Teleperformance SE (TEP) Earnings Call Transcript & Summary

Hello, and welcome to the strategic acquisition of ZP Better Together. My name is Melissa, and I will be your coordinator for today's event. [Operator Instructions] I'll now turn the call over to Thomas Mackenbrock, Deputy CEO of TP. Please go ahead.

Thank you, Melissa, and good evening, everyone. A very warm welcome from my side to this special update call in TP. I'm here together tonight with Scott Klein, the CEO of our Specialized Services. And together, we will present to you the strategic acquisition of ZP Better Together. What has happened? TP, as you have read the news, just have entered into a definite agreement to acquire ZP Better Together. ZP is a very remarkable company, and we're extremely proud that we have been able to conclude this agreement. ZP provides an essential service to the deaf and hard-of-hearing community in the U.S. by providing a comprehensive suite of language and interpretating solutions, coupled with tech platform in supporting this platform. Given its unique setup, ZP will become part in strengthening TP's Specialized Services, and in particular, it will become part of our LanguageLine Solutions. As many of you remember, LanguageLine Solutions was brought in into the TP family more than 8 years ago and since then have seen a remarkable development, and we believe this acquisition of ZP, together with LanguageLine Solutions, will open up a new chapter of growth and further impact for communities and clients in particular. Let's look on the next page, the highlights of the transaction. ZP was founded almost 1/4 of a century ago. It is headquartered in Austin, Texas, and it provides services around video relay services, video remote interpreting and on-site interpreting in particular. It is the second largest language solutions in the U.S., providing services to the deaf and hard-of-hearing community. And it is a business that has seen remarkable growth over the last 7 years, now reaching more than $230 million in 2024. We also see that this acquisition fulfills many criteria we have laid out before in terms of value-enhancing transactions for TP, and we truly see this as a value-enhancing transaction for the group. We expect the transaction to be accretive from year 1, of course, before purchase price allocation. There is some customary regulatory approvals, so we expect a closing in early 2025. And as we have sufficient credit lines, the acquisition will be done through our existing credit lines by using debt. Given the size of the acquisition, an enterprise value of less than $500 million, $490 million, to be precise, we saw no impact on our strong balance sheet in terms of that our expected debt leverage will remain 2x EBITDA, obviously, for the end of 2024, as we have previously communicated, but this is also our exception for the end of 2025. Let's move to the next page. What is the strategic rationale? ZP is really a gem. It is managed by an excellent team, servicing a fantastic community, building a very strong culture and DNA, trying to support every day in and out the special community of the deaf and hard-of-hearing people, and they have built this by really coupling innovative technology, business services with a fantastic group of interpreters. And by doing so, they have seen a remarkable development. They have all the assets we like within TP, and we believe by joining forces with our Specialized Services team, in particular with our fantastic team at LanguageLine Solutions, we create a unique asset and winning combination together. This is true when it comes to business being provided. The tech solution, in particular, video relay services offered the client base that is very complementary. So we believe joining these 2 companies together will provide additional growth opportunities. We also see that this transaction is financially sound and attractive for TP, providing an EPS accretion in year 1, while at the same time preserving TP's strong balance sheet, as I explained earlier. And we know also from past acquisition that an integration is only successful if there is a shared belief, a deep cultural fit, and we see this clearly with the new team joining us. And there's a very shared belief of improving people's life day in and day out. And as Scott will explain now on the second chapter, you see this really shining with Sherri, who's the CEO of ZP, and their entire team, what they have done over the last years and what we expect to continue together with them in the future. With this, over to Scott, who will provide you a short overview about the services portfolio and ZP in detail. Over to you, Scott.

Thanks, Thomas, and good day to all. At Specialized Services here at Teleperformance, everything that we do is focused on helping people. We help people deal with their debts. We help them navigate the U.S. health system. We help them find jobs and careers to improve their lives. We also help facilitate global travel. And at LanguageLine, we help bridge the gap of language and cultural barriers, and until now, that has primarily been for spoken languages. The addition of ZP Better Together addresses the nearly 10 million people in the United States who are deaf or hard of hearing. That is an incredible group of people that have very demanding needs. And under Sherri Turpin's direction, the CEO of ZP, they have been addressed quite well. But today, we begin a new future for this incredible business. Let's go to the next page. This very special group of individuals communicates with the hearing world in 3 different ways. The most important and largest part of the communication device that helps these people is the video relay service, known as VRS. Let me describe to you what that means. Imagine you're an individual that relies on sign language to communicate. You connect with the video relay service. And on the other end of the service is a sign language agent, who not only can communicate and sign language, but also can communicate with the hearing world with voice. And if you're the deaf or hard-of-hearing individual and you want to talk to a doctor, you connect to our system, and that agent connects to the doctor, and they facilitate the conversation between that deaf or hard-of-hearing person and perhaps whatever it is that, that individual needs help from their doctor in the way of medical attention. This is what makes the ZP business so special, that ZVRS service that we do not have at LanguageLine Solutions. Now in addition to video relay service, ZP also provides community interpreting services, what most of you might know as on-site interpreting, where we actually put an interpreter in the physical space where that deaf or hard-of-hearing person is communicating. And then finally, video remote interpreting, which is exactly what it sounds like, something that LanguageLine has been a pioneer in for spoken language for quite some time, although we do provide some language interpretation as well to facilitate a conversation over video. So 3 different solutions. The first, video relay service, is supported by the U.S. government. The other 2 are paid for by enterprise clients, health care institutions and all the other myriad of clients that we do business with. Let's go to the next page. ZP operates with an incredibly robust technology platform. And what's so amazing and synergistic about this new combination is ZP has technology that will be additive to the LanguageLine platform, and LanguageLine has technology that will be helpful and supportive to ZP as well, a really great synergy that we're looking forward to taking advantage of. Now ZP operates with primarily remote interpreters, but a number are also in call centers, about 80% remote, 20% in call centers. And what that does is it provides us geo diversity, so we're not dependent on any 1 single area of the country. Let's go to the next page. There are a number of aspects about this combination that are going to create tremendous value, not only for the deaf and hard-of-hearing community, but of course, for our business as well. Let's talk about the community. This is a very special group of people at ZP Better Together that support this business. Even the non interpreter population is dominated by people that are also deaf and hard of hearing. And like LanguageLine, these people wake up every day to serve this important community. Every business operates on the platform of people, process and technology, and ZP has done an incredible job of wiring all that together to deliver truly outstanding service on a day in and day out basis. The platform has massive capacity. And as we bring the power of LanguageLine to ZP, we expect to see incredible growth that will more than continue to support the strong growth and profitability that you've all come to love from LanguageLine. It's a very attractive opportunity because what we're doing really matters to the people that take advantage of this service. And when it comes to a career, if you are a deaf or hard-of-hearing person, if you have mastered sign language, this is a great career and a great way for us to be able to attract the people that we need to drive this business. And when it comes to proximity, the redundant infrastructure of the business is more than capable of supporting the growth that we have planned for the future. Let's take a look at the value proposition on the next page. Think for a minute, for all of you like me who live in the hearing world, what it would be like to suddenly not be able to hear, and imagine how difficult your journey will be on a day-in and day-out basis. These services that ZP provides are mission critical to life for these individuals. But let me talk about 4 specific areas that are enhancements, not only for the ZP business, but specifically for LanguageLine Solutions as well. When it comes to culture, this is a marriage made in heaven. As I said before, all of the people that work at LanguageLine and ZP had deep sense of mission and commitment to the people that they serve. What they need to do is super important to what happens in these people's lives on a daily basis. We've got an incredible management team at ZP that I look forward to having participate and be part of the leadership of LanguageLine as we move forward. Combining the talents and capabilities of these 2 teams is really going to be additive to both parts of this business. The growth opportunities are significant as well. Imagine being able to now add to the platform at ZP all of the spoken language capability that LanguageLine has today because none of those clients of ZP are using ZP for anything other than sign language. So a huge, again, synergy to grow additional revenue. This next one is one that I'm super excited about, and that is the ability to train and develop ASL, American sign language interpreters to be able to support the growing needs of this community. By being able to use the video relay service as a training ground for journeymen interpreters to help them build and develop their skills to eventually grow and to become certified ASL interpreters themselves. And finally, when it comes to the growth and profitability of this business, as I said, the opportunities are nearly limitless, and we have already begun plotting out some very significant options as to how we're going to help expand the ZP business. And with that, I'd like Melissa to advise everybody on how to access our Q&A system. Melissa?

[Operator Instructions] Our first question is from Remi Grenu with Morgan Stanley.

Three, if I may, on my side. So the first 1 is on the financials, so I don't think that you're referring to the margin profile in the press release. So any flavor you can give us on that point, what kind of profitability profile we are looking at. The second question is that it feels like that part of the business is funded or subsidized by the U.S. government. So can you give us an idea of the exposure there? What percentage of use is related to U.S. government spending? And how does the pricing work? And if it is regulated within that industry, that would be interesting to have more info on that. And then the third 1 is within capital allocation. I'm interested in you elaborating around why you -- how and why you've reached the conclusion that this acquisition is of capital allocation versus share buyback of your own shares?

Let me start with your first and last questions regarding margin profile, transaction structure and capital allocation, then I hand over to Scott regarding the structure of the business. So as we see this as a strategic enhancement for our Specialized Services, and you know the growth profile and the margin profile of our Specialized Services, be assured that we don't want to do something that is dilutive to our specialized services? And we also believe, as Scott explained, that there are tremendous opportunities of addressing the needs together within the LanguageLine business as well as in the ZP business. So we really see this as an immensely value-enhancing opportunity for the group, which given the transaction structure is value enhancing for us in terms of capital allocation. And we believe that this is clearly something that is the best use of our investments. As you've seen in the press release, we confirm that the transaction is fully compliant in terms of criteria, what we use, and also in terms of value enhancing in terms of purchase prices that we paid for business. With regards to the structure of the business, over to you, Scott.

Yes. So as Thomas says, when it comes to margin, this is very comparable and similar to the LanguageLine business. And to your question about the government support for this business, the government support for the VRS solution has gone on for many, many decades. A new agreement with the FCC was recently signed that extends for a number of years. And the level of support from the FCC for this business is extremely high because of the very special needs of this very large lobbying group of individuals that are deaf and hard-of-hearing. So we see the exposure level as it relates to the U.S. government being very, very low. And all of the information about rates that are allowed by the FCC is all -- is very much available in the public domain.

Our next question is from Suhasini Varanasi with Goldman Sachs.

A few from me, please. Can you maybe talk about bidding process for this one? Was it an auction? And how the transaction came about? And the second one, can you discuss maybe the growth over the last 2 years for this business? And what are you expecting this to grow at in 2025? Just in context of some of the news flow around, let's say, labor practices, and there were some press releases relating to this acquisition. So just wanted to get some sense that it's all been settled and there's no concern there. And this business, if there have any customer overlap between LLS and this business?

Thomas, why don't I take the first and third, and you can cover the second. So this is a business that we've had our eye on for quite some time. As a matter of fact, exactly 10 years that we have been looking to make this acquisition. The opportunity rose earlier this year, and we decided to jump on it. And have had a very cooperative process in place with the current owners, Kinderhook, and we're excited that we're able to close the transaction at what we perceive to be a very fair and reasonable price. When it comes to overlap, it's very little. For the video relay service, which is the majority of the business, obviously, we're not in that business. There's absolutely no overlap at all. And what's unique about the on-site business, for example, there's no doubt that there are some clients that ZP provides on-site or community interpreting services for, but are not presenting or providing any spoken language support. So again, good synergy there. And the same would be said for video interpreting as well. One of the unique aspects of the ZP business is they have been able to be a partner to industry in helping them to support the hiring of the deaf and hard-of-hearing and to facilitate the communication with those individuals as employees. And again, something that LanguageLine has not been in that market. So again, absolutely no overlap. Thomas?

I have to give Scott here also some credit. You are quite too modest. I think the value of Specialized Services, as you heard before, is providing tailor-made solutions to highly specific demands that require really quite some special expertise. When TP acquired LanguageLine and Scott came on board, this was a fantastic job that he has done. And through his connections within LanguageLine, he knows for many, many years ZP. He knows the management team for many, many years and is a natural extension of existing business. So this is something that doesn't come out of the blue, but is based on years long of relationships and expertise and monitoring this market that address this very particular need. And as Scott said slightly, a mission-critical task for this community. And being able to build the Specialized Services, to your question, Suhasini, I think you've seen our quarterly numbers and the growth rate within Specialized Services. Our clear expectation is to continue on this growth path. And thereby, we expect that ZP will grow in line with our Specialized Services also going forward.

That's clear. But how -- what's the percentage of revenues at ZP, which is some government contracts, please? I'm not sure I got that, the previous question.

We haven't disclosed that number. So it's public information, which is provided to the SEC requirements. But as Scott said, so this is public record.

Our next question is from Sylvia Barker from JPM.

So just on clients. Sorry, I didn't quite capture obviously the question on public. But could you just kind of be clear around the main client groups who actually pay for the service. And any details around the split will be helpful. And then around the debt, what rate will you be paying on that EV? And when you talk about less than 2x, is that pre-leases, just to double check? And then around capital allocation, finally, would you still do a buyback on top of the acquisition next year? Or is that off the table for now?

Scott, do you want to go first regarding client base and what the clients being served?

Yes. So the bulk of the clientele is individual deaf and hard-of-hearing consumers. So many hundreds of thousands of them spread out across the United States that use this service on a daily basis. And they can use the service any way they want. They can use it from their home on a desktop computer. They can use it on the move, using a phone or a tablet of their choosing. When it comes to the institutions that are taking advantage of the on-site interpreting and the video remote interpreting, these would be the clients that you're used to hearing us talk about. These would be clients like health care institutions. Health care is probably the biggest part of the business. And then the enterprise clients that take advantage of these services as well. It would not be our practice to divulge very specific clients. But our clients are very much household names that you would certainly recognize.

Regarding your other questions. So on the future share buyback, the Board hasn't decided. But to give you an indication, we don't expect or we expect the transaction to be closed in the beginning of 2025, as some regulatory approvals are outstanding and necessary. But even if we would have done this acquisition this year, our leverage ratio will still be just around 2, a little bit over. So we're really well on track on that perspective. We don't expect a sort of any, let's say, changes on our credit rating. So we really believe on this conservative balanced structure, balance sheet structure, what I outlined earlier. Regarding the existing credit lines. So we have way sufficient credit lines available for us. Of course, we have to see how we will structure the debt going forward. But the existing credit lines will be on the cost of around 5% or less.

[Operator Instructions] Our next question is from Markus Schmitt of ODDO BHF SE.

Just 3 short questions for me, please. Firstly, could you disclose what the amount of debt is on the balance sheet of ZP? Then secondly, why is it actually necessary for you to utilize the credit lines? Because I think you were not -- you were most recently not short of cash on hand. And lastly, is there any intention to term out the usage of the facilities and issue a new bond later having in mind that you have a $750 million bond maturity next year, which could lead to a larger bond issue or maybe 2 tranches in H1 for refinancing and for terming out the acquisition. Maybe some comments here, please? That would be appreciated.

So I will ask for your understanding. As we just signed the term sheet today, so we have existing credit lines of well over $1 billion available at our disposals. And yes, of course, we're continuously optimizing our use of our debt and the refinancing of our bond structure. So we are working on this, and we will share with you the updates as soon as they're available. But it's well on our mind. And yes, of course, we will try to optimize our debt structure going forward. And yes, there will be of the refinancing of the bond. The exact timing is yet to be announced. So they are -- I would ask for your patience on that front. We will come back to you shortly, but there's no issue whatsoever on the financing. Yes, there is some debt on the balance sheet of ZP. But in the closing matters, this will be handled in the number that you see here. The $490 million is essentially cash and debt free now. So there's normalized working capital, but that's the enterprise value of the asset. Really, this is just customary. And yes, we're happy to share some more information going forward. Other questions?

We have no further questions in the queue. So I'd like to turn the call back over to Mr. Mackenbrock for any closing remarks.

I think we had recently beginning of the month, our quarterly presentation. And as you might remember, we deliberately said that Specialized Services is a key strategic pillar for the group. The announced acquisition today exactly addresses that strategy. We really believe on a value-enhancing development of our Specialized Services, and ZP provides an outstanding enhancement to our existing LanguageLine business. As Scott explained, there are numerous opportunities, and we are proud and honored that ZP joins now the TP family and the Specialized Services family and the LanguageLine family in particular. We believe we will be a good home for them and for their clients. We believe we -- we are proud to continue this super valuable services that is absolutely mission-critical in the lives of the deaf and hard-of-hearing community. And we believe that this, combination will provide long-term value for all shareholders and stakeholders involved, and we are proud to have their meaningful impact going forward. With this, I say good night, everyone. Speak to you soon, and looking forward to our next call. Take care.