Water-as-a-Service
February 2018
TM
Water-as-a-Service February 2018 Safe Harbor Statement Statements - - PowerPoint PPT Presentation
TM Water-as-a-Service February 2018 Safe Harbor Statement Statements in this presentation regarding managements future expectations, beliefs, intentions, goals, strategies, plans or prospects, include, without limitation, statements relating
TM
2
Statements in this presentation regarding management’s future expectations, beliefs, intentions, goals, strategies, plans or prospects, include, without limitation, statements relating to AquaVenture’s strategic focus; expectations regarding future business development and acquisition activities; its anticipated impacts and incremental costs related to recent hurricanes; its expectations regarding performance, growth, cash flows, and margins from recently completed acquisitions; its expected margins and the impacts thereon from various customer contracts; and the impacts on operating results of the timing, size and accounting treatment of acquisitions constitute forward-looking statements. Forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “could,” “could increase the likelihood,” “estimate,” “expect,” “intend,” “is planned,” “may,” “should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including those risks, uncertainties and factors detailed in AquaVenture’s filings with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, AquaVenture’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. AquaVenture is providing the information in this presentation as of this date and assumes no obligations to update the information included in this presentation or revise any forward-looking statements, whether as a result of new information, future events
3
Doug Brown, Founder, Chairman & CEO of AquaVenture
Anthony Ibarguen, President of AquaVenture
Lee Muller, CFO of AquaVenture
and corporate finance
ContourGlobal
4
Differentiated, high- margin Water-as-a- Service (WAAS) business model Recurring and contracted revenue Experienced management team with a demonstrated track record of driving growth
1 2 3
3 2 1
Water-as-a-Service
$
5
Seven Seas Water (SSW) (~49% of Revenue (1))
Bulk Clean Water Supply Platform
reuse services
Virgin Islands and Dutch St. Maarten – Significant plant operations in Trinidad and Curacao – Began operations in Peru in October 2016 through Bayovar acquisition
situations
Quench (~51% of Revenue (1))
Point-of-Use (POU) Water Filtration Platform
related services in the U.S.
company-owned units in over 250 metropolitan statistical areas (MSAs) across North America (2) – Customers include more than half of the Fortune 500
– Implied average rental period is over 11 years – ~8% annual unit attrition rate as of September 30, 2017
Water Coolers Coffee Machines Ice and Sparkling Water Machines
Quench 160 Quench 152 Quench 750 Quench 735 Quench 810 Quench 980 Quench 975 Quench 525
(1) Based on first nine months 2017 revenue (2) 2010 U.S. Census.
6
As the world gets wealthier, it becomes thirstier
Non-agricultural water demand is growing by 26 billion cubic meters per year
an increasingly economical solution due to improved technology
2004 2014
Global Contracted Desalination Capacity(2) Water use up 327% Population up 138% ~24 billion GPD
2015
~11 billion GPD
Note: MGD = Million gallons per day
(1) Source: Beyond scarcity: Power, poverty and the global water crisis, Human Development Report (HDR), United Nations Development Programme, 2006 (2) Global Water Intelligence (GWI) Desalination Markets 2016 report.
2.0 3.0 4.0 5.0 6.0 7.0 1950 2000
Population (billions)
400 600 800 1,000 1950 2000
Non-Agricultural Water Use (km3/yr)
16.4% 23.5% 30.7% 0.0% 20.0% 40.0% 2010 2015 2020E
Point-of-Use Market %
7
(1) Beverage Marketing as reported by Fortune Magazine (2) ValleyWater.org and SunTimes (3) 2015 Zenith USA POU and Bottled Coolers Report
8
Outsourcing of a Non-core Activity to Water Experts Limited Upfront Capital Investment Higher Reliability and Better Quality More Predictable Lifecycle Cost Healthy, Hassle-free and Environmentally Sustainable Contracted, Recurring Revenue Attractive Unit Economics, High Margins and Strong Cash Flow Attractive Return on Capital Deployed Strong Customer Retention Significant Opportunity to Expand and Extend Customer Lifetime Value
Year Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15
Illustrative Plant Assumptions Initial Plant Investment (1) Year 1 Plant Revenue Year 1 Plant Unit Cash Flow (2) ~$50mm ~$12mm ~$9mm
Initial contract period of 15
years
Function of capacity and commercial
terms
Contracts include inflation protection
and customers typically pay for electricity directly
9
Indicative Cash Flow Profile For An Illustrative Plant
Plant Unit Cash Flow (2, 3, 4) Cumulative Plant Unit Cash Flow (2, 3, 4) Bulk Clean Water Platform
(1) Initial plant investment is defined as the initial cash outflow related to plant capital expenditures and/or long-term contract costs; actual initial plant investments may vary. (2) Plant unit cash flow after initial plant investment (year 0) is net income before depreciation and amortization, net interest expense; income tax expense (benefit) and intercompany allocations. (3) The illustrative model assumes an annual increase for inflation of 2% to both revenues and operating expenditures. (4) The cash flow profile for an illustrative plant is based on a plant that is built, owned and operated by us; the cash flow profile for an acquired plant may differ.
Unit economics for acquired or future company-built plants may vary significantly from this illustrative example. Examples are not forward-looking statements nor a target for future investments.
Year 0
Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11
10
(1) Initial POU investment is the initial cash outflow related to POU unit capital expenditures, POU installation costs, sales commissions and lead generation costs; actual initial POU investments may vary. (2) POU unit cash flow after initial POU investment (year 0) is defined as net income before depreciation and amortization, net interest expense, income tax expense (benefit), gain or loss on disposal of assets and general overhead
expenditures.
(3) The POU rental contract term is typically three years and includes an automatic renewal provision. The illustrative example assumes an implied average rental period of more than 11 years based on an annual unit attrition rate of 8%. (4) The illustrative example assumes: (i) higher POU unit cash flow in year 1 due to lower field service costs and (ii) lower POU unit cash flow in year 8 due to additional POU unit capital expenditure and related POU installation costs for
the replacement of the POU unit upon reaching its estimated useful life of 7 years. The actual timing of a replacement may differ.
POU Water Treatment Platform POU Unit Cash Flow (2, 3, 4) Cumulative POU Unit Cash Flow (2, 3, 4)
Illustrative POU System Assumptions Initial POU Investment (1) Annual Revenue Annual POU Unit Cash Flow (2) ~$900 ~$600 ~$400
Typical initial contract period of 3
years
Function of POU unit type and
commercial terms
Annual unit attrition rate of 8%
implies an average rental period of more than 11 years resulting in the generation of long-term cash flows Unit economics for a POU installation may vary significantly from this illustrative example. Illustrative examples are not forward-looking statements nor a target for future investments.
Indicative Cash Flow Profile For An Illustrative POU Installation
Year 0 Replacement capex
23.1% 27.2% 31.5% 2H'14 2015 2016
11
Expanding margins due to economies of scale and operating leverage
Note: Chart begins in 2H14 to reflect AVH margin performance since its acquisition of Quench in June 2014; half year figures represent sum of respective quarters. 2016 Results do not reflect $1.4m of cash collected on the design and construction contract acquired in our Peru acquisition
(1) Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue.
Illustrative Revenue Time Illustrative Revenue Time
12
Bulk Clean Water Platform
Contract Amendment 1
customer Contract Amendment 2
Original Contract Original Unit Rental
years Contract Renewal
years Additional Water Cooler Rentals
New Products and Services
rentals
Point-of-Use Water Filtration Platform
Note: Illustrative lifecycles are not to scale.
13
Latin America – Committed to providing water treatment
solutions for potable, ultrapure and reused wastewater in Mexico, Chile, Colombia and Peru
North America – Pursuing brackish and seawater RO solutions
to supplement potable and industrial water supplies in Texas and other U.S. states
Middle East – Presently focused on projects in the Middle East
with certain desalination project support services already provided in Saudi Arabia
Caribbean – Identified opportunities in Curacao, Trinidad, and
throughout the Caribbean
Africa – Recently executed an agreement purchase the
majority interest in a Ghanaian desalination plant.
Global Bulk Water Expansion
Experienced sales teams in many major metropolitan areas National account and industry vertical sales teams focus on large corporates and specialized
end markets
Online marketing capabilities drive cost-effective customer acquisition Significant sector consolidation opportunities
– Hundreds of smaller independent providers and selected larger regional competitors serving a majority of the POU market (1)
Expanding National POU Sales Capability Quench sales locations SSW expansion opportunities
Note: Map information as of 6/30/2016.
(1) Zenith International Ltd (USA Bottled Water Coolers and Point of Use Report 2015, published February 2016); management estimates.
Successfully executed 18 acquisitions since 2008 (1) We proactively identify and approach assets or companies which we believe are attractive targets In our experience, companies which own and operate a single SWRO plant are receptive to our approach because: – A lack of SWRO operating expertise typically leads to subpar operating performance and an unreliable water supply – It provides them an opportunity to raise cash by selling a non-core activity – Recent experience in proactive sourcing:
In the POU market, there are hundreds of independent local and regional operators (2). We target strategic acquisitions that enable us to grow into new territories or increase customer density in existing territories – Recent experience in proactive sourcing:
14
(1) Includes Quench acquisitions prior to its June 2014 acquisition by AquaVenture Holdings. (2) Zenith International Ltd (USA Bottled Water Coolers and Point of Use Report 2015, published February 2016).
Note: Accurately predicting if or when a specific acquisition will occur is challenging, if not impossible. The timing, size and accounting treatment of an acquisition will impact our quarterly and annual operating results.
15
– Executed binding agreement with Abengoa Water, S.L.U. to purchase 56% economic interest in Accra, Ghana desalination plant – Base purchase price of ~$26 million, subject to adjustments – Capacity to deliver 18.5 million gallons per day of potable water – Opportunity to purchase remaining 44% ownership of the plant – Targeting to close by end of Q2’2018, subject to material conditions precedent
– Purchase price of ~$3 million – Capacity to deliver 200 thousand gallons per day of potable water – Targeting to close within next 2 months, subject to approval of the Central Bank of The Bahamas
– Purchased POU assets of Clarus Services (Richmond, VA) and Watermark USA (Philadelphia, PA) – Combined purchase price of ~$1.6 million – Expected to add ~600 customers and ~1,500 units, bringing total installed rental unit base to over 97,000 units
$27.1 $27.6
$- $5.0 $10.0 $15.0 $20.0 $25.0 $30.0
Q3 2016 YTD Q3 2017 YTD
16
Q3 2017 YTD Highlights
Completed $150M debt financing on August 4, of which ~$100M
was used to retire existing debt. The financing is a non-amortizing loan that extends AVH debt maturity and accommodates AVH growth objectives
Acquisition of Wellsys on September 8 enables Quench to
participate more broadly in the global point-of-use market and provides an opportunity to develop, source and distribute Quench- exclusive innovative coolers and purification offerings
Acquisition of Pure Water Innovations in Raleigh on June 1 and
Quench Canada in Toronto on August 1 adds 1,000 customers and 2,400 units to Quench rental base and expands geographic presence in North America
Executed amendments to the BVI Water Purchase Agreement and
BVI Loan Agreement on August 4, 2017 $27.8 $67.1 $100.3 $114.1 $7.6 $18.8 $27.3 $36.0
2013 2014 2015 2016 2013 2014 2015 2016
Annual Financial Performance ($ in mm)
Revenue Adjusted EBITDA
+68% CAGR +60% CAGR
Adjusted EBITDA plus cash collected on the design and construction contract(2)
($ in millions)
Revenue
($ in millions)
Adjusted EBITDA(1)
($ in millions)
31.1%
$27.1 $33.7
$- $10.0 $20.0 $30.0 $40.0
Q3 2016 YTD Q3 2017 YTD
32.1%
$84.3 $88.8
10 30 50 70 90
Q3 2016 YTD Q3 2017 YTD
(1) See appendix for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to its most comparable GAAP financial measure. (2) See appendix for a description of the cash collected on the design and construction contract we acquired in our Peru acquisition.
17
Balance Sheet As of September 30, 2017: As of December 31, 2016:
$118.1M $95.3M
$175.0M $143.7M
$127.5M $75.9M
$559.0M $536.7M
18
Cash Flow Highlights Nine months ended September 30, 2017: Nine months ended September 30, 2016:
$11.9M $11.9M
$3.4M $ –
$11.9M $16.6M
(1) Included in net cash in investing activities and not in net cash from operations.
19
Plant Location October 2016 October 2017
A 138.7 121.4 B 56.7 66.8 C 69.4 88.4 D 81.6 89.4 E 6.2 4.2 F 11.2 14.4 G 2.4 4.4
Tota tals: 36 366. 6.2 2 38 389. 9.0
20
Water-as-a-Service
Long-term, contracted and recurring revenue Strong unit economics, margins and cash flow Rapid payback period and attractive rates of return on investment Strong customer retention with opportunity to increase customer lifetime value Highly fragmented market with significant opportunity to grow
22
($ in thousands)
Adjusted EBITDA, a non-GAAP financial measure, is defined as earnings (loss) before net interest expense, income taxes, depreciation and amortization as well as adjusting for the following items: share-based compensation expense, gain or loss on disposal of assets, acquisition-related expenses, changes in deferred revenue related to our bulk water business, enterprise resource planning (“ERP”) system implementation charges for a software-as-a-service (“SAAS”) solution, initial public offering costs, gains (losses) on extinguishment of debt and certain adjustments recorded in connection with purchase accounting for acquisitions. Adjusted EBITDA should not be considered a measure of financial performance under GAAP. Management believes that the use of Adjusted EBITDA, which is used by management as a key metric to assess performance, provides consistency and comparability with our past financial performance, and facilitates period-to-period comparisons of operations. Management believes that it is useful to exclude certain charges, such as depreciation and amortization, and non-core operational charges, from Adjusted EBITDA because (1) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (2) such expenses can vary significantly between periods as a result of the timing
Adjusted EBITDA Margin, a non-GAAP financial measure, is defined as Adjusted EBITDA as a percentage of revenue.
Net loss $ (7,920) $ (8,248) $ (3,052) $ (19,220) $ (4,089) $ (7,335) $ (1,502) $ (12,926) Depreciation and amortization 12,771 11,060 — 23,831 12,271 10,192 — 22,463 Interest expense (income), net 2,980 2,826 (232) 5,574 5,197 3,065 (31) 8,231 Income tax expense 2,424 221 — 2,645 2,633 — — 2,633 Share-based compensation expense 6,084 2,528 440 9,052 843 601 11 1,455 Loss (gain) on disposal of assets (22) 906 — 884 6 933 — 939 Acquisition-related expenses 801 139 — 940 935 — — 935 Changes in deferred revenue related to our bulk water business 697 — — 697 855 — — 855 Initial public offering costs — — — — — — 367 367 ERP implementation charges for a SAAS solution — 1,820 — 1,820 — 2,109 — 2,109 Loss on debt extinguishment 820 569 — 1,389 — — — — Adjusted EBITDA $ 18,635 $ 11,821 $ (2,844) $ 27,612 $ 18,651 $ 9,565 $ (1,155) $ 27,061 Adjusted EBITDA Margin 43.1 % 25.9 % — % 31.1 % 45.5 % 22.1 % — % 32.1 %
Nine Months Ended September 30, 2017 Seven Seas Corporate Water Quench & Other Total Nine Months Ended September 30, 2016 Seven Seas Corporate Quench Total & Other Water
23
($ in thousands)
Cash collected on design and construction contract. In our Peru Acquisition, we acquired the rights to a design and construction contract that includes monthly installment payments for the construction of the related desalination plant and related infrastructure, which continue until 2024. These payments are guaranteed by a major shareholder of our customer and accounted for as a note receivable as a result of the structure of the contractual arrangement, which differs from existing contracts in our Seven Seas Water business. We understand that many in the investment community present the combination of our Adjusted EBITDA and the cash we collect from the design and construction contract acquired in our Peru Acquisition. Cash collected on the design and construction contract, which includes both principal and interest, was not accounted for as revenue in the consolidated financial statements. We also use this combination in evaluating our performance (including in measuring performance for a portion of the compensation of our executive officers). In this regard, and for the sake of convenience, the combination of our Adjusted EBITDA and the cash collected
Cash collected on design and construction contract $ 6,078 $ — $ — $ 6,078 $ — $ — $ — $ —
Nine Months Ended September 30, 2016 Seven Seas Corporate Water Quench & Other Total Nine Months Ended September 30, 2017 Seven Seas Corporate Water Quench & Other Total
Adjusted EBITDA plus cash collected on design and construction contract $ 24,713 $ 11,821 $ (2,844) $ 33,690 $ 18,651 $ 9,565 $ (1,155) $ 27,061
Nine Months Ended September 30, 2016 Seven Seas Corporate Water Quench & Other Total Nine Months Ended September 30, 2017 Seven Seas Corporate Water Quench & Other Total
desalination demand
– Global water demand estimated to exceed supply by ~40% by 2030 (1) – Solutions include increasing the available supply of clean water (e.g. desalination and wastewater reuse), using existing supplies more efficiently or demand-side management
economical solution
– Seawater Reverse Osmosis (SWRO) technology more efficient than thermal desalination – Membrane and pump technologies have improved – Energy recovery advancements reduce electrical consumption
– Pretreatment: feedwater screened and filtered to remove suspended materials – Reverse Osmosis: water pumped through membranes at high pressure; water passes through the membrane, dissolved materials and organics do not – Post-treatment: depending on end user specifications, water is re-mineralized and treated with chemicals
24
Historical and Projected Desalination Capacity (2)
(2006-2026, billions of gallons / day)
Distribution of Earth’s Water (3)
Cumulative Capacity 6% CAGR Half of the world’s population lives within ~40 miles of the sea
(4)
(1) “Charting Our Water Future” report. 2030 Water Resources Group. (2) Q2 2016 GWI desalination markets forecast; contracted desalination capacity. (3) United States Intelligence Community Assessment: Global Water Security. (4) United Nations Environment Programme.
Oceans: 97.5% of the Earth’s Water Supply
10 20 30 40 50 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024 2026 Cumulative Capacity
25
Seven Seas Water (SSW) Seven Seas Water provides pure, potable water supply
solutions in countries where fresh, safe, clean water supplies are limited thereby ensuring the health and safety
expertise in overall water management and operations to deliver reliable and affordable pure water supplies in an energy efficient way.
for potable water, the demand for industrial water is also rapidly increasing.
solutions to the Industrial sector helping to minimize the depletion of fresh water resources available for human consumption.
highly efficient process designs to optimize its water treatment systems, which we believe results in the lowest possible energy consumption and carbon foot print.
replacing thermal desalination plants, which use energy inefficient distillation technology, into reverse osmosis facilities which are far more energy efficient.
wastewater treatment technologies that allow for water re- use for industrial and agricultural purposes.
Quench Quench's mission is to deliver the best water filtration
systems for businesses in a sustainable, environmentally friendly, and cost-efficient way.
solutions.
point-of-use (POU) water coolers kept more than 22 million 5-gallon plastic jugs from entering the waste stream.
water cooler (BWC) business consumes 140 million kilowatt hours of electricity, wastes 2.7 billion gallons of water, burns close to 6 million gallons of fuel, and dumps more than 35,000 tons of waste into landfills each year.
water, reduce dependence on petroleum, and help reduce the emission of greenhouse gases.