TELVENT GIT, S.A. | ||||||
(Registrant) | ||||||
By: | /s/ Ignacio González
|
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Title: Chief Executive Officer |
Exhibit | Description | |
15
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The Companys press release announcing its financial results for the first quarter of 2011 |
| First Quarter Non-GAAP1 Revenues of 168.1 Million, Growth of 1.9% |
| First Quarter Adjusted EBITDA: 23.8 Million; in Line with Q1 2010 |
| First Quarter Non-GAAP Diluted EPS of 0.24 |
| New Bookings During the First Quarter Grew 2% to 208 Million, Driving Backlog to 966 Million |
1 | Each of the financial measures described in this press release is an unaudited and non-GAAP financial measure and reconciliation of each such measure to the most directly comparable unaudited GAAP financial measure is set forth in this press release immediately following the unaudited financial statements. Non-GAAP results should be viewed in addition to, and not in lieu of, GAAP results. |
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| Contract to supply Telvents advanced supervisory control and data acquisition (SCADA) technology to new customer GRTgaz. GRTgaz owns and operates the GDF Suez gas transportation network in France. Telvents OASyS Dynamic Network of Application will be implemented to seamlessly integrate all of the companys tools under a single umbrella of centralized, standardized hardware and software. This contract, along with other recent wins, has earned Telvent a leading position in the Mediterranean-European gas industry. |
| Contract to supply integrated data acquisition and advanced natural gas administration applications to Pertamina for its pipeline network Gas Management System. Under the new contract, the Telvent supervisory control and data acquisition (OASyS SCADA) system and advanced Gas Suite applications will be deployed at the Jakarta Headquarters and five local pipeline Area Control Centers serving North Sumatra (SBU), South Sumatra (SBS), West Java (JBB), Kalimantan (KAL) and South Sumatra (JBT). The Gas Management System will be vital in helping Pertamina meet optimization goals for its pipeline networks operations and receipt and delivery operations, as well as improve overall business performance. |
| Contract with Cymi-Dragados to provide a complete solution to the Araraquara substation, including a control, protection and telecommunication system integrated by Telvents OASyS technology. This substation is being expanded to receive the transmission lines from Madeira river hydroelectric plants, in the north of Brazil, and will be responsible for the distribution of this power to São Paulo, Minas Gerais and Rio de Janeiro states. Araraquara is expected to become the largest substation in the southern hemisphere. |
| Contract with Almabani General Contractors, Co., in Saudi Arabia, to implement the traffic management and control system for the tunnels that will link Riyadh to the citys airport. The system is based on Telvents proprietary data acquisition and control system (SCADA), which will centralize tunnel system and traffic management, providing operators with a set of effective tools to facilitate management and increase safety and security at the same time. |
| Project with the City of Calgary to implement a contactless smart card based Electronic Fare Collection (EFC) system for Calgary Transit. Telvent technology |
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will enable Calgary Transit to optimize the customer experience, improve mobility and efficiently manage fare collection for Calgarys traveling public. When the project is completed Calgary Transit will provide a more convenient method to pay for fares to over 94 million passengers per year. |
| Contract with the Autonomous Government of Catalonia, Dept. of Territorial Policy and Sustainability, in Spain, for comprehensive maintenance of the Vic Highway Control Center (CCCVic) systems and equipment. Telvent also will conduct maintenance service on the tunnel security and control installations and access points managed out of the control center. |
| Contract with CTRMA to implement an Open Road Tolling System (ORT) based on Telvents SmartMobilityTM Tolling management solution for highway tolls to enhance the efficiency and accuracy of toll operations, reducing travel times and minimizing drivers and workers inconvenience. In addition, Telvent will install its Telvent SmartMobilityTM Remote Operations and Maintenance System (ROMS) for optimum maintenance and operations monitoring, enhancing system reliability. The project, the Manor Expressway, will be a 6.2 mile tolled expressway in the City of Manor, near Austin, TX. |
| Contract with Aemet (State Meteorological Agency) in Spain, for meteorological systems maintenance to assist air navigation at airports and air bases in Spain. The contract consists of one year of maintenance of weather information systems in 50 civil and military airports in Spain including field equipment, process systems and presentations at meteorological offices and control towers. |
| Contract with Dallas Water Utilities to implement a cutting edge data technology system. With this solution, Dallas Water Utilities will be able to gather a more accurate analysis of data critical to its operational decision making and react more quickly when unforeseen situations arise within its growing network. Furthermore, the Telvent OASyS Dynamic Network of Applications highly developed security measures will protect the citys fresh water infrastructure and meet the latest Department of Homeland Security standards. Telvent will be responsible for the system design, application engineering, software development and implementation of the SCADA platform for the Dallas Water Utilities. |
| Contract with Directorate General of Civil Aviation, in Kuwait, to provide specialized technical services over 2 years to support the Meteorological Data Processing (MDP) system provided by Telvent. Services include User support, User training, IT facilities management and Database management. |
| Contract with the Water Bureau of Portland, Oregon, USA, to upgrade their water distribution SCADA system from OASyS v6.2 to OASyS 7.5. In addition to upgrading the main SCADA control room, Telvent is providing a backup SCADA system that will eventually reside in Portlands yet to be completed water treatment plant. Telvent will provide all hardware (except workstation hardware), software and engineering services for the upgrade. |
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| Contract with the Regional Health Ministry of the Region of Valencia for the management and operation of its Datacenter systems. Telvent is implementing its Managed Services methodology to transform the current technical support model into a complete outsourced service managed by SLAs (Service Level Agreements). The project is being developed over two years. During the first year Telvent will transfer all of the data and information and stabilize the systems and applications. Then, during the second year all of the staff will be transferred to Telvents offices in Valencia, Spain, to provide the entire service remotely. |
| Contract with BNP Paribas, S.A., in Spain, to provide system hosting services, as well as a Contingency Office to meet this banks Business Continuity Plan and Disaster Recovery Plan needs. Services included under the contract consist of dedicated-room hosting, a 24x7 incident support center, provision of a contingency office in dedicated mode for 150 stations, and Meet-Me Room Service. |
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As of | As of | |||||||
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | (Audited) | |||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
| 60,423 | 70,360 | |||||
Other short-term investments |
2,022 | 2,114 | ||||||
Derivative contracts |
3,873 | 2,717 | ||||||
Accounts receivable (net of allowances of 2,503 as of March 31,
2011 and 2,291 as of December 31, 2010) |
150,303 | 129,860 | ||||||
Unbilled revenues |
358,011 | 327,010 | ||||||
Due from related parties |
24,355 | 26,008 | ||||||
Inventory |
19,026 | 13,417 | ||||||
Other taxes receivable |
23,049 | 28,750 | ||||||
Deferred tax assets |
5,149 | 1,659 | ||||||
Other current assets |
7,027 | 6,544 | ||||||
Total current assets |
| 653,238 | 608,439 | |||||
Deposits and other investments |
7,796 | 7,725 | ||||||
Investments carried under the equity method |
19,603 | 9,321 | ||||||
Property, plant and equipment, net |
80,849 | 83,700 | ||||||
Long-term receivables and other assets |
10,762 | 10,874 | ||||||
Deferred tax assets |
65,509 | 69,578 | ||||||
Other intangible assets, net |
194,477 | 201,793 | ||||||
Goodwill |
243,796 | 256,886 | ||||||
Derivative contracts long-term |
6,060 | 3,987 | ||||||
Total assets |
| 1,282,090 | 1,252,303 | |||||
Liabilities and equity: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
| 227,695 | 243,741 | |||||
Billings in excess of costs and estimated earnings |
81,315 | 79,302 | ||||||
Accrued and other liabilities |
22,941 | 16,377 | ||||||
Income and other taxes payable |
22,901 | 39,991 | ||||||
Deferred tax liabilities |
4,461 | 5,709 | ||||||
Due to related parties |
122,036 | 30,875 | ||||||
Current portion of long-term debt |
37,594 | 28,868 | ||||||
Short-term debt |
37,305 | 48,219 | ||||||
Short-term leasing obligations |
1,399 | 1,656 | ||||||
Derivative contracts |
4,294 | 3,121 | ||||||
Total current liabilities |
| 561,941 | 497,859 | |||||
Long-term debt less current portion |
171,505 | 191,386 | ||||||
Long-term leasing obligations |
1,716 | 1,700 | ||||||
Derivative contracts long-term |
32,274 | 32,508 | ||||||
Other long term liabilities |
25,938 | 25,230 | ||||||
Convertible notes, net of conversion option |
99,531 | 103,534 | ||||||
Deferred tax liabilities |
44,279 | 45,963 | ||||||
Unearned income |
3,352 | 1,514 | ||||||
Total liabilities |
| 940,536 | 899,694 | |||||
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As of | As of | |||||||
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | (Audited) | |||||||
Commitments and contingencies |
| | ||||||
Equity: |
||||||||
Non-controlling interest |
607 | 509 | ||||||
Shareholders equity: |
||||||||
Common stock, 3.00505 nominal par value, 34,094,159 shares
authorized, issued, same class and series |
102,455 | 102,455 | ||||||
Treasury stock, at cost, 370,962 shares |
(4,707 | ) | (4,707 | ) | ||||
Additional paid-in-capital |
94,010 | 93,972 | ||||||
Accumulated other comprehensive income (loss) |
(14,886 | ) | 1,494 | |||||
Retained earnings |
164,075 | 158,886 | ||||||
Total shareholders equity |
| 340,947 | | 352,100 | ||||
Total Equity |
| 341,554 | | 352,609 | ||||
Total liabilities and equity |
| 1,282,090 | | 1,252,303 | ||||
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Three Month Ended March 31, | ||||||||
2011 | 2010 | |||||||
Revenues |
| 163,710 | | 157,731 | ||||
Cost of revenues |
100,158 | 94,960 | ||||||
Gross profit |
| 63,552 | | 62,771 | ||||
General and administrative |
28,107 | 30,057 | ||||||
Sales and marketing |
8,659 | 8,247 | ||||||
Research and development |
4,079 | 2,834 | ||||||
Depreciation and amortization |
9,210 | 7,954 | ||||||
Total operating expenses |
| 50,055 | | 49,092 | ||||
Income (loss) from operations |
13,497 | 13,679 | ||||||
Interest expense |
(6,867 | ) | (7,367 | ) | ||||
Interest income |
3 | 72 | ||||||
Other financial income (expense), net |
(1,046 | ) | (2,326 | ) | ||||
Income (loss) from companies carried under equity method |
846 | 2,196 | ||||||
Total other income (expense) |
| (7,064 | ) | | (7,425 | ) | ||
Income before income taxes |
6,433 | 6,254 | ||||||
Income tax expense (benefit) |
1,142 | 196 | ||||||
Net income |
| 5,291 | | 6,058 | ||||
Loss/(profit) attributable to non-controlling interests |
(102 | ) | (330 | ) | ||||
Net income attributable to the parent company |
| 5,189 | | 5,728 | ||||
Add back |
||||||||
Convertible debt interest expense, net of tax (*) |
| 2,561 | | | ||||
Change in fair value of embedded call option, net of tax (*) |
| (1,910 | ) | | | |||
Adjusted net income attributable to the parent company for diluted EPS |
| 5,840 | | 5,728 | ||||
Basic net income attributable to the parent company per share |
| 0.15 | | 0.17 | ||||
Diluted net income attributable to the parent company per share |
| 0.15 | | 0.17 | ||||
Weighted average number of shares outstanding |
||||||||
Basic |
33,723,197 | 33,723,197 | ||||||
Diluted |
39,945,962 | 34,094,159 | ||||||
(*) | Add-back amounts include exchange rate differences. |
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Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
| 5,291 | | 6,058 | ||||
Less (loss)/profit attributable to non-controlling interest |
(102 | ) | (330 | ) | ||||
Net income attributable to the parent company |
5,189 | 5,728 | ||||||
Adjustments to reconcile net income attributable to the parent company to
net cash provided by operating activities: |
12,135 | 10,468 | ||||||
Change in operating assets and liabilities, net of amounts acquired: |
(61,239 | ) | (66,551 | ) | ||||
Change in operating assets and liabilities, due to temporary joint ventures |
(184 | ) | (1,046 | ) | ||||
Adoption of SFAS 167 |
| (5,707 | ) | |||||
Net cash provided by (used in) operating activities |
| (44,099 | ) | | (57,108 | ) | ||
Cash flows from investing activities: |
||||||||
Restricted cash guaranteed deposit of long term investments and
commercial transactions |
87 | 445 | ||||||
Due from related parties |
| (46,493 | ) | |||||
Purchase of property, plant & equipment |
(1,710 | ) | (2,173 | ) | ||||
Investment in intangible assets |
(3,603 | ) | (4,223 | ) | ||||
Acquisition of subsidiaries, and non-controlling interests, net of cash |
(467 | ) | (2,704 | ) | ||||
Acquisition of investment |
(9,600 | ) | (667 | ) | ||||
Sale of internal IT outsourcing business |
| 3,599 | ||||||
Net cash provided by (used in) investing activities |
| (15,293 | ) | | (52,216 | ) | ||
Cash flows from financing activities: |
||||||||
Proceeds from long-term debt |
| 33 | ||||||
Repayment of long-term debt |
(10,174 | ) | (4,329 | ) | ||||
Proceeds from short-term debt |
446 | 12,247 | ||||||
Repayment of short-term debt |
(13,367 | ) | (34,216 | ) | ||||
Proceeds (repayments) of government loans |
1,418 | 595 | ||||||
Due to related parties |
72,868 | 120,076 | ||||||
Net cash provided by (used in) financing activities |
| 51,191 | | 94,406 | ||||
Net increase (decrease) in cash and cash equivalents |
| (8,201 | ) | | (14,918 | ) | ||
Net effect of foreign exchange in cash and cash equivalents |
(1,736 | ) | 2,378 | |||||
Cash and cash equivalents at the beginning of period |
70,033 | 92,340 | ||||||
Joint venture cash and cash equivalents at the beginning of period |
327 | 554 | ||||||
Cash and cash equivalents at the end of period |
| 60,423 | | 80,354 | ||||
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Three Months Ended March 31, |
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2011 | 2010 | |||||||
Revenues |
||||||||
Energy |
| 61,756 | | 53,208 | ||||
Transportation |
36,053 | 38,473 | ||||||
Environment |
10,502 | 12,196 | ||||||
Agriculture |
20,444 | 19,815 | ||||||
Global Services |
34,955 | 34,039 | ||||||
| 163,710 | | 157,731 | |||||
Gross Margin |
||||||||
Energy |
39.9 | % | 40.2 | % | ||||
Transportation |
26.6 | 34.4 | ||||||
Environment |
54.3 | 41.5 | ||||||
Agriculture |
72.5 | 72.6 | ||||||
Global Services |
25.1 | 25.5 | ||||||
38.8 | % | 39.8 | % | |||||
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Revenues |
||||||||
Energy |
| 62,658 | | 55,280 | ||||
Transportation |
38,979 | 40,896 | ||||||
Environment |
10,387 | 14,155 | ||||||
Agriculture |
20,444 | 19,814 | ||||||
Global Services |
35,679 | 34,930 | ||||||
| 168,147 | | 165,075 | |||||
Gross Margin |
||||||||
Energy |
40.9 | % | 39.8 | % | ||||
Transportation |
25.0 | 32.1 | ||||||
Environment |
54.5 | 45.8 | ||||||
Agriculture |
72.5 | 72.6 | ||||||
Global Services |
24.2 | 24.9 | ||||||
38.3 | % | 39.2 | % | |||||
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Three months ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Reconciliation of Non-GAAP Revenues: |
||||||||
Revenues |
| 163,710 | | 157,731 | ||||
Joint Venture adjustment |
4,437 | 7,344 | ||||||
Non-GAAP Revenues |
168,147 | 165,075 | ||||||
Reconciliation of Non-GAAP Gross Margin: |
||||||||
Gross Margin |
38.8 | % | 39.8 | % | ||||
Joint Venture adjustment effect on margin |
(0.5 | ) | (0.6 | ) | ||||
Non-GAAP Gross Margin |
38.3 | 39.2 | ||||||
Reconciliation of Adjusted EBITDA: |
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Net Income attributable to the parent company |
| 5,189 | | 5,728 | ||||
Loss/(profit) attributable non-controlling interests |
102 | 330 | ||||||
Income tax expense (benefit) |
1,142 | 196 | ||||||
Other income (expense), net |
| | ||||||
Income from companies carried under
equity method |
(846 | ) | (2,196 | ) | ||||
Other financial income (expense), net |
1,046 | 2,326 | ||||||
Interest income |
(3 | ) | (72 | ) | ||||
Interest expense |
6,867 | 7,367 | ||||||
Depreciation and amortization |
9,210 | 7,954 | ||||||
EBITDA |
22,707 | 21,633 | ||||||
Adjustments |
||||||||
Stock compensation plan expense adjustment |
616 | 785 | ||||||
Joint Venture effect adjustment |
495 | 1,589 | ||||||
Adjusted EBITDA |
23,818 | 24,007 | ||||||
Reconciliation of Non-GAAP Income from Operations: |
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Income from Operations |
| 13,497 | | 13,679 | ||||
Joint Venture adjustment effect |
455 | 1,524 | ||||||
Stock compensation plan expense adjustment |
616 | 785 | ||||||
Amortization of Intangibles adjustment |
4,618 | 3,928 | ||||||
Non-GAAP Income from Operations |
19,186 | 19,916 | ||||||
Reconciliation of Non-GAAP Operating Margin: |
||||||||
Operating Margin |
8.2 | % | 8.7 | % | ||||
Joint Venture effect |
0.0 | 0.4 | ||||||
Stock compensation plan expenses effect on margin |
0.4 | 0.5 | ||||||
Amortization of Intangibles effect on margin |
2.8 | 2.5 | ||||||
Non-GAAP Operating Margin |
11.4 | 12.1 |
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Three months ended | ||||||||
March, 31 | ||||||||
2011 | 2010 | |||||||
Reconciliation of Non-GAAP Net income attributable
to the parent company: |
||||||||
GAAP Net income attributable to the parent company |
| 5,189 | | 5,728 | ||||
Joint Venture effect |
(442 | ) | (465 | ) | ||||
Stock compensation plan expenses effect |
616 | 785 | ||||||
Amortization of Intangibles effect |
4,618 | 3,928 | ||||||
Mark to market of derivatives effect |
471 | 1,220 | ||||||
Convertible notes accounting |
(1,021 | ) | | |||||
Loss/(Profit) attributable to non-controlling interests |
22 | 345 | ||||||
Fiscal effect of previous adjustments |
(1,251 | ) | (1,396 | ) | ||||
Non-GAAP Net income attributable to the parent company |
8,202 | 10,145 | ||||||
Reconciliation of Non-GAAP Earnings per Share: |
||||||||
GAAP Basic Earnings per share |
| 0.15 | | 0.17 | ||||
Joint Venture effect on EPS |
(0.01 | ) | (0.01 | ) | ||||
Stock compensation plan expenses effect on EPS |
0.02 | 0.02 | ||||||
Amortization of Intangibles effect on EPS |
0.14 | 0.12 | ||||||
Mark to market of derivatives effect on EPS |
0.01 | 0.04 | ||||||
Convertible notes accounting |
(0.03 | ) | | |||||
Loss/(Profit) attributable to non-controlling interests |
0.00 | 0.00 | ||||||
Fiscal effect of previous adjustments effect on EPS |
(0.04 | ) | (0.04 | ) | ||||
Non-GAAP Basic Earnings per share |
0.24 | 0.30 | ||||||
GAAP Diluted Earnings per share |
| 0.15 | | 0.17 | ||||
Joint Venture effect on EPS |
(0.01 | ) | (0.01 | ) | ||||
Stock compensation plan expenses effect on EPS |
0.02 | 0.02 | ||||||
Amortization of Intangibles effect on EPS |
0.12 | 0.12 | ||||||
Mark to market of derivatives effect on EPS |
0.01 | 0.04 | ||||||
Convertible notes accounting |
(0.02 | ) | | |||||
Loss/(Profit) attributable to non-controlling interests |
0.00 | 0.00 | ||||||
Fiscal effect of previous adjustments effect on EPS |
(0.03 | ) | (0.04 | ) | ||||
Non-GAAP Basic Earnings per share |
0.24 | 0.30 | ||||||