AKKA Technologies: FY 2021 Results

Regulatory News:

AKKA Technologies (Paris:AKA) (BSE:AKA) (ISIN:FR0004180537):

2021 RESULTS SUMMARY

The AKKA Group’s Board of Directors met on March 9^th, 2022 and approved the financial statements for 2021. The business environment has continuously improved during the year, yielding into a solid recovery in profitability.

*The details of adjustments on the operating profit are provided in the Appendix

Q4 2021 REVENUE: GROWTH ACCELERATION IN THE LAST QUARTER

• AKKA recorded revenue of €412.0M in Q4 2021, up +10.0% compared to Q4 2020, or 7.7% on an organic basis. The recovery recorded since the beginning of the year continued and accelerated in the last quarter, especially in the most diversified and digital BUs. AKKA’s mobility sectors confirmed their continuous rebound, and Aeronautics sector shows clear sign of restart. AKKA’s diversification sectors continue their expansion, and most of them grew double-digit in the last quarter of the year compared to the same quarter in 2020.

• By BU:
  • In Q4 2021, France BU revenue increased by 20.9%, to €139.9M. The growth in this BU is fueled by a good momentum across sectors, but it benefited particularly from the noticeable restart in Aeronautics, which posted revenue increase of c. 80% compared to Q4 2020.
  • In Q4 2021 the German BU revenue increased by +5.0%, to €87.5M, showing first signs of business improvement despite December being impacted by a high sickness rate due to the COVID situation.
  • AKKA North America revenue declined by -8.8% in Q4 2021 or -12.4% organically, to €60.1M. This reduction in business results from the business repositioning strategy towards higher margin businesses.
  • The International BU Q4 2021 revenue increased by +8.9% or +7.9% on an organic basis, to €67.0M. This BU benefits from its diversification, as the business momentum remained strong in most of the countries and sectors, in line with previous quarters.
  • Data Respons revenue increased by 19.9% or 8.9% organically, to €57.6M. The Computer Solutions business recovered in Q4, with a positive growth, while the R&D business continued to grow double digit.

FY2021 REVENUE BY BU

• After a first quarter that was still pretty impacted by the downturn in demand, business recovery has been confirmed quarter after quarter, translated in a 3.3% revenue increase for the full year of 2021, to €1,553.4M, in line with expectations.

• The mobility sectors were flattish year on year as the restart in Aeronautics only materialized in the last quarter of the year. The traction in the non-mobility sectors has been strong, with a double-digit growth year on year.

• In FY 2021, AKKA’s French BU revenue increased by 3.0% to €502.7M, reflecting the steady improvement of business environment during the year across sectors, including Aeronautics in the last quarter. The German BU revenue decreased by -1.8%, to €342.8M, impacted by a slow start in 2021. The order book has been building up quarter after quarter but its conversion into revenue takes time to materialize. AKKA North America’s revenue decreased by -6.6% organically, to €239.0M as a result of the deliberate strategy to repositioning the business towards higher margin activities in the region. The International BU performance has been strong in FY 2021, delivering a +5.3% organic growth, to €260.8M, benefiting from a very balanced business mix. Data Respons growth was +3.7% (organic), posting revenue of €208.2M. While its computer solution business has been under pressure until the end of Q3, it has been offset by the strength of its digital R&D business.

FY2021 OPERATING PROFIT BACK TO POSITIVE TERRITORY, RECOVERY CONFIRMED

• AKKA’s operating profit strongly improved, from € (170.5) M in 2020 to €17.5M in 2021, thanks to the business improvement described above and bearing the fruits from the Group’s transformation. As a reminder, the Group publishes an Operating profit (adjusted) which underlines the performance from operations irrespective of some events that can occur during a specific year. The calculation of the Operating profit (adjusted) is provided in the Appendix.

• The adjustments for the full year of 2021 amount to €81.5M, and comprise mostly €58.0M of costs related to the implementation of the Group’s transformation program, residual COVID related expenses (€8.6M), the amortization of the intangibles arising from the allocation of Data Respons’ purchase price (€9.7M). These costs amounted to €190.0M in 2020.

• After taking into account these comparability adjustments, the Group’s adjusted operating profit was €99.1M in 2021, a figure multiplied by 5 compared to the €19.5M realized in 2020, which confirms the strong recovery. Sequentially, the adjusted profit increased from €40.5M in H1 2021 to €58.6M in H2 2021, a +44.7% growth. The margin rate (adjusted) stood at 7.5% in H2 2021, from 5.3% in H1 2021, and to 6.4% for the full year.

• All of the Group’s BUs were profitable in 2021, and some of them are already back to pre-COVID margin rate. Data Respons continues to deliver on the pre-acquisition expectations, with a margin in excess of 13%. All the others Business Units are showing continuous improvement, with a margin rate stronger in the second half of the year than in the first half.

• The financial result increased from € (27.4) M in 2020 to € (21.5) M in 2021, mainly impacted by positive FOREX impacts. The €6.1M tax expense in 2021 compares to a credit amount of €30.0M in 2020, in line with the recovery in profit. Therefore, the Group’s consolidated net loss was limited to € (11.4) M in 2021 compared to a net loss of € (168.8) M in 2020. Sequentially, the Group achieved a positive net profit of €18.1M in H2 2021, a strong improvement on the € (29.5) M loss in H1 2021.

A TIGHT CASH MANAGEMENT

• The protection of AKKA’s financial health that had been a key priority throughout the COVID crisis, continued in 2021. Therefore, and despite the restructuring costs related to the Group’s transformation, the Free Cash Flow was negative but limited to € (23.2) M in 2021, compared to €141.7M in 2020 when c. €150M of charges had been deferred.

• The cash position at year-end 2021 was €367.9M, compared €468.0M by year-end 2020, including the acquisition of the real estate business for c. €70M.

A SOLID BALANCE SHEET STRUCTURE

• AKKA’s balance sheet structure remains solid. Covenant net debt post IFRS16 stood at €512M, corresponding to a leverage of 3.24 times (net debt / EBITDA), well below covenants. This net debt position does not consider the €175M ODIRNANE bonds, which are accounted for in equity.

For more information on the definition and details of the calculation of the net debt, leverage and gearing, refer to the Appendix.

AKKA AND MODIS TO UNITE TO BUILD A GLOBAL SMART INDUSTRY LEADER

The first stage of the transaction announced on July 28^th, 2021 closed on February 23^rd as The Adecco Group announced that the acquisition of a controlling stake in AKKA Technologies had been completed through the purchase of all holdings from the Ricci family and SWILUX S.A., the fully-owned subsidiary of Compagnie Nationale à Portefeuille SA.

The Adecco Group intends to combine AKKA and Modis. Through this landmark step, the new business will generate around €4 billion of revenues and be the global number two in the ER&D services market with 50,000 engineers and digital experts.

The Adecco Group now owns 64.72 percent of the shares issued by AKKA Technologies. As a result, the Group will launch a Mandatory Tender Offer in Belgium and France for the remaining AKKA Technologies securities, at the same cash price of €49 per share, and €100,000 plus accrued interest per convertible bond. The Mandatory Tender Offer will be unconditional. AKKA Technologies security holders will thus have the option to tender their holdings, thus benefiting from an immediate access to liquidity. The publication of the offer document, the response memorandum of the Board of Directors of AKKA Technologies and further information on the acceptance procedure will follow in due course.

After the closing of the Mandatory Tender Offer, the Adecco Group intends to proceed to a simplified squeeze-out if the conditions for such a squeeze-out bid are met, with a view to acquiring all securities of AKKA Technologies as well as delisting its equity from Euronext Brussels and Euronext Paris. The Group expects such process to be completed by end H1 2022.

The offer price per share represents a premium of 99% to the share price of €24.60 on July 26^th, 2021, and a 108% premium over the last three months’ volume weighted average price.

The transaction consideration of €2.0 billion in Enterprise Value, reflects an offer price of €49 per share, or Equity Value of €1.5 billion for 100% of outstanding share capital, and accounts for AKKA’s net financial debt as of end June 2021². The agreed purchase price represents an EV/EBITDA multiple of 10.6x 2022e³.

AGREEMENTS SIGNED BETWEEN AKKA AND THE ADECCO GROUP

As part of the closing announcement on February 24^th, 2022, AKKA announced, as required by rules on related party transactions that the Board of Directors decided on February 23^rd, 2022 to approve the following agreements between the Company (or its subsidiaries) and The Adecco Group AG (“Adecco”) and its subsidiaries:

(i.) Intercompany Loan Agreement between Modis International AG, as ‘Lender’, and the Company, as ‘Borrower’;
(ii.) Cash Pooling Agreement between Adecco Liquidity Services AG, as ‘Pool Leader’, and the Company, as the ‘Participating Company’;
(iii.) Cash Pool Agreement between Adecco Liquidity Services AG, as ‘Pool Leader’, and AKKA Finance SRL, as the ‘Participating Company’;
(iv.) Trademark License Agreement between Adecco, as ‘Licensee’, and the Company, as ‘Licensor’;
(v.) Trademark License Agreement between Adecco, as ‘Licensor’, and the Company, as ‘Licensee’; and
(vi.) Synergies Allocation and Cooperation Agreement between Adecco and the Company.

Therefore, AKKA will cancel and prepay the bulk of its existing financial indebtedness, due inter alia to the change of control triggered by the Closing. In that context, Adecco has, via its subsidiary Modis International AG, entered into an Intercompany loan agreement with AKKA immediately following Closing to provide it with sufficient liquidity and to allow the Company to cancel and prepay part of its existing debt. The Intercompany Loan Agreement is entered into on arm’s length terms and allows the Company to make drawdowns for a period from the date of the Intercompany Loan Agreement up to and including 31 December 2022 for an aggregate amount not exceeding EUR 800,000,000. Each loan made under the Intercompany Loan Agreement will have an interest rate of 1.167% per annum, a term of two years with the ability to extend for renewable terms of two years and the possibility to prepay with five days prior notice.

TERMINATION OF THE LIQUIDITY CONTRACT

The company confirms that it has terminated the liquidity contract relating to the company's shares. The execution of this contract had already been suspended in the context of the mandatory takeover bid.

OUTLOOK

On the back of the current business momentum - and excluding any major deterioration to the current geopolitical environment, notably in Europe - AKKA currently expects revenue for the full-year of 2022 to grow mid to high single-digit.

All the Business Units are expected to contribute to Group’s growth and to achieve an operating margin rate (adjusted) close to the 2019 margin rate.

As the Group’s transformation has been finalized, the one-offs costs are expected to normalize to c. 1% of Group’s revenue.

The Free Cash Flow is expected to be negatively impacted in the first half of the year by the early repayment of c. €100M of social and fiscal charges that had been deferred.

AUDITORS REPORT

The statutory auditor, EY Réviseurs d’Entreprises SRL, has confirmed that their audit procedures, which are substantially complete, have not revealed material correction which would have to be made to the accounting information presented in the condensed income statement, condensed balance sheet and condensed cash flow statement included in appendix of this press release.

Upcoming events:

Q1 2022 revenue: Thursday, 5^th May 2022

Annual General Meeting: Tuesday, 21^st June 2022

H1 2022 results: Tuesday, 6^th September 2022

In case of discrepancies between the French and English versions of the press release, only the English version shall be deemed valid.

About AKKA

AKKA is a European leader in engineering consulting and R&D services. Our comprehensive portfolio of digital solutions combined with our expertise in engineering, uniquely positions us to support our clients by leveraging the power of connected data to accelerate innovation and drive the future of smart industry. AKKA accompanies leading industry players across a wide range of sectors throughout the life cycle of their products with cutting edge digital technologies (AI, ADAS, IoT, Big Data, robotics, embedded computing, machine learning, etc.) to help them rethink their products and business processes. Founded in 1984, AKKA has a strong entrepreneurial culture and a wide global footprint. Our 20,000 employees around the world are all passionate about technology and share the AKKA values of respect, courage and ambition. The Group recorded revenues of €1.5 billion in 2020. AKKA Technologies (AKA) is listed on Euronext Paris and Brussels – segment A – ISIN code: FR0004180537. AKKA is now part of The Adecco Group.

For more information, please visit: https://www.akka-technologies.com/

About the Adecco Group

The Adecco Group is the world’s leading talent advisory and solutions company. We believe in making the future work for everyone, and every day enable more than 3.5 million careers. We skill, develop and hire talent in around 60 countries, enabling organisations to embrace the future of work. As a Fortune Global 500 company, we lead by example, creating shared value that fuels economies and builds better societies. Our culture of inclusivity, entrepreneurship and teamwork empowers our 33,000 employees. The Group is headquartered in Zurich, Switzerland (ISIN: CH0012138605) and listed on the SIX Swiss Exchange (ADEN).

Further information to the holders of AKKA securities

The Adecco Group intends to file a formal notification of the Mandatory Tender Offer, which shall include a draft offer document, with the FSMA (the Belgian supervisory market authority) in the next few days (in accordance with article 5 of the Belgian Takeover Decree of 27 April 2007). The Board of Directors of AKKA Technologies will examine the offer document and will further explain its position towards the Mandatory Tender Offer in a Board memorandum of response. The offer document and the Board memorandum of response will be made available to the AKKA Technologies security holders on the websites of AKKA Technologies and the Adecco Group.

Disclaimer

This press release does not constitute or form a part of an offer or solicitation to acquire, purchase, subscribe for, sell or exchange the securities of AKKA Technologies in any jurisdiction.

The public tender offer will and can only be made on the basis of an offer document that will be approved by the FSMA. No steps will be taken to enable a public tender offer in any jurisdiction other than in Belgium and France. Any securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder. There may be no public offering of securities in the United States.

Neither this press release nor any other information relating to the matters contained herein may be published, broadcasted, disseminated or distributed, directly or indirectly, in any jurisdiction where a registration, qualification or any other legal or regulatory obligation or restriction is in force or would be with regard to the content hereof or thereof, including the United States of America, its territories and possessions. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations of such jurisdiction. Therefore, persons located in countries where this press release is published, broadcasted or distributed must inform themselves about and comply with such restrictions. Akka Technologies and its affiliated persons explicitly decline any liability for any failure of any person to comply with these restrictions.

Important notice about forward-looking information

Information in this press release may involve guidance, expectations, beliefs, plans, intentions or strategies regarding the future. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based on information available to AKKA as of the date of this release, and we assume no duty to update any such forward-looking statements. The forward-looking statements in this release are not guarantees of future performance and actual results could differ materially from our current expectations. Numerous factors could cause or contribute to such differences. Factors that could affect the company’s forward-looking statements include, among other things: global GDP trends and the demand for temporary work; the impact of the global outbreak of novel coronavirus disease (Covid-19); changes in regulation of temporary work; intense competition in the markets in which the company operates; integration of acquired companies; changes in the company’s ability to attract and retain qualified internal and external personnel or clients; the potential impact of disruptions related to IT; any adverse developments in existing commercial relationships, disputes or legal and tax proceedings.

CONFERENCE CALL

Nathalie Bühnemann, Chief Financial officer, and
Stéphanie Bia, Group Communications and Investor Relations Director,
are pleased to invite you to a conference call
on Thursday, March 10^th, 2022 at 18:30 PM (CET)
Click here to join the meeting

GLOSSARY

ECONOMIC GROWTH:
Growth at constant scope, exchange rate and number of working days.

ORGANIC GROWTH:
Growth at constant scope and exchange rate.

PRO FORMA CONSTANT GROWTH:
Organic growth based on proforma figures as if Data Respons had been consolidated from 1st January 2019.

COMPARABILITY ADJUSTMENTS:
Expenses and income related to significant acquisitions, reorganizations, litigations, transformation, amortization of intangibles identified as part of business combinations, stock options and free shares, costs related to COVID crisis.

OPERATING PROFIT ADJUSTED:
Operating profit increased by comparability adjustments.

OPERATING MARGIN ADJUSTED:
Rate of adjusted operating profit in proportion of Revenue.

EBITDA ADJUSTED:
Operating profit (adjusted) increased by net adjusted depreciation and provisions.

NET DEBT:
Financial liabilities reduced by Cash and cash equivalents. It does not include the ODIRNANE, equity accounted under IFRS (€175m first call in 2025).

NET DEBT FOR COVENANTS:
Net debt reduced by value of own shares at year-closing market price. It does not include the ODIRNANE, equity accounted under IFRS (€175m first call in 2025).

LEVERAGE:
Net debt divided by EBITDA adjusted.

GEARING:
Net debt divided by Shareholders’ equity.

FREE CASH FLOW:
Net cash flow from operating activities decreased by acquisitions of fixed assets and increased by disposal of fixed assets.

* Unless defined in this section, financial aggregates used in the current press-release are directly derived from the Group consolidated financial statements

APPENDIX

ALTERNATIVE PERFORMANCE MEASURES

Definition of alternative performance measures and reconciliation with IFRS

The Group uses alternative performance measures (APM) aimed to provide a broader view of the Group financial performance which is complementary to IFRS aggregates. These APM are not audited, and their calculations are based on both IFRS and non IFRS figures.

DETAIL OF CALCULATIONS

• OPERATING PROFIT (Adjusted)

• COMPARABILITY ADJUSTMENTS

• OPERATING PROFIT BY BU

¹The Operating Profit (Adjusted) results from the comparability adjustments for each BU with R&D tax credits allocated to the originating BU.

• EBITDA (Adjusted)

• NET DEBT

It does not include the ODIRNANE, equity accounted under IFRS (€175m first call in 2025).

• NET DEBT COVENANT

It does not include the ODIRNANE, equity accounted under IFRS (€175m first call in 2025).

• LEVERAGE

• GEARING COVENANT

• FREE CASH FLOW

CONDENSED INCOME STATEMENT

CONDENSED BALANCE SHEET

CONDENSED CASH FLOW STATEMENT

¹ Definition and calculation of all Alternative Performance Measures (APM) are provided in the Appendix
² Excluding the ODIRNANE, equity accounted under IFRS (€175 mn, first call in 2025).
³ Multiple based on consensus estimates.

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