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Empresas ICA (BMV: ICA*)

June 2013 / Confidential

Table of Contents

Situation Overview Overview of Mexican Construction Industry and Empresas ICA Businesses Charts and Financials

1 16 25

Luzich Partners LLC / July 2013

Situation Overview

Luzich Partners LLC / July 2013

5 Year Stock Price Chart


Stock Price (Pesos) Volume

90.00 80.00 70.00 60.00 50.00


4 5

70.00mm 60.00mm 50.00mm


8

40.00mm
3 1 2 9

40.00
30.00 20.00 10.00

30.00mm 20.00mm

10

10.00mm
0.00 9/9/11 5/24/12 1/31/13

0.00 6/23/03 2/23/04 10/25/04 6/28/05 3/1/06 11/8/06 7/18/07 3/26/08 12/1/08 8/13/09 4/28/10 1/3/11

Empresas ICA, S.A.B. de C.V. (BMV:ICA *) - Volume Empresas ICA, S.A.B. de C.V. (BMV:ICA *) - Share Pricing Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (BMV:OMA B) - Share Pricing

1/13/2005: Announces signing of $690 mm contract to built refinery complex for Pemex

8/6/2007: Announces ICA and its affiliate receive the award for the first package of PARAC toll roads (RCO segment) 9/26/2007: Raised $465 mm USD in an equity raise

5/31/2013: Announces termination of agreement to merge housing business with Javer

8/25/2005: Raised 2.2 billion Pesos by selling new shares

6/7/2013: ICA filed to sell 82.6 mm of Series B shares of OMA Airport group (24% of its 42% stake in OMA) 6/20/2013: Sold its 18.7% stake in RCO to majority owner Goldman Sachs for 5.073 billion Pesos.

1/4/2006: Announces purchase of 44.9% of Central North Airport Group

7/10/2009: Raised $192 mm US in an equity raise. 12/3/2012: Announces deal with Javer to sell VIVEICA, its housing subsidary
2

10

Source: CaIQ, Company press releases.

Luzich Partners LLC / July 2013

1 Year Stock Price Chart


12/03/13 Announces preliminary sale of home building unit to Javer in exchange for Javer stock
30.00mm

(Pesos)
45.00

4/26/13 Release of Q1 13 Results


40.00 25.00mm

35.00

20.00mm

30.00

15.00mm

5/15/13 OMA files share offering for ICA to divest up to 100 mm OMA shares

25.00

10.00mm

20.00

5.00mm

15.00 6/26/12 7/20/12 8/15/12 9/10/12 10/4/12 10/30/12 11/27/12 12/24/12 1/21/13 2/15/13 3/13/13 4/11/13

0.00 5/8/13 6/3/13

5/17/13 Moody downgrades ICA due to weaker than expected credit metrics and weak liquidity

5/21/13 S&P downgrades ICA


Empresas ICA, S.A.B. de C.V. (BMV:ICA *) - Volume Empresas ICA, S.A.B. de C.V. (BMV:ICA *) - Share Pricing

Source: CapIQ. Press releases.

Luzich Partners LLC / July 2013

Bond Pricing
$350 million 2017 8.375% Note

4/26/13 Release of Q1 13 Results

5/15/13 OMA files share offering for ICA to divest up to 100 mm OMA shares

5/17/13 Moody downgrades ICA due to weaker than expected credit metrics and weak liquidity

5/21/13 S&P downgrades ICA

Source: Bloomberg.

Luzich Partners LLC / July 2013

Bond Pricing
$500 million 2021 8.9% Note

4/26/13 Release of Q1 13 Results

5/15/13 OMA files share offering for ICA to divest up to 100 mm OMA shares

5/17/13 Moody downgrades ICA due to weaker than expected credit metrics and weak liquidity

5/21/13 S&P downgrades ICA

Source: Bloomberg.

Luzich Partners LLC / July 2013

Summary of S&Ps Credit Rating report on Empresas ICA, dated May 21, 2013
Summary: S&P lowered its corporate credit rating on Empresas ICA to B+ from BB- due to (i) a reduction of annual revenue growth prospects to mid-single digits in light of delays in backlog execution; (ii) debt increase at the holding company level which limits financial flexibility and liquidity S&Ps assumptions

Revenue: Existing backlog of MXN 31.8 billion will support revenue growth of ~5% during 2013 EBITDA: MXN 6.6 billion Liquidity: S&P revised ICAs liquidity to less than adequate, but stated that dividends received from the operating companies will be sufficient to cover debt service at the holding company level.

Assumed capex of MXN 5.4 billion for the next twelve month; cash flow generation of MXN 2.5 billion

S&Ps negative outlook reflects a one-in-three chance that S&P could further downgrade ICA in the next 12 months

In S&Ps view, sluggish construction activity and high cash requirements for working capital needs, could complicate ICAs ability to lower debt over the next 12 months S&P could lower ratings if ICA deviates from deleveraging plans or if ICA maintains debt at holding company level above $850 mm (a potential reason for the recent asset monetization announcements)

Positives S&Ps Qualitative Viewpoint Largest engineering and construction firm in Mexico, with a long positive track record Diverse portfolio mix

Negatives Inherent cyclicality of construction industry and dependence on Mexican government spending

Source: S&P Credit Report. Oanda FX.

Luzich Partners LLC / July 2013

Cap Structure Summary


(MXN, Millions)

Cap Structure Summary as of March 31, 2013:

Summary of Debt (3/2013) Peso Millions Construction Concessions Airports Corporate and Other Total MXN 2,783 1,477 513 414

Short Term Foreign 5,664 1,500 Total 8,447 1,477 513 1,914 12,351 MXN 3,652 19,830 4,374 739

Long Term Foreign 447 12,770 Total 4,099 19,830 4,374 13,509 41,812

Grand Total 12,546 21,307 4,887 15,423 54,163 % 23% 39% 9% 28%

Commentary of Q1 2013 Debt

Concessions accounted for 39% of total debt

Such debt consisted of structured project finance credit facilities whose source of repayment are the cash flows generated by each project once it starts operations

68% of Concession debt is for operating concessions; 32% is for concession projects under construction

Construction accounted for 23% of total debt and consisted principally of short-term working capital credit lines Debt issued at the parent holding company level represented 28% of total debt

The excess cash balances of each segment and the dividends and fees paid to the parent company are the source of payment for these loans

Source: Company filings and press release.

Luzich Partners LLC / July 2013

Maturity Schedule of Debt


(MXN, Millions)

Maturity Schedule of Debt


33,000 30,000 27,000 24,000 21,000 18,000 15,000 12,000 9,000 6,000 3,000 -

2013

2014
Bank Debt

2015

2016

2017 and Beyond

Securities Debt

Source: Company filings and earnings release.

Luzich Partners LLC / July 2013

Asset Monetization Process


ICA recently announced asset monetization plans: proceeds will be used to repay short-term corporate debt and fund new concession projects. Also, ICA looks to avoid further credit downgrades by S&P and Moodys.

Dates May 31, 2013

Activity / Event

Javer SAPIs deal to buy ICAs home building unit (20 housing developments across five states) was cancelled The market viewed this termination as bad news for ICA and ICAs local shares dropped 7.8% OMA announced that Aeroinvest, ICAs subsidiary, intends to sell 82.6 million Series B shares in a public offering of the Mexican airport operator. ICA expects to retain a controlling interest through its ownership of OMAs Series BB shares Announced agreement to sell 18.7% stake in RCO, the concessionaire of 760 km highways, to Goldman Sachs for 5.07 billion Pesos The Company stated that the proceeds are expected to be used to pay short-term corporate debt and to fund commitments for the new concessioned projects ICA and OMA announced plans to postpone registered public offering of Series B Shares because of market conditions

June 7, 2013

June 20, 2013

June 25, 2013

Updated Liquidity Profile MM Pesos Available Cash as of 3/2013 Sale of 82.6 mm OMA stock at current prices Sale of RCA to GS
(1) (1)

5,654 3,304 5,073 14,031

Updated Available Liquidity


Source: Company press releases. (1) OMA monetization based on share price of 40 Pesos per share; Proceeds untaxed.

Luzich Partners LLC / July 2013

Free Cash Flow Summary and Interest Coverage


(MXN Millions)

FY 2010 Cash from Operations Cash from Investments Free Cash Flow Cash from Financing Net Change in Cash Cash Interest Interest Coverage (Unlevered CFO / Cash Interest) (4,531) (2,403) (6,934) 6,980 46 (1,950) NM 2011 (10,155) 890 (9,265) 15,563 6,298 (2,370) NM 2012 5,487 (3,686) 1,801 (4,248) (2,447) (4,519) 1.2x 2012

Q1 2013 (340) (3,448) (3,788) 6,297 2,509 (1,278) LTM 7,288 (6,736) 552 57 609 (5,478) 1.3x

(2,141) (398) (2,539) 1,992 (547) (319)

Source: Company filings and earnings release.

Luzich Partners LLC / July 2013

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ICA Construction and Concession Historical and Estimated Financials


(MXN Millions)
2010 Construction Revenue YoY Growth Concession Revenue YoY Growth R evenue Construction EBITDA Margin Concessions EBITDA Margin E BIT DA EBITDA Margin 23,574 1890 9% 765 42% 2,655 11% 1,801 21,773 2011 26,946 24% 2,707 50% 29,653 2303 9% 1729 64% 4,032 14% 2012 30,458 13% 4,036 49% 34,494 1,981 7% 2,164 54% 4,145 12% 2013 32,590 7% 4,520 12% 37,110 2,281 7% 2,531 56% 4,813 13% 2014 35,849 10% 5,198 15% 41,047 2,509 7% 2,911 56% 5,421 13% '13 -14 margins based on the median EBITDA margin over the last 8 years Lower than comps because ICA has more concession projects under construction '13 -14 margins based on the median EBITDA margin over the last 8 years Notes '10-12 revenue re-stated for IFRS 11, per press release / mgmt guidance Mid point of ICA's 2013 growth estimates. Company believes 2014 growth rates will be higher, but no guidance yet '10-12 revenue re-stated for IFRS 11, per press release / mgmt guidance '13-14 Growth from (i) higher traffic utilization on mature projects and (ii) recognition of construction revenue from starting concession projects in backlog. '14 growth to be higher than '13, but no mgmt guidance yet

Note: the Company expects minimal financial contribution from its housing segment in 2013 (50 mm Pesos in 2013 according to mgmt) and expects to monetize the housing assets. Housing assets will continue to be marked as discontinued operations / assets held for sale. The Company fired most of the staff in the housing segment in light of the earlier announced merger deal with Javer. With the cancellation of the merger deal, ICA needs to re-build its staff. The Company expects 2014 growths rates for Construction and Concession business to be higher than 2013; however, ICA management is not giving guidance for 2014 yet.

Luzich Partners LLC / July 2013

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ICA Company Valuation


(MXN Millions)

2013 Construction EBITDA EBITDA Multiple Construction TEV Debt Construction E quity V alue Concession EBITDA EBITDA Multiple Concession TEV Debt Concession E quity V alue E quity V alue of Construction & Concession Estimated Value of JVs Book Value of Housing Assets Cash (excl OMA) Corporate and Other Debt Monetization Proceeds - RCO Monetization Proceeds - OMA Market Value of ICA's OMA stake Labor Obligations Net Deferred Taxes Other Long Term Liabilities Company E quity value Shares Outstanding P esos / Share Current Price Upside / Downside 2,281 7.1x 16,119 (12,546) 3,573 2,531 10.9x 27,608 (21,307) 6,301 9,874 4,035 2,369 5,652 (15,423) 5,073 3,515 6,465 (671) (1,678) (1,625) 17,587 607 29.0 25.6 13%

2014 2,509 6.4x 16,016 (12,546) 3,470 2,911 11.4x 33,193 (21,307) 11,886 15,356 4,035 2,369 5,652 (15,423) 5,073 3,515 6,465 (671) (1,678) (1,625) 23,068 607 38.0 25.6 48%

Notes Multiple from average of public North American pure play contractors From cap structure summary in Q1 13 earnings release

Multiple based on average of publicly traded comps OHL and Pinfra From cap structure summary in Q1 13 earnings release

See subsequent slide Currently marked as held for sale From cap structure summary in Q1 13 earnings release Sold to majority partner Goldman Sachs Share offering held off due to market conditions Assumes ICA has 38% economic stake in OMA left Balance Sheet - Note 35 Balance Sheet - Note 23 Balance Sheet - Note 19

Luzich Partners LLC / July 2013

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Comps for Construction and Concession Business


Concession Companies (MX N mm) OHL Pinfra Median ICA Construction Companies TEV ($ USD mm) Flour $ 7,955 Jacobs Engineering 6,471 Median ICA TEV 84,507 54,357 E BIT DA 2013E 2014E 12,556 9,032 3,604 4,042 E BIT DA Margins 2013E 2014E 83% 84% 68% 71% T E V / E BIT DA 2013E 2014E 6.7x 9.4x 15.1x 13.4x 10.9x 11.4x

2,509

2,885

56%

56% T E V / E BIT DA 2013E 2014E 5.9x 5.4x 8.3x 7.3x 7.1x 6.4x

E BIT DA 2013E 2014E $ 1,359 $ 1,467 782 881

E BIT DA Margins 2013E 2014E 5% 5% 7% 7%

2,277

2,505

7%

7%

Commentary from Street re: Concession Companies OHL P infra Underperform: Limited cash creates execution risk. Construction revenues/profits fall as OHL is in final development stages. Portfolio consists of six toll roads Outperform: Growth from volume & toll prices. Strong balance sheet (7 assets are non-securitized) posistions Pinfra for new projects. 14 highways and 2 developments

ICA

Lower margins than comps, because ICA has 7 concessions under construction and 10 mature projects

Source: Company filings and CapIQ.

Luzich Partners LLC / July 2013

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Value of OMA Group


(MXN, Millions)

OMA Market Equity Value OMA Shares Outstanding (mm) Current Share Price OMA Market Equity (Pesos mm) 400 42.6 17,024

ICA's Stake in OMA Series B Shares Series BB Shares through Seta Total Shares % of OMA's float

Prior 167.7 66.8 234.5 58.6%

Est Shares Sold 82.6

Pro Forma 85.1 66.8 151.9 38.0%

Source: Company filings. (1) Assets based off Company 2012 20-F filing (2) Debt figure based off of 2012 debt footnotes and proportional ownership of JVs.

Luzich Partners LLC / July 2013

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Value of Joint Ventures


(MXN, Millions)

V aluation of Joint V entures Industrial Construction - ICA Fluor JV 2012 Adj. EBITDA Multiple Value of ICA Fluor JV ICA's Stake Value of ICA Stake Concession JVs (Note 12) Asset (1) Nuevo Necaxa Aqueduct II El Realito Aqueduct Equity Value of JV V alue of Joint V entures 4,035 Ownership % 50% 42% 51% Value of Asset 3,497 980 195 Debt(2) 1,278 252 210 Equity 2,219 728 (15) 2,933 306 7.1x 2,162 51% 1,103

Source: Company filings. (1) Assets based off Company 2012 20-F filing (2) Debt figure based off of 2012 debt footnotes and proportional ownership of JVs.

Luzich Partners LLC / July 2013

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Overview of Mexican Construction Industry and Empresas ICA Businesses

Luzich Partners LLC / July 2013

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Mexican Construction Industry

The announcement of President Nietos National Infrastructure Plan will be delayed from June 27, 2013 to August 22, 2013

Summary of Business Monitor Report


The Mexican construction sector can be segmented into: infrastructure, transport, and residential construction Infrastructure sector: Business Monitor International (BMI) believes that infrastructure will provide the strongest support to the construction sector

In particular, water, power plants, transmission grids, and pipelines will experience significant growth Concessions will be the preferred method Latest Public Public-Private Partnerships (PPP) law aims to offer greater protection for private investors

Transport sector

The main priority will be roads and railways; airports and ports will be underperforming sub-sectors (which may be a reason why ICA decided to monetize its OMA stake)

Roads: The Mexican transport and communication ministry, SCT, plans to tender 1,000 road projects by end-2013 and crackdown on corruption; the SCT national infrastructure plan will be published in mid-2013

One promising element of the new governments proposal is potential improvement in project selection, which addresses one of the biggest causes of delay in Mexicos transport sector
Average Real Growth by Segment 2013-2016 Transport Road & Bridge Railway Airport Port & Waterway Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure 5.78% 5.45% 10.33% 1.90% 0.95%

Residential Construction

Poor Q412 results and a weakening fundamental supply environment have led to a deterioration in investor confidence an increase in cost of capital for Mexican homebuilders. Nietos National Housing Policy (PNV) focuses on (i) reduction of housing gap; (ii) better coordination of government institutions and (iii) better urban planning

PVNs focus on vertical and inner city housing negatively impacts homebuilders because ( i) apartment complexes are more capital intensive than single homes; (ii) existing home builder companies have an substantial stock of land located on the periphery of cities, which will mostly be written down considering the land is now less valuable.

Source: BMI Report

Luzich Partners LLC / July 2013

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Mexico Infrastructure Industry SWOT Snapshot


Strengths
Strong domestic government has endorsed private procurement of infrastructure projects Regulatory reforms open up new pools of capital to the market Infrastructure investment has been around $US 50 billion (5% of Mexicos GDP) New public private partnership law will offer investors greater security and should unlock private investment potential in Mexico

Weaknesses
Several large-scale tenders have been postponed numerous times, eroding confidence in private sector Slow progress and uncertainty regarding 2013-2017 National Infrastructure Plan

Poor record of 2007-2012 NIP; only 25 projects out of 76 announced projects were carried through

Opportunities

Threats

The second national infrastructure plan (NIP) foresees US$400 billion in infrastructure investment 2013 and 2018. It also looks to pass a new PPP law and increase pension investments in the sector

High corruption levels Uncertainty how the NIP and National Infrastructure Fund will play out under Nieto Competition from Spain in the energy and utilities sector

The new president (Enrique Pena Nieto) may liberalize the energy sector, which would open up significant new investment potential and indirectly boost the construction sector

Nieto has a strong history of infrastructure investment, especially private investment in transport infrastructure

Source: Business Monitor Mexico Infrastructure Report Q3 2013.

Luzich Partners LLC / July 2013

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ICA SWOT Snapshot


Strengths
ICA is Mexicos biggest construction company in revenue Maintained profitability throughout recession in Mexicos construction and infrastructure sector Move into public-private partnership (PPP) sector has created major concession for the Company Debt levels are high Projects are heavily dependent on capital markets and ICAs ability to raise debt ICA usually covers construction cost up front and must recoup through concessions

Weaknesses

Strategic partnership with Pemex, Mexicos stated owned petroleum company


Partnership with MECO in Costa Rica provides strong prospects in Central America

The majority of ICAs projects are fixed prices, which means the company bears interest rate, exchange rate, inflation, and materials cost risk

Opportunities

Threats

Expansion into attractive new markets in the Central/South America Region Peru, Colombia, Panama, and Costa Rica Expansion into mining in Peru through strategic stake Significant beneficiary of the governments National Infrastructure Plan (NIP), which is due to enter its 2nd round in 2013 Mexicos construction sector is returning to strength; this has resulted in new contract awards domestically Government has passed a new PPP law which will improve investor protection and regulations surrounding projects
19

Government struggles to successfully procure projects, many poorly structured Depreciation of Mexican peso would make dollar denominated debt repayment more expense (ICA hedged FX rate between 12 13 Pesos / USD Various risks associated with fixed price contracts (outlined above)

Source: BMI report.

Luzich Partners LLC / July 2013

Company Overview
Overview
Empresas ICA is Mexicos largest engineering, procurement, and construction company. ICAs diverse portfolio consists of civil & industrial construction operations, a controlling stake in OMA airport group, long-term concessions agreements with the Mexican government, and various other international construction & housing engagements. ICAs most important client is the Mexican government, accounting for 64.2% of ICAs net revenues in 2012. ICA has a long-standing relationship with the Mexican government, building large-scale housing developments, numerous public works facilities, and even constructing the Metro, Mexico Citys subway system. With plans to monetize its airport and RCO segments, ICA is seeking to boost its liquidity profile and potentially reinvest the proceeds in its other operating segments.

Operating Segments
Civil Construction accounts for the largest portion of ICAs net revenues (68.6%) and consists of highway, tunnel, hydroelectric plant, and other infrastructure projects. Industrial Construction is the second biggest driver of revenue (13.7%) and focuses on the construction of power plants, manufacturing mills, and various chemical & pharmaceutical facilities. The Concessions segment (9.3% of revenues) is primarily concerned with the long-term operation of toll roads, tunnels, and social infrastructure. OMA Airport Group, of which ICA owns a 52% controlling stake, accounts for 6.5% of net revenues (although ICA is poised to monetize a portion of this asset in the next quarter). Housing and Other Corporate Ventures account for the remaining portion of revenue.

Source: 2012 20F & Credit Suisse Initiating Research Report.

Luzich Partners LLC / July 2013

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Civil Construction Overview


Civil Construction
Civil construction projects comprise the bulk of ICAs backlog and net revenues. ICA has been a national symbol of infrastructure, with a presence throughout Mexicos most important infrastructure projects over the past 50 year. The majority of ICAs international endeavors are civil construction projects. Civil construction projects are typically done under 2 to 5 year contracts. The civil construction segment includes ICAs new mining services which have a backlog of Ps. 8,166 million and are managed by their mining subsidiary in Peru, San Martin.

Summary Civil Construction Financials


( mm pesos) Revenue Operating Income D&A Adj. EBITDA Civil Backlog Cash Debt Cash Flow Operations Investing Financing
Source: 2012 20F, Website, Earnings release.

2010 23,448 767 763 1,949 26,844 844 14,499

2011 28,710 1,116 722 2,487 28,203 1,391 18,963

2012 32,597 1,191 433 2,250 34,254 2,166 10,519

ICA Civil Construction Projects in Foreign Countries: Panama Colombia Costa Rica

(5,054) (33) 5,078

(2,578) (136) 3,254

8,114 (310) (6,996)

Luzich Partners LLC / July 2013

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Industrial Construction Overview


Industrial Construction
ICAs industrial construction segment focuses primarily on the construction & design of manufacturing facilities such as chemical plants, pharmaceutical plants, and steel mills. Industrial construction operates through ICAs joint venture with the Fluor Corporation (ICA-Fluor, of which ICA owns a 51% controlling interest). ICAs subsidiary, Rodio Kronsa, specializes in sub-surface construction such as tunnels, underpasses, and retaining walls and comprises less than 1% of the construction backlog. Industrial construction projects typically involve sophisticated engineering techniques and require complicated technical and quality specifications. As such, specialists (e.g. electrical or plumbing sub-contractors) are sometimes contracted on more complex projects. ICA does not rely on any specific contractor(s) for their ongoing operations. Largest Public Sector Clients: 74% of the industrial construction segments revenues were derived from public sector work. Pemex Exploracion y Produccion Pemex Refinacion Pemex Gas y Petroquimica Basica

Summary Industrial Construction Financials


( mm pesos) Revenue Operating Income D&A Adj. EBITDA Backlog Statement of Cash Flow Operations Investing Financing 2010 4,401 156 36 215 8,455 2011 5,210 356 38 406 7,115 2012 6,507 253 48 306 7,984

946 (22) (399)

683 (42) (533)

(96) (119) 173

Cash Debt

1,193 155

1,300 -

Largest Private Sector Clients:


Braskem Idesa Altos Hornos de Mexico S.A. de C.V. AHMSA
Source: 2012 20F.

Luzich Partners LLC / July 2013

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Concessions Overview
Concessions Construction ICAs concessions segment focuses on the construction, development, maintenance, and operation of long-term concessions of toll roads, tunnels, social infrastructure, and water projects. ICA has 10 concessions projects that are operating and 7 concessions projects that are being developed The construction portion of concessions projects is consolidated within the Civil Construction segment. Concession licenses can be granted by federal, state, or municipal governments and typically last 20 to 40 years. ROI on concession projects is heavily dependent on the duration of the license, the volume of usage of the concession, and the price ICA is able to charge on the concession. ICA typically provides a portion of the equity to finance concession projects and funds the remainder through third party loans and securitization of future cash flows.

Summary Concessions Financials


Q1 ( mm pesos) Revenue Operating Income D&A Adjusted EBITDA B/S Cash Debt Assets Liabilities Statement of Cash Flow Operations Investing Financing 2010 2,102 241 198 1,066 1,516 11,497 2011 3,282 917 284 2,071 7,142 18,818 33,442 6,842 2012 4,740 796 179 2,632 2,704 22,521 43,835 13,055

(3,946) (4,691) 14,140

(1,676) (2,401) 2,032

Drivers for Operating Concessions' Traffic Volume (vehicles / day) Rev / Vehicles Highway Revenue Total Operating Revenue Financial Income Construction Revenue Total Revenue EBITDA Operating Highways Total Adjusted EBITDA

11,522 129 543 653 634 399 1,686

16,611 99 598 1,407 1,068 807 3,282

26,990 67 656 1,556 1,833 1,351 4,740

394 1,066

403 2,071

444 2,632

Source: Filings.

Luzich Partners LLC / July 2013

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OMA Airport Overview


OMA Airport Group

OMA Airport Group Ownership Structure

ICA has a 38% economic stake in the OMA Airport Group via its

Aeroinvest and SETA subsidiaries.

ICA will continue to maintain a controlling stake in OMA after plans to sell off a portion of its shares in a public equity offering.
OMA Airport group manages 13 airports located in prominent travel

hubs throughout Mexico


Aeroinvest Public Float

Aeroinvest 74.5%

Management 25.5%

SETA

OMA Filings Revenue EBIT D&A EBITDA C as h from Operations C as h from Inves tments C as h Debt 2010 2,574 721 149 870 483 (399) 2011 2,790 919 165 1,084 749 (454) 2012 3,141 1,160 187 1,347 1,260 (394) 1,248 2,980

OMA Market Equity Value OMA Shares Outstanding (mm) Current Share Price OMA Market Equity (Pesos mm) 400 42.6 17,024

ICA's Stake in OMA Series B Shares Series BB Shares through Seta Total Shares % of OMA's float

Prior 167.7 66.8 234.5 58.6%

Est Shares Sold 82.6

Pro Forma 85.1 66.8 151.9 38.0%

Source: 2012 20F.

Luzich Partners LLC / July 2013

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Charts and Financials

Luzich Partners LLC / July 2013

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Graph of US Dollar to Peso Foreign Exchange Rate

Source: Oanda

Luzich Partners LLC / July 2013

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Indexed Stock Chart

ICA Share Performance Indexed to Mexico INMEX Index 400.00% 300.00% 200.00% 100.00%

0.00%
-100.00% -200.00% -300.00% -400.00% -500.00% 6/23/03

3/3/04

11/9/04 7/21/05

4/4/06 12/20/06 8/24/07

5/5/08

1/12/09 9/22/09

6/4/10

2/10/11 10/19/11 7/2/12

3/12/13

Empresas ICA, S.A.B. de C.V. (BMV:ICA *)/Mexico INMEX Index (^INMEX) - Share Pricing

Source: CapIQ.

Luzich Partners LLC / July 2013

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Holders of ICA $350 mm Notes

Source: Bloomberg.

Luzich Partners LLC / July 2013

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Holders of ICA $500 mm Notes

Source: Bloomberg.

Luzich Partners LLC / July 2013

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Shareholder Overview
Holder Skagen AS Isaac, Bernardo Quintana (Chairman) BlackRock, Inc. (NYSE:BLK) Citigroup Inc., Asset Management Dimensional Fund Advisors LP Empresas ICA, S.A.B. de C.V., ESOP Delaware Management Business Trust Norges Bank Investment Management Fundacion ICA, Endowment Arm Lord, Abbett & Co. LLC Common Stock Equivalent Held 41,124,700 38,952,496 36,345,003 27,196,779 25,781,851 24,750,461 11,748,200 8,332,467 8,318,499 6,966,756 % Of CSO 6.8 6.4 6.0 4.5 4.2 4.1 1.9 1.4 1.4 1.1 Value (MXN in mm) Change in Shares % Change Position Date 969.1 917.9 856.5 640.9 607.6 583.3 276.8 196.4 196.0 164.2 (1,418,000) 77,939 680 1,091,581 393,200 (884,024) (3.3) Mar-27-2013 - Dec-31-2012 0.2 Apr-30-2013 - Mar-31-2013 4.4 Mar-31-2013 - Dec-31-2012 3.5 Mar-31-2013 - Dec-31-2012 - Dec-31-2012 (11.3) Mar-31-2013

Source: CapIQ.

Luzich Partners LLC / July 2013

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IFRS 11 Accounting Restatement


Key Points

IFRS 11 eliminates the use of proportional consolidation

A joint operator accounts for the assets, liabilities, income, related to its participation in the operations while a participant in a joint venture recognizes its participation using the equity method

ICA adopted IFRS 11 in January 1, 2013

ICA determined that the following legal entities are joint ventures that were previously accounted using proportional consoli dation and will now be accounted using the equity method:

Source: Company Press Releases.

Luzich Partners LLC / July 2013

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IFRS 11 Accounting Restatement Impact on Financials


(MXN, Millions)

IFRS 11 Imp act In come Statemen t Revenue Operating Income Share in Net Income of affiliated companies Consolidated net income Adjusted EBITDA Balan ce Sh eet Cash Current Assets Non-current assets Total Debt Other liabilities Con stru ction Backlog

2012 Financials 47,543 3,681 (76) 1,707 6,964

IFRS 11 Re-stated 37,406 3,047 364 1,707 5,597

8,413 38,824 69,864 51,770 36,256 42,238

6,088 35,839 63,362 47,657 30,882 35,353

Source: Company Press Releases.

Luzich Partners LLC / July 2013

32

Cap Structure Details


(MXN, Millions)

Cap Structure as of Dec 31, 2012:


Short Term Debt Note Payable Note Payable (Construction) Note Payable (Corporate) Other Total ST Debt Long Term Debt Related To: Concessions/Airport Aeroinvest Credit (airport) Aeroinvest Credit (airport) TUCA Securitization Certs Mayab CBS GACN Securitized Certs (airport) Papagos Trust Mitla Credit Sarre CBS CONOISA Credit ICA San Luis Loan (highway) SAQSA Loan (water system) AUNETI Loan (highway) LIPSA Loan Autopista Loan (highway) Renova Loan (water system) El Realito Loan (water system) DIPESA Loans (highway project) Total Concession/Airport Debt Construction La Yesca Loan Import Loans ICASA Loan ICASA Loan ICASA Loan ICASA Loan Total Construction Debt Housing Viveica Loan Viveica Bridge Loan Viveica Bridge Loan Total Housing Debt Other ICA Senior Notes ICA Senior Notes Los Portales Loans CICASA Loans "Other" Total Other Debt Total LT Debt Total Debt 6,430 4,501 216 186 316 11,650 43,303 53,045 2021 2017 2015-2018 Jul-18 8.90% 8.63% 4.25%-8.25% 4.71% Unsecured Unsecured Unsecured, Quarterly Unsecured, Bullet 33 244 794 1,071 May-13 Mar-14 2013-2017 9.25% 8.85% 8.35%-11.35% Unsecured Unsecured Unsecured 68 33 230 350 123 498 1,302 0.959%-4.459% 0.77% 0.62% 1.42% 8.60% 7.85% Unsecured, Bullet Unsecured, Semi-Annual Unsecured, Bullet Unsecured, Bullet Unsecured, Bullet Unsecured, Bullet Amt Outs. 750 385 933 4,536 1,300 7,872 231 1,902 124 2,468 599 2,556 689 3,000 914 412 607 29,279 Maturity Nov-15 Oct-14 2034 Jul-16 Apr-32 2032 Jun-26 2025 2024 2028 2024 2027 2027 2029 Nov-32 Interest Rate 8.35% 8.35% 7.53%-7.83% 5.80% 5.55% 5.65%-10.1% 7.82% 8.00% 6.85% 6.90% 6.85% 6.70% 7.60%-7.85% 7.81% 7.85% 7.60% 7.60% Secured, Guarantee, Amort Secured by stock, Bullet Secured by stock, Bullet Guaranteed by Toll rev, Semi-Annual Secured, Semi-Annual Unsecured Secured, Bullet Guaranteed by Toll rev, Quarterly Secured, Bullet Secured, Bullet Guaranteed with toll rev, Monthly Secured, Monthly Guarantee with toll rev Guarantee with toll rev, Quarterly Guaranteed with CONOISA shares, Quarterly Secured, Monthly Secured, Monthly Secured, Quarterly Amt Outs. 4,373 3,272 2,035 62 9,742 Maturity Interest Rate 8.90% 3.80% 3.80% Secured, Guarantee, Amort Unsecured Unsecured -

Sep-15 Oct-19 Jun-19 Jun-17 Mar-17

Source: Company filings and press release.

Luzich Partners LLC / July 2013

33

Public Comparables
(MM MXN)
Enterprise Value Airport Comps OMA Airport Group Grupo Aeropotuario Del-B SH Grupo Aeropotuario De Sur-B Grupo Aeropotuario Sab De CV Price 37.97 56.61 134.98 15.91 Market Cap 15,155 30,044 40,494 11,413 Debt 3,648 1,975 2,866 6,073 FY2012 16,729 29,459 40,699 15,249 Revenue EBITDA Net Income Free Cash Flow EV/EBITDA Debt/EBITDA EV/Revenue EBITDA Margin FY2012 FY2013 FY2012 FY2013 FY2012 FY2013 FY2012 FY2013 FY2012 FY2013 FY2012 FY2013 FY2012 FY2013 FY2012 FY2013 3,141 4,945 5,120 36,914 3,249 4,961 6,110 41,659 1,341 2,941 3,374 3,698 1,575 3,182 4,271 3,797 818 1,772 2,075 1,323 900 1,732 161 1,226 356 1,129 1,695 208 2,125 113 12.5x 10.0x 12.1x 4.1x 11.8x 11.8x 0.8x 2.4x 2.7x 0.7x 0.8x 1.6x 2.3x 0.6x 0.7x 1.6x 5.3x 6.0x 7.9x 0.4x 5.7x 7.6x 0.6x 0.2x 42.7% 59.5% 65.9% 10.0% 48.5% 64.1% 69.9% 9.1%

(119) (1,067)

Construction Comps Empresas ICA OHL Mexico Sab de CV Promotora y Operadora de INF (PINFRA) Impulsora Del Desarrollo YE 23.02 29.43 116.72 31.06 13,981 43,933 44,368 91,727 55,408 33,660 9,264 41,480 64,722 76,760 51,696 127,091 47,543 20,083 4,593 14,421 43,946 15,983 5,450 8,868 4,201 10,831 3,082 4,854 6,737 12,322 3,618 6,158 1,130 5,158 1,823 278 786 6,522 1,881 1,033 10,037 240 419 (5,358) 1,805 733 15.4x 7.1x 16.8x 26.2x 9.5x 6.7x 12.5x 13.2x 3.1x 3.0x 8.5x 8.2x 2.7x 2.6x 6.7x 1.4x 3.8x 11.3x 8.8x 1.5x 5.1x 8.3x 8.8% 53.9% 67.1% 33.7% 15.3% 77.1% 66.4% 69.4%

Source: CapIQ, Company filings.

Luzich Partners LLC / July 2013

34

Historical Balance Sheet


(MXN Millions)
Current Assets Cash and Investments Trade Receivables Other Receivables Inventories Real Estate Inventories Construction Materials Inventory (net) Restricted: Cash and Cash Equivalents Assets Held for Sale Advances to Subcontractors and Other Total Current Assets Non Current Assets Property, Plant and Equipment, Net Investment in Associated Companies Deferred Tax Assets Derivative Instruments Accounts Receivable, Net Financial Assets from Concession Concessions Restricted: Cash and Cash Equivalents Other Assets Prepaid Expenses Investment Properties Investment Properties Total Assets Current Liabilities Accounts Payable Accrued Expenses and Other Notes Payable Current Portion of Long-term Debt Income Taxes Payable Provisions Advances from Customers Liabilities Related to Assets Available for Sale Current Total Current Liabilities Non Current Liabilities Long-term Debt Derivative Financial Instruments Labor Obligations Retirement Benefit Obligations Deferred Income Taxes Provisions Other Non-current Liabilities Tax Deconsolidation Total Liabilities Shareholders' Equity Common Stock - Par Value Additional Paid in Capital Retained Earnings (Accumulated Deficit) Conversion Result of Foreign Currencies Valuation of Derivative Financial Instrument Retirement Benefit Obligation and Others Labor Obligations and Others Reserve for Repurchase of Shares Non-Controlling Interest Total Shareholders Equity Total Liabilities & Shareholders Equity 12/31/2010 2,975 8,681 2,697 816 4,119 1,401 1,269 21,959 4,258 3,239 1,625 8 14,673 4,655 17,373 142 280 1,104 3,219 72,536 As of 12/31/2011 4,845 26,463 3,514 3,712 1,077 5,973 2,218 47,802 4,566 5,486 3,371 318 8,236 8,488 14,768 82 349 848 4,518 56 98,888 12/31/2012 5,654 18,493 4,528 2,318 792 2,245 3,042 1,752 38,824 6,028 5,845 7,814 482 11,610 15,596 16,872 513 1,126 598 2,887 492 108,688

5,940 4,412 4,701 1,275 379 1,344 1,908 19,958 26,029 1,117 475 1,179 850 1,077 2,521 53,206 8,951 7,086 (317) (238) (655) 32 727 15,585 72,536

6,648 6,749 5,826 13,888 413 2,155 3,922 39,601 30,320 898 607 1,780 493 1,145 3,219 78,064 8,334 7,091 (239) 337 (483) (83) 1,850 4,016 20,824 98,888

7,832 7,342 9,743 1,183 437 1,871 4,088 673 33,169 40,842 1,658 671 4,865 570 1,625 4,627 88,026 8,371 7,043 477 141 (922) (149) 1,850 3,850 20,662 108,688

Luzich Partners LLC / July 2013

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Historical Income Statement


(MXN Millions)
FY Ended Revenues Sales of Goods and Other Concessions Construction Total Revenues Expenses Construction Concessions Sales of Goods and Other General Expenses Interest Expense Interest Income Share in Results of Associated Companies Currency Translation Gain(Loss) Effects of Valuation of Derivative Financial Instruments Other Earnings and Expenses, Net Earnings before Taxes Taxes and Other Expenses Provision for Income Tax Earnings of Discontinued Operations Net Income (Loss) Supplementary Info Gross Profit/loss Operating Income (Loss) Basic EPS - Continuing Operations Basic EPS - Discontinued Operations Basic Earnings Per Share Total 12/31/2010 2,056 2,102 27,850 32,008 (24,940) (1,534) (1,110) (2,439) (1,348) 350 80 5 (316) (30) 726 (151) 396 971 4,424 1,955 0.36 0.61 0.97 12/31/2011 3,431 3,130 33,920 40,481 (30,742) (2,236) (1,425) (3,099) (1,798) 286 30 (1,567) (381) 495 44 57 1,689 1,790 6,078 3,474 (0.33) 2.68 2.34 12/31/2012 4,030 4,408 39,105 47,543 (35,327) (3,090) (2,303) (3,602) (2,659) 534 (76) 1,243 (166) 460 2,557 (694) (155) 1,708 6,823 3,681 2.12 (0.26) 1.86

Luzich Partners LLC / July 2013

36

Historical Cash Flow Statement


(MXN Millions)
FY Ended Operating Activities Net Consolidated Profit/loss Depreciation and Amortization Amortization of Issuance Costs and Financing Commissions Profit/loss for Sale of Properties, Plants and Equipment Gain/loss on Sale of Investments Adjustment for Valuation of Long-term Investment Gain from Changes in the Fair Value of Investment Properties Equity in Results of Non Consolidated Associated Companies Allowance for Doubtful Accounts Unrealized Exchange Rate Fluctuations Income Taxes Effects of Discontinued Operations (2012 Includes Adjustment to Fair Value of Assets Classified as H Other Items Interest Expense Provisions of the Period Valuation of Derivative Financial Instruments Financial Assets from Concession Interest Accrued on Financial Concession Asset Trade Accounts Receivables Real Estate Inventories Inventories and Other Operating Assets Trade Accounts Payable Income Taxes Paid or Refunded Other Receivables Other Current Liabilities Advances from Customers Activities of Discontinued Operations Cash Flow from Operating Activities Investing Activities Acquisition of Property, Plant and Equipment Sale of Tangible Fixed Assets Acquisition of Business Investment in Concessions Loans (paid)/received Other Assets Activities of Discontinued Operations Dividends Received Cash Flow from Investing Activities Financing Activities Debt Payments Proceeds from Long-term Debts Payments Under Leasing Agreements Increases in Common Stock Repurchase of the Company's Own Shares Changes in Minority Interests Derivative Financial Instruments Payments of Issuance Costs and Financing Commissions Activities of Discontinued Operations Interest Paid Cash Flow from Financing Activities Other Adjustments Cash Flow Net Changes in Cash Foreign Exchange Rate Effect on Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of period Cash and Cash Equivalents at end of period 12/31/2010 971 1,192 21 10 (11) (80) 350 (460) 151 369 82 1,469 2,416 299 (1,697) (419) (7,423) (128) (132) 232 (443) 894 (794) (1,421) 19 (4,531) 12/31/2011 1,790 1,261 89 (6) (1,951) (30) 761 2,577 (57) 163 106 2,248 2,910 382 (5,015) (480) (12,307) (891) (262) (348) (1,198) (2,793) 638 2,079 176 (10,155) 12/31/2012 1,708 980 72 (24) (436) 76 382 (994) 694 606 190 4,736 1,182 166 (7,059) (1,183) 5,149 (22) 166 927 (713) 309 (1,128) (182) (113) 5,487

(492) 390 (261) (1,993) 86 (56) (83) 5 (2,403)

(405) 86 (74) (1,587) (101) (92) 2,851 211 890

(465) 82 (559) (2,665) (115) 36 (3,686)

(6,862) 16,621 (37) 4 (94) (535) (168) (1,950) 6,980

(7,092) 27,044 (34) (997) (15) (350) (512) (111) (2,370) 15,563

(20,585) 23,956 (9) (101) (1,197) (1,000) (794) (4,519) (4,248)

(22) (68) 4,541 4,451

6,381 83 4,519 10,982

(2,487) (41) 10,900 8,372

Luzich Partners LLC / July 2013

37

Research Estimates

Empresas ICA Projections (MM MXN) Revenue Deutsche Bank Scotiabank Itau BBA BBVA Morgan Stanley EBITDA Deutsche Bank Scotiabank Itau BBA BBVA Morgan Stanley EBITDA Margin Deutsche Bank Scotiabank Itau BBA BBVA Morgan Stanley EV/EBITDA Deutsche Bank Scotiabank Itau BBA BBVA Morgan Stanley Santander 9.2x 8.8x 9.5x 9.2x 13.2x 9.2x 8.3x 8.1x 8.9x 15.9% 16.9% 15.3% 15.4% 16.7% 16.1% 19.0% 15.5% 15.9% 18.3% 6,511 6,900 8,441 7,834 5,889 7,594 8,343 9,637 8,917 7,067 2013 41,016 40,897 54,996 51,009 35,179 2014 47,077 43,942 62,229 56,011 38,692

8.6x

Luzich Partners LLC / July 2013

38

Management Team

Mr. Alonso Quintana Kawage has been the Chief Executive Officer of Empresas ICA, S.A.B. de C.V. since July 1, 2012 and serves as its President Previously, he served as CFO from 2007 2011

Alonso Quintana Kawage


CEO

He serves as Director of Los Portales S.A. Mr. Kawage has been Director of Red de Carreteras de Occidente SAPIB de CV since April 11, 2011
Mr. Kawage holds a Degree in Civil Engineering from Universidad Iberoamericana and a Master's Degree in Business Administration from Kellogg School of Management at Northwestern University in Chicago

Kathleen E. Redd Chief Financial Officer

Mr. Victor Humberto Bravo Martn served as the Chief Financial Officer and Vice President of Red de Carreteras de Occidente SAPIB de CV since July 1, 2011

Rodrigo Antonio Quintana Kawage General Counsel

Mr. Quintana Kawage has been a Secretary and General Counsel of Empresas ICA, S.A.B. de C.V. since June 1, 2010 Previously, Mr. Quintana Kawage worked as in-house counsel at Banco de Mexico, Mexicos central bank Mr. Quintana Kawage holds a Law Degree from the Instituto Tecnologico Autonomo de Mexico in Mexico City and from the University of Chicago Law School

Source: Company website.

Luzich Partners LLC / July 2013

39

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