INVESTOR PRESENTATION December 2016 DISCLAIMER Certain statements contained in this document are forward-looking statements (including objectives and trends), which address our vision of the financial condition, results of operations, strategy, expected future business and financial performance of Lagardère SCA. These data do not represent forecasts within the meaning of European Regulation No. 809/2004. When used in this document, words such as “anticipate”, “believe”, “estimate”, “expect”, “may”, “intend”, “predict”, “hope”, “can”, “will”, “should”, “is designed to”, “with the intent”, “potential”, “plan” and other words of similar import are intended to identify forward-looking statements. Such statements include, without limitation, projections for improvements in process and operations, revenues and operating margin growth, cash flow, performance, new products and services, current and future markets for products and services and other trend projections as well as new business opportunities. Although Lagardère SCA believes that the expectation reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including without limitations: • general economic conditions, including in particular growth in Europe and North America; • legal, regulatory, financial and governmental risks related to the businesses; • certain risks related to the media industry (including, without limitation, technological risks); • the cyclical nature of some of the businesses. No representation or warranty, express or implied, is made as to, and no reliance should be placed upon, the fairness, accuracy, completeness or correctness of such forward-looking statements and Lagardère SCA, as well as its affiliates, directors, advisors, employees and representatives accept no responsibility in this respect. Please refer to the most recent Reference Document (Document de référence) filed by Lagardère SCA with the French Autorité des marchés financiers for additional information in relation to such factors, risks and uncertainties. Accordingly, we caution you against relying on forward-looking statements. The forward-looking statements abovementioned are made as of the date of this document and neither Lagardère SCA nor any of its subsidiaries undertake any obligation to update or review such forward-looking statements whether as a result of new information, future events or otherwise. Consequently neither Lagardère SCA nor any of its subsidiaries are liable for any consequences that could result from the use of any of the above statements. 2 TABLE OF CONTENT 1) Group profile Slide 5 2) Group strategy Slide 9 3) Group performance in H1 2016 Slide 17 4) Guidance and dividend Slide 28 Appendix: Business updates Slide 30 INVESTOR PRESENTATION APRIL 2016 3 GROUP PROFILE A DIVERSIFIED GROUP WITH LEADING GLOBAL BRANDS AND MARKET POSITIONS * World #3 Trade book publisher #1 in France, #2 in the UK, #3 in Spain, #4 in the US A multi-segment publisher Trade & Illustrated books, Education, Partworks A leading digital player World #4 in Travel Retail Leading magazine publisher More than 4,500 shops in over 30 countries and 220 airports worldwide 15 French titles 81 international editions under license Strong expertise in three business lines French #1 TV audiovisual producer Travel Essentials, Duty Free & Fashion, Foodservice To be divested : Press Wholesale Distribution Leader in football in Africa, Asia, England, France and Germany Leader in sports marketing in Asia and Africa France leading Internet & mobile media group Major player in Radio in France *Lagardère Services changed its name to Lagardère Travel Retail in July 2015. It still includes revenues from the Distribution division, to be sold. Leader in the representation of golf players worldwide 5 A WORLDWIDE FOOTPRINT WITH AN INCREASING PRESENCE IN NORTH AMERICA Breakdown of revenue by geographic area in 2015 35% 32% 34% 34% 12% 13% 10% 10% 7% 2014 2015 France 2014 2015 Western Europe 2014 2015 Eastern Europe 2014 2015 USA & Canada 2014 8% 2015 Asia-Pacific 2% 3% 2014 2015 LATAM, Middle East, Africa 6 6 A DIVERSIFIED BUSINESS MIX Breakdown of revenue by division in 2015 Lagardère Sports and Entertainment 5% Lagardère Sports and Entertainment 7% Lagardère Active 13% Lagardère Travel Retail 49% Breakdown of Recurring EBIT by division in 2015 Lagardère Publishing 31% Lagardère Active 20% Lagardère Publishing 49% Lagardère Travel Retail 26% 7 7 GROUP STRATEGY BUSINESSES GROWTH PROFILE Growth potential A 3 pillars strategy Invest Digital Sports & Entertainment Travel Retail 3 TV Production Adapt Distribution Broadcasting* Book Publishing 2 1 Magazines Divest INVESTOR PRESENTATION APRIL 2016 *Radio + TV channels. Market position N.B : Size proportional to revenue. 9 1 REDUCE EXPOSURE TO DECLINING ACTIVITIES Press Distribution and Integrated Retail February 2015 June 2015 Disposal of Swiss Distribution business (ex Payot Naville Distribution) Disposal of US Distribution business (Curtis) February 2016 Disposal of Spanish Distribution business (SGEL) February 2016 Announcement of Belgium Distribution business disposal Magazines January 2016 Parents magazine disposal The disposal of the remaining Wholesale Press Distribution and Integrated Retail activities (in Hungary and Canada) is a major priority. The divestment process is almost achieved. 10 2 ADAPT EXISTING ACTIVITIES AND ENHANCE LEADERSHIP POSITION Lagardère Publishing Successful management of the ebook impact with the preservation of the pure agency model (retail price controlled by publishers) in the US and UK digital markets. Reinforcement of our leadership position by synergetic acquisitions (Rising Star, primary school text books in the UK and Perseus, 6th general editor "trade" in the US). Lagardère Active Focus on the optimization of the cost structure. Developments in musical radios in French speaking Africa (Ivory Coast). Growth of digital revenues from our French offline brands (through Paris Match, Elle, Public, Europe 1… websites and apps). INVESTOR PRESENTATION APRIL 2016 11 2 ADAPT EXISTING ACTIVITIES AND ENHANCE LEADERSHIP POSITION STREAMLINING OUR PORTFOLIO OF ACTIVITIES DEVELOPING BRAND CONSULTING AND DIGITAL SERVICES STRENGHTENING CORE SALES ACTIVITIES An international positioning Long term partnerships illustration Long-term partnerships Exclusive relationships with 2 FIFA Confederations YEARS 22 of continuous partnership with CAF 21 > Contract until 2028 YEARS of continuous partnership with AFC > Contract until 2020 Tailored partnerships EUROPEAN FOOTBALL 1,600 people in more than 26 countries 70 & RUGBY CLUBS 12 3 INVEST IN HIGHER GROWTH ACTIVITIES TRAVEL RETAIL: A THRIVING POWER ENGINE… Tender Offers Development in Abu Dhabi with a premium concept May 2016 December 2015 Abu Dhabi: 9 Food stores A strong development driven both by organic growth and M&A [Bridge revenue growth (€m, revenue @100%, 2013–2015)] Abu Dhabi: Duty Free (3,000 m²) 45% 3,589 55% Expansion of the existing network 407 October 2015 September 2015 Hong Kong: 7 Travel Essentials and Food stores Nice: opening of new T1 with an innovative food concept 329 190 Tender offers won1 2,853 +26% 217 Existing contracts M&A Creation of the 3rd largest player in North America 2013 revenue Organic growth External growth 2015 revenue October 2015 US: acquisition of Paradies (present in more than 76 airports) 1. Net of contracts terminated over the period. April 2015 JFK airport (New York) : acquisition of 17 stores 13 3 INVEST IN HIGHER GROWTH ACTIVITIES … WITH UNIQUE POSITIONNING ON THREE SEGMENTS AND DIVERSIFIED GEOGRAPHICAL EXPOSURE Revenue breakdown of Lagardère Travel Retail by business line [in % of 2015 total revenue] Revenue breakdown of Lagardère Travel Retail by Region [in % of 2015 total revenue] Eastern Europe 17% 42% 41% Foodservice 17% US & Canada 9% Asia-Pacific 10% Other Western Europe 11% France 23% Italy 8% Spain 10% Belgium 12% 14 3 INVEST IN HIGHER GROWTH ACTIVITIES MAY 2015: ACQUISITION OF GRUPO BOOMERANG TV, LEADING INDEPENDENT PRODUCER IN SPAIN Transaction: acquisition of 82 % 2015 revenue: €77m Activities: Fiction / Entertainment / Production / Distribution, Others Fiction catalogue: 23 programs Non-fiction catalogue: >100 programs Markets: Spain + LATAM (Chile, Colombia, Peru) 15 GROUP PERFORMANCE IN H1 2016 GROUP KEY FIGURES H1 2015 H1 2016 (€m) Results in line with management expectations. Seasonality impact especially for Sports and Entertainment. Travel Retail confirmed as growth driver of the Group. Control of the indebtness despite seasonality. Revenue Recurring EBIT of fully consolidated companies* Group operating margin Profit – Group share Adjusted profit – Group share Free cash flow* Net debt at end of the period *See definitions slide 22. **Net debt as of 31/12/2015. +3.8% reported +0.5% like-for-like* 3,304 3,431 122 101 3.7% 2.9% 9 44 +€35m 75 65 -€10m (84) 47 +€131m (1,551)** (1,739) -€188m -17.2% -0.8pt 17 ACTIVITY AND PROFITABILITY H1 2016 revenue by activity H1 2016 revenue by geographical area Other 19% Other 16% 18%* France 28% Spain 5% 17%* 28%* 5%* US & Canada 27% 23%* PROFITABILITY 12%* 15%* General Literature 43% UK & Australia 21% 26%* 13%* Illustrated Books 14% Partworks 13% *% of revenue in H1 2015. Education 14% 43%* 13.1% 3.7% (€m) 162 36 H1 2015 3.7% 36 H2 2015 Recurring EBIT of fully consolidated companies H1 2016 Operating Margin (in %) 18 ACTIVITY AND PROFITABILITY H1 2016 revenue by geographical area H1 2016 revenue by activity Distribution (Wholesale Distribution & Integrated Retail) 18% AsiaPacific 10% US & Canada 21% 7%* 30%* 10%* Eastern Europe 17% France 22% 17%* Other Western Europe Italy 8% 7% 12%* 8%* Travel Retail 82% *% of revenue in H1 2015. 70%* 23%* Spain 3% 10%* Belgium 12% 13%* PROFITABILITY 3.9% 2.0% 1.8% 72 (€m) 36 30 H1 2015 H2 2015 Recurring EBIT of fully consolidated companies H1 2016 Operating Margin (in %) 19 ACTIVITY AND PROFITABILITY H1 2016 revenue by activity H1 2016 revenue by geographical area Other International 17% Radio 22% 14%* 22%* Spain 7% France 76% 3%* Press 40% *% of revenue in H1 2015. 43%* 83%* TV 29% 28%* Pure Players & BtoB 9% 7%* 8.8% PROFITABILITY 7.6% 7.6% 33 46 33 (€m) H1 2015 H2 2015 Recurring EBIT of fully consolidated companies H1 2016 Operating Margin (in %) 20 ACTIVITY AND PROFITABILITY H1 2016 revenue by geographical area Rest of World 16% H1 2016 revenue by activity France 27% 25%* Other 34% 13%* Asia & Australia 13% Media rights 18% 31%* 25%* 24%* Rest of Europe 16% 10%* Marketing rights 48% Germany 21% 44%* 21%* UK 7% 7%* PROFITABILITY 12.4% 2.1% 32 (4.7%) (€m) 5 (12) H1 2015 H2 2015 Recurring EBIT of fully consolidated companies H1 2016 Operating Margin (in %) 21 H1 2016 UPDATE: REVENUE BY DIVISION (€m) H1 2016 Lagardère Publishing 970 Reported €m change +€2m Reported change +0.3% Like-for-like change* -0.2% Resilient performance, supported by good momentum in Partworks, Education in Spain and Literature & Distribution in France. Strong growth despite terrorist attacks in Europe thanks to strong network momentum. Paradies in line with expectations. Lagardère Travel Retail 1,790 +€150m +9.1% +5.4% Lagardère Active 436 -€1m -0.5% -7.4% Lagardère Sports and Entertainment 235 -€24m -9.0% -11.7% 3,431 +€127m +3.8% +0.5% Total *At constant perimeter and exchange rates. Uneven performance (Press down and Radio up) combined with an unfavourable comparison basis in TV Production. As expected, unfavourable sporting calendar effect with the organisation of two major soccer competitions in 2015. 22 H1 2016 UPDATE: RECURRING EBIT BY DIVISION (€m) Lagardère Publishing H1 2016 36 Reported €m change +€0m Lagardère Travel Retail 36 +€6m Lagardère Active 33 +€0m 5 -€27m 110 -€21m (9) -€0m 101 -€21m Lagardère Sports and Entertainment Total operating activities Other activities Total Strong increase in profitability in the US and success of Partworks offset by a decline in digital revenue in the UK and expenses related to French curricular reform. Performance buoyed by the integration of new activities. Good performance in Europe, despite the impact of terrorist attacks. Negative trend in Magazine offset by a cost reduction plan. Unfavourable delivery phase in TV Production. As expected, unfavourable sporting calendar effect. 23 H1 2016 UPDATE: CONSOLIDATED STATEMENT OF CASH FLOWS H1 2015 H1 2016 Cash flow from operations before interest, taxes 168 181 Changes in working capital (97) (153) 71 28 (26) (36) 45 (8) (133) (133) 4 188 (84) 47 (194) 9 (278) 56 (204) (244) (482) (188) (1,551)* (1,739) (€m) Cash flow from operations Interest paid & received, income taxes paid Cash generated by/(used in) operating activities Acquisition of property, plant & equipment and intangible assets Disposal of property, plant & equipment and intangible assets Free cash flow Acquisition/(disposal) of financial assets Net cash from operating & investing activities Dividend paid and others Change in net debt Net debt *Net debt as of 31/12/2015. Up 7.7% Deterioration of €56m mainly due to non-recurring items in Lagardère Sports and Entertainment. Lagardère Travel Retail is the main contributor (+€64m) to cash from operating activities. FCF improvement (up €131m) despite continued investment in Travel Retail helped by the disposal of non-operating asset. 24 FINANCING POLICY Cautious management of the balance sheet despite a significant acquisition… … preserving a bold dividend policy Historical dividends (€/share) Leverage ratio Net debt/Recurring EBITDA* €1,739m €1,436m €1,551m Ordinary dividend per share (€) Extra dividend per share (€) 9.0 2.8x ** 2.6x 2.4x ** 6.0 6.1%* 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 2008 2009 2010 2011 2012 2013 2014 2015 *Dividend yield based on €21.42 closing price on 27/07/2016. 30/06/2015 31/12/2015 30/06/2016 Leverage increase compared to 30 June 2015 (0.2x higher) largely due to the Paradies acquisition. Leverage increase compared to 31 December 2015 (0.4x higher) mainly due to the business seasonality. Long-term stability of the ordinary dividend per share. Friendly shareholder policy post exceptional disposals. Attractive ordinary yield in the current low-interest rate environment. *See definition slide 22. **On a proforma basis (as per credit facility covenant), including 12 months of Paradies recurring EBITDA. 25 DEFINITIONS Recurring EBIT of fully consolidated companies is defined as the difference between profit before finance costs and tax and the following items of the profit and loss statement: • income (loss) from equity-accounted companies; • gains (losses) on disposals of assets; • impairment losses on goodwill, property, plant and equipment and intangible assets; • restructuring costs; • items related to business combinations: - expenses on acquisitions; - gains and losses resulting from acquisition price adjustments and fair value adjustment resulting from changes in control; - amortisation of acquisition-related intangible assets. Like-for-like revenue were calculated by adjusting: • 2016 revenue to exclude companies consolidated for the first time during the year, and 2015 revenue to exclude companies divested in 2016; • 2016 and 2015 revenue based on 2015 exchange rates. Free cash flow is defined as: cash generated by/(used in) operating activities added with acquisitions/disposals of intangible assets and property, plant and equipment. Recurring EBITDA is defined as recurring EBIT of fully consolidated companies added with: • depreciation and amortisation of intangible assets and property, plant and equipment; • dividends received from equity-accounted companies. 26 GUIDANCE AND DIVIDEND 2016 GUIDANCE AND DIVIDEND 2016 guidance • In 2016, the recurring EBIT of fully consolidated companies* is expected to grow slightly above 10% compared to 2015: - at constant exchange rates; - excluding the effect of the potential disposal of Distribution activities. Dividend • Ordinary dividend for fiscal year 2015 maintained: €1.30 per share. • It was paid on 10 May 2016. INVESTOR PRESENTATION APRIL 2016 *Recurring EBIT of fully consolidated companies of the four operating divisions + other activities. 28 APPENDIX: BUSINESS UPDATES PERSEUS ACQUISITION: EXPANSION OF NON-FICTION AND BACKLIST PUBLISHING PROGRAMS Date of creation: 1996 Date of acquisition: 1st April 2016 2015 revenue: ≈ €90m Activities: Non-fiction / Backlist publishing programs 9 imprints: Avalon Books, Basic Books, DACapo Press, Public Affairs, Running Press… Market Positionning: Major general trade publisher in the US Markets: US + UK Synergies: The synergies for us will come to finding our own way out of the global Perseus infrastructure and running the business through our own infrastructure, which will take about 18 months. 30 TRAVEL RETAIL ORGANIC GROWTH DRIVERS Strong market fundamentals Global traffic growth [Bn passengers / 2013-2021] 1. 2. 3. 4. Strong and regular growth of global air traffic (+4% per year) Increase of emerging country passengers travelling in mature countries Increasing externalization of travel retail shops by landlords Increased surface dedicated to travel retail in airports and train stations 7.5 4% 5.3 Rest of the world 0,9 America North 1.2 5% 1.8 0.8 0,9 1.5 0,5 2% 2.4 7% ASPAC 1.4 1.4 Europe 1.6 1.6 2.4 3% 2.1 2.1 2021 2013 Roissy Charles De Gaulle airport, Paris X% CAGR. Source: Lagardère, ACI. 31 TRAVEL RETAIL ORGANIC GROWTH DRIVERS A favourable product mix evolution [in €m, managed revenue 2011-2015] (1) Other mainly includes: travel accessories, gifts & souvenirs and convenience products (phone cards, lottery, …) 32 PARADIES ACQUISITION: A GAME CHANGER IN NORTH AMERICA Key financial terms Significant expected synergies Purchase price : $530m for 100% of the equity net of minority partners1) 7.5x EV/EBITDA post run rate synergies2) Double digit EBITDA margin Expected $15m synergies per year as of 2019: Margin synergies G&A synergies Other potential synergies (not quantified): Sales and marketing/ best practices/ international development of owned and franchised brands 1) On a debt and cash free basis 2) Pre-tax, full potential of recurring synergy expected to be reached in 2019 Source: Lagardère Travel Retail internal data 33 PARADIES LAGARDÈRE: CREATING A REGIONAL LEADER Overview of Paradies Lagardère Paradies Lagardère 2015 key figures #3 in North America A new entity managed by an experienced leadership team A unique and complementary North American footprint A brand portfolio tailor made for the North American market A strong and longlasting relationship with landlords 100 airports 6,000 employees $770m revenue Source: Paradies internal data 34 PARADIES: INTEGRATION PROJECT ON TRACK ✓ Strong and integrated management to keep momentum Focus Immediate integration of senior leadership team Decision to have main HQ in Atlanta Margins and trade negotiations Business development integration ✓ Focusing on quick wins ✓ A clearly defined path towards full integration Integration Target organization with progressive integration (Platforms and Corporate) Margin and topline upsides Expected synergies will be reached after full integration is completed (2019) 35 ABU DHABI INTERNATIONAL AIRPORT: A MAJOR STEP IN MIDDLE-EAST Overview of Abu Dhabi core Duty Free contract awarded 10-year contract on core duty free categories, confectionery and fine foods Key figures 13 PoS over 3,000 sqm 10-year estimated cumulated revenue: €3bn 9 Food and Beverage contracts awarded in April 2016 50/50 joint venture created to bid and run operations Multi-category shops Source: Lagardère Travel Retail internal data Le Club iconic shop 36 TRAVEL RETAIL BUSINESS MIX EVOLUTION Lagardere Travel Retail: improvement of the business mix 40% 37% 56% 60% 63% 2012 2013 2014 44% 27% 73% Distribution* (to be sold) Travel Retail 2015 The repositioning and development strategy of Lagardère Travel Retail is almost achieved, with the advanced disposal process of the Distribution activities and the accelerated organic growth in Travel Retail. INVESTOR PRESENTATION APRIL 2016 *Press Wholesale Distribution and Integrated Retail. 37 A WORLDWIDE GROWING SPORTS MARKET Growth outlook for the Sports market Worldwide Sports market Growth factors [€ billion, 2015] 110 Merchandising 15 Media rights 27 Worldwide growth of 5% a year, driven by media and marketing rights +5% +5% Marketing rights +5% 34 +6% Ticketing INVESTOR PRESENTATION APRIL 2016 Source: Lagardère, PWC. 34 2015 Globalization of rights accelerating 38 WE DELIVER OUR PARTNERS COMPREHENSIVE SOLUTIONS TO GENERATE VALUE 39 LAGARDÈRE IR TEAM AND CALENDAR Calendar IR team details (all time is CET) Florence Lonis Chief of Investor Relations Tel: +33 1 40 69 18 02 [email protected] Hacène Boumendjel Investor Relations Officer Tel: +33 1 40 69 67 88 [email protected] Announcement of FY 2016 revenue Q4 revenue will be released on 9 February 2017 at 8:00 a.m. A conference call will be held at 10:00 a.m. on the same day. Announcement of FY 2016 results Full Year will be released on 8 March 2017 at 17:35 Josefin Maisondieu Assistant Tel: +33 1 40 69 19 22 [email protected] Address: 4 rue de Presbourg 75116 Paris - FRANCE Tickers: Bloomberg (MMB FP), Reuters (LAGA.PA) 40
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