Shareholders meeting ICT Group adopts all resolutions

ICT Group N.V. (ICT) announces that the Annual General Meeting of Shareholders (AGM), which was held today, adopted all proposed resolutions. This included the appointment of Mrs. Gina van der Werf as member of the Supervisory Board of ICT Group. Mr. Jan Sinoo, who was not available for re-appointment, retired as member of the Supervisory Board as per the end of the AGM. After the AGM, the Supervisory Board re-appointed Mr. Jos Blejie and Mr. Jan Willem Wienbelt as member and CEO, respectively CFO of the Executive Board for a period of four years.

In line with the proposal, the AGM approved a dividend of € 0.35 per share for the 2017 financial year. The dividend will be payable, in cash or in shares, on 30 May 2018. ICT will determine the dividend payment in shares one day after the end of the optional period on the basis of the average price of ICT shares during the last five trading days of the optional period, which shall end on 28 May 2018. The ex-dividend date is 11 May 2018.

Q1 2018 results: organic growth trend continued

Key developments:

  • Revenue in Q1 up 12% to € 28.7 million (Q1 2017: € 25.6 million)
  • Organic revenue increase of 6%
  • EBITDA amounted to € 6.5 million, including a one-off accounting gain of
    approx. € 3.5 million
  • Underlying EBITDA increased to € 3.0 million (Q1 2017: € 2.8 million).
  • Acquisition of NedMobiel and remaining 50% stake in InTraffic completed

Key figures

(in € millions) Q1 2018 Q1 2017 Δ
Revenue 28.7 25.6 12%
EBITDA* 6.5 2.8
Underlying EBITDA 3.0 2.8 6%

* including a one-off gain of approx. € 3.5 million. This one-off accounting gain is the result of the acquisition of the remaining 50% stake in InTraffic.

Jos Blejie, CEO of ICT Group N.V.: “In the first quarter of 2018 results were in line with expectations, with a good performance of ICT Netherlands. One of the highlights of the first quarter was acquiring full ownership of InTraffic. As wholly owned subsidiary, InTraffic substantially strengthens our position in Smarter Cities from Q2 onwards. We will continue to focus on the further execution of our strategy, aimed at organic growth combined with add-on acquisitions. Considering the performance in this first quarter and the continued positive market trends, we reiterate that we expect a further growth in both revenue and EBITDA for the full year 2018 compared to 2017.”

Financial developments

Revenue increased to € 28.7 million in the first quarter of 2018, compared to € 25.6 million in the first quarter of 2017. Organically, excluding High Tech Solutions (acquired in June 2017) and NedMobiel, revenue grew 6%. InTraffic is consolidated as of 1 April 2018. In the first quarter, InTraffic is still reported as a joint venture.

ICT Netherlands performed well, showing good productivity levels, except for the Healthcare unit, for which a large project ended in 2017. The results of Strypes Bulgaria are somewhat behind compared to last year due to slightly lower productivity in combination with ongoing outlays in quality improvement. In the segment ‘Other’, Raster is experiencing a lack of larger new projects, which is reflected in its results. We anticipate that the challenging Oil & Gas market circumstances will continue in the next two quarters.

EBITDA, excluding the one-off accounting gain, increased to € 3.0 million in the first quarter, compared to € 2.8 million in the same period of 2017.

Strategic themes

ICT has made clear choices in terms of growth. ICT focuses on the themes Smarter Industries, Smarter Cities and Smarter Health. Within these themes ICT delivers the highest added value to its customers. Due to the acquisition of NedMobiel, Smarter Cities realised considerable growth. The declining revenue in Smarter Health is a result of flat revenue development at BMA and lower productivity in the ICT Healthcare unit.

Revenue split per theme (in € millions) Q1 2018 Q1 2017 Δ
Smarter Industries 18.8 17.4 +8%
Smarter Cities 5.7 4.1 +41%
Smarter Health 2.2 2.5> -11%
Other 2.0 1.6 +22%
Total revenue 28.7 25.6 +12%

InTraffic

On 21 March 2018 ICT completed the acquisition of the remaining 50% of the shares of InTraffic B.V. from former joint venture partner Movares Group B.V. ICT now holds 100% of the shares of InTraffic. The acquisition resulted in a one-off accounting gain of approximately € 3.5 million, mainly related to the revaluation of the 50% stake in InTraffic already held by ICT. Except for the one-off gain, InTraffic is still reported as a joint venture in the first quarter of 2018. The impact of step up accounting and purchase price allocation will be disclosed upon publication of the 2018 half year results.

NedMobiel

In January 2018 ICT completed the purchase of 100% of the shares of NedMobiel B.V., a Dutch expert consultancy company for complex infrastructures. This acquisition supports ICT’s transition from a leading software integrator to a total technology and service provider, by increasing revenue from projects as well as from consulting services.

Outlook

ICT’s management reiterates the outlook given at the announcement of the annual results in March. ICT will continue to focus on growth, preferably organically as well as through acquisitions. The focus in 2018 is on increasing the company’s size in Smarter Cities and Smarter Health. ICT will continue to be disciplined and cautious in its acquisition strategy.

ICT expects its capital expenditures and research & development expenditures to increase in 2018, in line with the increased scale of the company. With these investments ICT creates the right conditions to take additional steps in our transformation into a total solution provider. The battle for talent continues and attracting and retaining the right people remains to be one of our key priorities.

Based on the above, ICT expects a further growth in revenue and EBITDA in 2018 compared to 2017.

Press release: Full Year Results 2017 ICT GROUP NV

ICT REPORTS 17% INCREASE IN REVENUE AND EBITDA

Integration of acquisitions and continued investments result in a more powerful organisation

Highlights FY 2017

  • Revenue up 17% to € 105.0 million, 7% organic growth
  • EBITDA increased 17% to € 12.0 million
  • Acquisitions of HTS and NedMobiel further strengthen position in Smarter Industries respectively Smarter Cities
  • The net result came in at € 5.2 million, compared to € 5.0 million in 2016 that included a one-off gain of € 0.8 million
  • Proposed dividend of € 0.35 per share for the year 2017

Highlights Q4 2017

  • Revenue up 7% to € 28.5 million, EBITDA realised at € 4.2 million (Q4 2016: € 4.0 million)
  • Organically, revenue growth was in line with the full year growth

Outlook

  • ICT expects a further growth in revenue and EBITDA for 2018 compared to 2017

Key figures

Jos Blejie, CEO of ICT Group N.V.: “We successfully took ICT Group to the next level in 2017. Both in terms of scale, as we surpassed the milestones of 1,000 employees and € 100 million in revenue, but even more so in terms of our readiness for the future. By decisively embarking on our strategic road map for growth, we once again delivered on our promises. We recorded sustainable levels of growth, while making the world a little smarter every day. The full integration of Nozhup and HTS resulted in a major step forward in our position in the industry and vital infrastructure sectors. The integration, combined with continued investments in the organisation, led to a more powerful organisation. The rapid pace of technological developments requires a certain critical mass to operate at the forefront of these developments. This is why growth is once again our key objective for 2018. Organic growth remains our main growth driver and we will also continue our buy and build strategy.”

Strategy update

Progress in 2017
In 2017, ICT passed the milestone of 1,000 employees as a result of acquisitions, hires and a modest attrition rate. In an employment market characterised by an ever-growing shortage of IT talents, ICT’s efforts to have an appealing profile as an employer bear fruit as the company scored well in terms of attracting and retaining talented people in 2017.

In 2017, ICT prioritised the integration of the acquisitions made over the previous year, to safeguard a proper basis for the consolidation of future potential, without losing focus on driving organic growth. ICT fully integrated Nozhup, which was acquired in September 2016. With the acquisition of Nozhup, ICT gained significant scale in its activities in the industrial automation market, and also widened its customer base in this market. The integration of Nozhup enabled ICT to move further up in the value chain.

Further acquisitions
In June 2017, ICT acquired High Tech Solutions B.V., an industrial automation project and services provider, employing 25 highly educated professionals. HTS delivers consultancy services in various markets within the domain of Smarter Industries. In November 2017, ICT signed a letter of intent to acquire 100% of the shares of NedMobiel B.V., a Dutch expert consultancy company for complex infrastructures, such as tunnels, bridges, water locks, motorways and mobility solutions. The fields of expertise of NedMobiel include (tunnel) safety, asset management and project management.

Digital transformation
A key strategic theme, interwoven with all other key trends throughout ICT’s activities, is digital transformation. In 2017, ICT has therefore set up a dedicated Digital Transformation Unit, a team that works across all sectors and industries. The combination of profound Digital Transformation expertise and the deep knowledge of those industries provides ICT with a unique proposition.

Focus in 2018
In 2018, ICT will continue to focus on the further execution of this strategy, aimed at organic growth combined with add-on acquisitions.

ICT aims to grow organically by 5% per annum. ICT’s performance in the last four years demonstrates its ability to deliver on this target. As the company has clearly achieved a substantial position in Smarter Industries, fuelled in part by the acquisition of Nozhup, the focus of the acquisition strategy in 2018 will be increasing its size in Smarter Cities and Smarter Health. ICT will continue to be disciplined in its acquisition strategy.

Further expansion of the digital transformation activities will also be a key priority for 2018, aimed at building more innovative solutions in-house. ICT remains focused on creating all the right conditions to take further steps in the transformation into a total solutions provider.

Notes to the results

Revenue
In 2017, ICT Group’s revenue came in at € 105.0 million, 17% higher than the € 89.7 million reported in 2016. Organically, revenue increased by 7%. Acquisitions accounted for 10% of ICT Group’s revenue growth. Organic growth was driven mainly by the increase in the number of FTEs, higher average rates and improvements in a number of markets. Added value increased by 18% to € 93.4 million in 2017.

Revenue at ICT Netherlands increased by 18% to € 81.3 million in 2017 from € 69.0 million in the previous year. Nozhup, which ICT acquired in September 2016, and fully integrated within ICT Netherlands in the first half of 2017, was the main contributor to this increase. Productivity levels were in line with last year. The average tariff increase was in line with the average salary increase.

Strypes Bulgaria (“ICT Nearshoring”) reported a 27% increase in revenue to € 9.6 million in 2017, from
€ 7.6 million in 2016. This increase was recorded at both existing and new clients.

The segment ‘Other’ recorded revenues of € 16.4 million in 2017 (2016: € 14.3 million). The slow start of Improve was balanced by its recovery in the second half and the good start to the year for Raster was offset by a more moderate second half. In 2017, BMA benefited from the delayed launch of a new generation of foetal heart monitors, which resulted in a substantial increase in revenue.

Costs/personnel expenses
Personnel costs increased to € 62.5 million (2016: € 52.0 million), as a result of the marked increase in the number of employees and an increase in salaries. Other operating expenses increased by 11%, as a result of recent acquisitions and higher costs for recruitment, office accommodation and a further professionalization of the organisation. The costs related to strategic initiatives and the realisation of acquisitions and partnerships amounted to € 0.2 million (2016: € 0.5 million).

EBITDA
EBITDA for the full year 2017 increased by 17% to € 12.0 million, compared to € 10.3 million in 2016. The increase was mainly due to the higher EBITDA at ICT Netherlands (up 25% to € 8.3 million in 2017, from € 6.6 million in 2016). This was the result of both the organic growth realised and the full year consolidation of Nozhup, plus the consolidation of HTS from June 2017. Strypes Bulgaria recorded higher EBITDA of € 1.9 million (up 12%). In 2017, ICT continued its investments in the organisational effectiveness of Strypes Bulgaria, to safeguard continued and sustainable strong growth of its nearshoring activities. The segment Other recorded EBITDA of € 1.8 million (2016: € 2.0 million). In 2017, Raster experienced margin pressure as a result of the adverse impact of two projects in the second half of 2017, which resulted in substantially lower results. As a result of a good performance in the second half of the year, BMA recorded substantially better results compared to the previous year.

The overall EBITDA margin declined slightly to 11.4% in 2017 from 11.5% in 2016.

Amortisation and depreciation
ICT has valued and is amortising a number of intangible assets, including order backlog, software and the customer relations of its recent acquisitions. Amortisation in 2017 amounted to € 2.7 million (2016:
€ 2.3 million). Depreciation amounted to € 0.9 million in 2017 (2016: € 0.6 million).

Operating profit increased 14% to € 8.4 million in 2017 (2016: € 7.4 million). The operating margin came in at 8.0%, compared with 8.2% in 2016.

The results from joint ventures and associates

The total result from joint ventures and associates amounted to a loss of € 0.4 million (2016: € 0.8 million loss). InTraffic contributed € 0.1 million to the results (2016: € 0.2 million).

In November 2017, the minority stake (25%) in Strypes Nederland B.V. (held by Strypes Bulgaria) was divested to the existing shareholders. This divestment resulted in a book profit of € 0.2 million.

In 2017, LogicNets’ revenue was stable when compared with the previous year. LogicNets did manage to win new reputable customers but the company is still loss-making. ICT still believes in the strategic importance of the platform, but it will take some time before the company realises substantial growth and moves into profit. ICT therefore decided to fully impair its stake in LogicNets in the fourth quarter of 2017. The downward valuation of LogicNets, including our share in its loss for the year, amounted to € 0.5 million.

Interest expenses came in at the same level as last year at € 0.5 million (2016: € 0.5 million).

Taxes
In 2017, corporate income taxes related to the continuing business operations amounted to € 1.9 million, compared with € 1.7 million taxes in 2016. In 2017 there have been no one-off tax items, whereas in 2016, following the official liquidation of the German activities, taxes from discontinued operations for 2016 amounted to a one-off tax credit of € 0.8 million.

Net profit for the full year 2017 came in at € 5.2 million, a slight increase compared to last year (€ 5.0 million). Excluding the one-off tax gain of € 0.8 million recorded in 2016, net profit was up by 24%. Earnings per share amounted to € 0.56 in 2017 (2016: € 0.56). The number of outstanding ordinary shares had increased to 9,411,301 at year-end 2017 (31 December 2016: 9,288,309), due to shares issued for stock dividend and the employee share participation plan.

Cash flow movement
The cash flow from operating activities amounted to € 7.9 million positive in 2017 (2016: € 5.1 million positive). This increase was the result of the growth of the company and the fact that there were no cash tax payments in 2017, as a result of the tax benefits related to the liquidation of the German activities in December 2016. Working capital increased in line with the increased activity levels, as well as the increased average scope of projects. ICT maintains disciplined working capital management.

Cash outflow on investment activities amounted to € 2.9 million in 2017, compared with € 8.4 million in 2016. The purchase price cash consideration for the acquisition of HTS (€ 1.2 million) and investments in office accommodation (€ 1.3 million) had the largest impact. The divestment of Strypes Netherlands had a positive impact of € 0.7 million.

Cash flow from financing activities amounted to € 4.3 million negative (2016: € 2.2 million positive), as a result of the net effect of dividend paid (€ 2.1 million), the repayments of existing acquisition financing (€ 2.6 million) and the proceeds from the issuance of shares (€ 0.5 million cash inflow).
The net cash flow amounted to € 0.7 million (2016: € 1.1 million negative).

Balance sheet structure
As a result of the net effect of the payment of a dividend of € 2.1 million, and net profit of € 5.2 million, shareholders’ equity increased to € 47.7 million in 2017 (2016: € 43.7 million). The balance sheet total increased to € 81.6 million at year-end 2017, from € 79.2 million at year-end 2016. Solvency (shareholders’ equity/total assets) stood at 58% at year-end 2017, compared with 55% at year-end 2016, which represents a sound financial basis.

Dividend proposal
ICT proposes a dividend of € 0.35 per share for the 2017 financial year (2016: € 0.33). The dividend payment is subject to the approval of the Annual General Meeting of Shareholders (AGM) to be held on 9 May 2018. For the calculation of the proposed dividend, the realised net profit is adjusted for the non-cash amortisation amounts and the downward valuation of LogicNets. This results in an adjusted net profit for the full year 2017 of € 8.3 million. The proposed dividend of € 0.35 per share represents a pay-out ratio of 40% of the adjusted net profit. ICT offers an option for payment in cash or in shares.

ICT will determine the dividend payment in shares one day after the end of the optional period on the basis of the average price of ICT shares during the last five trading days of the optional period, which shall end on 28 May 2018. The dividend will be payable, in cash or in shares, on 30 June 2018.

Subsequent events

NedMobiel
On 24 January 2018, ICT completed the purchase of 100% of the shares of NedMobiel B.V. The purchase price amounts to € 2.3 million in cash and a contingent consideration will be payable based on the EBITDA that NedMobiel will achieve in 2018, capped at € 0.5 million.

InTraffic
On 5 February 2018, ICT Group signed a letter of intent with Movares and InTraffic to acquire the remaining 50% of the shares in InTraffic from joint venture partner Movares. Following the acquisition ICT Group will hold 100% of the shares of InTraffic. Acquiring InTraffic in full will allow ICT to strengthen its position in its strategic theme ‘Smarter Cities’.

InTraffic, located in Nieuwegein, designs and builds applications for Public Transport, Infrastructure Monitoring and Travel Information. The company was founded in 2003 as a joint venture between ICT Group and engineering company Movares. InTraffic generates annual turnover of approximately € 19 million. Closing of the transaction is expected end of March 2018. InTraffic will be fully consolidated as from the closing of the transaction, while currently ICT’s 50% stake is reported as ‘result from joint ventures’. The purchase consideration for 50% of the shares will be paid in cash.

Outlook
Industry growth will be driven by multiple trends in 2018 and beyond, including the advent of Digital Transformation. ICT sees the continued expansion of its digital transformation activities as a key priority for 2018. ICT will focus increasingly on building innovative solutions in-house. Again in 2018, we will work hard to create all the right conditions to take additional steps in our transformation into a total solutions provider.

In 2018, ICT will continue to focus on the growth of the company, both organically and through acquisitions. As the company has clearly achieved a substantial position in Smarter Industries, the focus of our acquisition strategy in 2018 will be on increasing the company’s size in Smarter Cities and Smarter Health. ICT will continue to be disciplined and cautious in its acquisition strategy.

ICT expects its capital expenditures and research & development expenditures to increase in 2018, in line with the increased scale of the company. The battle for talent will continue and attracting and retaining the right people continues to be one of our key priorities.

Based on the above, ICT expects a further growth in revenue and EBITDA in 2018 compared to 2017.

 

Cautionary statement
This press release contains forward-looking statements. Forward-looking statements are always based on assumptions and estimates relating to uncertain events over which ICT Group N.V. has no control. They concern, for example, measures taken by the Dutch and other governments, currency movements, price fluctuations, changes in law and regulations, legal precedents and market developments. ICT Group N.V. would like to stress that the contents of this press release are based on the information that is currently available. The reality can always deviate from expectations for the future. ICT Group N.V. has no obligation to update the statements contained in this document, unless required by law.

In this press release, where information has been presented in thousands or millions of units, amounts may have been rounded. Accordingly, totals of columns or rows of numbers in tables or charts may not be equal to the apparent sum of the individual items. Actual numbers may differ from those contained herein due to such rounding.

2017 financial information
The 2017 financial information included in the Extracts from Consolidated Financial Statements attached to this press release is derived from the Annual Report 2017, that has been authorized for issue. The Annual Report has not yet been published by law and still has to be adopted by the Annual General Meeting on 09 May 2018. In accordance with section 393, title 9, book 2 of the Netherlands Civil Code, PricewaterhouseCoopers Accountants N.V. has issued an unqualified auditor’s opinion on the Annual Report.

Annexes: Extracts from Consolidated Financial Statements 2017
– Consolidated statement of comprehensive income
– Consolidated balance sheet
– Consolidated statement of changes in equity
– Consolidated statement of cash flows
– Other financial information
– Segment information

Click here to download the Annex of the Annual Results of 2017.

ICT Group intends to acquire remaining 50% stake in InTraffic from joint venture partner Movares

As wholly owned subsidiary InTraffic will strengthen ICT’s position in Smarter Cities

ICT Group N.V. (ICT) announces that today it has signed a letter of intent to acquire the remaining 50% of the shares in InTraffic B.V. (InTraffic) that its joint venture partner Movares Group B.V. (Movares) currently holds. Following the acquisition, ICT will hold 100% of the shares of InTraffic. Acquiring InTraffic in full will allow ICT to strengthen its position in its strategic theme ‘Smarter Cities’.

InTraffic, located in Nieuwegein, designs and builds applications for Traffic Management, Infrastructure Monitoring and Travel Information. The company was founded in 2003 as a joint venture between ICT and engineering company Movares. With 150 professionals InTraffic generates an annual turnover of approximately € 19 million.

Jos Blejie, CEO of ICT: “I am convinced that this intended transaction is beneficial to both InTraffic and ICT. InTraffic perfectly fits our strategy in Smarter Cities. By joining our forces, we can offer an even more compelling proposition and boost our innovation and product development in the area of Rail infrastructure and Mobility. After 15 years of working closely together with our joint venture partner Movares in the area of public transport, I am pleased that we now intend to welcome InTraffic to become part of ICT.”

Sander Eijgenraam, CEO of Movares: “InTraffic has been a strategic alliance with ICT for almost 15 years. In these years the role of IT in Rail infrastructure and Mobility changed substantially. In this change Movares considers InTraffic less strategic to its core business as consultants and engineers. After the closing of the transaction Movares and InTraffic will prolong their collaboration at its mutual main customer ProRail.”

Bert van Elburg, CEO of InTraffic: “We look forward to becoming fully part of the ICT Group. I believe this transaction is beneficial for the employees and the customers of InTraffic. Combining the strong position of InTraffic in Mobility and Rail Infrastructure with the strong position of ICT in public infrastructure will intensify the cross-fertilization and thereby strengthen our position.”

Closing of the transaction is expected end of March 2018. InTraffic will be fully consolidated as from the closing of the transaction, while currently ICT’s 50% stake is reported as result from joint ventures. The purchase consideration for 50% of the shares will be paid in cash. Further financial details will not be disclosed.

ICT Group completes acquisition of NedMobiel

ICT Group N.V. (ICT) announces that it has completed the purchase of 100% of the shares of NedMobiel B.V., a Dutch expert consultancy company for complex infrastructures. The purchase consideration has been paid in cash.

NedMobiel has extensive expertise in (tunnel) safety, asset management and project management. NedMobiel will work closely with ICT Netherlands’ business units Water and Infrastructures and Engineering Contractors and will be able to benefit from the strong position that ICT holds in the national rail, road, water and infra sectors. This acquisition supports ICT’s transition from a leading software integrator to a total technology and service provider, by increasing revenue from projects as well as from services.

ICT Group nominates Gina van der Werf for appointment to the Supervisory Board

ICT Group N.V. (ICT) today announces the nomination of Mrs. Gina van der Werf for appointment as member of the Supervisory Board of ICT Group. Her nomination made by the Supervisory Board will be on the agenda of the Annual General Meeting of Shareholders of ICT Group on 9 May 2018. Gina van der Werf is CEO of First Dutch Innovations and has the Dutch nationality. Mr. Jan Sinoo, whose second term ends on 9 May 2018, will not be available for re-election.

Gina van der Werf (46) is CEO of First Dutch Innovations, a multinational company active in the TIC-sector (Testing, Inspection and Certification), Metrology and in Life Sciences. In the past she was Chairman of the Management Board of Priority Telecom NV after corporate positions within the Liberty Global. She also held several Supervisory Board positions within the IT sector and within the Noordelijke Hoge School Leeuwarden (NHL). She holds a degree in Corporate Law and International Organisations from the University of Groningen.

Theo van der Raadt, chairman of the Supervisory Board of ICT Group: “We are very pleased to nominate Gina van der Werf for appointment to the Supervisory Board. With her broad and international management experience and extensive background in the tech sector she will be a valuable addition to our Supervisory Board. I am convinced that ICT Group will benefit from her involvement in developing innovative companies and promoting entrepreneurship. At the same time, I would like to thank Jan Sinoo for his valuable contribution over the past eight years in which ICT made significant steps forward.”

Gina van der Werf will be nominated for appointment for a period of four years until the AGM in 2022. The nomination for appointment will be made under the condition that the general meeting does not make use of its right of recommendation. After her appointment, ICT Group’s Supervisory Board will consist of the following members: Theo van der Raadt (Chairman), Deepak Luthra, Fritz Fröschl and Gina van der Werf. Mrs. van der Werf will become chair of the Remuneration and Appointment committee.

Q3 2017 Results: solid performance

Key developments:

Q3 2017
– Revenue increased 23% to € 25.8 million (Q3 2016: € 21.0 million), organic revenue growth trend continued.
– EBITDA came in at € 2.5 million, an increase of 19% compared to € 2.1 million in Q3 2016.
– Focus on integration and consolidation of acquisitions continued; integration HTS ongoing.

9M 2017
– In the first nine months of 2017 revenue was up 21% to € 76.5 million (9M 2016:
€ 63.1 million), organic revenue growth 8%.
– EBITDA amounted to € 7.8 million (9M 2016: € 6.3 million), an increase of € 1.5 million.

Outlook.
– For the full year 2017 EBITDA expected between € 11.5 million and € 12.5 million.

Jos Blejie, CEO of ICT Group N.V.: “In the third quarter we continued our disciplined approach towards integration and consolidation. The integration process of HTS, which we acquired last June, is ongoing and we completed the integration of Nozhup. All ICT subsidiaries contributed to the growth realized in the past nine months. In particular ICT Nearshoring and BMA performed well in the third quarter. BMA benefited from its delayed launch of a new generation fetal heart monitors. With the continued favorable economic conditions, we expect to pass the € 100 million revenue milestone this year and expect to realize an EBITDA between € 11.5 million and € 12.5 million.”

Financial developments
In the third quarter of 2017 revenue increased 23% to € 25.8 million compared to
€ 21.0 million in Q3 2017. Organically, excluding HTS (acquired in June 2017) and
2 months Nozhup (consolidated as of September 2016), revenue growth was in line with the previous quarters. For the first nine months of the year revenue amounted to € 76.5 million. All subsidiaries contributed to the 21% increase compared to last year. Organic revenue growth year to date is 8%.

Overall productivity levels within ICT Netherlands were in line with last year. Strypes Bulgaria showed a significant increase in revenue compared to Q3 last year. BMA performed above expectations, Improve and Raster performed in line with last year. All ICT subsidiaries recorded positive results. EBITDA came in at € 2.5 million in the third quarter, compared with € 2.1 million in the same period of 2016. Year to date EBITDA was up 24% to € 7.8 million (9M 2016: € 6.3 million), resulting in an EBITDA margin of 10.2% (9M 2016: 10.0%). The positive trend in ICT’s markets continued in the third quarter.

Strategic themes
ICT focuses on the themes Smarter Industries, Smarter Cities and Smarter Health. Within these themes ICT delivers the highest added value to its customers. Due to the acquisitions of Nozhup and HTS, growth in the themes Smarter Industries and especially Smarter Cities was higher than in the Smarter Health theme.

Divestment of minority share in Strypes Nederland B.V.
In October Strypes Bulgaria (ICT Nearshoring) agreed to divest its minority stake (25%) in Strypes Nederland B.V. to the existing shareholders. As a consequence, transfer of the shares will take place early November. As part of this agreement Strypes Bulgaria and Strypes Nederland B.V. will continue their collaboration.

Outlook
ICT will continue to further leverage the strategic platform it has successfully built over the past years, aimed at organic growth combined with acquisitions. ICT’s acquisition strategy is focused on achieving a more balanced position between the three main themes. Our solutions, enabling a digital transformation for our customers, will be deployed in all industries and further internationalized.

Overall ICT has benefited from favorable economic circumstances. The markets in which ICT operates are expected to continue this favorable trend in the fourth quarter of the year. The strong fourth quarter of last year was the first quarter in which the activities of Nozhup were fully consolidated.

Based on the above, ICT expects EBITDA between € 11.5 million and € 12.5 million for the full year 2017.

ICT Group acquires high tech solutions and passes the milestone of 1,000 professionals

ICT Group N.V. (ICT) announces that it has signed a share purchase agreement to acquire 100% of the shares of High Tech Solutions B.V. (HTS), a Dutch based high technology automation services provider. The company was founded in 2006 and currently employs around 25 professionals on a HBO / academic level. HTS brings a customer set that is highly complementary to ICT. The acquisition supports ICT’s growth ambitions. High Tech Solutions is a well-respected industrial automation project and services provider. The company is located in Apeldoorn and delivers consultancy services in different markets like Telecom, Healthcare, Defence Security and High Tech Manufacturing. HTS realises profitable revenues of around EUR 2.5 million per annum. With this acquisition ICT passes the mark of 1,000 employees. Commenting on the closing, Jos Blejie, CEO of the ICT Group, stated: “We are pleased with the acquisition of High Tech Solutions. Although a niche player, HTS is bringing new, well respected, clients and specialised industry knowledge to the ICT Group. We warmly welcome our new colleagues and are proud to pass the milestone of 1,000 professionals. For many years HTS and ICT have worked together and both companies acknowledge that there is a clear cultural fit between the two companies. HTS will work closely together with ICT’s Machine & Systems business unit. The founders of HTS will remain involved until the end of 2018. The purchase consideration will be paid in cash. Further financial details will not be disclosed.

Q1 2017 results: CONTINUED GROWTH IN REVENUE AND EBITDA

Key developments:

  • Revenue in Q1 up 21% to € 25.6 million (Q1 2016: € 21.1 million)
  • Organic revenue increase of 7%.
  • EBITDA increased by 27% to € 2.8 million (Q1 2016: € 2.2 million).
  • Integration of Nozhup accomplished

Key figures

(in € millions) Q1 2017 Q1 2016 Δ
Revenue 25.6 21.1 + 21%
EBITDA 2.8 2.2 + 27%

Jos Blejie, CEO of ICT Group N.V.: “We have started the year 2017 in line with expectations across all our business segments, resulting in revenue and profitability growth in the first quarter compared with the first quarter of 2016. During the first three months we focused on the completion of the integration of Nozhup to be able to immediately reap the benefits of this acquisition. We continue to be committed to the execution of the company strategy, in which gaining market share and investments in new technologies and business solutions are key. Given the current positive economic circumstances we reiterate that we expect a further growth in both revenue and profitability for the full year 2017 versus 2016.”

Financial developments

Revenue in the first quarter of 2017 increased to € 25.6 million compared to € 21.1 million in the first quarter of 2016. Organically, excluding Nozhup and 1 month BMA (consolidated as from February 2016), revenue grew 7%. Due to the acquisition of Nozhup the segment ICT Netherlands increased substantially. Overall the markets ICT operates in continued their positive development this first quarter of 2017. In Q1 2017 ICT made further progress in the execution of its strategy with the completion of the integration of Nozhup into the ICT Netherlands organisation. All ICT subsidiaries recorded positive results. EBITDA came in at € 2.8 million in the first quarter, compared with € 2.2 million in the same period of 2016.

Strategic themes

ICT has made clear choices in terms of growth. ICT focuses on the themes Smarter Industries, Smarter Cities and Smarter Health. Within these themes ICT delivers the highest added value to its customers. As Nozhup’s activities are focussed on Smarter Industries and Smarter Cities, in these areas more growth was realised this first quarter of 2017 than in Smarter Health.

Revenue split per theme (in € millions) Q1 2017 Q1 2016 Δ
Smarter Industries 15.4 13.2 + 17%
Smarter Cities 6.1 4.4 + 39%
Smarter Health 2.5 2.3 + 9%
Other 1.5 1.3 + 15%
Total revenue 25.6 21.1 + 21%

ICT Group completes integration of Nozhup

In September 2016 ICT Group acquired Nozhup, thereby gaining significant scale in the industrial automation market. Nozhup is consolidated for the full quarter in the segment ICT Netherlands. As part of the integration process of Nozhup into ICT a legal merger took effect at the end of March 2017.

Outlook

ICT’s management reiterates the outlook given at the annual results announcement in March. ICT will continue to focus on the further leveraging of the strategic platform it has successfully built over the past years, aimed at organic growth combined with acquisitions. The goal of the acquisition strategy is to achieve strong positions in each of ICT’s three main themes. Overall, the markets in which ICT is active are developing positively from a demand perspective, although some markets do remain challenging. ICT expects its capital expenditures and research & development expenditures for 2017 to grow in line with the increased scale of the company. The tight labour market remains a potential bottleneck, and attracting and retaining the right people continues to be one of our key priorities. Based on the above, ICT expects further growth in revenue and EBITDA in 2017 compared to 2016.

Press release: Full Year Results 2016 ICT GROUP NV

ICT REPORTS REVENUE INCREASE OF 25%, WITH A 44% HIGHER EBITDA

Accelerated execution of strategy drives strong results

Highlights FY 2016

  • Revenue up 25% to € 89.7 million, 8% organic growth
  • EBITDA increased 44% to € 10.3 million, organically EBITDA was up 5%
  • The recent acquisitions contributed considerably to the growth in revenue and results
  • The net result came in at € 5.0 million, a 41% increase compared to 2015
  • Proposed dividend of € 0.33 per share for the year 2016

Highlights Q4 2016

  • Revenue up 32% to € 26.6 million, EBITDA increased 74% to € 4.0 million
  • Organically revenue and EBITDA growth was in line with the full year growth; consolidation of Nozhup and BMA significantly contributed to the group’s Q4 results

Outlook

  • ICT expects a further growth in revenue and EBITDA for 2017 compared to 2016

Key figures

Jos Blejie, CEO of ICT Group N.V.: “2016 has been a good year in which we have made many steps in the execution of our strategy. We continued with a clear focus on what we try to accomplish every day; making the world a bit smarter with our technologies and skills. We further shaped the company into an even more customer centric organisation, which translated into healthy organic growth of 8%. With the acquisitions of the past year, we have further strengthened our position in our three main themes; Smarter Industries, Smarter Cities and Smarter Health. In 2016 we continued to challenge innovation and entrepreneurship. With success. A range of new business development initiatives were originated. We will continue to invest substantially in new technologies and the development of new solutions. We defined our strategy in 2015, delivered on an accelerated execution in 2016, and are excited to continue our successful strategy and further build on our strong foundation in 2017.”

Strategy update

Progress in 2016 In 2016, ICT made significant further progress in the execution of its strategic road map. The company completed the transition to a more customer centric business unit structure. ICT combined its strong organic development with growth through acquisitions. In the beginning of 2016 ICT completed the purchase of 51% of the shares of BMA, a leading Dutch Healthcare software company active in the domain of obstetrics. This transaction further enhanced ICT’s position in the field of Smarter Health. At the end of the first half year of 2016, ICT acquired the water related activities of Dynniq and in September ICT acquired Nozhup, active in industrial process automation in industry and public infrastructure. With these acquisitions, ICT is well on track to deliver on its ambition to become one of the largest Industrial Technology players in the Netherlands, serving the global themes Smarter Industries and Smarter Cities. The Polish operations had not reached the necessary scale to continue to make the operation viable. Therefore the ICT Poland operations were closed with effect from 31 May 2016. ICT’s focus on a single nearshoring entity supported the considerable growth of Strypes Bulgaria. Initiatives to spark entrepreneurship in the organization have led to multiple initiatives originated at all levels and business units in the organization. A number of these have the potential to grow to viable business propositions, such as ICT Mobile, which bundles the latest mobile technologies in the Mobile Enterprise App Platform. ICT’s focus on new business development is also reflected by the commitment to invest 1.5% of revenue in R&D. The investments, geared towards all kind of new technologies in new product market combinations, are vital to the company’s future success. The change of the statutory name from ICT Automatisering N.V. to ICT Group N.V., was adopted by the AGM in May 2016. The new name better reflects the clear focus and the international character of the company. Focus in 2017 ICT aims to obtain a leading position in each of the three defined themes. To support the transition from a leading software integrator to a total technology and service provider, ICT furthermore strives to increase its higher value added revenue from projects as well as from services and licences. Moreover, ICT has the ambition to serve its international customers, also outside the Netherlands. An ambition that will gradually be pursued in its growth strategy. Nozhup will be fully, legally and operationally, integrated within the ICT Netherlands organisation. The integration is expected to be completed by the end of 2017. Raster and BMA will continue to operate under their own label, like Improve, of course in close collaboration with the group. Integration of processes and uniform systems will stimulate this collaboration and will increase efficiency. In terms of Research & Development and technology, ICT continues its path towards the next professionalization level, focused on digital transformation. Furthermore ICT is and will continue to invest in ‘Wellbeing at work’. This includes intellectually challenging assignments, better work places and the simplification of administrative tasks. As the battle for talent continues, attracting and retaining our people remains one of our key priorities.

Notes to the results

Revenue In 2016, ICT Group’s revenue came in at € 89.7 million, 25% higher than the € 71.8 million reported in 2015. Organically, revenue increased by 8% and 17% of growth was driven by the recent acquisitions Raster, BMA and Nozhup. Organic growth was driven by the increase in the number of FTEs, higher average rates and improvements in a number of markets in which ICT is active. Revenue at ICT Netherlands increased 13% to € 69.0 million in 2016, from € 61.0 million in the previous year. This includes four months of revenue from Nozhup, as this activity was consolidated in ICT Netherlands from September onwards. Organically, ICT Netherlands recorded 7% higher revenues. Nozhup is meeting expectations and is making a clear contribution to ICT Netherlands’ profitability. In 2016, ICT Netherlands managed to realise 2% higher average rates. Productivity levels and licences and materials sales were more or less unchanged compared to the previous year. The conditions on the Dutch industrial market were favourable last year, which was reflected in the solid performance of the ICT business units active in this market. The public infrastructure sector saw a lot of activity in 2016 and ICT was able to benefit from this and record strong results. ICT realised healthy growth in the Healthcare segment and sees plenty of opportunities for continued growth in this market. With the recent acquisition of BMA, ICT has clearly strengthened its position in this market. Strypes Bulgaria (“ICT Nearshoring”) saw its revenues increase 33% to € 7.6 million in 2016, from € 5.7 million in 2015. Strypes has more than doubled its employee numbers since ICT acquired the company in early 2015, and has broadened its customer base by gaining a number of new clients. To be able to manage this increase in size and to ensure continued and sustainable strong growth, in 2016 Strypes invested in the professionalization of the organization, including quality controls. These investments, which will continue in 2017, are already paying off, as Strypes was able to increase its profitability substantially in the second half of the year compared to the first half. This resulted in an EBITDA increase of 5% to € 1.7 million for the full year 2016. The segment ‘Other’ recorded revenues of € 14.3 million in 2016 (2015: € 6.2 million). Raster is delivering on target, despite the continuing difficult market conditions in the oil & gas industry in 2016. Their niche position, high quality standards and direct client relationships make them resilient in these challenging market circumstances. Improve performed well, in line with last year. In 2015, Improve achieved a substantial improvement in performance and the company was able to maintain its results at this level in 2016. After a challenging first half of the year, in which BMA performed below expectations as a result of postponed projects, the second half of 2016 saw a recovery in results. The Dutch market is a declining market, as the number of hospitals is declining due to a number of mergers. However, BMA developed a new generation of software to facilitate international expansion, as this new generation software is easier to connect to different protocols in different countries. BMA is in a strong position for this international expansion. ICT Poland was closed down in the first half of 2016. On balance, the five months of revenue from ICT Poland was offset by the costs of closing down the operation. Costs/ personnel expenses In 2016, personnel costs increased by 20% to € 52.0 million (2015: € 43.5 million), as a result of the marked increase in the number of employees and a modest increase in salaries. Other operating expenses increased by 14%, mainly as a result of the recent acquisitions. In 2016, ICT invested in office accommodation, marketing & sales and its financial reporting & human resources processes, with investment levels similar to those in 2015. The HR investments focused primarily on improving the HR processes at the companies ICT has acquired over the past two years. In addition, ICT invested more heavily in recruitment last year. The costs related to strategic initiatives and the realisation of acquisitions and partnerships amounted to € 0.5 million (2015: € 0.6 million). EBITDA EBITDA for the full year 2016 increased by 44% to € 10.3 million, compared to € 7.1 million in 2015. Organically, EBITDA was up 5%, with ICT Netherlands and Strypes Bulgaria both recording higher EBITDA compared to 2015. The overall EBITDA margin increased to 11.5% in 2016 from 9.9% in 2015. Amortisation and depreciation ICT has attributed a value to, and is amortising a number of intangible assets, including order backlog, software and customer relations of its recent acquisitions. Amortisation amounted to € 2.3 million in 2016, comprising € 0.7 million related to Strypes Bulgaria, € 0.6 million to Raster and € 0.6 million to BMA. For Nozhup, the annual amortisation will be € 0.4 million. Depreciation amounted to € 0.6 million in 2016 (2015: € 0.5 million). Operating profit amounted to € 7.4 million in 2016 (2015: € 5.3 million). The operating margin was 8.2%, compared to 7.4% in 2015. The results from joint ventures and associates InTraffic was more or less in line with last year and contributed € 0.2 million to the results. LogicNets performance improved significantly in 2016, as revenues from the platform doubled and the losses were halved in 2016 compared to 2015. Last year, we saw the completion of the development of the platform into a standardised solution, which has improved the marketability of the software platform. LogicNets won a number of reputable new customers. Despite the improvements on all key parameters, LogicNets is still lagging its original ambitious plans. ICT therefore decided to take an impairment on its stake in LogicNets in the fourth quarter of 2016. The downward valuation of LogicNets, including our share in the loss, amounted € 0.6 million. The book value of LogicNets per year-end 2016 amounted to € 0.5 million. In 2016, ICT issued loans to start-up company CIS Solutions, a selling agency (for LogicNets and Internet of things solutions) in Germany. As the company is not yet profitable, the loans have been devalued by € 0.4 million in accordance with IFRS requirements. The book value of the loans was € 0.2 million as per year end 2016. The total result from joint ventures and associates amounted to a loss of € 0.8 million (2015: € 0.3 million loss). Interest expenses increased to € 0.5 million in 2016, from € 0.3 million in 2015, as a result of increased financing for the recent acquisitions, as well as the accrued interest on the deferred acquisition consideration for the remaining 49% of BMA. In July 2016, ICT extended its acquisition credit facility with Rabobank to € 11 million from € 6 million. Additionally, ICT increased its working capital credit facility to € 10 million from € 6 million. The conditions of the facilities remained unchanged. Taxes In 2016, corporate income taxes related to the continuing business activities amounted to € 1.7 million, compared with € 1.1 million in 2015. ICT finalised the liquidation of ICT Germany in 2016. In 2014, ICT recognised a deferred tax liability related to the liquidation of ICT Germany. Given that the German activities were officially liquidated in Q4 2016, and the liability no longer exists, this liability has now been released. As a result, taxes from discontinued operations for 2016 amounted to a credit of € 0.8 million. Net profit for the full year 2016 amounted to € 5.0 million, compared with € 3.6 million in 2015, an increase of 41%. This translates into earnings per share of € 0.56 for 2016 (2015: € 0.41). The number of outstanding ordinary shares had increased to 9,288,309 at year-end 2016 (31 December 2015: 8,747,544) due to shares issued as purchase consideration on acquisitions in 2016.

Cash flow movement

The group cash (and cash equivalents) position amounted to € 5.6 million at year-end 2016, compared to € 6.7 million at year-end 2015. The cash flow from operating activities amounted to € 5.1 million positive in 2016 (2015: € 6.1 million positive). The higher cash income from operating activities was more than offset by the higher income tax paid. Cash flow from investment activities amounted to € 8.4 million negative, compared to € 11.8 million negative cash flow in 2015. The largest impact on the cash flow from investment activities in 2016 came from the net investments less cash acquired related to the acquisition of BMA and Nozhup (€ 6.3 million) and investments in office accommodation (€ 1.1 million). Cash flow from financing activities amounted to € 2.2 million positive (2015: € 1.0 million positive), as a result of the net effect of dividend paid (€ 2.3 million), the payment of the earn-out obligation related to the acquisition of Strypes Bulgaria (€ 1.6 million) and the use of acquisition financing (€ 6.2 million cash inflow) related to the acquisition of BMA and Nozhup. The net cash flow amounted to € 1.1 million negative (2015: € 4.7 million negative).

Balance sheet structure

As a result of the net effect of the payment of dividend of € 2.3 million, the issuance of € 5.4 million in new shares related to the acquisition of BMA and Nozhup, and net profit of € 5.0 million, shareholders’ equity increased to € 43.7 million in 2016 (2015: € 35.5 million). The balance sheet total has increased to € 79.2 million at year-end 2016, from € 58.2 million at year-end 2015, as a result of the acquisitions made last year. Solvency (shareholders’ equity/total assets) stood at 55% at year-end 2016, compared with 61% at year-end 2015, which represents a very sound financial basis.

Personnel

The total number of employees stood at 919 FTE’s at year-end 2016, an increase of 20%. This increase was due to both acquisitions and increased recruitment efforts.

Dividend proposal

ICT proposes a dividend of € 0.33 per share for the 2016 financial year (2015: € 0.24). The dividend payment is subject to the approval of the Annual General Meeting of Shareholders (AGM) to be held on 10 May 2017. For the calculation of the proposed dividend, the realised net profit is adjusted for the non-cash amortisation amounts and the downward valuation of LogicNets. This results in an adjusted net profit for the full year 2016 of € 7.7 million. The proposed dividend represents of € 0.33 per share represents a pay-out ratio of 40% of the adjusted net profit. ICT will offer an option for payment in cash or in shares. ICT will determine the dividend payment in shares one day after the end of the optional period on the basis of the average price of ICT shares during the last five trading days of the optional period, which shall end on 29 May 2017. The dividend will be payable, in cash or in shares, on 7 June 2017.

Outlook

In 2017, ICT will continue to focus on the further leveraging of the strategic platform it has successfully built over the past years, aimed at organic growth combined with acquisitions. The goal of the acquisition strategy is to achieve strong positions in each of ICT’s three main themes. Overall, the markets in which ICT is active are developing positively from a demand perspective, although some markets do remain challenging. ICT expects its capital expenditures and research & development expenditures for 2017 to grow in line with the increased scale of the company. The tight labour market remains a potential bottleneck, and attracting and retaining the right people continues to be one of our key priorities. Based on the above, ICT expects further growth in revenue and EBITDA in 2017 compared to 2016. Cautionary statement This press release contains forward-looking statements. Forward-looking statements are always based on assumptions and estimates relating to uncertain events over which ICT Group N.V. has no control. They concern, for example, measures taken by the Dutch and other governments, currency movements, price fluctuations, changes in law and regulations, legal precedents and market developments. ICT Group N.V. would like to stress that the contents of this press release are based on the information that is currently available. The reality can always deviate from expectations for the future. ICT Group N.V. has no obligation to update the statements contained in this document, unless required by law. In this press release, where information has been presented in thousands or millions of units, amounts may have been rounded. Accordingly, totals of columns or rows of numbers in tables or charts may not be equal to the apparent sum of the individual items. Actual numbers may differ from those contained herein due to such rounding. 2016 financial information The 2016 financial information included in the Extracts from Consolidated Financial Statements attached to this press release is derived from the Annual Report 2016, that has been authorized for issue. The Annual Report has not yet been published by law and still has to be adopted by the Annual General Meeting on 10 May 2017. In accordance with section 393, title 9, book 2 of the Netherlands Civil Code, Deloitte Accountants B.V. has issued an unqualified auditor’s opinion on the Annual Report. Annexes: Extracts from Consolidated Financial Statements 2016 – Consolidated statement of total comprehensive income – Consolidated balance sheet – Consolidated statement of changes in equity – Consolidated statement of cash flows – Other financial information – Segment information Click here to download the Annex of the Annual Results of 2016