Derichebourg SA

PAR:DBG

Good evening, ladies and gentlemen. My name is Abderrahmane El Aoufir, and I am the Deputy CEO of the Derichebourg Group. I want to thank you for taking the time to attend this video conference about the first half year and numbers of the group Derichebourg. We would be happy to answer your questions after the presentations.

And now I will leave the floor to Pierre Candelier, the group CFO, for the presentation.

Good afternoon, ladies and gentlemen. Thank you very much for attending. We have disclosed our press release 15 minutes ago. The slide show that we will go through is also available on our website and the half year report will be available later in the evening. We will go through the slides. After that, you can answer questions through the chat, which you can see with the question mark at the upper part of your screen. So -- and we will take -- I tell it to you right now, we will take the question in 2 parts.

First, your questions about our half year results, and if there are some questions about the Elior investment because I know that some of you are very interested in that. We will answer to them in a second part.

For the key consideration and the key takeout message for the half year results is that the group delivered an outstanding performance. This is indeed the best results in the 6-month period for the group. We have delivered EUR 2.5 billion revenue, EUR 250 million EBITDA, and EUR 118 million net income over the 6-month period. For those who know us for a while, often for full year results, we didn't have such numbers. And the last -- if we check the -- because we started consolidating Ecore on 17th of December, but if we had consolidated Ecore on a 12-month basis, the EBITDA of the group would have been EUR 559 million.

If we go a little more in the detail, the revenue is EUR 2.5 billion, which is an increase by 54% compared to prior year. The EBITDA is EUR 200 million, an improvement by 45%. Current EBIT is EUR 175 million, an improvement by 55% and net income attributable to shareholders is EUR 119 million, which is an increase by 60%.

The Ecore acquisition took place on December 17. We are working on the implementation of the remedies asked by the European Commission. You will see that we have an increase in revenue in both divisions, 70% in the Environmental Services in the context of this scope effect and also higher prices compared to prior year in the recycling division. There are also lower underlying volumes for ferrous scrap on a same scope basis by 10% roughly, which was already the case when we disclosed the press release after our General Meeting of Shareholders. You will see that our unit margin were satisfactory. That Ecore brought EUR 44.8 million EBITDA over 3.5 months, testifying, once again, the group capacity, our ability to integrate the targets. You will see also that we have some increase in energy and staff costs.

In the Multiservices, there is also a positive trend in revenue by 9%, an increase by 9% with a good recovery in Aeronautics, Cleaning in the Spain and Portugal that the EBITDA is stable in that division. We have a little less EBITDA in the Cleaning. Last year, we had some, I would say, additional services in the Cleaning due to COVID context, which I would say, luckily, we did not have to the same extent this year, but these services were profitable, and this is partly offset by a good recovery in Aeronautics.

In the Environmental Service, we had some good margins and promising first months of Ecore integration. The revenue increased by 70% and the EBITDA by 51%. The EBITDA stands at EUR 232 million. The current EBIT is EUR 170 million, which is 58% better than last year. We have hardly any nonrecurring item, which translates into an EBIT by EUR 171.4 million, which is 78.7% better than last year. The ferrous scrap volume have increased by 20% compared to last year. But most of this increase is a scope effect, and it is due to the Ecore acquisition.

As I told before, without this acquisition, the volumes would have been down by 10% on a same-scope basis. Indeed, the manufacturing issues in the automotive industry led to a decrease in scrap purchases on 2 parts of our entries, the end-of-life vehicles of course, is less vehicles are manufactured. The customers have to keep for a longer time their old vehicle and automotive industry is also a big producer of steel waste, and we manufacture or less vehicles, you have less waste.

This resulted in a shortage of ferrous scrap for our customers and translated into higher prices. For nonferrous metal volumes, the increase is by 23%. Once again, it mainly a scope effect due to Ecore acquisition as volumes were stable on a same-scope basis. Unit margins have improved, both for ferrous and non-ferrous metal, and I would say that at the end of March -- for the month of March with some historically high prices.

Just one word. When we speak about that in the perspective of the context of what's going on in our industry. So on that slide, you see the change in commodity prices. You see that during the semester, the 6-month period, we have had some increases for ferrous scrap prices, but also for nonferrous metals and that from April or May on, the trend is a bit reversing. So we have already spoken about these numbers, a 20% volume increase in ferrous scrap, but decreased by 10% of underlying volumes and increased by 23% for the 3.5 months for nonferrous metal and flat underlying volumes.

I would just speak about the price effect because you will see that for the ferrous scrap, the revenue increased by 73% with a 20% volume effect. For the nonferrous metal, the revenue increased by 81% with a 23% volume effect. Average about EBITDA in the Environmental Service division. Last year, we had for the 6-month period an EBITDA by EUR 153.3 million. We have an improvement in the commercial margin for the same scope business. It does not include the Ecore contribution by EUR 52.4 million, which is partly a negative volume effect on ferrous scrap, stable volume effect on nonferrous metals and positive improvement in margins for both segments. This is partly offset by a decrease in service income, increase in employee cost and increase in energy costs. Over the years, this energy cost will be higher because most of this energy cost or at least for electricity started in January. Then in green, you see the contribute -- what Ecore brought as EBITDA for the -- since December, which is EUR 44.8 million. So you see that the first month are up very, very good. And the EBITDA for the 6 months for the Recycling and the Environmental Services division is EUR 232 million. A few words about the household waste collection, we have a slight improvement in services and roughly slight also EBITDA at EUR 12 million.

A few words about the rationale of the Ecore acquisition. The rationale is that we want to increase our footprint on the metallic scrap market, both ferrous and nonferrous. At the time when the group expects that the demand will accelerate in the coming year, due to the site but against global warming. We will speak into more details about that in the perspective and forecast section. And also, we can expect additional volumes for our niche markets and the volume that Ecore collects. You see on the lower part of the slide, a few metrics from Ecore.

We completed the acquisition on December 17 after receiving the authorization to proceed by the European Commission on December 16. We have taken some commitments towards the European Commission in order to be authorized to proceed to the acquisition. We have tried on a single slide to summarize months of discussions with them. So you see the different step of the value chain in column, collection, valorization and trade. And in the few lines in the several specific products that they have identified ferrous metallic waste, nonferrous metallic waste, and they have also identified specific markets, end-of-life vehicles, WEEEs and batteries.

And then you see for each in line and column in green, there was hardly any overlap and few competition issues. In yellow, there was a few competition issue. And in red, there were more competition issue, which results in the remedies, which we proposed to the European Commission in order to give their authorization. We have to dispose 4 valorization site equipped with a shredder in France and 4 collecting sites.

We have also taken specific commitments in order to ensure the viability of the size -- sites when they are sold. Where is the process as of now, we have selected 1 bidder for the takeover of the remedy scope. We are discussing the legal documentation and the signing is expected by mid of June. After that, the purchaser has to be accepted by the European Commission. But they are aware of the decision that we have currently. And the bidder must also filed its antitrust returns. So we expect closing by our term 2022.

Multiservices, you know that we have also the Multiservice division, which was acquired in the mid-20s through the purchase of the tertiary cleaning service ,which is a business which has a different economic cycle, which is a contract business and which is more, I would say, predictable as there are some contracts. So most of it is tertiary cleaning service to energy. We have also industry services, which are outsourcing of services of the automotive industry, had HR entering where we provide temporary staff and 1 specific division where we provide euro bank app spaces services.

So the revenue increases by 8.9%. The EBITDA is stable, nearly stable and as well for the EBIT. You have a more detailed flavor of the services and of the change of each division on that slide. The tertiary solution increased by 4.3%. Cleaning France is stable, which is already good because last year, we have additional service, which we have to a lesser extent this year. Cleaning for Spain, in Portugal increased by 8% and energy increased by 4%. Industry Solutions, Aeronautic services, it increased by 42%, which is very good. Their division recovers well. After 2 difficult years in the COVID context, the momentum is very good, not yet back yet to pre-COVID levels but recovering.

Sourcing RH increased by 7%. It's a mix of organic growth and also recovery in temporary staff services to Aeronautics, which recovers later than our outsourcing services. But it is very understandable. All the companies which are in that business, the first find businesses for their own employee and then they add on top of that temporary staff when their own employee are fully employed. That's the reason why this division is a little back in the growth, but it should increase over the second half.

The Urban Management -- Maintenance, sorry, increased by 16.7%. And there are 3 or 4 subsidiaries in that division, and they all increased their revenue nearly to the same extent. If we look at the EBITDA, we have a decrease by EUR 2.8 million in the Tertiary division. EUR 1 million is explained by a nonrecurring cost on the contract, indeed, the contract that we did not start over the nonreliable customers that we have committed to some costs, and we are trying to recover then from team. But it's not certain as of now. And the other EUR 1.8 million is the impact of the lesser COVID services.

In the Industry, the EBITDA improved by EUR 1.7 million as a result of the revenue increase, recruiting is becoming the new difficulty, which is indeed the good news. Sourcing RH, the EBITDA increased by EUR 1.7 million due to overhead savings in the context of the merger of the 3 subsidiary, which were active priorly in that division and also improvement in revenue.

The Urban Maintenance, the EBITDA decreased by EUR 0.7 million. Indeed, the most of the decrease comes from one subsidiary where we have a number of difficulties and we are negotiating the disposal of that subsidiary for the time being. On the parts, not much to say. You're seeing significant, you can read everything on the site.

On the balance sheet side, you see that most lines of the balance sheet changed significantly, which is due to the Ecore acquisition. So -- and what I want to say for that page is that we have a preliminary goodwill for the Ecore acquisition, which is EUR 231 million. We will finalize this goodwill for the September accounts. Equity, this is higher equity, which is ever recorded in the group. And debt, of course, there is an increase in the debt, which is due to the Ecore acquisition, where you will see with more detail on the next page.

We had, in September, a debt of EUR 195.7 million. You see the big break, which is the Ecore acquisition, EUR 423 million, which is roughly the enterprise value of Ecore, which we have acquired. Our EBITDA, which is in green. You'll see that a significant part of this EBITDA is offset by an additional working capital requirement.

A few words on that, the EUR 97.7 million, this is an increase in working capital requirement for the historical Derichebourg business and also the increase at Ecore but only since December 17. Why this increase in working capital? You will see when we have our annual report that our inventories have increased very much because it's not the quantities. They have a little increase, but it's mainly the unit prices as we have historic prices, historic high prices and that we have inventory. The value has increased significantly. We expect that if -- most of the extent reverse over the second half of the year, because the prices may be a little lower. And also we have some, I would say, also synergies with the Ecore acquisition at the level of inventory, which we have not incurred yet.

CapEx is EUR 78 million, which is, I would say, lower that we expect compared to our EBITDA. Indeed, we have committed to lower, higher commitments CapEx than that. But our suppliers, they have problems to deliver us. Semiconductors, logistic disruption. And I would say that CapEx will come over H2 and also next year. And I recall our guidance to be roughly below 50% on a multiyear basis compared to our EBITDA.

The other break income tax, EUR 35 million. It will increase significantly over H2. The dividends, there will be no other dividends over second part of the year. I recall the dividend policy of the group, which is to pay a maximum 30% dividend compared to prior year net income, and we have reclassified some assets according to IFRS 5 to be disposed in the context of the remedies that we have to sell towards -- because of the commitments that we have taken with the European Commission and also due to the subsidiary, which is under disposal and this results into a reclassification of debt of EUR 14 million. The last 12 months pro forma EBITDA is, as I said before, EUR 559 million. This does not take into account the effect of remedies, which will have to come. This will be roughly, I would say 4% EBITDA. And the pro forma leverage ratio is currently 1.12.

We will go very rapidly into that pages, just to say that at the end of March, we have a very good schedule on our liquidity, nearly EUR 600 million and that we have also very good visibility on our credit lines. The first significant credit line to mature is our factoring facility, which matures on December 23, but every year, we -- it's rolling on a yearly basis.

I will give the floor to Abderrahmane El Aoufir for the outlook of the group.

Thank you, Pierre. It's very competent in the future of the Recycling industry. We are seeing that the European Union is pushing for the carbonization of the industry. A lot of steel makers are planning to switch their steel production from blast furnace to electric arc furnace, which will trigger more consumption of scrap. And for us, this will keep a high level of prices. So we are very confident in the future. And all this will happen in the coming 3 or 4 years.

In terms of Ecore acquisition, we are working now on the implementation of the second part we have already achieved, I would say, 50% of the -- 50% to 60% of the synergies. We are now working on the second part of the synergies. This will happen between, I would say, September and December this year. And we are also expecting to benefit from the synergies and the decision in terms of CapEx that we have implemented 2 years ago in Spain. We have invested in a second lead furnace which will start in the second week of June. And we have also increased the treatments of the WEEE, the Waste of Electrical and Electronic Equipments by 50%. And also this will start in July. So we are confident for the long term and the perspectives of the industry.

It is true that's here and there, we are talking about the recession because of the events and the geopolitical events that are happening now were taking place in Europe since 3 months now. And it may -- we may have a slowdown of the activity, we may have a recession, but this will be for the short term. But for the long term, we are very confident that our business model will continue.

For the Multiservices, we have, over the last 5 years, showed that there is a very good trading dynamic and it is now accelerating with the Aeronautics business because as we have seen now that, I mean, we are going back to a normal situation and the flights are back and the demand, for example, for new airplanes are very strong, and this will help us to recover this sector that have suffered a lot from the pandemic in the past.

So overall, very positive about the future. I think now I adjust -- okay.

So you see here the next step of our financial year. I will now speak about an event which did not take place over the H1, it plays more recently. But I know that many of you are interested in that and that some of you have a question about this, which is the minority stake, which we have -- the group purchased in Elior. First, some facts. On the 19th of May, there were the announcements that the purchase of a minority stake in Elior, 14.7% purchased from BIM, which is controlled by Elior co-Founder, Robert Zolade and also Gilles Cojan. Derichebourg becomes Elior's largest shareholder. The base price is EUR 5.65 per share, plus a possible earn-out capped at EUR 1.35, but only if the share price increases over EUR 5.65, which will be very happy if it takes place.

Of course, there are some usual provisions. It will be paid before June 30, and Derichebourg had already 4.93% of the company purchased on the stock exchange, which results in 19.6% stake. You see on the lower left part of the page, in the Ecore -- Elior sorry, change in the share price over the 5 past years. You see that until the start of the pandemic, the company, the share price was steadily over EUR 12. That it decreased significantly with COVID, and there was, I would say, second stake of decrease after the Former CEO resigned. The average for 1 year is EUR 5.41, the premium of the basic price is 4% over that. Although the 6 months average, the premium is at 27%. And of course, our more recent 3 months, for example, the premium is 80% because the share decreased significantly.

We have filed on the 20th of May with the AMF a declaration in terms for the next 6 months. We have the possibility to increase our shareholding up to 30% maximum. We have no intent to launch a takeover bid. We are supportive of the Board of Directors, and we intend to ask for 2 seats at the Board of Directors. I'm sure that many of you have questions about -- because we have read in the press release, in some analyst investor, on the newspaper there are some questions of the rationale of this minority stake purchase is the dominated feeling will be happy to answer your questions.

But what we can say that for media contracts in the facility management for CAC 40 customers, our largest international customers, their offer outsource together the catering and the cleaning. And catering, we did not have that activity in our portfolio. And often, either we cannot answer to this contract or we have to find a partner to answer to these contracts.

What we hope that, of course, with respect to independence of both groups and competition regulations that we will be for our Multiservices division in a better position to answer this large facility management contracts. There are also -- there is also a service division at Elior, which is smaller than the group Multiservices division and maybe there can be also some I would say, good practice, of course, always with being paying attention with meeting the criteria of competition regulation and independence of both groups that they can lease maybe some cooperation with both groups.

But first, as we already said, we will have 2 seats at the board. We do not control the company. We will observe what happens at the Board, and we are supportive of the Board of Directors. Many of you are familiar with the Elior Group, which has 2 divisions: the Contract Catering and the Facility Management solution, which is a group which is #3 in catering in Europe, but #1 in France, #1 in Spain, #1 in Italy. So you see many very big places and a large market share, #5 in the U.S.A. Last year, EUR 3.7 billion revenue for the group. Only EUR 100 million EBITDA. But in the past, the EBITDA was in the region of, I would say, EUR 300 million and 99,000 employees.

So catering is 90% of the revenue services; 10%, geography; 46%, France; international, 54%. And you see that the revenue is well balanced between business and industry, education and health care. Of course, we are aware of the challenges of the company that in the business industry, post-COVID the revenue will certainly not come back rapidly to pre-COVID level and that we can expect that comes more rapidly to pre-COVID level in education and health care.

So that's all for our -- sorry for being so long that we're happy to disclose in detail our results and also to speak about also this minority stake purchase in Elior. You can ask some questions through the chat, which is a question and also button in the lower upper part. We already have some questions. We will answer first the question about the results and then the question about Elior.

So there are some questions about the group results, which are the details of the synergy expected and quantify them. And what would be the revenue without Ecore, the synergies is about Ecore sorry, Ecore here sometimes. Mix up about the little synergies, with Ecore and the revenue, it's about what would it be without Ecore.

I will give the floor for Abderrahmane El Aoufir for the synergies, but I would say that for the revenue, it started to be difficult to answer because there were some trade flows between the companies, and it's not easy to answer to that.

But we can give just an idea about the revenue last year for the full fiscal year of Ecore was EUR 1.2 billion. Roughly speaking, Pierre.

EUR 1.5 billion.

EUR 1.5 billion last year. So it gives you in our flavor of what could be the revenue this year. And their EBITDA last year was EUR 124 million.

EUR 120 million. EUR 120 million.

EUR 120 million EBITDA.

Abderrahmane, do you want to speak about the synergy which we expect.

Yes, we have anticipated synergies of an amount of EUR 20 million. The majority of them, they come from transportation because our footprint is more important with Ecore, and we -- I mean, obviously, there are some savings in the transportation and there are other savings. I would say that the majority of the savings in transportation have been achieved now, and we have, I mean, adjusted -- put in place the rationale of the movements, I mean, between the purchase and the sales.

Now there are other synergies that we are implementing. And we think that the implementation will end up by the year-end, the calendar year-end, not the fiscal year-end, but -- so we are planning out EUR 20 million. So maybe we will have some positive news and maybe we will be beyond our expectations. But it's at least what we have planned.

There is a question, but what would have been the EBITDA without the Ecore of H1. So you have the figures in the presentation. It would have been EUR 44.8 million less. Can we have an idea of the remedies in term of EBITDA.

Not so easy to answer to that question. But roughly, I would say EUR 20 million, EUR 25 million under current economic conditions, which are very good. Of course, if the market where even better, it will be higher and which is worse, it would be less than that. There is no deferred contingent payment related to the Ecore acquisition.

There are some questions about the process of the sale of Ecore, of the remedies that we have already spoken about that. We will not give the value of the sale tonight. We say it, when it is completed. The process were already maybe some of you were late. And so we have selected 1 bidder, and we have to conclude before June 16. We are working very hard on the legal documentation, but it is fairly complicated because there are some notary, which have to take place. There are big sites, which means 8 contracts. There is also some French ICP regulation involved in that. So it's indeed a fairly complicated process but we expect to be on time. And a question about the gross margin per ton at H1. Indeed, we do not answer to that question because we do not want to give things to our competitors. But you can -- if you take with...

In the bridge...

I think you can...

In the EBITDA bridge, there is an expectation, I mean, how much -- I mean, the gross margin has improved.

Unless I've missed the question, I think it's all for the questions for the H1 results. And after that, we have questions about the Elior acquisition. Just give me one second on to summarize them.

So there are some questions about the price, what was such a high premium. So you have seen on the chart, which we have disclosed that the magnitude of the premium depends of the horizons, which we look at. Of course, there is a big premium if you look at the spot price. But if you look at a 1-year period, because I think there was a bit of the market was not confident with Elior anymore since the business of -- since the resignation of the CEO. And we were not very sure that the share price on a day-to-day basis was representative of an interesting value.

So if you look on the larger horizon magnitude, 3 months, 6 months or 1 year, you see that the premium is much lower. Also, one issue. BIM had the largest shareholding in Elior, 3x the shareholding of the next shareholder. Of course, it's not a controlling share, but nevertheless, the sales are the premium. We can say -- we can speak for hours or more than that if the premium is low, high, but it's a premium that the group was ready to pay for this EUR 47 million and there are some technical questions about the earn-out mechanism. Indeed, it starts with a share price at EUR 5.65 and roughly -- most of the accretion value for the 2 years because this earn-out is between January '23 and December '24. If the share price exceeds for certain period at the end of the -- of BIM EUR 5.65, which I repeat, we will be very happy if it happens.

Most of the value is attributable to BIM with a cap of EUR 1.35. Why is -- we need to pay immediately this amount. It's not for us. It's an agreement between the parties. Then we have some questions -- there are some questions about the negotiations. I would say it's not very interesting. What I just can say is that the negotiation were very, very short. And then we have some questions about the rationale of the investment. What is our investment horizon, what are the targeted synergies how do we consider Elior steps.

So will we first answer these questions. So investment of horizon is very long term. Everything that the group does is long term, we are not financial investors. We are industry investors and Mr. Derichebourg and together, we have Abderrahmane, they have a long-term strategy. That's what we can answer on that.

So it means that there will be no rapid synergy. We're aware of that. As I said before, we will be upsell the Board. We will try to see if it makes sense to answer together to some bids on the Multiservice market. But first, we have to answer the bids, be awarded the contracts and then start delivering the service and have the synergies of that, but it will take some months. Abderrahmane, do you want to add something on that?

No, no. I think that you have said is all just there was this opportunity and I mean we took it, and we will see, I mean, in the near future, how the evolution of it.

Additional questions about Elior minority stake investment. If we will go up to 30% what -- in the declaration of intent to say that we do not exclude to buy additional shares. So you will see the developments in that matter. About the debt of Elior, of course, it's a significant debt, EUR 1.2 billion. We are aware of that. As of now, as I said before, we are minority investors. We are -- we have 2 seats at the Board. Some of you have -- because we already contacts with some of our analysts, some of you has asked us which are the next steps. We want also to answer that questions.

The story, the next pages, they are not working yet. Maybe if we meet in 6 months or 5 months, 3 months, in 1 year, it depends. Maybe we would be in the same position and nothing would have happened more. And maybe we will have some small JVs, some contracts. Maybe because some of you have said to us, they have a service division. We have a service division. Would it make sense? It's very too early to speak about that. First, we are at the Board and we will upsell.

Just an additional point about that. Some of you have ask for us how it impacts our ratio. What we can say is that with the current level of the EBITDA of the group, it impacts our debt-to-EBITDA ratio, but the money that we are committed to in Elior is EUR 0.3 term of EBITDA. So we are at EUR 1.12, impact by EUR 0.3 more. I think we have answered most of the questions, all the questions. There is another question about -- so it's about the Derichebourg Group, not Elior. Is the EUR 559 million EBITDA targets for the world exercise?

I would say that the market conditions, which prevailed in order to deliver this EBITDA, they were under, I would say, steadily increasing prices, which enabled us to make the profits, which we expect to each unit margin that we sell because you know that we take to work with fixed unit margin. And in addition to that, we made, I would say, extra margins due to our inventory, which we try to be as low as possible, but which is nevertheless a few hundreds of tons, 200 tons, I would say, 250 tons. And we made extra margins on that, both our ferrous and nonferrous metals.

And over H2 in order to do the same, it would mean that the price, I would say, it implies underlying assumption and that the price continues to increase. I would say it was the case in April. It was not the case in May because the prices started to decrease. We don't know how it will take place in June. But I would say that we are at least 1 month where we will not have this -- the actualization of this assumption.

But at the same time, I would add, Pierre, that on a like-for-like basis, the cumulative numbers as of the end of May will be better than last year. I mean taking the Derichebourg alone on a standard basis, on a stand alone basis, will take in GDE on a stand alone basis. So we don't know about the last 4 months of the fiscal year. But so far, I mean, our numbers are better than the last year. Combined on a stand-alone basis.

So I think there are some other questions about, I would say business issues. So we cannot answer in that call. So I think we have answered most. Nearly all the questions which are on the chat. Maybe if someone wants to add an additional question.

So I think that I do not see any pop up of additional questions. So thank you very much for attending this call. We wish you a very good weekend for those we -- because in France, most of the people, many, who will have 4-day weekend, not for all of us, unfortunately. And we wish you a very good weekend, and we will be happy to disclose you our half year results at the beginning of December.

Thank you very much.

Thank you all for taking the time to attend this video conference. All the best.