Page 1 Company presentation INTERPIPE
Mar 26, 2015
Page 1Company presentation
INTERPIPE
Page 2Company presentation
7LLD09610_Client Screenshow
The materials contained herein (the “Materials”) have been prepared by Interpipe Limited (the “Company”) and its subsidiaries (the “Group”) solely for use at the presentation to investors on April 18, 2008. By accepting the Materials or attending such presentation, you are agreeing to maintain absolute confidentiality regarding the information disclosed in the Materials until notified by the Company. The information set out herein is subject to updating, completion, revision, verification and amendment and such information may change materially. The Company and its respective affiliates is not under any obligation to update or keep current the information contained in the Materials or in the presentation to which it relates and any opinions expressed in them are subject to change without notice. The Company and its respective affiliates, advisors or representatives shall not have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of the Materials.
The information contained in the Materials has not been independently verified.
The Materials are strictly confidential and do not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire, any securities of the Company or any member of its group nor should they or any part of them form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any member of its group nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Any person considering the purchase of any securities of the Company must inform itself independently based solely on the Company’s prospectus and any amendments or supplements thereto (the “Prospectus”) before taking any investment decision. The Prospectus, when issued, may contain information different from the information contained in the Materials. The Materials have been made provided to you solely for your information and background and are subject to amendment. The Materials (or any part of them) may not be reproduced or redistributed, passed on, or the contents otherwise divulged, directly or indirectly, to any other person (excluding the relevant person’s professional advisers) or published in whole or in part for any purpose without the prior written consent of the Company. Failure to comply with this restriction may constitute a violation of applicable securities laws.
No representation or warranty, expressed or implied, is made by the Company or any of its respective affiliates as to the fairness, accuracy, reasonableness or completeness of the information contained herein and no reliance should be placed on it. The Company, its advisers, connected persons or any other person do not accept any liability for any loss howsoever arising, directly or indirectly, from a reliance on the Materials.
Disclaimer
Page 3Company presentation
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The Materials may include forward-looking statements. These forward-looking statements are statements regarding the Group’s intentions, estimates, forecasts, projections, beliefs or current expectations concerning, among other things, the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies and the steel pipe and railway wheel industries. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Group cautions you that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industries in which it operates may differ materially from those expressed, implied or suggested by the forward-looking statements contained in the Materials. In addition, even if the Group’s results of operations, financial condition and liquidity and the development of the industries in which it operates are consistent with the forward-looking statements contained in the Materials, those results or developments may not be indicative of results or developments in future periods. Neither the Company nor the Group undertake to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of the Materials.
The Materials are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The Materials are not for publication, release or distribution in Australia, Canada, Japan or the United States.
The Materials and the information contained herein are not an offer of securities for sale in the United States and may not be distributed to, or be viewed by, any US person within the meaning of Regulation S under the US Securities Act of 1933, as amended. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company that will contain detailed information about the Group and management, as well as financial statements.
This communication is only directed at (i) persons who are outside the United Kingdom, (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person should not act or rely on this communication or any of its contents. Any investment or investment activity to which these materials relate is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Certain information in this presentation is derived from annual reports of the Group’s competitors. While the Company has accurately reproduced such third-party information, it has not independently verified such information. Further, financial data derived from such third-party information (including EBITDA, cost of goods sold, revenue and ratios based thereon) may be calculated on a different basis from the Company.
Disclaimer
Page 4Company presentation
7LLD09610_Client Screenshow
Interpipe - presentation
1. Company overview
2. Interpipe overview and highlights
3. Financial overview
4. Key takeaways
Agenda
Page 5Company presentation
Company overview
Page 6Company presentation
Key highlights Key products
7LLD09610_Client Screenshow
Interpipe at a glance
• Major global producer of seamless pipes, 2nd largest producer of forged railway wheels in the world in 2006
• Focused on high-margin products: 79% of revenue in pipe business from seamless segment with 23% EBITDA(1) margin (2007) and 36% EBITDA(1) margin in wheels business (2007)
• Year-on-year growth in EBITDA(1) of 17% (2006 to 2007)
• Low cost compared to key competitors and vertically integrated
• Diversified global customer base
• Logistically well connected to key markets in CIS, MENA and Europe
• Comprehensive strategy of maintaining cost leadership compared to key competitors, upgrading product portfolio to higher margin products, and growing in attractive markets
• Strategic US$1.7 billion investment program under way
OCTG Line pipe
Special pipesRailway wheels
(1) EBITDA represents in this presentation Adjusted EBITDA numbers, which are recalculated as profit from operations plus depreciation and amortisation, impairment of assets and loss (gain) on dispositions of property plant and equipment, translation differences and other non-recurring items.
Company overview
Page 7Company presentation
7LLD09610_Client Screenshow
Interpipe manufactures a full range of steel pipe products
Examples of products
Welded pipes
Interpipe produces welded pipes with:• Diameters measuring from 15mm to 1,020mm• Wall thickness measuring from 1mm to 15mm
Interpipe welded product range comprises:• Transportation line welded pipes• Industrial welded pipes
Seamless pipes
Interpipe produces seamless pipes with:• Diameters measuring from 32mm to 377mm• Wall thickness measuring from 3mm to 60mm
Interpipe seamless product range comprises:• Seamless OCTG, including drill pipe, surface casing, production
casing and production tubing• VAM compatible UPJ premium joints• Seamless transportation line pipes• Seamless special application pipes, which include boiler pipes,
roller pipes, pipes for submerged pump stations, precision pipes and cold drawn pipes
• Seamless industrial pipes
OCTG Linepipe
Industrial applications pipes
Special pipes
Company overview
Page 8Company presentation
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Interpipe is the largest exporter of railway wheels
Overview of wheels products Examples of products
• Interpipe is certified to supply its products to all major wheels markets, for an extensive range of forged wheels used for freight cars, passenger carriages, locomotives and underground trains
• Interpipe produces approximately 240 different designs of railway wheels and tyres
• According to the European Railway Wheels Association (“ERWA”) Interpipe was the largest exporter of railway wheels worldwide, and the second largest producer of forged railway wheels worldwide in 2006
• Interpipe estimates its worldwide market share was 12% by production volume in 2007
• Interpipe has a well diversified customer base across 23 countries
Source: ERWA, SCI Verkehr GmbH
Company overview
Page 9Company presentation
Interpipe is a global player in the most attractive pipes and wheels marketsIn 2007, pipes were sold in 75 countries, wheels – in 23
Company overview
US$2m (<1%)US$40m (3%)
NAFTA
US$ 59m (16%)US$ 119m (9%)
Europe
US$ 211m (57%)US$ 284m (20%)
Ukraine
US$ 33m (9%)US$ 264m (19%)Other
CIS
US$ 52m (14%)US$ 510m (37%)
Russia
US$ 2m (<1%)US$ 171m (12%)
MENA
Main Interpipe sales directions:
RegionWheel revenue (share of wheels revenue)Pipe revenue (share of pipes revenue)
pipes
wheels
Page 10Company presentation
Different customer concentration for pipes and wheels reflects market structure
Share of revenue top 10 customers by revenue- pipes (2007)
Share of revenue top 10 customers by revenue - wheels (2007)
Key pipes customers Key wheels customers
Company overview
Share of top 10 customers25%
Share of top 10 customers
64%
• Approximately 1000 customers• Largest customer, Gazprom neft, accounts for 5% of
pipes’ revenue (2007)
• Approximately 90 customers• Largest customer, Ukrainian Railways, accounts for
12% of wheels’ revenue (2007)
Technology & Energy Company
Page 11Company presentation
7LLD09610_Client Screenshow
Integrated business model
Steel production Pipe & wheel production Selling to customers globally
100% of steel billets for wheels and 32% for seamless pipes produced internally in 2007
Steel pipes and wheels are produced and sold to internal trading companies
Wheels and pipes sold to end customers and distributors through sales offices and warehouses located in strategic markets
Company overview
NTRP Open Hearth Furnace
Steel billets produced
End customer
EX
TE
RN
AL
SU
PP
LIE
RS
OF
RA
W M
AT
ER
IALS
NTRP
NMPP
LLC Niko Tube
Raw materials supplied from outside (pig iron, fero alloys, oil, natural gas, electricity)
Dneprovtormet Scrap Metal Processing Plant
Wheels
Seamless pipes
Welded pipes
DOMESTIC SALES
INT
ER
PIP
E S
ALE
S O
FF
ICE
S
Dneprostal
Kazakhstan
Russia
Ukraine
UAE
USA
Switzerland
Seamless and welded pipes
Page 12Company presentation
Interpipe overview and highlights
Page 13Company presentation
7LLD09610_Client Screenshow
We are focused on seamless pipe segment with high margins and high barriers to entry
• Know-how barriers
• Industry and customer certification requirements
• Certified by the industry bodies (API, Bureau Veritas, TÜV) and customers (KOC, ADNOC)
Welded pipes
17%
23%
Seamless pipes
• Experienced work force
Pipe segment (2007) Barriers to Entry Interpipe Position
EBITDA split
EBITDA margin
Weldedpipes
83% Seamlesspipes
17%
• Capital intensive• Two operating plants with total
rolling capacity of 1.6 mt per year and finishing capacity of 1.3 mt per year
Interpipe overview and highlights
Page 14Company presentation
7LLD09610_Client Screenshow
Our product line is focused on the dynamically growing and highly profitable Oil & Gas Industry
Oil & Gas(OCTG and linepipe)
Key
d
rive
rs
• Oil prices• Rig count• Scope of drilling• Oil production• Exploration and production Capex
Mar
ket
stru
ctu
re • Oil and gas majors• Oil and gas national companies• Small-scale oil and gas companies• Pipeline contractors• Traders and stockists
62%
32%
3%
Oil and gas pipes, %
Industrial pipes, %
Special application pipes, %
Sales, 2007
Interpipe overview and highlights
Page 15Company presentation
583207
2,7703,454
0
1,000
2,000
3,000
4,000
Ukraine Interpipe NAFTA W.Europe
(US
$)
We have a strong cost position…
(1) COGS and tonnes (other that with respect to Interpipe) are as presented in the annual report of each company without adjustment, all figures are IFRS basedSource: Companies annual reports
Average monthly wages (2006)
(1) Average annual wages divided by number of employees Source: EIU
Source: Company accounts for Ukraine, IEA for NAFTA and W. Europe
Pipes COGS per ton of sold pipes (2007)(1)
Low cost environment in Ukraine
Electricity costs (2006)
Maximizing benefits from our favourable location close to strategic markets
• Compact layout of production assets, with all plants within 120 km of headquarters
• Major suppliers of raw materials within 40-200 km
95
6147
0
25
50
75
100
Ukraine NAFTA W.Europe
(US
$/M
Wh
)
Dnepropetrovsk
Russia
EU
Middle East
Other CIS
Interpipe overview and highlights
1,280
873
795
-150
50
250
450
650
850
1,050
1,250
1,450
Tenaris TMK Interpipe
(US
$/t)
Page 16Company presentation
…flexible products delivery worldwide…• Transportation cost advantage through
nearby railway junction and sea ports, as well as proximity to key markets such as Russia, Middle East and Europe
• Third party inspections can be provided on request by Bureau Veritas, SGS, Bureau Franke, Moody International, Lloyds Register and others.
Interpipe overview and highlights
Page 17Company presentation
… and high and increasing vertical integration
• 2nd largest scrap processorin Ukraine
• Capacity expansion program approved with investments of US$35 million until 2012 targeting the maintenance of full self-sufficiency in view of expected increase in demand by electric arc furnaces (EAF)
2007 2012 target
Dneprovtormet fully covers Interpipe’s demand for scrap
Self-sufficiency in billets close to 50% and increasing further
Scrap supply and demand (kt/year)
Share of billets produced in-house for seamless pipes and wheels
Scrap sourced from a company which will be consolidated into Interpipe
In-house billet production • 4 open hearth furnaces (OHF) with capacity of 750,000 tons of billets per year
• In 2012 two electric arc furnaces (EAF) with expected capacity of 2.2 mt of billets per year are expected to be fully operational targeting close to full self-sufficiency
ca.100%
48%
0
50
100
(%)
2007 - OHF self-sufficiency 2012 target - EAF self-sufficiency(1)
425708
0
750
1,500
2,250
(kt)
ca.2mca.2m
(1) Based on Danielle contractSource: Company data
Vtormet (supply) OHF (demand) Vtormet (supply)EAF (demand)(1)
(1) Based on Danielle contractSource: Company data
Interpipe overview and highlights
Page 18Company presentation
A comprehensive strategic investment program is under way
Focus on oil and gas: OCTG and line pipe
• Increase vertical integration
• Reduce energy and labor costs
Focus on high margin product
Interpipe overview and highlights
Capital Expenditure*, US$mln.
* Does not include capital expenditures for Management Information System and capital maintenance
** Final decision of the board has not been accepted yet. Decision of the board is expected in Q4 2008.
*** Includes a U.S. $ 155 mln. Investments into the second phase of EAF still under discussion. Decision of the board is expected in Q4 2008
**** Includes a U.S. $ 65 mln. for which the final decision of the board has not been accepted. Decision of the board is expected in Q4 2008
2007-2008 2009-2012
Construction of a new seamless pipes mill**
6 578
Construction of a new EAF mill***
291 387
Upgrade of existing seamless pipes capacities****
116 214
Coating line for welded pipes
9 -
Finishing line for wheels 23 -
Modernization of scrap processor
11 15
TOTAL 456 1193
Page 19Company presentation
…and best practice corporate governance supporting our strategy
Best practice corporate
governance
• Board of directors is established in compliance with UK Combined Code on Corporate Governance:
• 3 independent directors (INEDs)
• 3 BoD committees :Remuneration, Audit and Nomination
• Audit and Nomination committees headed by INEDs
• Our INEDs have strong and recognized experience:
• Nikolay Tsekhomskiy (Chairman of Audit Committee): Big 4 audit experience (Ernst & Young), executive positions in major Russian public companies (MTS, VTB), familiarity with IPO and post-IPO processes
• Jean Pierre Saltiel (Chairman of Nomination Committee): executive and supervisory positions in renowned Ukrainian, French and international economic and industrial bodies
• Richard P. Norris: executive positions in the oil & gas and mining industries, extensive experience in the areas of tax, treasury, corporate finance and risk management
Interpipe overview and highlights
Page 20Company presentation
7LLD09610_Client Screenshow
Corporate structure, ensuring effective and efficient operations
OJSCInterpipe
NTRP
OJSCInterpipeNMPP
LLC InterpipeNiko Tube
LLC DneprosteelLLC InterpipeManagement
CJSC Nikopolsky Plant of Technological Tools CJSC Power generation
Cyprus holding companies Management company registered in Ukraine Ukrainian production facilities Commercial companies (Ukraine, Russia, Kazakhstan, Switzerland, US, UAE) Central trading entity based in Ukraine
20.77% 86.47% 72.58%
LLC Interpipe Ukraine
LLC Interpipe-M
LLC Interpipe Kazakhstan
INTERPIPE EUROPE S.A.
KLW Wheelco S.A.
NORTH AMERICAN INTERPIPE, Inc
InterpipeMiddle East
INTERPIPE LLC
Steel One Limited
100%
100%
100%
100%
100%
100%
100%
100%
100%
25.01% 25.01% 30.01%
99,9%
Saleks Investments
Limited
60%
Interpipe overview and highlights
99,9%
12%
0,01%CJSC Nikopolsky
Reparing Plant
OJSCDneprovtormet
95.95%
Page 21Company presentation
Financial overview
Page 22Company presentation
82%
18%Top 5
Other
7LLD09610_Client Screenshow
Interpipe
7LLD09610_Client Screenshow
EBITDA margin (%)
Total
06 07 %chg
301 37123%
106 13325%
35.3% 35.9%
(1) Includes unallocated items of US$13m in 2006 and US$23m in 2007(2) Includes unallocated items of US$1m in 2006 and US$3m in 2007
Revenue split (2007)
Pipes
06 07 %chg 06 07 %chg
Seamless Welded
Revenue (US$m)
EBITDA (US$m)
80%
20%Domestic
Export 71%
29%Domestic
Export
Revenue from top 5 customers (2007) 56%
44% Top 5
Other
43%57%
Domestic
Export
85%
15%Top 5
Other
891 1,101 24% 237 297 25%
25.8% 22.9% 16.1% 16.7%
Strong financial results with 17% growth in EBITDA
06 07 %chg
1,442(1) 1,792(1)
24%
375(2) 438(2) 17%
26.0% 24.5%
Wheels
230 252 10% 38 50 32%
216 2191%
Volumes (kt) 874 915 5% 337 333 (1)%1,427 1,4673%
Financial overview
Page 23Company presentation
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Strong, diversified revenue growth in attractive markets – seamless pipes
Seamless pipes revenue split
159 181
291
431
129
187
90
85
136
168
71
40
15
9
0
200
400
600
800
1000
1200
2006 2007
(US
$ m
)
Overview
• Overall revenue of seamless pipes up by 24%
• Fastest growth in strategic markets: Russia (48%) and other CIS countries (45%)
• Strong increase in revenues in attractive MEA market by 24%
• Maintaining strong position in the domestic market (14% growth)
891
1,101
2%
8%
15%
33%
18%
10%
14%
1%4%
15%
39%
16%
8%
17%
Growth(40)%(44)%
24%
48%
14%
(6)%
45%
Other
NAFTA
MEA
Russia
Ukraine
Europe
Other CIS
+24%
Financial overview
Page 24Company presentation
7LLD09610_Client Screenshow
Focused geographical growth and change in product portfolio – welded pipes
Welded pipes revenue split
78103
86
80
32
7740
34
1
3
0
100
200
300
2006 2007
(US
$ m
)
Overview
27%
35%
12%
26%
Growth
(7)%
32%
(16)%
140%
297
237
36%
33%
17%
14%
• Welded pipes revenue increase by 25%
• Focused growth on domestic and other CIS countries in high margin line pipes segment
• Increase in welded pipes revenue due to the substitution of general use pipes by higher margin line pipes Russia
Ukraine
Europe
Other CIS
+25%
Financial overview
MEA
Page 25Company presentation
7LLD09610_Client Screenshow
Improved position of the global player - wheels
Wheels revenue split
162211
28
52
29
33
50
59
23
2
9
14
0
50
100
150
200
250
300
350
2006 2007
(US
$ m
)
Overview
14%
57%
16%
9%
Growth
87%
31%
19%
15%
<1%(92)%
3% 38%
9%
54%
16%
10%
8%3%
301
371
• Wheels revenue increase by 23%
• Continued growth in revenues on Ukrainian, Russian and European markets
• Further penetration into growing Indian market
Other
NAFTA
Russia
Ukraine
Europe
Other CIS
+23%
Financial overview
Page 26Company presentation
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Maintaining cost leadership position
Revenue and Operating cost per ton
• We successfully coped with increasing volatility of the steel prices, as well as concentrating our efforts on higher value-added products
• Costs under our control were kept within target• We benefited substantially from existing vertical
integration into steel in our wheels production.
Overview Cost of sales, US$ mln.
1,011
657
117
1,222
847
110
0250500750
1,0001,250
Revenue/ton Cost of goodssold/ton
Operatingexpenses/ton
(US
$/t)
2006 2007
Growth
2%
39%
12%
38%
5%36%6%7%+33%
+US$184+US$211 +US$184+US$190
937
4%4%6%7%
9%
68%
71%
9%
6%
5%4%3%2%
-US$8
1,243
Financial overview
Page 27Company presentation
7LLD09610_Client Screenshow
230 252
3850
106
133
0
100
200
300
400
500
600
700
2006 2007
(US
$m
)
Seamless Welded Wheels
Shareholders’ value in Focus - EBITDA
EBITDA per ton
EBITDA evolutionOverview
• EBITDA indicator has witnessed substantial increase both in absolute terms as well as in per tonne terms in 2007
375
438
58%
11%
30%
61%
10%
28%
263
114
491
276149
611
0
250
500
750
Seamless Welded Wheels
(US
$/t
)
2006 2007
Growth,%
10%
32%
25%
17%
+5%
+24%
+17%
+31%
Financial overview
Page 28Company presentation
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Capital structure re-engineering - Gearing
Overview Significant financial flexibility
Net debt evolution and cost
• Strategic capital expenditure program as well as increased investment into working capital arising from business expansion are adequately financed by external borrowings
• Going forward, we are focused on sustaining a controlled level of debt to equity maximizing benefits for the shareholders and keeping financial risks at acceptable level (internal target for gearing 1:1)
• Debut Eurobonds issue in 2007 with credit ratings “B+” obtained from Fitch and S&P
• Proven record of cooperation with leading financial institutions (both international and local)
• The most restrictive of our existing external financial covenants leaves enough flexibility for financial manoeuvre (controlled by internal targets setting):
• - Net Debt/EBITDA: max 2.5:1 • - Debt/Equity: max 1.5:1• - EBIT/Interest cover: min 4:1
0,24 0,14
1,17 1,2
2,5
1,5
Net debt/EBITDA Debt/Equity
01.01.07
01.01.08
Limitation
92
513
8.68% 8.91%
8%
10%
300
600
2006 2007(U
S$m
)Net debt Effective interest rate
Financial overview
Page 29Company presentation
Liquidity management
25,047
63,22
231,772
8,467
429,15
00
50
100
150
200
250
300
350
400
450
500
Borrowings Trade and other current liabilities
Less than 3 months
3 - 12 months
1 - 5 years
Interpipe objective is to maintain continuity and flexibility of funding. Nearly 60% of liabilities are long term
Financial overview
Page 30Company presentation7LLD09610_Client Screenshow
Up to date financial control and reporting
2008-2009 (estimated)
20072006
20072006
• Preliminary IFRS consolidated financial statements
• Regular IFRS reporting function established
• Management accounts prepared on a monthly basis with actual results reviewed against budget by top management
2006
• Full convergence of management accounts and IFRS reporting achieved
• Preparation of IFRS accounts on quarterly and annual basis
• Financial controlling and reporting procedures upgrade started
• IFRS financial statements available within 75 days
• Full automation of the MIS reporting function based on Oracle
• Financial control formalised in accordance with established best practices
• Full fledged internal audit function operating on a regular basis
• IFRS financial statements are expected to be available within 60 days
Financial overview
Page 31Company presentation
Key takeaways
Page 32Company presentation
Key investment highlights
Major global producer of seamless pipes
High margin seamless segment with high barriers to entry
1
2
High margins in stable wheel business
Low cost andvertically integrated
3
4
Substantial margin upside through product portfolio upgrade and operational improvements
Comprehensive strategic investment program under way
7
8
Strong international management team
Best practice corporate governance and focus on shareholder value
9
10
Leading market position in an attractive industry
Sustainable cost advantage and high
quality earnings
Significant upside in profitability
Shareholder value driven company
Significant growth prospects
Exposure to fast growing / high margin OCTG market
Platform to tap into highly attractive growth regions
5
6
Key investment highlights
Page 33Company presentation
Thank you for your attention
Q&A session