Cosol Limited · ASX:COS
Cosol — Investor Presentation (August 2023)
47 slides from Cosol's investor presentation, Aug 3, 2023
Slide 1: Acquisition of AssetOn Group and Equity Raising
Acquisition of AssetOn Group and Equity Raising August 2023
Slide 2: Important Notices and Disclaimer
Important Notices and Disclaimer This investor presentation (Presentation) is dated 3 August 2023 and has been prepared by COSOL Limited (ACN 635 371 363) (COSOL The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe any such or the C
Slide 3: Important Notices and Disclaimer
Important Notices and Disclaimer No liability Photographs and diagrams To the maximum extent permitted by law, COSOL or its affiliates or related bodies corporate or any of their respective officers, directors, Photographs used in the Presentation which do not have descriptions are for illustration
Slide 4: Contents
01. Executive Summary A1. Summary of the Share Purchase Agreement 02. AssetOn Group Acquisition A2. COSOL Business Overview Contents 03. Financial Summary A3. Key Risks 04. Acquisition Funding A4. Foreign Selling Restrictions
Slide 5: 01. Executive Summary
01. Executive Summary
Slide 6: Executive Summary
Executive Summary Accretive acquisition of AssetOn Group for up to $29.0 million, partly funded by a $15.0 million equity raising • COSOL to acquire 100% of AssetOn Group Pty Ltd (AssetOn) and OnPlan Technologies Pty Ltd (OnPlan) (together the Acquisition or AssetOn Group) for an enterprise value of
Slide 7: Executive Summary
Executive Summary Accretive acquisition of AssetOn Group for up to $29.0 million, partly funded by a $15.0 million equity raising • Implied transaction multiple of ~6.0x EV / FY24F EBITDA1 Key transaction metrics • Acquisition expected to be low double-digit EPS accretive on a pro forma basis in FY2
Slide 8: FY23 Unaudited Pro Forma Financial Performance
FY23 Unaudited Pro Forma Financial Performance The combined pro forma FY23 results create a strong platform for growth in FY24 with organic growth targets above 10%, AssetOn earnout targets and growth of OnPlan ARR driving improved EBITDA and margins Key Financial Metrics Commentary • $103.4 million
Slide 9: 02. AssetOn Group Acquisition
02. AssetOn Group Acquisition
Slide 10: AssetOn Group Acquisition | Strategic Rationale
AssetOn Group Acquisition | Strategic Rationale The acquisition of AssetOn Group will further deliver on COSOL’s Strategic vision to become a global leader in delivering end to end technology enabled asset management services and solutions ✓ Accelerates the COSOL AMaaS strategy through MDS and OnPla
Slide 11: AssetOn Group | Overview
AssetOn Group | Overview AssetOn Group is comprised of three complementary business units providing asset maintenance software and services The AssetOn Group AssetOn Group Overview • Demonstrated strong and continued growth over a number of years, with 21% revenue CAGR from FY21 to FY23 (and 32% fro
Slide 12: AssetOn Group | Financial Summary
AssetOn Group | Financial Summary AssetOn Group revenue has grown at a CAGR of 21% from FY21 to FY23 due to strong customer retention and new customer growth, with margin expansion realised through investment in technology and the growth of the MDS database with each project AssetOn Group Revenue (A
Slide 13: AssetOn Group | OnPlan Overview
AssetOn Group | OnPlan has four main pillars: OnPlan Overview Master Data Planning & Reusable Content Works Execution Scheduling Creation & Mobile Solution workbench Automation OnPlan is an end-to-end Enterprise-grade digital system for building, staging and managing of complex work tasks. OnPlan ca
Slide 14: AssetOn Group | Client Case Studies
AssetOn Group | Client Case Studies Showcasing AssetOn Group's unique credentials in delivering value for its customers #1 #2 #3 OnPlan – Digitising inspections Master data services for Caterpillar equipment Delivering Improved Asset Management Paper-based Preventative Maintenance (PM) AssetOn Group
Slide 15: AssetOn Group | Major Clients
AssetOn Group | Major Clients Expands COSOL’s already impressive enterprise blue chip customer base and positions new high potential customers for AMaaS Natural Resources Energy and Water Other 15
Slide 16: Strategic Fit
Strategic Fit AssetOn and OnPlan deliver key capabilities COSOL requires for the delivery of AMaaS AM People AM Process AM Systems AM Data • OnPlan software suite adds to COSOL’s Americas Markets proprietary IP Solutions and delivers on automation suite of APAC Professional Services MDS software • M
Slide 17: Expanding our total addressable market
Global Trends Driving Growth Expanding our total COSOL TAM • Volatility in managing global energy demand addressable market • Impact of renewable energy assets driving strong transformation from $43.1b • consumers, governments and investors Delivering on sustainability targets for asset intensive or
Slide 18: 03. Financial Summary
Ocosor 03. Financial Summary
Slide 19: COSOL - FY23 Unaudited Trading Update
COSOL - FY23 Unaudited Trading Update Strong organic earnings growth with a step change in momentum in the second half of the year Key Financial Metrics Commentary • 18% organic EBITDA growth driven by revenue A$m FY231 FY22 YoY YoY % growth whilst maintaining margin. H2 revenue and EBITDA year on y
Slide 20: FY23 Unaudited Pro Forma Balance Sheet
FY23 Unaudited Pro Forma Balance Sheet 30-Jun-23 AssetOn Group 30-Jun-23 Pro A$m COSOL1 Acquisition Funding Forma Commentary Cash 4.6 (16.6) 19.0 7.0 Other current assets 25.5 3.5 - 29.0 COSOL Unaudited 30 June 2023: • Cash position was impacted by increase in working capital with trade receivables
Slide 21: 04. Acquisition Funding
©Ocoso. 04. Acquisition Funding
Slide 22: Transaction Funding
Transaction Funding Acquisition of AssetOn Group will be funded by a combination of equity, debt and vendor share issue Key Commercial Terms Funds Breakdown Delivering Revenue Synergies: Upfront Sources of A$m Uses of funds5 A$m Total Consideration Upfront Cash funds Consideration $29.0m $22.0m1 $18
Slide 23: Equity Raising Summary
Equity Raising Summary COSOL is undertaking an institutional placement to raise gross proceeds of $15.0 million to partially fund the Acquisition of the AssetOn Group Offer Risk Description Description Institutional placement of 19.6 million new fully paid ordinary shares (Placement Shares) at the O
Slide 24: Offer Timetable
Offer Timetable Event Date Trading Halt and Announcement of the Acquisition and Placement Thursday, 3 August 2023 Placement Book closes 4:00pm, Thursday, 3 August 2023 Announce completion of Placement and return to trading on ASX Monday, 7 August 2023 Settlement of Tranche 1 of the Placement Monday,
Slide 25: Appendix 1 Summary of the Share Purchase Agreement
Appendix 1 Summary of the Share Purchase Agreement
Slide 26: Summary of the Share Purchase Agreement
Summary of the Share Purchase Agreement COSOL is acquiring all of the issued shares in each of AssetOn Group Pty Ltd (AssetOn) and OnPlan Technologies Pty Ltd (OnPlan) (together AssetOn Group or Companies) under a single Share Purchase Agreement (SPA) to be entered into with the Companies’ sharehold
Slide 27: Summary of the Share Purchase Agreement
Summary of the Share Purchase Agreement COSOL is acquiring all of the issued shares in each of AssetOn Group Pty Ltd (AssetOn) and OnPlan Technologies Pty Ltd (OnPlan) (together AssetOn Group or Companies) under a single Share Purchase Agreement (SPA) to be entered into with the Companies’ sharehold
Slide 28: Appendix 2 COSOL Business Overview
Appendix 2 COSOL Business Overview
Slide 29: COSOL Strategy
COSOL Strategy Our mission is to help our customers achieve zero waste in their operations and supply chains using COSOL’s creative leadership and passion for asset management innovation. Utilising COSOL's proprietary software, solutions, industry expertise and end-to- end asset management capabilit
Slide 30: COSOL's Value Proposition
COSOL’s Value Delivering Revenue Proposition Created a unique offering and strong operating platform globally in a Synergies: market that is experiencing significant growth trends. A proven Board and management team with a track record of COSOL has positioned delivering profitable growth and increas
Slide 31: The History and Evolution of COSOL
The History and Evolution of COSOL COSOL has been executing on its clearly defined strategy of growing organically at double digits and securing earnings accretive acquisitions that expand its service offering, proprietary I.P and geographical reach 2000 (…) DEC 2019 JAN 2020 OCT 2020 NOV 2021 JUL 2
Slide 32: Delivering On Our Strategy
Delivering On Our Strategy Organic Growth, plus strategic acquisitions accretive to earnings, that deliver revenue synergies and IP. COSOL has delivered significant shareholder returns since 2020 A$m Revenue EBITDA NPBT NPAT EPS (Cents) $8.5 $48.2 CAGR: 60.3% CAGR: 59.4% CAGR: 56.0% $7.6 CAGR: 54.2%
Slide 33: Our Team and Investors Share a Proven Track Record in the Sector
Our Team and Investors Share a Proven Track Record in the Sector COSOL Board and Management (including ex-vendors still working in the business) are aligned to shareholders interests and between them hold approximately 56% of the issued shares COSOL’s Management Team and ex vendors have extensive in
Slide 34: What is Asset Management (AM)
What is Asset Management (AM) - Asset Management focuses on managing tangible or physical assets. Our goal is to optimise the performance and lifecycle of these assets, while minimizing maintenance and repair costs, reducing downtime, What is Asset and maximizing the return on investment, whilst eli
Slide 35: Creating Value
Our Services and Solutions COSOL provides advice, operational expertise and business optimisation outcomes to deliver clients a complete end-to-end Asset Management solution Asset Mgmt. COSOL Segment Advise Operate Optimise Proprietary IP Capabilities Systems Partners Data Driven Advisory, Data Qual
Slide 36: Our Signature Solutions & Proprietary Software
Our Asset Management as a Service (AMaaS) Asset Information Ecosystem Roadmaps EAM as a Service (EAMaaS) Signature Outsource your asset management with Chart a journey of maturity-building With EAMaaS, access your EAM software Solutions & our complete end-to-end AMaaS initiatives to help your organi
Slide 37: Our Major Clients (Prior to AssetOn Group Acquisition)
Our Major Clients (Prior to AssetOn Group Acquisition) Our major clients represent some of their industries’ most prominent blue-chip organisations and provide a strong reference point to attract new clients and are critical to their nation’s infrastructure 15% Natural Resources 16% Energy and Water
Slide 38: Appendix 3 Key Risks
Appendix 3 Key Risks Company specific risk factors | General investment risks | Acquisition related risks
Slide 39: Key Risks
Key Risks Overview This section discusses some of the key risks associated with any investment in COSOL, which may affect the value of COSOL shares. The risks set out below are not necessarily listed in order of importance and do not constitute an exhaustive list of all risks involved with an invest
Slide 40: Key Risks
Key Risks Acquisition related risks Risk Description There is a risk that the acquisition does not complete, including if the Share Purchase Agreement is terminated prior to completion for non-satisfaction of a condition precedent. If the acquisition does not complete, COSOL may decide to invest the
Slide 41: Key Risks
Key Risks Company specific risks (1/3) Risk Description The Company depends on the ability to retain existing clients, attract further business from existing clients and to gain new clients. There is a risk that existing clients may in the future reduce usage of COSOL’s offered solutions and service
Slide 42: Key Risks
Key Risks Company specific risks (2/3) Risk Description COSOL’s relationships with its customers and suppliers are governed by its contractual arrangements with those parties. Any failure to maintain, renew or replace key contracts and arrangements on commercially acceptable terms, or any failure by
Slide 43: Key Risks
Key Risks Company specific risks (3/3) Risk Description The Board intends on growing the Company both organically and, as opportunities present themselves, through potential acquisitions of complementary and synergistic businesses. While the Company will attempt to undertake all reasonable and appro
Slide 44: Key Risks
Key Risks General investment risks Risk Description There are general risks associated with investments in equity capital such as COSOL shares. The trading price of COSOL shares may fluctuate with movements in equity capital markets in Australia and internationally. This may result in the market pri
Slide 45: Appendix 4 Foreign Selling Restrictions
Appendix 4 Foreign Selling Restrictions
Slide 46: Foreign Selling Restrictions
Foreign Selling Restrictions This document does not constitute an offer of new ordinary shares (New Shares) of the Company in any New Zealand jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and This document has not been registered, file
Slide 47: Thank You
THANK YOU