Technicolor — Towards the next phase

TMT

Technicolor

Towards the next phase

Half-year results

Media

5 August 2020

Price	€2.68
Market cap	€41m
US$1.16/€
IFRS net debt (€bn) as at 30 June 2020		1.6

Shares in issue	15.4m
Free float	100%
Code	TCH

Primary exchange	Euronext
Secondary exchange	N/A

Share price performance

%	1m	3m	12m
Abs	(0.1)	(52.0)	(87.6)
Rel (local)	2.1	(57.0)	(86.4)

52-week high/low

€23.79

€2.27

Business description

Technicolor is a worldwide technology leader operating in the media and entertainment industry. Its activities fall in three business segments: Production Services, DVD Services and Connected Home.

Next events

Q320 results	28 October 2020
FY20 results	3 March 2021

Analysts

Fiona Orford-Williams		+44 (0)20 3077 5739
Dan Gardiner	+44 (0)20 3077 5700

media@edisongroup.com

Edison profile page

Technicolor is a research client of Edison Investment Research Limited

Technicolor’s H120 results are consistent with management’s base level guidance given ahead of the EGM to approve the refinancing. Our model reflects this scenario. The proposed rights issue and debt-to-equity swap are now set to proceed, launching in August, closing in September. The share price has been rebounding towards the €2.98 rights price for equity shareholders, underwritten by the debt holders, who will pay €3.58/share. With firm steps now taken along the route to a much-strengthened balance sheet, the focus can shift towards rebuilding profitability; leveraging Technicolor’s leading market positions across its three operations.

Year end	Revenue (€m)	EBITA (€m)	PBT* (€m)	EPS* (€)	DPS (€)	P/E (x)
12/18	3,988	98	7	(3.07)	0.0	N/A
12/19	3,800	42	(73)	(4.92)	0.0	N/A
12/20e	3,100	(64)	(142)	(1.39)	0.0	N/A
12/21e	3,460	104	37	0.08	0.0	35.2

Note: *PBT and EPS are normalised, excluding amortisation of acquired intangibles, exceptional items and share-based payments.

Mixed H120 performances but no surprises

As had been clearly flagged, Connected Home posted the more resilient H120 performance. There was strong demand in North America as high-quality domestic broadband and Wi-Fi, both from home working and entertainment, increased in importance in lockdown. Other territories were less robust, either due to stricter lockdowns or, in the case of Latin America, disadvantageous currency movements. Production Services suffered from the impact of lockdown on live action filming, hitting the Film & Episodic Visual Effects activities, although animation and games has continued throughout via homeworking. DVD Services was negatively affected by the lack of major studio releases in the period, although the back catalogue performed well. This is all as outlined in our recent Outlook note, which describes the activities (and the restructuring) in detail.

Refinancing progressing to plan

Our numbers are unchanged (bar a little reconfiguration at the segmental level) and are set to match management’s base case guidance given ahead of July’s EGM. The first tranche of €240m new money has been received and the €110m bridge loan, due at the end of July, repaid. Post the recent approval of the arrangements in the Commercial Court in Paris, the balance of €180m is due in August. The next element is the rights issue and debt-to equity swap, again covered in detail in our recent note. To date, €67m of cost savings have been logged, on track to meet the €160m target for the year. Confidence among suppliers and customers should now start to rebuild, with management in a position to focus on restoring growth.

Valuation: Waiting for restructuring to complete

Given the current liquidity situation, traditional valuation metrics such as peer comparison and DCF are of little use. If the proposed refinancing continues to go to plan, it should result in a much stronger balance sheet and improved visibility. It does, however, lead to significant equity dilution to existing shareholders. We will revisit our valuation following the completion of refinancing.

Next stage of the financial reconstruction

The financial restructuring has involved several steps, with more yet to come. On 22 June, the group opened an SFA arrangement (procedure de sauvegarde financière accélérée), to give the space needed to obtain the required approvals for implementing the proposed scheme. The draft proposals were approved by the creditor’s committee on 5 July and by equity shareholders on 20 July. The Commercial Court in Paris then approved the plan on 28 July.

The next stages are:

■

4 August: Expected approval of the Autorité des Marchés Financiers of the supplement to the prospectus.

■

Mid August: Opening of the rights subscription.

■

Late August: Second tranche of new money received (€180m).

■

Early September: Closure of rights subscription period.

■

Late September: Settlement and delivery of the capital increases and delivery of the warrants.

Structure of next stage

As a reminder, and as set out in our recent Outlook, the proposed debt reduction of both the term loan and the RCF is through partial equitisation of the gross debt. This has two elements:

■

A €330m rights issue backstopped by the term loan and RCF creditors.

■

A €330m reserved capital increase to term loan and RCF creditors.

■

Terms of the remaining term loan and RCF extended, with a bullet repayment in December 2024.

■

The separate $125m Wells Fargo facility now has a maturity date of December 2023.

Details of the rights issue and dilution

■

The proposed rights issue is at a subscription price of €2.98 per share, in which shareholders have a right to participate.

■

Bpifrance has committed to subscribe pro rata to its existing equity shareholding of 7.5%.

■

Proceeds will be used to pay down the term loan and RCF pro rata at par.

■

The reserved capital increase is reserved to the term loan and RCF lenders and is at a subscription price of €3.58, to be subscribed by way of set-off of their claims at par on their debt repayments.

■

Free warrants are to be allocated to

•

New money lenders, with a three-month maturity and giving access to 7.5% of the post-rights share capital.

•

Existing shareholders, with a four-year maturity and a strike price of €3.58, giving access to 5% of the post-rights equity.

The effect of the take-up of rights and of the exercise of warrants is shown in the exhibit below. According to the company, if existing shareholders do not take up any of their rights and no warrants are exercised, they will end up with 6.5% of the equity, the term loan and RCF lenders would hold 86.0% and Bpifrance 7.5%.

Exhibit 1: Dilution scenarios

	Excluding shareholders warrants			Pro forma shareholders warrants
% subscription to the rights issue	0%	50%	100%	0%	50%	100%
Cash subscription to the rights issue	0	€165m	€330m	0	€165m	€330m
Existing shareholders, existing shares	6.5%	6.5%	6.5%	6.2%	6.2%	6.2%
Existing shareholders rights issue subscription	0.0%	23.5%	46.9%	0.0%	22.3%	44.6%
Existing shareholders exercise of warrants				5.0%	5.0%	5.0%
Existing shareholders % equity	6.5%	30.0%	53.4%	11.2%	33.5%	55.8%

Term loan/RCF % through rights issue	46.9%	23.5%	0.0%	44.6%	22.3%	0.0%
Term loan/RCF through reserved capital increase	39.1%	39.1%	39.1%	37.1%	37.1%	37.1%
Term loan/RCF % equity	86.0%	62.6%	39.1%	81.7%	59.4%	37.1%

Equity attached to new money	7.5%	7.5%	7.5%	7.1%	7.1%	7.1%

	100.0%	100.0%	100.0%	100.0%	100.0%	100.0%

Source: Technicolor

At the other end of the scale, should existing shareholders take up their rights in full and subsequently exercise the warrants that they were allotted, they would end up holding 55.8% of the enlarged equity, the term loan and RCF lenders would hold 37.1% and Bpifrance 7.1%.

H1 performance

At a group level, H120 revenues were down 19% on H119, with adjusted EBITDA down 49.2% at constant currency. The adjusted EBITA loss, management’s preferred metric, dipped from €44m to €67m, benefiting from reduced depreciation and amortisation and risk, litigation and warranty reserves. Net interest charges of €40m, up from €32m in H119, reflect the higher rates incurred on the bridge loan, now repaid. The company also incurred other financial charges of €28m in relation to the debt restructuring process.

As flagged, free cash flow after net interest (generally weaker in the first half) was negative, at €286m, from negative €262m in H119.

A €68m impairment charge was taken, mostly against the DVD Services segment, based on the changed market conditions in light of the COVID-19 pandemic.

Restructuring costs of €41m were incurred, largely in Production Services and DVD Services. According to the company, the costs savings achieved to date (end June) are running at €67m, on track to meet the second Panorama plan target of €300m by 2022.

At the end of H120, the company had gross debt of €1,664m (inclusive of €281m in lease liabilities) and cash of €63m, implying a net debt position of €1,601m.

The dynamics of the three operating segments are quite different. These are discussed in more detail below.

Connected Home (59% H120 revenues)

Exhibit 2: H120 vs H119 Connected Home performance

€m	2019	2020	% change	% change at constant currency
Revenue	953	839	(12.0)	(12.3)
Adjusted EBITDA	24	54
Adjusted EBITDA margin	2.5%	6.4%
D&A & reserves*	(40)	(34)
Adjusted EBITA	(17)	20
PPA amortisation	(18)	(13)
Non-recurring EBIT	(2)	(10)
EBIT	(37)	(2)

Source: Technicolor accounts. Note: *Risk, litigation and warranty reserves.

The North American market has been the main reason for the relative resilience of the performance, with revenues ahead by 14.6% as lockdown highlighted the need for high quality and robust domestic broadband. The upturn in demand is described by management as ‘significant’. In other territories, it was tougher going. In Latin America, where revenues were down 26.0%, the problem was largely one of weak oil-based currencies versus the US dollar making equipment more expensive. For Europe, the Middle East and Africa, more severe lockdowns restricted physical installations, reflected in revenues down by 42.0%.

The improving profitability and margins reflect the benefits of the profit improvement plan implemented two years ago, which are starting to come through.

The group’s restructuring, being played out on a particularly public stage, had a detrimental impact on supplier payment terms as suppliers struggled to put insurance on receivables in place. With the continuing progress on the implementation of the plan, payment terms should start to normalise. Its strong market position makes Technicolor a very important customer.

DVD Services (21% H120 revenues)

Exhibit 3: H120 vs H119 DVD Services performance

€m	2019	2020	% change	% change at constant currency
Revenue	374	302	(19.3)	(20.3)
Adjusted EBITDA	9	1
Adjusted EBITDA margin	2.5%	0.5%
D&A & reserves*	(40)	(30)
Adjusted EBITA	(31)	(29)
PPA amortisation	(5)	(4)
Non-recurring EBIT	(4)	(86)
EBIT	(40)	(120)

Source: Technicolor accounts. Note: *Risk, litigation and warranty reserves.

The lockdown and closure of cinemas led to studios pulling or postponing new releases from Q220, exacerbating the rate of revenue decline from its structural retrenchment. The back catalogue performed better than had been anticipated at the start of lockdown. Overall volumes were down by 26.8%, so the reduction in revenue at 20.3% (at constant currency) is a better performance, which may reflect in part mix but may also be an early indication of the benefit of contract negotiations to incorporate volume-based pricing with key studio customers. Three of the five largest contracts have now been renegotiated, with a fourth in progress.

Non-recurring items shown in Exhibit 3 will include the impairment charge as mentioned above. €15m of restructuring charges relating to the optimisation of distribution sites was also incurred in the period.

Production Services (19% H120 revenues)

Exhibit 4: H120 vs H119 Production Services performance

€m	2019	2020	% change	% change at constant currency
Revenue	428	279	(34.8)	(35.3)
Adjusted EBITDA	81	2
Adjusted EBITDA margin	18.8%	0.8%
D&A & reserves*	(62)	(53)
Adjusted EBITA	19	(51)
PPA amortisation	(4)	(4)
Non-recurring EBIT	(9)	(5)
EBIT	4	(61)

Source: Technicolor accounts. Note: *Risk, litigation and warranty reserves.

Production Services has been the segment most severely affected by the repercussions of COVID-19, felt mostly within Film & Episodic Visual Effects. The sudden cessation of live action filming came on the tail of disruption at a major studio post corporate activity that led to a hiatus in the production schedule. The division nevertheless worked on around 20 theatrical films for the major studios and over 30 episodic productions and projects for streaming platforms. There will be an inevitable lag between the scaling up of live action filming globally and work flowing through to Technicolor’s studios and management is not anticipating much benefit in the current year. The group has made moves to resize its workforce appropriately but is mindful of the need to retain access to talent. €17m of restructuring cost was taken in H120.

Advertising was affected by the same constraints but had had a strong start to the year. Animation and Games grew revenues in double digits, being much more suited to the transition to working from home. The ability to do this in India, though, is compromised by the lack of robust infrastructure.

Unchanged outlook

Given the prevailing market uncertainty, our model at present is set to match management guidance, as drawn up ahead of the EGM and as described in our recent Outlook note. We have made slight adjustments to the internal segmental balance to reflect the H120 figures.

Adjusted EBITDA of €169m is expected for FY20, with an adjusted EBITA loss of €64m. Management quantifies the H120 impact of COVID-19 at €15m, which will mostly have been within Production Services. Guidance for free cash flow is for an outflow of between €115m to €150m in FY20. We have set our model to the lower end.

By FY22, the business plan points to adjusted EBITDA of €425m and adjusted EBITA of €202m. Free cash flow by this year is indicated to improve to €259m.

Exhibit 5: Financial summary

	€m	2017	2018	2019	2020e	2021e
Year end 31 December		IFRS	IFRS	IFRS	IFRS	IFRS
INCOME STATEMENT
Revenue		4,253	3,988	3,800	3,100	3,460
Cost of Sales		(3,651)	(3,521)	(3,375)	(2,841)	(3,042)
Gross Profit		602	467	425	259	418
EBITDA		345	266	325	169	338
EBITA		151	98	42	(64)	104
Amortisation of acquired intangibles		(9)	(81)	(54)	(59)	(59)
Exceptionals		(54)	(127)	(79)	(138)	(20)
Reported operating profit		40	(119)	(121)	(261)	25
Net Interest		(96)	(51)	(84)	(78)	(68)
Joint ventures & associates (post tax)		1	0	(1)	0	0
Exceptionals		0	0	0	0	0
Profit Before Tax (norm)		47	7	(73)	(142)	37
Profit Before Tax (reported)		(55)	(170)	(206)	(339)	(42)
Reported tax		(112)	(54)	(3)	(20)	(20)
Profit After Tax (norm)		(65)	(47)	(75)	(162)	17
Profit After Tax (reported)		(167)	(224)	(208)	(359)	(62)
Minority interests		0	(1)	0	0	0
Discontinued operations		(5)	157	(22)	0	0
Net income (normalised)		(65)	(48)	(75)	(162)	17
Net income (reported)		(172)	(68)	(230)	(359)	(62)

Average Number of Shares Outstanding (m)		15	15	15	117	218
EPS - normalised (c)		(425.23)	(306.94)	(492.18)	(138.61)	7.61
EPS - normalised fully diluted (c)		(425.23)	(306.94)	(492.18)	(138.61)	7.61
Dividend per share (c)		0.06	0.00	0.00	0.00	0.00

Revenue growth (%)			(6)	(5)	(18)	12
Gross Margin (%)		14.2	11.7	11.2	8.4	12.1
EBITDA Margin (%)		8.1	6.7	8.6	5.4	9.8
EBITA Margin (%)		3.6	2.5	1.1	(2.1)	3.0

BALANCE SHEET
Fixed Assets		2,161	2,101	2,082	1,900	1,764
Intangible Assets		1,567	1,591	1,483	1,349	1,215
Tangible Assets		243	233	476	428	426
Investments & other		38	26	40	40	40
Deferred tax and other		313	251	84	84	84
Current Assets		1,551	1,659	1,126	1,108	1,220
Stocks		238	268	243	198	221
Debtors		684	677	507	447	523
Cash & cash equivalents		319	291	64	151	163
Other		310	423	312	312	312
Current Liabilities		(1,669)	(1,909)	(1,542)	(1,248)	(1,287)
Creditors		(947)	(1,135)	(825)	(626)	(665)
Tax and social security		(33)	(34)	(41)	(41)	(41)
Short term borrowings		(20)	(20)	(95)	0	0
Other		(669)	(720)	(581)	(581)	(581)
Long Term Liabilities		(1,514)	(1,385)	(1,604)	(1,364)	(1,364)
Long term borrowings		(1,077)	(1,004)	(1,203)	(963)	(963)
Deferred tax		(193)	(193)	(27)	(27)	(27)
Other long term liabilities		(437)	(381)	(401)	(401)	(401)
Net Assets		529	466	62	395	333
Minority interests		3	1	0	0	0
Shareholders' equity		532	467	62	395	333

CASH FLOW
Net profit		(167)	(224)	(208)	(359)	(62)
Depreciation and amortisation		240	234	322	292	281
Working capital		71	2	(69)	(94)	(61)
Tax and interest		(57)	(53)	(76)	(88)	(78)
Exceptional & other		168	159	101	120	78
Net operating cash flow		255	118	70	(128)	158
Capex		(145)	(113)	(169)	(110)	(145)
Acquisitions/disposals		(25)	1	(2)	0	0
Equity financing		1	0	1	660	0
Dividends		(25)	0	0	0	0
Other		(13)	28	3	0	0
Net Cash Flow		48	34	(97)	422	13
Opening net debt/(cash)		679	778	733	1,234	812
FX		(39)	1		0	0
Discontinued		(88)	105	0	0	0
Other non-cash movements		(20)	(95)	(404)	0	0
Closing net debt/(cash), excluding IFRS 16 leases		778	733	1,234	812	800

Source: Company accounts, Edison Investment Research

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