) data sets Examine the patterns in historical data and process Learn the characteristics of each audience type

Data Management Platform Machine Learning Web Mobile Email Connected Objects Call Center Instore

NB

42

… we are successfully implementing it!

NB

43

Management Outlook

• 1,000+ employees
• Strong footprint with local
• ffices in US, EMEA, MENA

and APAC by acquiring other mid sized agencies

• Focus on 400-450 large

national (40%) and global clients (60%)

• Positioning of NetBooster as

the best, most innovative and biggest worldwide independent agency for digital growth and transition

• € 150m+ Enterprise Value
• € 500m+ managed

advertising budgets

• € 80m+ Gross Margin (GM)
• 20%+ GM/EBITDA ratio
• € 15m+ EBITDA
• NetBooster is positioned as

the lead consultant for digital transition of Big Brands

• Full Integrated offering incl.

all digital ad-channels

• Strong focus on new digital

channels like Internet-TV and Video Advertising

• Owned and 3rd party full

technology offering: Analytics, DMP, DSP, CRM, AD-Server etc.

Agency Vision Financial Vision Product Vision

Management Outlook for 2017+

NB

44

Share Price (last 12 months)

Low trading volume due to size & low free float

60 70 80 90 100 110 120 130 140 10,000 20,000 30,000 40,000 % Index Shares traded Average Daily Volume - Netbooster CAC 40 EURO STOXX Media Netbooster

NB

45

• Having achieved a certain level of stability, NetBooster now

sees itself being able to develop from being the biggest independent European digital performance agency into the worldwide leader in this segment

• Our corporate finance strategy foresees the use of operating

free cash flows and bridge loan to repay the Convertible Bond in 2016 (as applicable)

• Management has been given a mandate by the Board to start

discussions with potential acquisition targets and to get new investors on board to grow the Company

• 2016 & 2017 will be growth years in terms of number of

employees, world wide coverage and launch of new offerings

Strategic Options

NB

Our Strategic

SUMMARY

NB

47

Strategic Summary

No.1 Independent Performance Agency Long term vision to change the digital advertising agency landscape Entrepreneurial spirit throughout the business 450+ people, 21 locations and 300 clients

NB

48

“The material in this presentation is general background information about NetBooster SA, to date, prepared by NetBooster SA. This information is given in a summary form and does not purport to be complete. This presentation, including forecast financial information should not be considered as advice or recommendation to investors or potential investors in relation to acquiring, selling or transfer by any means NetBooster’s securities. Before acting on any information included into this presentation, one should consider the appropriateness of the information, any relevant offer document and especially should seek for independent financial

• advice. It is reminded that all securities involve financial risks.

This presentation may contain forward looking statements including statements regarding our intent, belief or current expectations with respect to NetBooster’s businesses and operations, market conditions, results of operation and financial condition, specific provisions and risk management practices. These statements are based

• n

the current expectations and assumptions of NetBooster’s management and they are, therefore, subject to risks and

• uncertainties. Many factors can impact NetBooster’s results and performance, thus forecasts and

hypothetical examples are subject to uncertainty and contingencies outside NetBooster’s control. Results and performance can be materially different from any future results or performance that may be expressed or implied by the forward looking statements contained in this presentation. NetBooster does not undertake to implement any of the actions and operations that may be described in the forward looking statements. Moreover, we remind you that past performance is not a reliable indication of future performance.”

Disclaimer

NB

49

Thanks for your attention

www.netbooster.com