Claranova Se · EURONEXT:ALCLA
Claranova — FY 2020-2021 Earnings Presentation
49 slides from Claranova's earnings presentation, Oct 20, 2021
Slide 1: Annual results FY 2020-2021
Annual results FY 2020-2021
Slide 2: The Group
The Group As a diversified global technology company, Claranova oversees a portfolio of majority interests in digital companies with strong growth potential Defining the vision and major strategic priorities, selecting management teams, building organizations and partnerships, overseeing operational
Slide 3: Expertise
Expertise Expertise in the creation, turnaround and development of technology companies Acquisitions & Development & 01 Creation 02 03 Turnarounds Partnerships Identifying and Sourcing undervalued Strategic, commercial, developing innovative and/or distressed technological and financial products, se
Slide 4: Financial development model
Financial development model Through the listed entity (capital increase, convertible bond issue, bank financing, etc.) or through subsidiaries 5 to 10 years, varying according to the maturity of the asset and opportunities identified to maximize the value created Once the asset reaches maturity: IPO
Slide 5: A return significantly outperforming index over the long term
A return significantly outperforming index over the long term 14 € CAC All Shares Rebased Claranova 12 € 10 € Finalization of the debt restructuring CAC All shares plan and a €35m index 8€ capital increase 6€ Performance over 6 years(1) 4€ 2€ Annualized 0€ juin/2015 juin/2016 juin/2017 juin/2018 jui
Slide 6: Business portfolio
Business portfolio A portfolio of diversified and independent companies Pierre Cesarini Group CEO (Euronext, CLA) Jean-Yves Quentel Group CFO E-commerce Software IoT Revenue: €380m | Employees: 544 Revenue: €88m | Employees: 220 Revenue: €4m | Employees: 22 Todd Helfstein Roger Bloxberg Eric Gareau
Slide 7: Less than €20m invested for a business of nearly €400m in revenue
Less than €20m invested for a business of nearly €400m in revenue, which have generated nearly €40m in EBITDA since 2015 of ≃ €20m to initiate for US$13.2m (post- the development of money valuation of PlanetArt US$225m) MAJOR EVENTS 380 314 26 176 122 14 89 11 33 56 6 0 -10 -9 FreePrints Europe Free
Slide 8: Listed competitors
Listed competitors(1) Date of creation 2014 2000 1912 2008 Revenue €380m €326m(2) €619m(3) €97m CAGR 3Y % + 46% + 32% + 10%(3) n/a EBIT % 6% 22%(3) 14%(3) 19% Geographical presence North America, Europe (12 countries) UK Germany Sweden Mobile and/or Web Mobile & Web Web Web Web Photos, photo albums,
Slide 9: Major events (Avanquest software)
of of of Avanquest non-strategic activities: of Lulu Software, minority interests Arvixe, Emme SA, Avanquest under Lavasoft, Upclick ProcessFlows Claranova of Avanquest Software Publishing MAJOR EVENTS 83 90 88 10 11 44 40 39 36 7 1 0 1 -1 Refocusing activities Development Refocusing on the Transfor
Slide 10: Listed competitors
Listed competitors(1) Revenue €88m €1,495bn(2) €35m €63m €774m €106m €131m PDF, Security, Photo, Traffic PDF, Digital Segments PDF PDF Security Security Photo, Video Signature Monetization PDF - Growth (%) + 34%(2) + 13% + 27% Security - Growth (%) + 28%(2) (3) + 3% + 31 %(4) Photo - Growth (%) + 15
Slide 11: Major events (myDevices IoT)
Strategic Sprint extended to T-Mobile Technology MAJOR EVENTS >600,000 Launch of Development of the connected Commercial myDevices IoT tool, Cayenne Launch developers partnerships New contracts 11
Slide 12: Major competitors (IoT Platforms)
Simplicity Major competitors (IoT Platforms) (1) Acquired by in 2017 (Rev. €4,3m) Proprietary Agnostic Acquired by in 2014 (Rev btw €4-6m) Acquired by in 2021 (Rev. undisclosed) Software Network Hardware Complexity 12 Note : (1) Sources : MergerMarket. Pitchbook and companies' communications
Slide 13: A controlling majority shareholder position in technology companies
A controlling majority shareholder position in technology companies with strong growth potential A portfolio strategy leading to a sum-of-the-parts valuation (SOTP) of the Group Direct comparables that reflect the value creation potential of each of the three divisions A medium-term ambition to incr
Slide 14: FY 2020-2021 key figures
FY 2020-2021 Revenue Growth at constant Like-for-like Revenue exchange rates growth(1) generated outside France EBITDA EBITDA Net Cash Net income as % of revenue 14 Note: (1) Like-for-like (organic) growth equals the increase in revenue at constant consolidation scope and exchange rates..
Slide 15: Financial results 2020-2021
Financial results 2020-2021
Slide 16: Another year of strong growth, up 21% at constant exchange rates
Another year of strong growth, up 21% at constant exchange rates 498 492 486 480 21% 472 14% Like-for-like sales 474 468 462 growth 456 450 Constant FX 444 438 409 rates 408€278m 432 426 420 414 402 396 390 384 378 372 366 360 354 348 21% 342 336 330 324 318 312 306 300 15% Actual FX rates Constant
Slide 17: Twofold increase in operating profit confirmed
Twofold increase in operating profit confirmed(1) 7.2% + 96 % Growth in EBITDA Prudent management of 4.3% An increase in the fixed costs while percentage for higher- awaiting an margin subscription acceleration in post-COVID sales and subscription deployments EBITDA renewals, the latter very limited
Slide 18: Neutral impact of exchange rates on the operating margin
Neutral impact of exchange rates on the operating margin 21% Revenue in 15% 95% foreign currency(1) Revenue at constant Revenue at actual change Exchange rate effect exchange rates rates Revenue (€m) Revenue growth (%) Currency effect -6% on revenue growth Natural foreign exchange hedging (revenue 7
Slide 19: Continuing growth in the cash position; up 9% to €90m
Continuing growth in the cash position; up 9% to €90m 1 Cash flows from operations for the In €m 06/30/2021 06/30/2020 year doubles Cash flow from operations before changes in working capital 1 29 14 €278m Change in working capital requirements 2 (4) 23 2 Exceptional WCR effect at the end of Taxes a
Slide 20: A financial position remaining healthy and solid
A financial position remaining healthy and solid In €m 06/30/2021 06/30/2020 1 Bank debt 14 18 A reduction in financial debt: repayment of the bank loan Bonds 49 48 obtained in connection with the acquisition of Personal Creations Other financial liabilities 2 3 Accrued interest 0 0 2 Total financia
Slide 21: Business Performance 2020-2021
Business Performance 2020-2021 ~ CWeranova —
Slide 22: Continuing strong growth with €380m in revenue
(€m) 380 + 21 % 314 Actual FX rates + 28 % Constant FX rates €278m Continuing strong growth with €380m in revenue (+28% at constant exchange rates) 2019-2020 2020-2021 Focus on improving the profitability of the businesses during the year (in €m and % revenue) 6,8% Improvement reflected by an 85% in
Slide 23: Software: EBITDA up 53% to €11m
(€m) 90 -3% 88 Actual FX rates 0% Constant FX rates Finalization of the transition of the business model to software subscription-based sales (SaaS), 2019-2020 2020-2021 Double-digit growth in PDF and Photo software offset by the performances of the historical physical distribution businesses (in €m
Slide 24: IoT: revenue of €3.9m, up 14% at constant exchange rates
(€m) 4,8 -20% Actual FX rates 3,9 -14% Revenue of €3.9m, up 14% at constant exchange rates Constant FX rates Excluding non-recurring items (Sprint agreement), 2019-2020 2020-2021 business growth of 24% driven by growth in subscriptions ARR(1) at the end of June 2021 of €1.4m (+78%) (in €m and % reve
Slide 25: Trading update Q1 2021-2022
Trading update Q1 2021-2022 <a
Slide 26: Change in Q1 2021-2022 revenue
Change in Q1 2021-2022 revenue Temporary slowdown in PlanetArt businesses linked to an overall post-lockdown decrease in online traffic and constraints related to Apple’s iOS 14 release Return to growth expected for these businesses in Q2 2021-2022 Software publishing (Avanquest) and IoT (myDevices)
Slide 27: Strategic investment and buyout of Avanquest minority interests
Strategic investment and buyout of Avanquest minority interests August 2021 \ la tbe.
Slide 28: An investment implemented in two steps
An investment implemented in two steps August 11, 2021 End of October 2021 Strategic Buyout of Avanquest investment minority interests • Two leading investment firms Completion of the buyout of the specialized in supporting technology 64.09% minority interests in the companies with strong growth Ava
Slide 29: Strategic investment: purpose of the transaction
Strategic investment: purpose of the transaction Stabilization of the shareholder structure with the formation of a group of cornerstone shareholders Creation: 1996 Headquarters: San Francisco, United States Validation of Claranova's strategy and prospects by Presentation: a Private Equity firm of t
Slide 30: Strategic investment: characteristics of the transaction
Strategic investment: characteristics of the transaction OCEANE convertible bonds Reserved capital increase with (bonds convertible into new cancellation of preferential shares and/or exchangeable for subscription rights existing shares) • Subscription: • Subscription: 100% Heights CM • €5m Heights
Slide 31: Strategic investment: characteristics of OCEANE bonds
Strategic investment: characteristics of OCEANE bonds Redemption at par if no conversion or redemption option Conversion options has been exercised Prepayment option Conversion if the closing price, for 30 consecutive trading days, is higher than €27.00 Options Prepayment for an amount equal to 1.75
Slide 32: Why structure of the investment in this way?
Strategic investment: why structure of the investment in this way? Objective: stabilize the capital structure with the admission of a group of cornerstone shareholders A current price which makes a “conventional” equity or quasi-equity transaction (cf. with a conversion premium between 20% to 30%) h
Slide 33: Limited dilutive impact of the transaction
Strategic investment: limited dilutive impact of the transaction Average value of the share price after the transaction of €11.6 (implied market capitalization of approx. €484m(1) (1) Limited direct dilutive impact of 5.39% on the basis of the capital increase Weighted average price > ¾ of the finan
Slide 34: Buyout of Avanquest's minority interests: characteristics
Buyout of Avanquest’s minority interests: characteristics of the transaction €47m (US$55m) In cash €29m (US$34m) In Claranova shares Valuation for 100% of Price paid for the Avanquest purchase of the • 4,100,000 new shares issued (excluding Lastcard) 64.09% minority • Issue price of €7.00 per share
Slide 35: Buyout of Avanquest's minority interests: purpose
Buyout of Avanquest’s minority interests: purpose of the transaction Simplify the Group's capital structure to provide greater clarity to the market Reintegrate 100% of Avanquest's net income Strengthen the Group's debt capacity by securing Pro forma growth in access to 100% of Avanquest’s future ca
Slide 36: Buyout of Avanquest's minority interests: an attractive valuation
Buyout of Avanquest’s minority interests: an attractive valuation… ✓…compared to the transaction ✓ ... compared to those of listed negotiated at the end of 2019 comparables 2021 2019 €m Median transaction transaction(2) (1) Total equity (US$m) 180(3) 162 EUR / USD exchange rate 1.1718 1.1113 Value o
Slide 37: Change in the capital structure
Change in the capital structure 1 2 3 Pre-strategic Post-strategic investment Post-strategic and Avanquest minority investment investment interests buyout 0,6% 0,6% 0,5% CAPITAL STRUCTURE 7,8% 7,4% 6,8% 72,8% 7,4% 79,9% 5,1% 8,9% 84,2% 7,0% 4,7% 6,4% Officers and Directors Other institutional funds
Slide 38: A major milestone in Claranova's history
A major milestone in Claranova’s history. Validation of the strategy and prospects of the Group by leading world-class investment firms Formation of a group of cornerstones shareholders to support the Group's change in size and stabilize the capital structure Use of resources to finance the buyout o
Slide 39: Questions/Answers
Questions/Answers |
Slide 40: Appendices
Appendices FY 2020-2021 annual results
Slide 41: Division performance
Division performance In €m 2020-2021 2019-2020 Change In €m 2020-2021 2019-2020 Change Revenue 380.3 314.0 21% Revenue 87.7 90.3 -3% EBITDA 26.0 14.1 85% EBITDA 10.9 7.1 53% EBITDA % 6.8% 4.5% + 2.4 pts EBITDA % 12.4% 7.9% + 4.5 pts In €m 2020-2021 2019-2020 Change Revenue 3.9 4.8 -20% EBITDA (2.7)
Slide 42: Consolidated Income Statement
Consolidated Income Statement In €m 2020-2021 2019-2020 Revenue 471.9 409.1 Raw materials and purchases of goods (149.6) (126.2) Other purchases and external expenses (205.8) (191.4) Taxes, duties and similar payments (0.8) (0.7) Employee expenses (62.8) (55.0) Depreciation, amortization and provisi
Slide 43: Earnings per share
Earnings per share (In €) 2020-2021 2019-2020 Average number of shares outstanding in the period 39,343,641 39,200,753 Theoretical average number of shares outstanding in the period after dilution 39,762,930 39,905,818 Net income per share € 0.36 € 0.03 Net income per share after potential dilution
Slide 44: Calculation of EBITDA and Adjusted net income
Calculation of EBITDA and Adjusted net income In €m 2020-2021 2019-2020 Recurring Operating Income 29.2 13.3 Impact of IFRS 16 on leases expenses (3.6) (3.1) Share-based payments, including social security expenses 0.0 0.0 Depreciation, amortization and provisions 8.6 7.2 EBITDA 34.2 17.4 Net Income
Slide 45: Simplified Statement of Financial Position
Simplified Statement of Financial Position In €m 06/30/2021 06/30/2020 Goodwill 64,4 61,7 Right-of-use lease assets 7,0 9,8 Other non-current assets 25,1 22,2 Current assets (excl. cash) 38,0 33,5 Cash and cash equivalents 90,4 82,8 Total assets 224.9 210.0 Equity 83.1 62.3 Financial liabilities 65.
Slide 46: Strategic investment: characteristics of the transaction
Strategic investment: characteristics of the transaction Characteristics Share capital increase Convertible bonds Amount €15m €50m Investors Ophir Asset Management (€10m) Heights Capital Management Heights Capital Management (€5m) Category Reserved capital increase with cancellation of OCEANES conve
Slide 47: Glossary
Glossary
Slide 48: Glossary
Glossary Adjusted net income: Adjusted net income is equal to Net income before the impact of share-based payments, including the related social security contributions, other operating income and expenses and fair value remeasurement of financial instruments and excluding the IFRS 16 impact on the r
Slide 49: Analysts & Investors Contact
Analysts & Investors Contact +33 1 41 27 19 74 ir@claranova.com www.claranova.com Disclaimer This document contains forward-looking statements concerning Claranova’s financial position, operating results, businesses, strategy and projects. Although Claranova believes that the forward-looking stateme