Atos SE (ATO) Earnings Call Transcript & Summary

Thank you, Roberto, and hello, everyone. Glad to have you on the line with us in a short notice, so thank you. We are pleased to announce a major step today in our trajectory. But before going there, I would like to welcome in the team, Paul Saleh, our new group CFO, who is taking over from Nathalie Senechault. Paul, maybe a few words on your background first.

All right. Thank you, Nourdine, and greetings, everyone. I'm Paul Saleh. I have extensive finance leadership experience. I served as CFO of CSC and then DXC, which came as a result of the merger of CSC and HP Enterprise Services. I was also the CFO of -- prior to that of Sprint, which was one of the largest wireless company in the U.S. I'm very excited to join the Atos leadership team. My objective is to assist the team in executing on the separation plan that you're going to hear more about today. My also objective is to just improve cash flow and strengthen the balance sheet and improve the financial performance of the company. Very excited to join the team, and thank you, Nourdine.

Thank you, Paul. And again, really glad for you to join. So as mentioned, today, we are very pleased to announce a comprehensive strategic plan to achieve the group transformation and accelerate the value creation for our shareholders. First of all, and in line with our objective announced in June '22 to fully separate tech foundation and Eviden we have entered into exclusive negotiations with EP Equity Investments, EPEI Holding, owned mainly by Daniel Kretinsky for the sale of TFCo on the basis of an enterprise value of EUR 2 billion, which implies a EUR 0.1 billion positive net cash impact for the group. We will detail the terms of this transaction shortly. But what I would like you to note already is that this will lead to a full transfer of the liabilities associated with TFCo to EPEI, which amounts EUR 1.9 billion on balance sheet liability and EUR 7.6 billion of balance sheet liabilities, mainly comprised of performance guarantees and U.K. pensions. The transaction will enable the deconsolidation of TFCo negative free cash flow and unwind circa EUR 1 billion of intra-year working capital needs, represented a major derisking of the group's future trajectory. At the same time, we have agreed provisions, allowing the group to retain exposure to the TFCo upside to be triggered in certain liquidity events or not performance of TFCo above certain thresholds. This transaction will lead to a rebirth of Atos into Eviden, a pure-play leader in the tech and digital space with full autonomy to deliver on its strategic road map and unlock its full value potential. In conjunction with this transformational transaction, it is critical to provide dividend with the adequate capital structure to achieve its growth ambition and unlock its full potential. Therefore, as part of the comprehensive plan announced today, we are also contemplating to reinforce Eviden balance sheet through a new capital raise of EUR 0.9 billion and with the benefit of EUR 0.4 billion proceeds from our new disposal program announced last Friday. As you may have already read in our communication this morning, EPEI will be committed to participate in this equity issuance, notably by participating in a EUR 180 million reserve capital increase at 62% premium to Atos 30 days average. This reserve capital increase will be complemented by a right issue offered to all Atos shareholders for an amount of up to EUR 720 million. EPEI has also committed to subscribe up to EUR 37.5 million in this right issue. I would like to note that the commitment of EPEI to invest in Eviden is a testimony of the strong support and confidence of a recognized investor in Eviden's plan. Additionally, the EUR 720 million remainder of the capital increase envisage has been standby underwriting by BNP Paribas and JPMorgan significantly derisking the capital raise. With the capital increase and the expansion of our disposal plan we announced on Friday, we expect the group's net leverage at 4x initially, targeting a 2x net leverage by 2025 year-end. But before going into the detail of this comprehensive plan, I would like to take a step back and remind you that Atos plays today in 2 distinct markets that do not belong together. On the one hand, we have a dynamic and high-growth markets in data, cyber and application and doing strong demand. And on the other hand, TFCo plays in a more mature market that suffers from the rise of the public cloud and requires years of restructuring. There are no synergies today between both divisions, and we can create a lot of value for our focus on the most attractive market. And for that, we have a unique capabilities and differentiated positioning for Eviden. This was the strategic rationale behind the separation plan announced last year and implemented over the past 12 months, and today's announcement is the achievement of this process. Back to you, Diane.

Thank you, Nourdine. Good morning, everyone. So before getting deeper into the terms of the transaction, I want to take the opportunity to provide you with more background on the genesis of this announcements, which represents an holistic solution for our group. Following last year at Capital Markets Day, when we announced the separation plan, we received inbounds from interested parties regarding TFCo. The Board decided to evaluate all alternatives with the aim of maximizing Atos' shareholder value. EPEI emerged as the strongest contender based on an attractive offer on which I will come back shortly. EPEI also provided a compelling plan for the TFCo transformation, and we are convinced that TFCo, its employees and customers will benefit from the backing and long-term vision of EPEI to fully implement its transformation and repositioning. In addition to the sale of TFCo, let me provide you with more details on how we will strengthen sustainably the capital structure of Atos, which means the capital structure of Eviden post disposal of TFCo. First, as part of the EUR 900 million capital increase we discussed earlier, EPEI is committed to participate for a total amount of EUR 217.5 million divided into a reserve capital increase at an agreed price of EUR 20 per share and a subscription of EUR 37.5 million in the rights issue of EUR 720 million offer for all shareholders. Both legs of this capital increase as well as the disposal of TFCo to EPEI will be submitted to the vote of our shareholders in a dedicated EGM. For us, ensuring that Atos shareholders are equally convinced by the merits of this holistic solution is of the utmost importance. And as such, the closing of the transaction will be subject to their vote in an added EGM to be convened in the last quarter of 2023. Moving on to next slide. Let's recap and dive deeper on the terms of this proposed transaction. The disposal of TFCo is made on the basis of an enterprise value of EUR 2 billion, implying a 3.9x OMDA multiple, an attractive premium to take foundation [indiscernible] public valuation. This will be a 100% sale, which means that significant on and off balance sheet liabilities will be transferred to the buyer. EUR 1.9 billion of provisions, leases and pensions will be assumed by EPEI going forward. On the off-balance sheet front, we are talking about EUR 7.6 billion no longer assumed by Eviden post transaction. The transaction is also structured in such a way that Eviden will benefit from an upside sharing mechanism triggered by the outperformance of TFCo of subsequent liquidity events. What it means in terms of cash impact for us. So first, the transaction will have EUR 0.1 billion positive cash impact immediately and also means we will avoid any further future negative free cash flow required on TFCo's front for its restructuring. We expect this transaction to close end of 2023 or beginning of 2024 at the latest, subject to customary conditions you see on this page. Turning now to Paul to describe the capital structure.

Thank you, Diane. So with this transaction, Eviden will have the right capital structure that will ensure it can deliver on its ambitions and also on its strategic road map. In total, we are expecting EUR 1.3 billion in cash inflows. EUR 900 million will come from a capital increase, and the key components of that increase include $180 million from reserve capital from EPEI, EUR 720 million from the rights offering, which is supported, as you heard, by a standby underwritten commitment from BNP Paribas and JPMorgan. We also expect $400 million -- excuse me, EUR 400 million from the new disposal proceeds. And you should know that we've already received indications of interest on these assets. Now we plan to use the EUR 1.3 billion to strengthen the capital structure of Eviden. Already, Eviden will benefit from the immediate deconsolidation of TFCo's negative free cash flow as well as the transfer of a significant on and off-balance sheet liabilities of TFCo to the purchaser. We also plan to unwind intra-year working capital needs of TFCo, which amount to about EUR 1 billion. We are currently planning to extend debt maturities and reduce debt as part of this transaction. So net-net, Eviden is expected to have a pro forma leverage of about 4x rights first. And then with a strong cash flow, Eviden expects to be able to delever rapidly with a target leverage of 3x by the end of 2024 and 2 times at year-end 2025. And with that, I'll turn it over now to Philippe.

Thank you, Paul, and good morning, everyone. So as mentioned by Nourdine and Diane and Paul, so today is indeed a very important day for Eviden. I would like to reiterate with you the clear ambitions that we have and the value potential that exist in this business. A leading global player in high-growth digital transformation. So you already know that's why starting with who we are and what makes us unique. We are the leading global player in the high-growth digital transformation, operating in Big Data, cloud and cybersecurity services markets. These markets offer tremendous potential and major opportunities for growth, with EUR 5.3 billion revenue in 2022 and over 57,000 employees, we operate globally within more than 50 countries with a well-balanced footprints, both in terms of headcount and revenue. On the high-growth market segments where we operate, our value proposition is centered around clear distinctive factors, a portfolio of unique sovereign capabilities with complementarities across our 3 synergistic business lines, a deep in-house industry expertise, enhanced by a strong portfolio of intellectual property. We have more than 2,100 patents across our business and partnerships. These are true [ right ] wins in our marketplace and the position in which we are building our profitable growth. As I indicated, Eviden is positioned on segments within the IT and tech markets, which offer the highest growth potential. In total, we estimate that our addressable market could represent a combined EUR 1.8 trillion in 2025, which implies an annual growth rate of 11.7% on average between 2021 and 2025. Digital is the biggest segment. We average from a small digital platform and digital transformation segment. This is a market that is expected to reach close to EUR 1 billion in 2025, growing at 12.8% per year on average. Our offering here revolves around smart platform, transformation, acceleration of digital application and net 0 decarbonization play. Our cloud market, where we offer end-to-end services from advisory, design and build to operation is expected to represent EUR [ 213 ] billion in 2025, growing close to 10% per year on average. In Big Data & Security, our unique offerings addresses 3 segments: Digital security where we offer cybersecurity services and products as well as mission-critical system. This market is expected to grow 10% per year. On high-performance computing, where we are active in supercomputing, high-performance AI, quantum computing encryption and scientific computing. This market is expected to grow 8.6% per year. Lastly, business computing and AI, where we are present in business and hedge computing and AI solution like our famous Atos Computer Vision Platform software. This is a very promising market expected to grow close to 14% until 2025. So the market dynamics are very strong and offer significant growth potential for our businesses. Now we are looking at our midterm ambitions. With the TFCo disposal and the new capital structure set up, we are aiming to accelerate our growth trajectory and significantly enhance our margin profile. Eviden is playing in a very dynamic market, as we discussed before, that is structurally growing fast. We are today reiterating our guidance and expect to reach 7% annual growth rate over the 2022 and 2026 period and significantly improved margins to circa 12% by 2026. For 2023, we expect to overperform last year organic growth and improve our profitability versus last year. With that, Diane, back to you.

Thank you, Philippe. So today marks the first step of the new journey for our group with the announcement of the transaction and also the launch of the consultation process with our employees. Over the next few weeks, we will also work with our banks to obtain the waiver required to consume this transaction on which we are very confident. Both steps are required before we can find the SPA with EPEI forecasted in Q4 this year. We will also reconvene with you to provide a much more detailed view on Eviden, its ambition and financial plan as part of the dedicated Capital Market Day expected to take place prior to the extraordinary general meeting. Finally, we will convene this added general meeting to obtain approval from our shareholders to consume the transaction and to issue the capital required. To conclude, I give the floor to Philippe.

Thank you, Diane. So before we open to Q&A, I wanted to take a step back and reiterate what all of this means for the group and all its stakeholders. First, Eviden as a new listed entity will not be exposed any more to TFCo and its associated cash burn, restructuring and significant liabilities. Second, we are creating a strong environment to ensure sustainable and successful development of Eviden and to unlock value creation for our shareholders. And finally, we are strengthening our capital structure with the equity insurance and disposal proceeds, targeting a 2x net leverage. And finally, we are bringing on board a recognized investor, EPEI, fully supporting the Eviden project. Thank you. We can open for Q&A.

[Operator Instructions] And the first question from Frederic Boulan from Bank of America.

A couple of questions, please. Can you share with us the cash -- so you talked about EUR 100 million cash in at closing. So can you share with us a little bit what's going on in terms of cash transferred potentially in the unit? What liability are going and staying so between factoring pension restructuring. And any color you can give us on the debt position you plan to reach at the end of 2023 for the remaining business? You talked about the leverage level of 3x. So if you can triangulate the absolute debt level? And any color on where you expect that to be end of '24 would be great.

Frederic, I will start. So on the -- so it's indeed EUR 0.1 billion net cash positive and the transfer of the liabilities attached to TFCo perimeter. So both on balance sheet liabilities for EUR 1.9 billion and EUR 7.6 billion in terms of balance sheet liabilities, including a significant portion for U.K. pensions, but also our parent company guarantees. One other question on factoring and net debt, I hand the floor to you, Paul.

Yes, let me just actually provide a bridge that maybe is somewhat helpful. Just in terms of, first of all, how do we get to the 3 -- the 4x for Eviden and then we -- and how we're going to go down from there. First of all, we ended the first half of the year with a net debt of $2.3 billion -- excuse me, EUR 2.3 billion. And as was discussed at the last earnings last week, the company expected to have relatively flat free cash flow in the second half of the year. And there's also the proceeds that's going to come from some of the assets that we're already out for sale, and that's about somewhere around EUR 250 million to EUR 300 million of positive free proceeds. So net-net, at this stage, the expectations would be that year-end, we would end with a EUR 2.1 billion in net debt. And so what Diane has indicated, you have the proceeds of $1 billion -- it's $100 million from this transaction and the conveyance of the liability. But in addition to that, you heard us talk about unwinding some of the -- what we term the intra-year working capital needs of the TFCo business. That was about $1 billion. And so when you do the bridge from 2.1 that the company would finish the year at EUR 100 million of proceeds, 1.0 of working capital unwind. And then you have the disposition of new assets we talked about, EUR 400 million. You have also the equity raise that comes in the form of the reserve capital and the rights offering. If you just kind of tag those along, you will see that, indeed, the pro forma for Eviden which will be NewCo, the new Atos will be called Eviden, it is around EUR 1.9 billion. And then that gives us the 4x of leverage, considering where the OMDA of Eviden is expected to be roughly at year-end fiscal '23. And then as I mentioned in my remarks, this is a business that generates strong free cash flow. So we would expect rapidly delevering with the free cash flow of the business. It's also less capital intensive from particularly in other areas of the business. So that's how we get to the 3x and then 2x. And then you --

Thank you very much. Carry on, sorry.

No, no, that's all right. I mean I just wanted to make sure we answered all your questions.

[Operator Instructions] The next question from Frederic Boulan from Bank of America.

If I can just follow up on the -- what's left in Eviden in terms of liabilities beyond the financial debt, that would be useful.

I think in terms of liabilities, I think you'll have the -- can you be more specific in terms of what you're looking for?

Yes, factoring, pension, lease, restructuring, any other nondebt liabilities?

Okay. I think from a factoring standpoint, there would be still some the factoring at Eviden. If you look at where the company was at the half of the year, there was about EUR 700 million in factoring. Some of that is going to go away with the TFCo and that's part of that unwind of the working capital that I just mentioned. And there will be left as of the middle of the year in June and the semester, about EUR 300 million that was for Eviden. And then the objective again is, as I mentioned also in my very introductory remark, the objective is to just fundamentally work on improving working capital for both businesses, even though we're separating TFCo. But we're going to make sure that over the next 6 months to 9 months, we are really embarking on a major improvement in working capital.

Okay. And so no pension liabilities or restructuring left at Eviden?

Yes. The pension is going with TFCo, and there's always a little bit of maybe restructuring or rationalization that takes place in any business, but it's much more moderate in size. Most of the other restructuring that you heard us talk about is related to the transformation taking place at TFCo.

And the next question is from Nicolas David from ODDO BHF.

Yes. Congrats for this very interesting deal. I have several questions. The first is I understand --

Do you mind speaking up a little bit, please?

Yes. Can you hear me well? You're hearing better?

Yes.

Yes. Could you please -- I mean, I understand that the EUR 2 billion EV, you mentioned for Tech Foundations include leasing engagement, could you give us the amount of this engagement you are taking into account both at Tech Foundations, but also at Eviden? And for Eviden, could you help us understand which is -- what is the EV, the implicit EV of the reserved capital increase you are taking into account and the multiple of not OMDA, but maybe more adjusted EBIT or I'll let you -- I mean, the adjusted EV would be great. So the split of leasing engagement for Tech Foundations and Eviden and the EV of Eviden as part of the reserved capital increase? And also, how did you take into account in this EV and calculation for Eviden and the discussion you had with EP -- with Mr. Kretinsky, the litigation with Cognizant, did you put a 0 or a number which is above that?

Sorry. Actually, the sound was not really good. So if you don't mind just repeating the questions so that we can provide the adequate service. Sorry, the line was a bit blurred.

Okay. Sorry for that -- sorry for that. Now my question is, I would like to have the amount of leasing engagement you take into account in Eviden and tech foundation enterprise value? And the total enterprise value of Eviden you have retained for the reserved capital increase? The amount you have taken into --

Well, let's -- I think it's very difficult for us to comment right now on the value of Eviden, right, post transaction. Obviously, as we just really were going to be sharing at the Investor Day. We will share more insight into the business itself, and we'll let the market just determine the fundamental value of this pure-play asset that is very well positioned in the market and one of the hottest aspects of the market these days with Big Data and with cyber and also with digital. And so what we gave you is some indication a little bit of the type of leverage the company will have and the type of OMDA that you can derive of that business, and it's really going to be doing very well also from a free cash flow perspective. So I think it's going to be a very valuable asset, and that's why we said this can be unlocking value through this transformation -- the transaction. And as far as you said, some leases that have been really conveyed, most of the leases are going to go with TFCo. That's just made basically on a relative basis, about 20% of the leases stay with Eviden in terms of value.

[Operator Instructions] And the next question from Alexandre Faure from BNP Paribas.

How should we think of working capital needs at Eviden? And maybe where it stood at the end of the first half? I'm thinking, in particular, in high-performance computing, which from memory can have relatively growth or working cap swings? And second question is on restricted cash, maybe in India as elsewhere anything on that front when it relates to the Eviden asset.

You'll have to pardon me. But again, with a few days on the job, I think, to some extent, on the restricted cash, I can't give you right now yet to breakdown between the 2 businesses, right, in terms of how much is in Eviden -- remains with Eviden. But I think right now, I would assume the majority of it since we're conveying the asset and getting a net proceeds from EPEI of EUR 100 million. And your next question was?

What's the working capital needs at Eviden going forward? And is there any unwinding to happen there as well? How should we think of a normalization of working capital at Eviden?

What I mentioned as of the middle of the year, that reported last week, we had about EUR 300 million of still factoring in the business. There's a normal element of factoring in this industry that all companies go through. And so the objective is to continue to monitor that. And as I mentioned, fundamentally improve the working capital characteristics of the business, working across every element of the working capital from receivable to terms and with the suppliers and the like. And we will just continue to be really pretty prudent with our working capital management.

Got it. Got it. Perhaps another way of touching on the same topic. Maybe based on your prior experience at CSC and DXC when you look at the mix of activities of Eviden and in digital and supercomputing and cybersecurity, do you think that by nature, those activities tend to consume cash as you grow or should be pretty neutral in terms of working capital changes or perhaps even positive? Just trying to get my head around the modeling of working cap inflows or outflows for the new assets.

Yes. I think fundamentally, each one of those businesses within Eviden has their own characteristics. You would say that the digital business, in particular, would have very strong and quick turnaround in working capital, right, because there's a lot of project work and the like. I would say that the cyber business and the Big Data business also would, generally speaking, be also light on capital intensity, obviously, and -- but much more, again, a quick better working capital characteristics. The HPC business is its own characteristic that industry tends to have longer lead time for delivery. And as a result of that, collections is a little bit more extended on the receivable side, right? And you tend to have to just really order quite a bit of the material while in advance just really built these solutions for their clients. So that's a business that we will look at a little bit more closely. Does that help?

Yes. Yes, it does.

Just I would like to come back on one of the previous questions to give clarity on the EUR 2 billion enterprise value. I think it was the question from Nicolas from ODDO. So coming from the net cash impact for Atos of EUR 0.1 billion. Then the EUR 1.9 billion on balance sheet liabilities, they concludes as follows. So 0.8 billion circa on lease liabilities, EUR 0.6 on provisions for risk and charge, circa 0.4 on pensions and 0.2 on others. That's the detail on the EUR 1.9 billion on balance sheet liabilities. In addition to that, as part of the transaction, we forecast a transfer of EUR 7.6 billion of balance liabilities. I hope it clarifies that.

Thank you for your question. There are no further questions at the moment. [Operator Instructions] And the next question from -- there are no further questions. So if the speakers wants to wait for more questions.

I think Roberto as it was in a short notice, I think you just would like again to thank everybody for connecting bringing the question, this is really an important day in our trajectory in our plan. We are moving ahead with the separation. That is a good news. And with that, I just would like to thank again everybody and speak to you soon. Thank you.