Banijay Group N.V. (BNJ) Earnings Call Transcript & Summary

Good evening, and welcome to our H1 2022 results webcast for FL Entertainment. My name is Caroline Cohen. I'm Head of Investor Relations, and I look forward to getting to you all better in the coming weeks and months. Before we start, let me draw your attention to the disclaimer on Slide 2 that I invite you to read that. To comment our results, we have our CEO, Francois Riahi, our CFO, Sophie Kurinckx. First, you will hear from Francois on our key highlights for the first half '22, followed by a short introduction to FL Entertainment as this is our first results webcast as a listed company. Sophie will then go through the financials in more detail. And Francois will conclude with the outlook. We will open up the line for your questions afterwards. So let's get started. Over to you, Francois.

Thank you, Caroline, and welcome, everybody. With Sophie, we are delighted to present our very first financial results webcast following our listing in July. This listing was, of course, very important milestone for FL Entertainment and is already helping us to build momentum and to accelerate our growth. As the largest independent content producer globally and the fastest-growing sports betting platform in Europe, FL Entertainment is a leader in attractive and growing market segments. With supportive long-term shareholders and great teams, we are well positioned to seize these opportunities and create value for all our shareholders. And I think that our results for H1 2022 illustrate very well this potential. So let's move to our key highlights. In this first half of 2022, FL Entertainment delivered strong revenue growth driven by the performance from our 2 business units, the content production and distribution. In the content production and distribution, the business has fully recovered from the impact of COVID in the same period last year and shows a very strong momentum. We have also completed the bolt-on acquisition of 8 production companies this year, 5 during the first half and 3 in September. These deals were in 6 different countries and across both scripted and non-scripted formats. They highlight the consolidation opportunity in our sector, and I will come back to that a little bit later, and demonstrate our increased capacity to pursue M&A as FL Entertainment and confirm our status as a preferred home for talent in the industry. On the Sports betting and online gaming side, our core Betclic business grew 5% at constant FX and we saw continued growth in the number of unique active players. So with all that, H1 2022 was defined by high profitability and cash generation. And our financial structure improved, thanks to the transaction, but also thanks to our strong cash generation and is today very robust. I'll go back -- Sophie will come back to that later. So first, Sophie will go through the results in more detail, but let's take a helicopter view. If we look at the 5 main KPIs we have defined at the time of our listing, all the greenlights are here. On the revenue side, we are up by 19% at EUR 1.8 billion for the first half. Adjusted EBITDA, which is let reflect of our operational profitability, was up 16% versus H1 2021. Adjusted net income was up 8%, while adjusted free cash flow was up 20% representing a cash flow conversion rate of over 80% and demonstrating the strength of FL Entertainment's business model. The reason why the increase in our adjusted net income is less than in our adjusted EBITDA due to the fact that in 2021, we had some low tax rate because of carryforward losses -- previous losses. So in 2022, our tax rate is more normal, and that explains the difference in this growth. Now if we look at our leverage, it has gone down from 3.7x at the end of December 2021 to 3.3x in 6 months due to 3 effects: One is the increase in our EBITDA; The second one is the operational cash flow, reducing the level of debt; And the third point is the positive impact of the listing transaction on our debt. I recall also that the proceeds of the IPO have also been used to buy almost 50% of Betclic shares, which has, of course, improved dramatically the proportional leverage in a strong proportions. Before I hand over to Sophie, I wanted to spend a few minutes introducing FL Entertainment as some of you will have not heard from us at the time of the listing. First, our mission. Simply put, our mission is to entertain the world. We run 2 businesses: Content production and distribution, which operates through the Banijay brand and Sports betting and online gaming, these 2 brands, Betclic and [indiscernible] to who are together in Betclic Everest Group. These are powerful entertainment brands that have a strong understanding of their audiences and an ability to drive connections. Major entertainment players like Disney, recognize the opportunities in Sports betting, maybe you saw that a few days ago, the Disney CEO confirmed that the company is looking at developing sports betting app. I think that's very good testimony to the fact that sports betting is an integral part of the entertainment industry, as we said during our IPO. Now what drives our success. First, through our Banijay and Betclic businesses, FL Entertainment holds leading positions in markets that are structurally growing. I will come back in more detail on these market just after. Second, our organization. We were founded by an entrepreneur and have entrepreneurs at every level of our organization. We are structured to empower our people and enhance creativity. Look at Banijay. Actually, Banijay is a collective of over 120 production companies across 23 territories. This is a unique setup which is very much adapted to attracting, retaining talent and allowing them to deploy their creativity. This is because of this organization that we have been able to launch in 2021, over 90 new pilots shows, which is, we think, unmatched in the industry. The entrepreneurial leadership at Betclic is also why we have an industry-leading, easy-to-use and innovative offer. Third, we enjoy a strong track record of profitable growth in both content production and online sports betting. And I will provide more color on the opportunity to continue this over the coming years. We don't oppose growth and profitability we deliver both. And finally, we enjoy robust and sustainable business models. We enjoyed strong performance during the COVID pandemic, and we are well placed to continue to thrive in the face of wider macroeconomic challenges. FL Entertainment, as I would say, a good strong governance and a very good alignment of interest. So first, it begins with our management. Of course, by modesty, I will not comment about Sophie and myself. But our 2 CEOs, Marco Bassetti at Banijay and Nicolas Beraud at Betclic are 2 business CEOs, our entrepreneurs that have developed their businesses with tremendous success so far, and we'll continue to do so, supported by the talented team. It's very important to note that both Marco and Nicolas are significant shareholders in the company that they are leading. Stephane Courbit, our Chairman and Founder of the group, is another powerful asset bringing over 30 years experience of growing entertainment businesses and creating value. And we call on an experienced Board of Directors that is majority independent from the controlling shareholder and brings the diversity of talent to guide our journey. The interest of our teams are also fully aligned to our shareholders, thanks to long-term incentive plans that are an integral part of our business model. If I zoom in on Content production and distribution, I will say a word about the market. The global content market is huge. It is estimated to be worth EUR 200 billion and has been growing very fast, driven by the increase in the number of players, especially on the streaming side. This emergence is creating more competition, more competition between streamers and broadcasters, more competition between streamers themselves. And this competition means that having the right programming is key to meeting demands from all clients for quality content. If you have quality programs, then you have a strong targeting power. As the leading independent production company with the largest content catalog and portfolio of IP rights, Banijay is extremely well placed to capitalize the [ growth ]. There is also, and I mentioned that during the introduction, an extensive consolidation opportunity in this market. The top 10 players in this market only represents 6% of global content production and Banijay only 3%. So there's a lot of room for development, for acquisitions, and we have a demonstrated track record to integrate new companies within Banijay. And of course, I would think this year is a good testament for that as we have completed 8 of these acquisition. As I have said, Banijay is attractive to top talent. So we have done these acquisitions this year, but we see more to come and a lot of potential in terms of M&A capabilities for Banijay, which is an interesting part of its business model. The beauty of our Content production and distribution business is the extreme diversity of revenues. This is true in terms of customers. We have no concentration of customers whatsoever. This is true in terms of geographies. You see that for example, France is only our fourth geography and accounts only for 9% of our revenues, and it's very well spread within the -- between the countries. And this is also true in terms of formats we are not dependent on any format. The second element is that this is a highly profitable and derisked business driven by the fact that just under 70% of revenue is from non-scripted production. The non-scripted production is a cost-plus pricing model. With high cash flow conversion of around 75%. And even during the pandemic -- the COVID pandemic, this figure was still the case. We are also seeing growing distribution revenues led by the demand for content that I was describing earlier and also secondary revenue opportunities from gaming and licensing. Something that's very specific to Banijay is that the IP is at the heart of our business model, and our offer includes recognized brands and a wide diversity of formats, that drive repeat business for replication across different territories. So we are not only -- when we produce new shows, we are not only generating revenues in the third day, but we are also creating revenues for the future. And to ensure that the content we produce thrives on diverse perspective. We are focused on ensuring we have a truly representative and inclusive workforce and especially, of course, on the screen, where diversity is very important for the societies we are operating in. Now if I move to Sports betting and online gaming, again, we talk about a massive opportunity with the global market expected to double between 2020 and 2027 to an estimated EUR 115 billion. Based on gross gaming revenues, we believe Betclic was the fastest-growing online sports betting platform in Europe in 2021. Betclic has a proven track record of operating in highly regulated markets, including France, Portugal and Poland, where it has a leading position. Betclic business is built on an award-winning profitable, scalable proprietary tech platform that offers clear opportunities to duplicate our know-how in new territories. In a world, Betclic is the tech company, but it's -- we're talking about profitable tech. Now Betclic is a sports betting house. This is our DNA. You can see this in our revenues. Sportsbook activities make up almost 80%, while activities from the 5 main geographies of France, Portugal, Poland, Germany and Italy, represented over 90% of revenues in 2021. Something crucial in our business is that 97% of revenues are coming from regulated markets in H1 2022. This is a very high percentage relative to our peers, and it will continue to increase over the coming years. And this is very important not only for ESG, it's important for ESG, but it's also very important because it means it's very sustainable. We also benefit from a lean, highly profitable and cash-generative business model with cash flow conversion of around 90% in 2021. We are committed to the highest standards of customer service and responsible gaming. And this is not just about pleasing regulators or kicking a box. It's concretely at the heart of our strategy because we believe it is the only route to long-term business sustainability. And it's also, I would say, the best way to make sure that sport betting remains what we think it is and entertainment. That's all from me for now, and I hand over to Sophie to go through the results in more detail.

Thank you, Francois. Good evening to everyone. So let's start first with revenue and profitability at FL Entertainment N.V. So as you could see, the group revenue increased by 19% or 15.6% at constant exchange rates, driven by a strong performance in Content production and distribution. What is important to note here is that external and personal expense, mainly from Content production and distribution grew in lockstep with its revenue growth and clearly demonstrates our highly flexible cost basis and our ability to adapt to any economic environment. With an adjusted EBITDA of just over EUR 300 million, we saw strong margins close to 17%, 14% coming from Content production and distribution and 26% form online Sport betting and gaming. You have to know that these 2 businesses are both very highly profitable businesses related to their peers. In the next slide, I just wanted to start with the exceptional items first, so that we can focus on business very quickly after this one. Here, we focus on the financial impact of the transaction that occurred in June and July 2022. So as you know, the main exceptional items produce financials is the reorganization and the merger with the SPAC that occurred in June and July 2022. So during the first half, we completed the restructuring that included the rollout of shares of minority shareholders and the capital increase from [indiscernible] into FL Entertainment. And this is reflected in our financial statements at the end of June 2022. Afterwards, on July 1, we completed the merger with SPAC and our listing on Euronext Amsterdam. And this is not reflected in our financial statements as of June -- at the end of June 2022. But in the adjusted financial statements presented in the post-closing events note. Here, we are, therefore, providing you a full picture of the impact of the restructuring and the listing on a pro forma basis. This is what you have in the column, adjusted from merger. And in the column, transaction impact, this is the full impact in the P&L of the transaction. Cash expense relating to the listing amounted to EUR 19 million in the P&L. The rest of the impact included in the EUR 108 million is noncash and relates to the accounting treatment of different elements of the transaction because under IFRS, the merger with the SPAC is considered as an equity set of share-based payment for service rounded to lease the group. So that's why we have to book an expense of EUR 89 million. But it's important to have in mind that this is a noncash expense. The reorganization triggered an upward reassessment of the value of Banijay Groups shares, changing the fair value of the LTIP and employment-related earn out and option expense. So this is -- this results in an accounting adjustment of EUR 33 million that you can see in this column. And finally, this upward reassessment of the value of Banijay Group shares also results in an accounting adjustment of EUR 94 million. Due to this -- to some re-evaluation of financial instruments, mainly some put options and some derivative on demanded convertible bond. So in the last column, you have the normalized P&L, and this is the figures I will use to compare with the previous year in the next slide. So moving now to the consolidated P&L, you can see here that we have our EBITDA and net income, both presented on the reporting and normalized basis. The LTIP and employment related earn out and option expense of EUR 43.6 million related to the vesting of the incentive plan linked to the performance of the 2 businesses. The cost of net debt amounts to EUR 73.6 million compared to EUR 66 million last year, the increase being due to a new financing at Betclic. And finally, the tax charge in H1 2022 totaled EUR 28 million compared to EUR 9 million in H1 2021 representing an effective tax rate of 17.8% compared to 11.2%. And this change is mainly due as Francois mentioned earlier to the use of taxes carried forward last year. So now let's look at the financial results by business and let's start with the Content production and distribution. Content production and distribution revenue grew 27%, showing a strong recovery in comparison with the first half 2021 which was easily impacted by the effect of COVID on production activities. Content production performance was driven by new show deliveries, a return to seasonal pre-COVID production phase and repeat business, thanks to the recommissioning of key formats. For example, favorable production phasing with early deliveries of high-margin programs in Germany is also a factor. In distribution, we recorded strong revenue growth due to the increased production of scripted shows that we have been able to distribute in 2022. Banijay has also been active in selling new formats in different countries. So for -- as an illustration, the total numbers in hours in our catalog grew 9% compared to the year-end 2021. Adjusted EBITDA increased by over 30%, driven by the increase in revenue and the continued optimization of production costs. Free cash flow almost rose by 43% to EUR 152.6 million, representing a cash flow generation rate of 77%, in line with our guidance given for 2022. What you can see here is that the change in working capital increased due to the growth of the business and the fact that the group is back to pre-COVID production phase. I also wanted just to comment on the seasonality of the content production. There is a big factor in our industry -- well, in fact, in our industry, the H2 is usually stronger than the H1. So we have the seasonality by the end of the year. It should not be as high as it was last year as we had a catch-up from the COVID in 2021, at the end of the year. Let's move to the Sport betting and online gaming. Reported revenue in our Sport betting and online gaming business were down 3% for 2 reasons. The first one is a high comparison basis with H1 2021. Because H1 2021 had a favorable events calendar, including the Euro 2020 Football Championship held in June and July 2021 and it also increased user activity due to COVID related lockdowns in early 2021. And the second reason is the discontinuation of some bet-at-home operation in some countries, namely Austria, that was also a factor. So excluding the discontinued bet-at-home business, revenue was up 4%. This performance was driven by a solid progression in the number of unique active players across all activities, up 7% in the first half 2022 versus the first half 2021. You can see here that we also continue to deploy CapEx to develop our service offering high added value content powered by the cutting-edge digital platform. And this is a key market differentiator. On the next slide, we demonstrate the strong cash flow generated during the period. Adjusted free cash flow, which is adjusted EBITDA minus CapEx and lease payment was EUR 249 million. This means a conversion rate of 83% in line with our guidance. And adjusted for changes in working capital and income tax paid, our adjusted operating free cash flow was EUR 147 million, which allow us to deleverage the group as you can see in the next slide. So here, what you could see is that we decreased the leverage from 3.7x in December 2021 to 3.3x in H1 2022 after taking into account the full transaction, thanks to our cash flow generation and net proceeds of EUR 121 million coming from the reorganization and the merger with the SPAC. So we benefit from a strong cash position, a long-dated and fixed rate depth and a healthy credit rating. Just for you to know, just this month, S&P upgraded the rating of Banijay debt to B+. So all of these puts us in a very strong position. And as our business continues to grow, we expect leverage to fall further. So that's all from me. I will now hand back to Francois for some concluding remarks.

Thank you, Sophie. So as you can see, it's a very, very strong H1 2022. And so FL Entertainment performance in the first half, we can reaffirm our guidance for the full year 2022 of revenue around EUR 3.8 billion and adjusted EBITDA around EUR 645 million. As you can see, our leverage is already between 3 and 3.5x as said at IPO. We also reconfirm our mid-term outlook that we gave at the time of our IPO. A few takeaways after this presentation. One, thanks to our solid fundamentals and our strong action model, we are on track to maintain our growth trajectory. Two, we are seeing new signings in our Content production and distribution business and continuing to invest in new talent and content, and we are very confident to be able to continue to deliver bolt-on acquisition. While in online sports betting, the upcoming FIFA World Cup will be a strong driver of both revenues and new user acquisition. And three, we also continue to invest in products and technology. So thank you for your attention, and I look forward to meeting many of you in person but for the time being, we welcome your questions with Sophie.

Thank you, Francois. So it's now time for any questions. Can I just ask you to state your name and company and please limit your questions to 2 parts so that everyone who wants to ask a question is able to. So thank you, and I hand back to Sandra, operator.

[Operator Instructions] And the first question comes from the line of Thomas Singlehurst.

It's Tom Singlehurst here from Citi. Can you hear me?

Yes, Tom, yes.

Yes. Perfect. Congratulations on the strong results. Two questions, I'll stick to 2. First one, I mean your 1H organic growth or constant currency growth is about 16% by my calculations of EUR 3.8 billion of revenue. And I know this is me looking at the numbers, maybe you don't necessarily disagree. But as far as I can tell, that was predicated on about 10% constant currency growth. So I'm just wondering whether we should be assuming a slowdown in growth into the second half or whether there's an element of conservatism baked into that guidance. That was the first question. And then for my second question, maybe just on the sort of broader TV landscape, just to, I suppose, put our minds at rest in the context of the news around the sort of bidding process for the RTL stake in MS. I mean, is this something FL Entertainment might be interested in? Or is owning broadcast assets, not a core element of the strategy?

Thank you, Tom. Well, on the first question, I think we have a very good H1. We have no reason to think that H2 would be not as good as in line with this H1, and we will confirm our guidance because we are in good position. So you could call it conservatism. We are confident, very confident we are going to deliver. On your second question, of course, we were expecting such questions. We are not going to comment on this situation. And we will comment if and when we have something to say about it. But today, I'm not in a situation to comment on this transaction.

We will now take the next question. The next question comes from the Christophe Cherblanc.

Yes. Christophe Cherblanc from Societe Generale. I had 2 questions. First one on M&A. It seems you spent a bit less than EUR 15 million 1-5, in H1, what should we expect for the full year? And can you give us some metrics about the multiple you've been paying and what you're seeing in terms of market trends, do you see valuation becoming less demanding and change given what we are seeing in the market? And the second one is housekeeping. The tax rate is going up, but it's still pretty low at 17%. So what should we expect for the full year? And do you have a still significant tax losses.

So regarding the M&A. So the EUR 15 million is net from the cash acquired also from the company acquired. And what you could expect until the end of the year is around EUR 60 million in total, 6-0. Regarding the business model that we use is quite the same. The multiple are depending on the different countries in which we acquire some companies. And also depending on the [indiscernible] and on the IP owned by this company, but the multiple are well, amounts from 7 to 11x EBITDA of the company. This is quite common in our business model. Regarding the second question and the tax rate, we plan to have around this tax rate by the end of the year. We still have some tax loss carryforward to be used in the content production and distribution business coming from mainly on the acquisition of [indiscernible] Group. It's not the case anymore in the betting business.

And under your control, Sophie, I think at the time of the IPO, we gave a guidance around 20% of tax rate globally for the group on the normative basis. So we are still a little bit below, but we are heading to this amount.

We will now take the next question. One moment please. And the next question comes from the line of Aaron Watts.

It's Aaron from Deutsche. I hope you're all well. Two questions for me. I guess, first, given that many of the major media companies appear to be slowing the pace of their content spend, how do you think that will impact Banijay in the coming year? And then secondly, maybe relatedly, are you seeing any hesitancy or pull back on behalf of your broadcast or streaming partners given the concerns around the macro or recession -- potential for recession. And then kind of lastly, for the content production business, on a constant perimeter basis, would you be able to speak to what the revenue and EBITDA growth was for the first half?

I will leave the 2 last questions to Sophie. On the first one, I think it's -- as I mentioned earlier, the bulk of our activities is on the non-scripted format, which are, I would say, among the least expensive and I would say the best value for money for broadcasters or for streamers to, in terms of cost of programs compared to the audience. So we believe, of course, we cannot -- if -- if there is a slowdown of the content, we are in this industry. But we believe that part of this slowdown in the content spend can be about converting scripted into non-scripted. So we think we can be also on another hand, benefiter from this trend. And I leave the floor to Sophie for the 2.

Sorry, could you repeat the second question, please?

Yes. Somewhat related. Just have you seen any hesitancy to commit to shows or programs on the Banijay side or concerns on -- or delays in decision-making related to concerns around the macro outlook or recessionary concerns?

No, no. For now, we didn't see any impact of this. Don't forget that also we are also a cost-plus business model. So we expect to impact the part of this increase in cost to our customers, maybe not all of them, but it should be a large part of them. So we don't expect a huge impact on the macroeconomic -- from the macroeconomic situation today. Regarding your third question about the external growth, the impact is very small in the financial statements in terms of revenue in the first half as it represents only EUR 8 million of revenue because, in fact, in this company, they are currently under production, and they plan to deliver by the end of the year.

We will now take the next question. One moment, please. And it comes from the line of Jean-Yves Guibert.

Jean Guibert from BlueBay Asset Management. So a question more related to -- on the debt side, if I may, in Banijay precisely. Coming back on the outlook for 2022. If I'm not mistaken, your LTM adjusted EBITDA for Banijay itself as of June 22, is at EUR 480 million, while you're guiding for EUR 450 million for 2022, which implies a minus 10% decline in H2. So if you can elaborate on that? I'm actually on flattish revenue because as of LTM June '22, your Banijay revenue is also in excess of EUR 3 billion. And second question, I mean being a debt holders, we obviously focus precisely in terms of credit risk to the Banijay stand-alone basis. And my understanding is that you still have to publish the Banijay financial accounts on a stand-alone basis and which have not been posted so far post your June '22 accounts. So I'm just -- if you can clarify as to when you expect to publish understanding what you have 75 days initially.

So first question on the last 12 months. Yes, you're right. But as I mentioned to you, the first half of the year in 2021 was highly impacted by the COVID and we had a strong catch-up in the second half of 2021. So that's why the -- well, we are even more than back to the normal level of production in the second half of 2021. So that's why also we don't expect the second half of 2022 to be as high as it was in 2021. That's the reason why. Regarding the financial statement of Banijay, if you look at the documentation of the financing, once Banijay -- now that Banijay is part of a listed group, we will publish only the financial statements of the listed company, and we can benefit from the delay that is authorized for the listed companies. So this is why we are providing you the full set of accounts for the listed company within 90 days. And you will have in this FL Entertainment financial statements the full number and enough figures about Banijay to have all the analysis that you need. But of course, we will remain at your disposal should you have any other request.

So just to clarify, you are no longer obliged to report the issuer financial accounts on a stand-alone basis because you're part of a listed group now.

Yes.

There are no more questions on the phone at this time. I would like to hand back over to Caroline Cohen for the webcast questions.

So I think that a lot of the questions which have been asked through webcast have been already answered. So I will hand over to you, Sandra, to -- and maybe to Francois to finish the call.

No. Thank you very much for your time. I think we are very happy to have delivered on this first half, I would say, fully in line with our expectations and what we presented during our IPO, and we believe we are in very good track to continue to do so. So thank you for your time, and see you soon. Bye.