ICT Group N.V. (ICT) has signed a Letter of Intent to acquire 100% of the shares of Proficium B.V. (Proficium). Proficium is a fast growing company delivering consultancy services and secondment in the infra market. Its services include developing and deploying tooling and database applications. Proficium has over 20 employees and generates annual turnover of around € 3 million.
The acquisition of Proficium is in line with ICT’s buy-and-build strategy, combining healthy organic growth with selective acquisition opportunities. With the existing water & infrastructure activities of ICT Netherlands and the acquisitions of NedMobiel and InTraffic, ICT is already firmly positioned in the Dutch infra consultancy and engineering market. The specific skills of Proficium with regard to asset management and maintenance engineering further strengthen ICT’s position in this market.
Jos Blejie, CEO ICT: “Proficium is a well-respected supplier on the Dutch infrastructure market. As NedMobiel and Proficium have already successfully worked together on many projects, we believe that these companies have a perfect cultural fit. This acquisition enables ICT to further strengthen its position for engineering and consultancy in Smarter Cities”.
The transaction is expected to be closed in August 2019. Further financial details will not be disclosed.
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 Mr. Wouter van de Bunt and Mrs. Angélique de Vries-Schipperijn, and the reappointment of Mr. Theo van der Raadt, as members of the Supervisory Board of ICT Group.
In line with the proposal, the AGM approved a dividend of € 0.38 per share for the 2018 financial year. The dividend will be payable, in cash or in shares, on 5 June 2019. 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 3 June 2019. The ex-dividend date is 17 May 2019.
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ICT Group N.V. is a leading industrial technology solutions and services provider. Our specific industry knowledge of various markets, enables us to realise innovative solutions. Approximately 1400 passionate technical specialists are working for the ICT Group. The following subsidiaries are the main operating entities of the ICT Group: ICT Netherlands (ICT Automatisering Nederland B.V.), ICT Belgium (ICT Belgium BVBA), Additude Sweden (Additude AB), CIS Germany 66% (CIS Solutions GmbH), Strypes Bulgaria (Strypes EOOD), InTraffic B.V., Raster (Raster Industriele Automatisering B.V.), Improve (Improve Quality Services B.V.), NedMobiel B.V., OrangeNXT B.V., BMA (Buro Medische Automatisering B.V.) and BNV 65% (BNV Mobility).
For further information:
Carla Stuifzand, marketing director
+31 (0)88 908 2000
E-mail: firstname.lastname@example.org www.ict.eu
This press release contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation
Annual report 2018 and convocation for AGM published
ICT Group N.V. (ICT) will propose to the 2019 Annual General Meeting (AGM), to be held on 15 May 2019, to appoint Angélique de Vries-Schipperijn to the Supervisory Board. This proposal to appoint a fifth member to the Supervisory Board follows the proposed nomination of Mr. Van de Bunt for appointment as member of the Supervisory Board and the proposed re-appointment for a two year period of Mr. Van der Raadt, chairman of the Supervisory Board, as announced at the beginning of December 2018.
Mrs. De Vries-Schipperijn (1968) is Senior Vice President at SAP, leading the Global Presales and Solution Experience. Previously she has held a number of other positions at SAP, including Managing Director SAP Nederland B.V. Prior to joining SAP in 1994 she held various positions at Dow Chemicals.
Theo van der Raadt, chairman of the Supervisory Board of ICT Group: “We are pleased to nominate Mrs. De Vries-Schipperijn. Her broad and in-depth knowledge and experience in the field of strategic and technological developments in the technology areas relevant to ICT Group will be of great value to the company”
Shareholders will be asked to approve expansion of the Supervisory Board to five members. ICT believes that the Supervisory Board will benefit from a fifth member to ensure a sufficient continuity in the Supervisory Board as two of the four members will be stepping down in the coming two years.
Mrs. De Vries-Schipperijn will be nominated for appointment for a period of four years until the AGM in 2023. All nominations will be made under the condition that the general meeting does not make use of its right of recommendation. After the (re-)appointments, ICT Group’s Supervisory Board will, effective 15 May 2019, consist of the following members: Theo van der Raadt (Chairman), Deepak Luthra, Gina van der Werf, Wouter van de Bunt and Angélique de Vries-Schipperijn.
As of today, the ICT Group annual report 2018 is available on the website. Furthermore, the convocation for the Annual General Meeting of Shareholders (AGM), including the agenda and the accompanying explanatory notes, have been published on the website (https://ict.eu/about-us/investor-relations/agm/).
The Annual General Meeting of Shareholders will take place on 15 May 2019, 10:30 CET at Novotel Rotterdam, K.P. van der Mandelelaan 150, Rotterdam.
Today ICT Group (ICT) announced its intent to acquire 65% of the shares of BNV Mobility (BNV). ICT aims to make BNV’s platform TURNN the Mobility as a Service (MaaS) solution of ICT Group. MaaS is about providing a seamless travelling experience using all mobility means possible based on real-time information. Travelling time, comfort and costs are optimized based on individual needs.
Acquiring the majority of the shares of BNV will be a logical next step for ICT to accelerate its position in the MaaS market. Within the ICT group, InTraffic is the leading company on travel information systems for public transport, NedMobiel has extensive capabilities and experience in comparable mobility projects in the Dutch market and ICT has the platform knowledge. BNV is one of the leading B2G and B2B Smart Mobility Services firms in the Netherlands. As an experienced mobility provider with a unique know how in behavioral changes of commuters, BNV has been recognised by the Dutch government as a MaaS institute. The full breath of capabilities within ICT Group combined with the specific position of BNV will enable ICT to successfully deliver the MaaS service to the Dutch market and at a later stage to other European Countries.
Jos Blejie, CEO ICT Group: “We are impressed by the current TURNN solution technology of BNV. The specific position of BNV in combination with the use of leading-edge technologies and the power of ICT Group in the Dutch market makes a new combination undoubtfully successful.
MaaS is a new market, but we are convinced it will develop to a sizable market, driven by global issues like city density and pollution. MaaS is one of our strategic themes. This step will strengthen our position as frontrunner and create a dominant position from the start.”
Rehu de Bruijn, CEO BNV Mobility: “We are thrilled to become part of this group as it opens up opportunities of growth acceleration on the platform capabilities through ICT Group’s competence centers and resources, for example in artificial intelligence, machine learning and in-depth knowledge of a broad range of mobility operations. At the same time the access to ICT Group’s business and partner network will help boost our sales and marketing efforts and hence significantly grow our customer base.”
ICT’s strategy is to become a successful European technology solution provider offering time hire services, delivering fixed price projects and software as a service to internationally operating companies and governmental institutes. As part of this strategy ICT Group is looking specifically for a MaaS offering in the Netherlands. The other main shareholder in BNV is Egis, a French group with international activities in transport and mobility services. ICT is convinced that this strategic alliance between Egis and ICT Group shall accelerate the strategic (inter)national MaaS ambitions.
Important acquisitions in Infra & Mobility and launch of OrangeNXT mark important steps in execution of strategic roadmap
Highlights FY 2018
Revenue up 24% to € 129.9 million, 6% organic growth
Underlying EBITDA rose 19% to € 14.2 million, reflecting an underlying EBITDA margin of 11%
Acquisitions of NedMobiel and remaining 50% of InTraffic were completed; significantly strengthening ICT’s strategic position in Infra & Mobility
Software as a Service solutions now bundled in OrangeNXT, a strong platform that supports customers in their digital transformation
Net profit increased to € 9.4 million, including one-off accounting gains of € 4.1 million
Proposed dividend of € 0.38 per share for the year 2018
Highlights Q4 2018
Revenue up 30% to € 37.2 million, EBITDA up 28% to € 5.4 million (Q4 2017: € 28.5 million and
€ 4.2 million, respectively)
Organic revenue growth of 8%
ICT expects further growth in revenue and EBITDA in 2019 compared to 2018
Jos Blejie, CEO of ICT Group N.V.: “We are pleased with the revenue growth of 24% and the EBITDA margin we reported in 2018. Our results show that we are delivering on our promise of healthy and profitable growth while taking significant steps in the execution of our strategy. We significantly enhanced our position in Smarter Cities with our recent acquisitions and are now even better positioned to support our customers in their digital transformation with the OrangeNXT software solutions that combine our expertise and domain knowledge. In 2018 we celebrated our 40th anniversary. Throughout the years we have come to mean more and more to our customers and have grown into leaders in our core markets. I am proud of our over 1,250 professionals who really make a difference. In January 2019 we acquired Additude, a leading Swedish IT consultancy that is a perfect fit with our international expansion strategy. For 2019 we expect higher revenue and EBITDA.”
Progress in 2018
In 2018 ICT significantly strengthened its position in Smarter Cities with the acquisition of NedMobiel and InTraffic. The purchase of 100% of the shares in NedMobiel, a Dutch consultancy specialised in complex infrastructures, was completed in January 2018. This acquisition increases revenue from both projects and consultancy services, thus enabling ICT to move up the value chain. Moreover, the acquisition of NedMobiel positions ICT well in Mobility as a Service (MaaS), a concept which is expected to be a major game changer in Smarter Cities.
The acquisition of the remaining 50% of InTraffic in March 2018 further enhances ICT’s innovation and product development capabilities in the field of Rail Infrastructure and Mobility. The integration process is focused on increasing efficiency to bring InTraffic’s margins more in line with ICT’s overall margins.
In September 2018 ICT acquired the remaining 49% of the shares in ICT Mobile. This acquisition was a jump-start for OrangeNXT, which combines all promising ICT Group software solutions to help its customers reap the full benefits that digital transformation has to offer. OrangeNXT is focused on ready to use software solutions, offered as Software as a Service.
In 2015 ICT started the development of a new platform, Motar, to anticipate the trend of low coding in industrial environments. Low-code software is being used to speed up design and development processes with minimal hand-crafted code, thus minimising programming errors. In 2017 Motar had its first successes in the automotive industry and based on that ICT decided to adapt Motar to other industries. This led to the launch of the company ICT Motar, embracing the High-tech version of the platform, in the second half of 2018.
Strategic update: ‘Develop the future’
At the Capital Markets Day in November 2018 ICT presented its ‘Develop the Future’ strategic update, defining its strategic roadmap and new long term objectives for 2022 as follows:
– to increase the company’s annual revenue to around € 200-230 million in 2022 through organic growth of more than 5% along with acquisitions
– to maintain a profitability margin (EBITDA) of between 10 and 12%
Focus in 2019
Growth will again be the main focus for 2019. Our growth path is defined by our strategic roadmap 2022. The buy-and-build strategy continues to be fully focused on profitable growth, combining healthy organic growth with selective acquisition opportunities.
ICT aims to grow organically in a tight labour market by:
– remaining an employer of choice
– seizing opportunities provided in high growth areas and industries with our Software as a Service solutions bundled in OrangeNXT
– accelerating our nearshoring offerings
At the same time ICT will continue to pursue suitable acquisitions. This includes companies with compelling offerings in the countries in which ICT is already active as well as other geographies, with a focus on Northern Europe. After the balance sheet date ICT announced the acquisition of Additude, a leading Swedish IT consultancy firm. This acquisition is a perfect fit with this international expansion strategy.
Notes to the results
Performance of ICT Group
In 2018 ICT Group revenue rose 24% to € 129.9 million (2017: € 105.0 million). Organic growth, i.e. excluding the contribution of NedMobiel and the nine-month consolidation of InTraffic, in revenue was 6%. Organic growth was driven mainly by the strong performance at ICT Netherlands as a result of the increase in FTEs and higher productivity. Added value increased by 22% to € 114.2 million in 2018 (2017: € 93.4 million).
Market conditions in the industries we serve remained favourable in 2018. The Automotive, High Tech and Machine & Systems markets showed substantial growth, driven by increased customer spending. Public opinion and discussions on sustainability have resulted in lower demand for projects in our Oil & Gas industry unit.
The growth in revenue relating to Smarter Cities was mainly due to the acquisitions of InTraffic and NedMobiel. Smarter Cities also realised solid organic growth in 2018. Spending on public infrastructure remained high in 2018 due to good economic circumstances. Also, government spending on mobility solutions remained high. Our Smarter Cities cluster benefited from these favourable conditions.
The growth in Smarter Health achieved in 2017 could not be sustained. Although the healthcare sector continued to invest in robust, life-prolonging and life-improving IT solutions, ICT saw a decline in revenue due a lower and later availability of the new foetal monitors for sale by BMA and lower productivity in the ICT Healthcare unit.
Personnel costs increased 23% to € 76.7 million (2017: € 62.5 million), in line with the increase in the number of FTEs, both as a result of acquisitions and organic growth in the 2018 financial year.
Other operating expenses increased to € 24.0 million (2017: € 18.9 million), mainly because of the recent acquisitions. The costs relating to strategic initiatives and acquisitions and partnerships amounted to € 0.3 million (2017: € 0.2 million). Furthermore, in connection with the acquisition of InTraffic one-off costs of € 0.8 million were incurred for contract termination fees. Other operating expenses also included non-recurring costs of € 0.4 million relating to the 40th anniversary of the company and start-up costs of € 0.4 million for ICT Belgium BVBA.
Underlying EBITDA came in at € 14.2 million in 2018, an increase of 19% compared to € 12.0 million in 2017. Taking the one-off costs of € 0.8 million relating to the aforementioned contract termination fees at InTraffic into account, EBITDA increased by 12% year-on-year to € 13.5 million.
The underlying EBITDA margin decreased from 11.4% in 2017 to 11.0% in the year under review. This decrease in the underlying EBITDA margin is due to the non-recurring costs related to the 40-year anniversary of the company and start-up costs in ICT Belgium.
Performance per segment
ICT Netherlands showed a strong performance in 2018. Revenue was up 10% to € 89.3 million as a result of more hires and increased productivity, supported by positive market circumstances. Organically, revenue was up approximately 8%. In the year under review EBITDA increased 31% to € 10.8 million. This significant growth in EBITDA compared to 2017 was the result of increased project activity and material sales.
At Strypes Bulgaria (ICT Nearshoring) revenue rose slightly to € 9.9 million in 2018. The ongoing investments in the organisation limited EBITDA in 2018 to € 1.9 million, the same level as in 2017. The increased organisational effectiveness was necessary to safeguard further growth of our nearshoring activities.
InTraffic was consolidated as of 1 April 2018 and contributed € 14.6 million to revenue in the last nine months of 2018. EBITDA came in at € 1.3 million excluding one-off costs of € 0.8 million relating to contract termination fees. Although InTraffic’s margin is currently below the ICT Group target margin range, we are already seeing the first benefits of the steps being taken to increase efficiency at InTraffic. The aim is to bring InTraffic’s margins more in line with ICT’s overall group margins and the full impact of these measures will materialise in the course of 2019.
The ‘Other’ segment posted revenue of € 20.1 million (2017: € 16.4 million). Improve performed in line with last year, with slightly better margins. The performance of Raster stabilised compared to last year. BMA’s performance decreased due to lower hardware (foetal heart monitors) sales and lower software sales in the Netherlands. NedMobiel exceeded expectations in the second half of 2018 and OrangeNXT also performed well with better-than-expected revenue growth. CIS Solutions was consolidated as of the fourth quarter of 2018. CIS is developing as planned.
Other financial information
ICT has attributed a value to, and is amortising, several intangible assets including the order backlog, software and customer relations at its recent acquisitions. Total amortisation in 2018 amounted to
€ 3.8 million (2017: € 2.7 million). Depreciation totalled € 1.2 million in 2018 (2017: € 0.9 million).
Operating profit came in at € 8.6 million in 2018 (2017: € 8.4 million). As a result of the higher amortisation, the operating margin declined to 6.6% from 8.0% in 2017.
The result from joint ventures reflects the contribution of InTraffic for one quarter as InTraffic was still reported as a joint venture in the first quarter of 2018. The result from associates amounted to a loss of € 0.4 million (2017: € 0.4 million loss), mainly attributable to GreenFlux. The result was foreseen in line with Greenflux’ future growth strategy. LogicNets achieved a breakeven result in 2018.
Financing expenses increased to € 0.9 million in 2018 from € 0.5 million in 2017 as a result of increased financing for the recent acquisitions and a loss on the write-off of loans to Valuemaat which filed for bankruptcy in the first half of 2018 (€ 0.2 million). Financing income came in at € 0.3 million and relates mainly to a deferred acquisition consideration adjustment for BMA.
Taxes in 2018 amounted to € 2.1 million compared with € 1.9 million in 2017.
In 2018 ICT Group recognised € 4.1 million in accounting gains. As a result of the acquisition of the remaining 50% in InTraffic, ICT recognised a one-off accounting gain of € 3.5 million related to the revaluation of the 50% stake in InTraffic already held by ICT. Following the investment by new shareholders in GreenFlux, ICT’s stake was diluted from 24.49% to 19.57%. As a result of the revaluation of its stake, ICT realised a one-off accounting gain of € 0.6 million.
Net profit increased to € 9.4 million in 2018 compared with € 5.2 million in 2017. This translates into earnings per share of € 0.99 (2017: € 0.56). The number of outstanding ordinary shares increased during the year under review to 9,463,878 (31 December 2017: 9,411,301) due to the 2017 stock dividend.
Cash flow movement
In 2018 the net operational cash flow amounted to € 11.1 million (2017: € 7.9 million). This positive development is in line with the results growth in 2018 and a result of disciplined working capital management.
In 2018 the cash outflow on investment activities amounted to € 10.2 million, compared with € 2.9 million in 2017. The main elements of this outflow were the purchase price cash consideration for the acquisitions of NedMobiel and 50% of InTraffic (€ 7.8 million) and investments in product development and housing facilities.
The cash outflow from financing activities amounted to € 0.9 million (2017: € 4.3 million). The main elements are the net effect of dividend paid (€ 2.4 million cash outflow) and the balance of new financing arranged for acquisitions and the repayments of existing acquisition financing (€ 1.7 million cash inflow).
The net cash position at 31 December 2018 was € 6.2 million (31 December 2017: € 6.3 million). The net cash outflow amounted to € 0.1 million (2017: € 0.7 million inflow).
Balance sheet structure
Mainly as a result of the net effect of the dividend payment of € 2.4 million and net profit (€ 9.4 million), shareholders’ equity increased to € 54.2 million in 2018 (2017: € 47.7 million). The balance sheet total increased to € 95.6 million at year-end 2018 from € 81.6 million at year-end 2017 as a result of the acquisitions of InTraffic and NedMobiel. The solvency ratio (shareholders’ equity/total assets) stood at 57% at year-end 2018, compared with 58% at year-end 2017, reflecting ICT’s sound financial basis.
At 31 December 2018 ICT Group had 1,227 FTEs (1,274 employees), 24% higher than the 990 FTEs (1,032 employees) at year-end 2017. The acquisitions of InTraffic and NedMobiel and ongoing recruitment efforts contributed to this increase.
ICT proposes a dividend of € 0.38 per share for the 2018 financial year (2017: € 0.35). The proposed dividend is subject to the approval of the Annual General Meeting of Shareholders (AGM) to be held on 15 May 2019. For the calculation of the proposed dividend, the net profit realised is adjusted for the accounting gains recognised in 2018 as well as non-cash amortisation amounts. This results in an adjusted net profit for the full year 2018 of € 9.1 million. The proposed dividend of € 0.38 per share represents a pay-out ratio of 40% of adjusted net profit. ICT offers the option of distribution of the dividend in cash or in shares.
ICT will calculate 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 3 June 2019. The dividend in cash or in shares will be payable on 5 June 2019.
Events after balance sheet date
In January 2019 ICT acquired full ownership of Additude AB, one of southern Sweden’s leading IT consultancy firms. With over 160 employees, Additude realises an annual turnover of around € 16 million. The company provides software and engineering consultancy services supporting customers in their innovation processes, product development and growth strategy. Additude primarily operates in the IT and engineering markets and serves many of Sweden’s largest and technology-intensive companies. This acquisition is a perfect fit with ICT’s international expansion strategy, in which the northern European countries are defined as an important spearhead.
In January 2019 ICT prolonged and extended its financing arrangements. To fund the company’s growth ambitions, the acquisition facility was extended from € 11 to € 25 million at better terms. The working capital arrangement increased from € 10 to € 12.5 million to cover for the larger size of the company. The covenant requirements related to Senior Net Debt to EBITDA ratio increased from 2.0 to 2.5. The other covenants did not change.
Growth will again be the main focus in 2019, as defined in the company’s strategic roadmap 2022. ICT is fully focused on profitable growth and will continue to execute its buy-and-build strategy; combining healthy organic growth with selective acquisition opportunities.
The employment market for IT talents remains very challenging. Attracting and retaining the right people is a top priority.
ICT expects its capital expenditure and research & development expenses to increase in 2019, in line with the increased scale of the company.
ICT is fully committed and confident in its ability to deliver on its long-term objective of increasing annual revenue to € 200 to € 230 million by 2022, while maintaining an EBITDA margin between 10 and 12%. For 2019 ICT expects further revenue and EBITDA growth.
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.
2018 financial information
The 2018 financial information included in the Extracts from Consolidated Financial Statements attached to this press release is derived from the Annual Report 2018, 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 15 May 2019. 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 2018
– Consolidated statement of comprehensive income
– Consolidated balance sheet
– Consolidated statement of changes in equity
– Consolidated statement of cash flows
– Other financial information
– Segment information
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