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Supplementary Information

 

8.1 Shareholder information


8.1.1 Investor Relations

TomTom is committed to providing a high degree of transparency and consistency in its reporting. We engage and maintain open dialogue with investors and analysts and have an extensive communication programme, which includes the General Meeting, roadshows, investor conferences, presentations, webcasts and in-house meetings. Related events are reported and regularly updated on the Investor Relations website.

TomTom strictly adheres to applicable rules and legislation on fair disclosure. Our goal is to inform investors about the company and its management, strategy, goals and expectations in a transparent, timely and consistent manner.

Investors and analysts are invited to contact our Investor Relations team with any information requests they have:

Website

The company's Investor Relations website corporate.tomtom.com/investor.cfm contains up-to-date financial information about TomTom. Investors and analysts are encouraged to visit the Investor Relations website regularly for a detailed and up-to-date coverage of the share price, shareholder meetings, quarterly and annual results, press releases, presentations, webcasts and Investor Relations-related events.

In addition, we recommend that investors and analysts visit TomTom's dedicated corporate website, which includes a wealth of information in relation to:

Financial Calendar 2017

Table_73 Financial calendar

Date  Event 
19 April 2017 Publication Q1 2017 results
24 April 2017 General Meeting
19 July 2017 Publication Q2 2017 results
20 October 2017 Publication Q3 2017 results
 

Closed Period

During a closed period prior to the publication of the quarterly results, we do not engage in discussions with analysts, investors and financial journalists or make presentations at investor conferences.

SHAREHOLDER STRUCTURE

An overview of the company's shareholders with a holding (voting rights) of 3% or more of the issued capital can be found in the Corporate Governance section. The following table shows the company's ordinary shareholder structure as at 31 December 2016.

Table_72 Shareholder structure

Name # shares % of total
Founder - Harold Goddijn 26,319,332 11.3%
Founder - Corinne Vigreux 26,137,831 11.2%
Founder - Pieter Geelen 26,137,831 11.2%
Founder - Peter-Frans Pauwels 26,137,832 11.2%
TOTAL FOUNDERS 104,732,826 45.0%
Free float 128,153,910 55.0%
TOTAL SHARES OUTSTANDING 232,886,736 100.0%
 

Preferred Shares

The Foundation Continuity TomTom was established in 2005. The purpose of the Foundation is to safeguard the interests of the company and all of its stakeholders. It does so by ensuring that the company is in a position to resist influences that could affect its independence, continuity and/or corporate identity in any manner that would be in contravention of the interests of the company or its stakeholders.

The company has granted the Foundation a call option entitling it to subscribe for preferred shares up to 100% of the aggregate outstanding share capital (excluding issued and outstanding preferred shares) of the company at the time of issue. An issue of preferred shares in the manner described would cause substantial dilution of the voting power of any shareholder whose objective was to gain control of the company.

Currently, there are no preferred shares outstanding. More information on the Foundation can be found in the Corporate Governance section.

 

8.1.2 Share Price Performance in 2016

The graph below shows the indexed closing share price development of the company versus the AMX during 2016.

8.1.3 Key share data

Table_74 Key share information (I)

(€, unless stated otherwise) 2016 2015
Share price at the start of the year 11.61 5.53
Share price at the end of the year 8.55 11.61
Highest closing share price 11.88 12.29
Lowest closing share price 6.21 5.30
Market capitalisation at year end (€ in millions) 1,990 2,674
Average daily volume traded (# in thousands) 1,612 2,141
EPS - fully diluted 0.05 0.08
Adjusted EPS - fully diluted1 0.23 0.21
FCF per share - fully diluted2 0.10 -0.15
Weighted average number of shares outstanding (# in millions) 231.7 227.8
Weighted average number of shares fully diluted (# in millions) 235.0 232.4
 
1. Earnings per fully diluted share count adjusted for acquisition-related amortisation & gain on a post-tax basis.
2. FCF is defined as cash flow from operating activities minus cash flow from investing activities

Shares Outstanding

TomTom NV had 232,886,736 shares outstanding as at 31 December 2016. The number of options outstanding was 8,125,043. The weighted average number of shares on a fully diluted basis was 234,970,398.

Listing

TomTom NV shares are traded on Euronext Amsterdam in the Netherlands, where the company is included in the Amsterdam Mid-Cap Index (AMX);

  • Euronext Amsterdam symbol: TOM2;

  • ISIN: NL0000387058;
  • Common Code:021984272;
  • Amsterdam Security Code Number: 38705;

Share options of TomTom are traded on the Euronext Amsterdam Derivative Market.

Dividend Policy

TomTom has no current plans to distribute dividends. The company gives priority to increasing technology investments to strengthen its capabilities and competitive position, whilst at the same time improving its balance sheet. The company believes that allocating its cash resources to these priorities, serves shareholders' interests better in the longer term.

8.2 Key figures overview 2009-2016



Table_75 Key Figures Overview 2008 -2015

(€ in millions, unless stated otherwise) 2016 2015 2014 2013 2012 2011 2010 2009
INCOME AND EXPENSES                
Revenue 987 1,007 950 963 1,057 1,273 1,521 1,480
Gross result 566 519 523 521 555 640 744 731
Operating result1 9 1 21 26 70 102 190 231
Net result2 12 18 23 20 129 74 110 94
DATA PER SHARE                
Earnings per share (€) - diluted 0.05 0.08 0.10 0.09 0.58 (1.97) 0.49 0.47
Adjusted earnings per share (€) - diluted3 0.23 0.21 0.27 0.26 0.40 0.55 0.70 0.78
SHARES OUTSTANDING (#)                
Average # basic shares outstanding (in millions) 232 228 223 222 222 222 222 184
Average # diluted shares outstanding (in millions) 235 232 225 223 222 222 222 185
REGIONAL REVENUE SPLIT                
Europe 773 771 719 710 773 937 1,070 1,007
North America 167 186 163 178 208 257 380 411
Rest of world 47 49 68 76 76 79 70 62
CASH FLOW                
Cash generated from operations 158 123 135 188 187 195 265 430
Cash flows from operating activities 144 119 119 260 167 174 210 340
Cash flows from investing activities -120 -154 -106 -91 -51 -73 -65 -90
Cash flows from financing activities -29 29 -118 -74 -146 -214 -209 -206
Net (decrease)/increase in cash and cash equivalents -5 -6 -106 95 -30 -112 -64 45
BALANCE SHEET                
Goodwill 400 403 382 382 382 382 855 855
Intangible assets 796 811 801 804 821 872 946 986
Inventories 54 49 47 42 44 66 94 67
Trade receivables 132 139 133 115 150 185 306 294
Cash and cash equivalents 143 148 153 258 164 194 306 368
Provisions 91 68 83 80 81 101 109 114
Borrowings 10 49 49 173 247 384 588 790
Trade payables 77 95 88 82 84 117 218 201
Total equity and liabilities 1,629 1,654 1,591 1,678 1,724 1,799 2,623 2,686
Net cash/(Net debt) 133 98 103 83 -86 -194 -294 -442
KEY RATIOS4                
Days sales of Inventory (DSI) 43 31 33 31 30 31 31 21
Days sales outstanding (DSO) 45 44 46 39 47 48 55 51
Creditor days 61 60 63 60 57 56 72 64
NUMBER OF EMPLOYEES (#)                
At end of period (FTE) 4,716 4,605 4,116 3,630 3,441 3,677 3,487 3,138
 
1. Operating result excludes the acquisition-related impairment charges (2011: €512 million) and restructuring charges (2011: €14.8 million; 2010: €3.3 million; 2009: €10.3 million).
2. Net result excludes the abovementioned impairment and restructuring charges and the related tax effects.
3. Earnings per share adjusted for acquisition-related amortisation and gain, goodwill impairment and restructuring charges on a post-tax basis, and an €80 million one-off tax gain in 2012.
4. Calculated based on the sales/cost of sales and the number of days in the last three months of the year.

8.3 Quarterly statement of income 2016



Table_76 Quarterly summary income statement 2015

(€ in thousands, unless stated otherwise; quarterly data unaudited) Q1 2016 Q2 2016 Q3 2016 Q4 2016 FY 2016
REVENUE 217,155 265,225 239,331 265,618 987,329
Cost of sales 93,850 119,967 94,690 112,594 421,101
GROSS RESULT 123,305 145,258 144,641 153,024 566,228
           
Research and development expenses 44,533 45,675 50,680 49,585 190,473
Amortisation of technology and databases 20,626 21,107 22,571 27,222 91,526
Marketing expenses 15,058 21,545 19,159 24,847 80,609
Selling, general and administrative expenses 47,401 44,179 51,278 51,868 194,726
TOTAL OPERATING EXPENSES 127,618 132,506 143,688 153,522 557,334
           
OPERATING RESULT -4,313 12,752 953 -498 8,894
           
Interest result -305 -377 -404 -285 -1,371
Other financial result 1,711 -1,233 513 -2,001 -1,010
Result of associates 327 134 97 178 736
RESULT BEFORE TAX -2,580 11,276 1,159 -2,606 7,249
           
Income tax gain/(charge) 7,346 911 -594 -2,954 4,709
NET RESULT 4,766 12,187 565 -5,560 11,958
Attributable to:          
- Equity holders of the parent 4,792 12,066 595 -5,466 11,987
- Non-controlling interests -26 121 -30 -94 -29
NET RESULT 4,766 12,187 565 -5,560 11,958
           
MARGINS          
Gross margin (%) 57% 55% 60% 58% 57%
EBIT margin (%) -2% 5% 0% 0% 1%
           
CALCULATION OF ADJUSTED EARNINGS PER SHARE (€ in million)          
Net result attributed to equity holders 4.8 12.1 0.6 -5.5 12.0
Acquisition-related amortisation 13.7 13.7 13.7 14.2 55.3
Tax effect of adjustments -3.0 -2.6 -2.6 -2.7 -10.9
Remeasurement of deferred tax liability1 -7.6 0.0 0.0 5.3 -2.3
ADJUSTED NET RESULT 7.9 23.2 11.7 11.3 54.1
           
Basic number of shares (in thousands) 230,612 231,193 232,424 232,725 231,743
Diluted number of shares (in thousands) 234,964 234,522 235,265 235,430 234,970
           
EARNINGS PER SHARE          
Basic EPS (€) 0.02 0.05 0.00 -0.02 0.05
Fully diluted Adjusted EPS (€) 0.03 0.10 0.05 0.05 0.23
 
1. The adjusted net result in Q1 '16 and Q4 '16 included adjustment for the remeasurement of deferred tax liability on acquisition-related intangibles.

8.4 Quarterly statement of cash flows 2016



Table_77 Quarterly summary statement of cash flows 2015

(€ in thousands, quarterly data unaudited) Q1 2016 Q2 2016 Q3 2016 Q4 2016 FY 2016
Operating result -4,313 12,752 953 -498 8,894
           
Financial gains/(losses) 954 -553 -1,960 2,794 1,235
Depreciation, amortisation and impairment 29,870 30,941 32,140 39,052 132,003
Change in provisions -3,217 4,805 -2,422 10,483 9,649
Equity-settled stock compensation expense 947 987 816 525 3,275
Change in working capital:          
Change in inventories -8,132 6,020 -10,535 6,830 -5,817
Change in receivables and prepayments 11,672 -58,744 19,192 42,063 14,183
Change in current liabilities (excluding provisions)1 -44,046 38,499 22,571 -22,325 -5,301
CASH GENERATED FROM OPERATIONS -16,265 34,707 60,755 78,924 158,121
           
Interest received 42 44 42 57 185
Interest paid -264 -338 -364 -261 -1,227
Corporate income taxes (paid)/received -1,870 -1,151 -6,695 -3,046 -12,762
CASH FLOWS FROM OPERATING ACTIVITIES -18,357 33,262 53,738 75,674 144,317
           
Investments in intangible assets -21,304 -25,678 -27,489 -21,973 -96,444
Investments in property, plant and equipment -7,735 -4,558 -4,409 -4,439 -21,141
Acquisition of subsidiaries and other businesses -2,331 0 0 0 -2,331
Dividend received 0 80 50 60 190
CASH FLOWS FROM INVESTING ACTIVITIES -31,370 -30,156 -31,848 -26,352 -119,726
           
Repayment of borrowings -4,287 0 0 0 -4,287
Change in utilisation of credit facility 20,000 13,000 -30,000 -38,000 -35,000
Change in non-controlling interest 0 0 -98 0 -98
Dividends paid 144 -271 -11 0 -138
Proceeds on issue of ordinary shares 1,235 6,433 1,255 1,116 10,039
CASH FLOWS FROM FINANCING ACTIVITIES 17,092 19,162 -28,854 -36,884 -29,484
           
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS -32,635 22,268 -6,964 12,438 -4,893
Cash and cash equivalents at the beginning of period 147,565 114,630 136,391 129,262 147,565
Effect of exchange rate changes on cash balances held in foreign currencies -300 -507 -165 827 -145
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD 114,630 136,391 129,262 142,527 142,527
 
1. Includes movements in the non-current portion of deferred revenue presented under Non-current liabilities.

8.5 Definitions and abbreviations



Table_78 Definitions and abbreviations

Term Definition
ADAS Advanced Driver Assistance Systems
AFM the Netherlands Authority for Financial Markets
AMX the Amsterdam Mid-Cap Index
Apps Applications
ARPU Average Revenue Per User
ASP Average Selling Price
B2B Business to Business
B2C Business to Consumer
Code the Dutch Corporate Governance Code
Company TomTom NV
CSR Corporate Social Responsibility
EICC the Electronic Industry Citizenship Coalition
ERP Enterprise Resource Planning
ETR Effective Tax Rate
Foundation Foundation Continuity TomTom
GIS Geographical Information System
GPS Global Positioning System
Group TomTom NV together with its subsidiaries
HD High Definition
IFRS International Financial Reporting Standards
ISO International Standardisation Organisation
KPI Key Performance Indicators
LTM Last Twelve Months
NavKit TomTom navigation technology engine
NDS Navigation Data Standard
North America The United States and Canada
NPE Non Practicing Entities
OEM Original Equipment Manufacturer
OS Operating System
PDA Personal Digital Assistant
PND Portable Navigation Device
R&D Research & Development
SG&A Selling, general and administrative
SDK Software Development Kit
WEBFLEET TomTom Telematics' fleet management platform
 

8.5.1

* Android and Google Now are a trademark of Google Inc.

* The Bluetooth® word mark and logos are registered trademarks owned by Bluetooth SIG, Inc. and any use of such marks by TomTom is under license.
Other trademarks and trade names are those of their respective owners.

* Siri is a trademarks of Apple Inc., registered in the U.S. and other countries.

* Wi-Fi® is a registered trademark of Wi-Fi Alliance®

8.6 Non-GAAP measures


The financial information in this report includes measures, which are not defined by generally accepted accounting principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP measurements, gives insight to investors because it provides a basis for evaluating our operational performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Wherever appropriate and practical, we provide reconciliations to relevant GAAP measures.

 

Table_84 Non-GAAP measures

Term Definition
Gross margin Gross result divided by revenue
EBIT Earnings Before Interest and Taxes (Operating result)
EBIT margin EBIT divided by revenue
EBITDA EBIT plus Depreciation and Amortisation charges
EBITDA margin EBITDA divided by revenue
Adjusted net result Net result attributed to equity holders adjusted for acquisition-related expenses and gains on a post-tax basis (refer to note 25)
Adjusted EPS Adjusted net result divided by the weighted average number of diluted shares over the period
Net cash Cash and cash equivalents minus the nominal value of our outstanding borrowings