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Intertrust N.V. Q4 and Full Year 2015 unaudited results

10 February 2016

Amsterdam, 10 February 2016, Intertrust N.V. (“Intertrust” or “Company”) [ticker symbol INTER] a leading global provider of high-value trust and corporate services, today announces fourth quarter and full year 2015 results.

To read the full version of the press release click here.

Intertrust reports strong financial and operating performance in 2015

Intertrust began trading its shares on Euronext Amsterdam on October 15, 2015 following a successful Initial Public Offering (IPO).

In € millions

FY 2015

Adjusted revenue 344.9
Adjusted EBITA 140.4
Adjusted Proforma EBITA* 141.7
Adjusted EBITA Margin 40.7%
Adjusted EBITA Margin excluding acquisition and on a constant currency basis 41.2%
Adjusted net income** 101.4
Adjusted net income per share (€)*** 1.19

 

  • Adjusted revenue of €344.9 million grew 16.6%. At constant currency and excluding acquisitions, Adjusted revenue grew 8.1%.
  • Adjusted EBITA of €140.4 million. On a constant currency basis and excluding acquisitions, Adjusted EBITA grew by 7.8%. Including the contribution of CorpNordic for the first 6 months of the year, Adjusted Pro Forma EBITA* of €141.7 million.
  • Adjusted EBITA margin of 40.7%, excluding acquisition of CorpNordic and in constant currency Adjusted EBITA margin of 41.2%.
  • Strong operating cash flow conversion of 97.0%.

*Adjusted Proforma EBITA is composed of Adjusted EBITA plus the Adjusted EBITA for CorpNordic for the pre-acquisition period between January and June 2015 of €1.3 million. Adjusted Proforma EBITA margin in FY2015 is 40.4%
** Adjusted Net income is defined as Adjusted Ebita – proforma post IPO interest cost – 18% proforma taxes
*** Adjusted net income per share is defined as adjusted net income divided by the number of shares outstanding as of December 31, 2015 of 85,221,614
Note: Rounding differences may occur as calculations are based on full year figures not rounded to millions.

Highlights FY 2015

  • With the IPO, name recognition and brand awareness among our client base and our business partners grew. Our ability to attract and retain some of the best talent in the industry was further strengthened. The company hired an additional 123 new employees in 2015.
  • Nordic market leader CorpNordic was acquired in June 2015 and integration was completed in the fourth quarter. Realisation of €0.9 million in annualized synergies is on track. Intertrust is now also market leader across Sweden, Denmark, Norway and Finland.
  • In addition to our core Trust and Corporate Services offering, Intertrust further expanded its Private Equity / Real Estate Fund Administration Services. Our Compliance & Regulatory Services saw increased demand for US Foreign Accounting Tax Compliance Act (FATCA) reporting, generating approximately €2 million in 2015. In Ireland, the AIFMD Management Company (Manco) Services were established, with revenues expected in the first half of 2016.
  • Implementation of the Business Application Roadmap (BAR), a company-wide standard software application platform, continued, with €6.5 million invested in the program over 2015. The BAR program is due to be largely completed by Q1 2016.
  • Three independent supervisory board members joined Intertrust’s board in 2015. Chairwoman Hélène Vletter- van Dort is a former member of the Supervisory board of the Dutch Central Bank. Head of the Remuneration Committee Anthony Ruys is former CEO and Chairman of the Executive Board of Heineken. Intertrust’s Audit Committee is headed by former Ziggo CFO and Wereldhave Supervisory Board member Bert Groenewegen.

David de Buck, Chief Executive Officer of Intertrust, commented:

“I am extremely pleased with our achievements realised in 2015. Successfully completing our IPO and continuing to grow our business at this rate, while maintaining the highest standards of integrity was only possible because of the huge dedication and talent of our people. We also successfully continued our buy-and-build strategy by acquiring CorpNordic, giving us a leading market position in the Nordic countries. Our organic revenue growth in constant currency of more than 8% means we continue to outgrow the market, taking market share from our main competitors. Our fourth quarter results show that the investment in billable staff in late 2014 and early 2015 is paying off, as both revenues and margins in the fourth quarter show a significant improvement versus the fourth quarter of 2014.

We appreciate the trust placed in us once again by our clients and business partners, the international tax firms, law firms and financial institutions with whom we have built long-term relationships.

I am proud to say that at the time of our IPO, all our employees became shareholders in Intertrust and a group of 108 senior managers and key employees have shown their belief in the company by investing a combined total of €22.6 million into a longer-term Executive Ownership Plan that has a three to five year lock-up period.”

Key Financials Q4 and FY 2015

Q4
2015

Q4
2014

% change
(reported)

% change (CC7,
excl. M&A)

FY
2015

FY
2014

% change
(reported)

% change
(CC7, excl.
M&A)

Adjusted revenue1 (€m) 91.5 79.3 +15.4% +6.6% 344.9 295.9 +16.6% +8.1%
Adjusted EBITA1 (€m) 37.9 32.0 +18.3% +11.2% 140.4 122.3 +14.8% +7.8%
Adjusted EBITA1 margin 41.4% 40.4% +101bps +175bps 40.7% 41.3% -61bps -12bps
Adjusted EBITA margin excluding M&A in constant currency 42.1% 40.4% 41.2% 41.3%
Operating free cash flow2 (€m) 37.9 33.0 +14.6% 143.2 122.0 +17.4%
Cash conversion ratio including strategic capital expenditure (%)3 91.1% 88.5% +261bps 92.6% 88.3% +428bps
Cash conversion ratio excluding strategic capital expenditure (%)4 95.3% 97.7% -248bps 97.0% 94.9% +206bps
Profit/(Loss) for the year 2.6 6.3
Basic Earnings per Share 5(€) 0.12
Adjusted net income 101.4 na
Adjusted net income per share (€) 1.19
No. of entities6 (000’s) 40.1 40.4 -0.8% -2.5%
Average Adjusted revenue per entity (ARPE) (€k) 8.6 7.3 +17.5% +10.9%
No. of full-time equivalents (FTEs)6 1714 1523 +12.6% +8.1%
Adjusted revenue1 per FTE6 (€k) 201.2 194.3 +3.5% +0.0%
Total net debt 465.4 925.5

 

1. Adjusted financial information before specific items and one-off revenues/expenses. 2015 figures include CorpNordic acquisition as of July 1, 2015
2. Defined as Adjusted EBITDA – Maintenance capex
3. Defined as (Adjusted EBITDA less capital expenditure, including strategic capital expenditures) / Adjusted EBITDA
4. Defined as (Adjusted EBITDA less capital expenditure, excluding strategic capital expenditures) / Adjusted EBITDA
5. Basic Earnings per share are calculated as Profit/(Loss) for the year divided by the weighted average number of shares outstanding during the year which was 21,772,060 shares. The Group had 85,221,614 shares outstanding as of December 31, 2015.
6. As of 31 December 2015 and 31 December 2014 respectively
7. At constant currency

Financial Highlights FY 2015

  • 2015 Adjusted revenue increased by 16.6% to €344.9 million from €295.9 million. On a constant currency basis and excluding acquisitions, our Adjusted revenue grew by 8.1%. Revenue growth was particularly driven by strong performance of the two largest offices, Luxembourg and The Netherlands and by increases in ARPE.
  • 2015 Adjusted EBITA increased by 14.8% to €140.4 million from €122.3 million. On a constant currency basis and excluding acquisitions, our Adjusted EBITA grew by 7.8%.
  • 2015 Adjusted EBITA margin was 40.7%. Excluding the effect of the acquisition of CorpNordic, and on a constant currency basis, our 2015 margin was 41.2%, a slight reduction of 12 bps versus 2014, driven by investments in billable staff to support business growth, IT applications and infrastructure, and new services including Compliance & Regulatory Services, AIFMD Manco Services and Private Equity / Real Estate Fund Administration.
  • Total capital expenditure for the year was €10.9 million; €6.5 million of which represented one-off strategic capital expenditure related to the BAR investment.
  • 2015 cash conversion ratio excluding strategic capital expenditures was 97.0% compared to 94.9% in 2014.
  • 2015 showed a strong ARPE increase of 17.5% to €8.6 thousand from €7.3 thousand. On a constant currency basis, the ARPE growth was 10.9% driven by additional hours per entity due to more complex structures, regulatory reporting requirements and focus on higher value-added entities.
  • At year-end 2015, we had 40,065 entities, a decrease of 0.8% versus the end of 2014. The net outflow was primarily driven by lower ARPE entities from the registered offices business in Cayman due to the re-entry of a competitor in the market. The outflow was partially offset by our acquisition of CorpNordic, which ended the year with 681 entities.
  • 2015 Adjusted revenue per FTE increased by 3.5% to €201.2 thousand from €194.3 thousand. On a constant currency basis and excluding CorpNordic, our Adjusted revenue per FTE was stable. The proportion of billable to non-billable FTE’s increased to 74.6% in 2015 from 74% in 2014.
  • A net increase of 192 FTEs over 2015 was due to a combination of the CorpNordic acquisition (69 FTEs), the increase in billable FTEs (95 FTEs) mainly in The Netherlands and Luxembourg to support business growth and the increase in non-billable staff (28 FTEs) partially to support IT initiatives.
  • The proceeds of the IPO and strong cash flow were used to reduce debt, and as of year-end 2015 Intertrust had €465.4 million in net debt equalling a leverage ratio of 3.1x Proforma EBITDA* (defined as Adjusted EBITDA including Adjusted EBITDA of CorpNordic January to June 2015 and full year run rate of synergies). The pre-IPO debt was replaced at IPO with bank loans with interest rates of 250 basis points over Libor/Euribor with a floor of 0% for both.
  • Profit for the year totalled €2.6 million. The reporting period includes Net finance costs of €100.7 million, of which €38.4 million were amortisation and write-offs of financing fees related to our pre-IPO financing. We also had specific costs related to the IPO, integration, acquisitions and monitoring fees of €12.8 million during the period. These were partially offset by one-off income of €6.0 million mostly related to the reduction of pension liabilities in our Netherlands operations resulting from a shift from a “Defined Benefit” to a “Defined Contribution” pension plan as well as income of €3.7 million for the sale of the Cayman Bank operations and the receipt of tax indemnities.
  • The company estimates the Adjusted net income for 2015 to be €101.4 million. Adjusted net income is defined as Adjusted EBITA, less proforma post-IPO annual interest costs of 16.7 million and with a proforma effective tax rate of 18%. Adjusted net income thus reflects the post-IPO capital structure, for purposes of comparability going forward.

Financial Highlights Q4

  • Q4 2015 Adjusted Revenue grew by 6.6% on a constant currency basis and excluding acquisitions to €91.5 million, from €79.3 million in Q4 2014.
  • Q4 2015 Adjusted EBITA increased by 18.3% to €37.9 million, from €32.0 million in Q4 2014. Excluding the effect of the acquisition of CorpNordic and on a constant currency basis, Adjusted EBITA increased by 11.2%, showing positive operating leverage based on the productivity gains from the new billable staff.
  • Q4 2015 Adjusted EBITA margin for the group was 41.4%. Excluding the effect of the acquisition of CorpNordic and in constant currency, the margin for the fourth quarter was 42.1%, an improvement of 175 bps versus Q4 2014.
  • Q4 2015 cash conversion ratio excluding strategic capital expenditures was 95.3%, mostly due to higher capex in Q4 related to timing of various IT investments.

Market trends and Outlook

Global Foreign Direct Investment (FDI) flows increased 13% over the first half of 2015, according to the most recent figures from the OECDi. This sharp increase in FDI was on the back of a 30% increase in M&A activity globallyii. This global trend supported the use of entities and the outsourcing of certain administrative services to corporate service providers.

Corporate fiscal trends of increasing scrutiny of the overall tax approach, additional new reporting requirements, and the tendency to report more information on tax profiles by country are expected to contribute to increased corporate resources going to fiscal administrative and compliance activitiesiii. In this context, Intertrust expects the recently launched OECD Base Erosion Profit Shifting (BEPS) recommendations – if adopted in part or in whole by EU member states – to increase the reporting required from corporations primarily through country-by-country reporting.

Independent researchiv among the finance departments of more than 800 European corporations suggests that most companies are coping with the increased reporting and transparency requirements by outsourcing rather than hiring additional staff. Intertrust’s large clients are increasingly outsourcing reporting activities and rationalising trust and corporate services suppliers to deal with fewer counterparties, which can assist across regions or globally. The trend to outsource is also apparent in the fund management sector. For example, the AIFMD directive requiring non-EU fund managers to have separate compliance staff in the EU supported the recent launch of Intertrust’s AIFMD Manco Services.

We believe that these trends will lead to continued expansion of the trust and corporate services sector in line with historical growth rates (5% per annum). We also expect the trust and corporate services market to be increasingly regulated, which will contribute to market consolidation.

For 2016, we will continue focusing on delivering high-quality, value-added services to our existing and new clients. Business development initiatives and further roll out of Depository Services and Fund Administration Services will enhance our value proposition. Continuous investment in human capital in order to attract, develop, engage and retain the best in class professionals in the industry will remain a high priority.

Clients

Management estimates that Revenue per client type for year end 2015 comprised approximately 49% corporates, 23% funds, 9% capital markets clients and 19% private clients. This segmentation is largely unchanged from year end 2014. In terms of the origin of our clients, management estimates that 43% came from North America, 36% from Europe, 10% from Asia, 3% from South America and 9% from the rest of the world. We saw an increase in the number of clients and revenues generated by clients from North America over 2015. Client concentration remained largely unchanged with no single client accounting for more than 1% of the group’s total Revenue. Attrition rates among the major jurisdictions remain trending between 10% and 15% in line with 2014 levels. In 2015, when normalising for the loss of 1,344 Cayman entities and the transfer of 801 entities from Cayman to Guernsey, 57% of the attrition was due to end-of-life, 19% to loss to competitors, 8% due to compliance, 5% due to insourcing and 11% due to other reasons which include amongst other proactive rationalisation.

i OECD: FDI in Figures, October 2015
ii Merger market Report on Global M&A Activity – Monthly M&A Insider, January 2016
iii Deloitte European Tax Survey: Transparency, simplification and collaboration: 2015
iv idem