c104334.htm - Prepared by Imprima
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of March 2011

Commission File Number: 001-14974

1-5, rue Jeanne d'Arc

92130 Issy-les-Moulineaux

France

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ý   Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1): o

Note: Regulation S-T Rule 101 (b) (1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): o

Note: Regulation S-T Rule 101 (b) (7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rule of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o    No ý

If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) : 82- ______

 


 

 

 

Exhibits

Exhibit 1   Press Release, “Fourth quarter 2010 revenues, Second Half and Full Year 2010 Results (unaudited)", dated February 28, 2011.

 

 


 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Technicolor

 

By: 

/s/ Aaron Ross

 

Name:

Aaron Ross

 Date: March 2, 2011

Title:

Corporate General Counsel

 

 

 



Exhibit 1

PRESS RELEASE

Strong revenue growth in Q4 2010 and
increase in Adjusted EBITDA margin in H2 2010


2011 is expected to show a stabilization in the Group’s performance as it
accelerates efforts to fuel sustainable growth in its digital businesses

Fourth quarter 2010 revenues,
Second Half and Full Year 2010 Results (unaudited)

Q4 2010 revenues of €1,155 million, up 21.4% vs. Q4 2009, with improved trends across all activities H2 2010 revenues of €2,075 million, up 16.9% vs. H2 2009

H2 2010 Adjusted EBITDA1 of €363 million, or 17.5% of revenues, an increase of 1.2 points vs. H2 2009

H2 2010 Group Free Cash Flow2 of €16 million after funding of growth-related capex and working capital


FY 2010 revenues of €3,574 million, down 1.2% vs. FY 2009

FY 2010 Adjusted EBITDA of €505 million, or 14.1% of revenues, up 0.3 point vs. 2009

FY 2010 net result of €(69) million, including items related to the completion of the debt restructuring and of the disposal program, as well as impairments

Net debt as per consolidated financial statements of €993 million at 31 December 2010, down €283 million vs. 30 June 2010


The Group’s objective is to achieve in 2011 slight revenue growth overall at constant rates.

Our focus in 2011 is to favor organic growth and innovation to ensure a solid foundation is laid for the coming years. Notwithstanding this focus, the Group’s objective is to be able to generate an Adjusted EBITDA in 2011 comparable or slightly up compared with the level achieved in 2010.





1 EBIT from continuing operations minus depreciation and amortization (including impairments charges), minus restructuring and minus other income and expenses. A detailed calculation of adjusted indicators is presented in appendix (page 26)

2 FCF from both continuing operations and discontinued operations (see footnotes 3, 5 and 6)




1




Paris (France), 28 February 2011  The Board of Directors of Technicolor (Euronext Paris: TCH; NYSE: TCH) met today to review the Group’s 2010 results.


Comment by Frederic Rose, CEO

“Our strong second half 2010 performance provide a good foundation for further organic growth, based on our strength in innovation and by taking advantage of technological disruption. Now that our restructuring phase is over, we will continue our investments in 2011 to ensure that Technicolor remains at the centre of the technological innovation in the migration of the media and entertainment industry to an all-digital world. Some of our choices are already starting to bear fruit, such as MediaNavi, our next generation digital home software solution and our continued expansion in digital production. In parallel, we will continue to focus on our operational performance and profitability to ensure that we drive profitable growth and increase our cash generation.”


Quarterly revenues and summary of consolidated 2010 results (unaudited)

All figures are preliminary and subject to final audit. The audit process is in progress.

As announced on 23 February 2010, the Group has decided to end the disposal process for PRN, which is now accounted as part of its continuing operations within Entertainment Services. All figures for 2010 and 2009 have been restated to allow same perimeter comparisons. Technicolor provides a comprehensive view of the impact of this change in consolidation perimeter in appendix (pages 20 and 21).



 

 

Q1 2010

Chg.

 

Q2 2010

Chg.

 

Q3 2010

Chg.

 

Q4 2010

Chg.

Group revenues from continuing operations

 

704

(24.8)%

 

795

(12.2)%

 

920

+11.6%

 

1,155

+21.4%

Change, at constant rates

 

(25.3)%

 

 

(16.2)% 

 

 

+5.8%

 

 

+14.8% 

 

o/w Technology

 

93

(0.2)%

 

95

(7.0)%

 

126

+27.7%

 

136

+40.2%

Change, at constant rates

 

(1.9)%

 

 

+1.2% 

 

 

+31.5%

 

 

+38.5% 

 

o/w Entertainment Services

 

326

(13.5)%

 

342

(3.8)%

 

433

+9.3%

 

596

+28.5%

Change, at constant rates

 

(13.1)%

 

 

(13.3)

 

 

+1.6%

 

 

+20.6

 

o/w Digital Delivery

 

283

(32.9)%

 

357

(14.3)%

 

360

+14.6%

 

423

+12.5%

Change, at constant rates

 

(34.0)%

 

 

(18.6)% 

 

 

+8.0%

 

 

+5.9% 

 





2




Technicolor is presenting, in addition to published results and with the aim to provide a more comparable view of the evolution of its operating performance vs. 2009, a set of adjusted indicators which exclude the following items as per the statement of operations of our consolidated financial statements:

Restructuring charges

Net impairment charges

Other income and expenses (other non-current items)


These adjustments, the reconciliation of which is presented in the appendix, amount to an impact on Group EBIT from continuing operations of €(196) million for 2010, compared with an impact of €(157) million for 2009.

The adjustment methodology is the same as the one used for the 2008 and 2009 results.



In € million

 

Second Half

 

Full Year

 

               

 

2009

2010

Change, reported

 

2009

2010

Change, reported

Group revenues from continuing operations Change, at constant rates

 

1,776

2,075

+16.9%

 

3,619

3,5474

(1.2)%

 

 

 

+10.6%

 

 

 

(5.4)%

 

Adjusted EBITDA from continuing operations as a % of revenues

 

289

363

+74

 

499

505

+6

 

 

16.3%

17.5%

+1.2.pts

 

13.8%

14.1%

+0.3 pt

Adjusted EBIT from continuing operations as a % of revenues

 

165

200

+35

 

256

234

(22)

 

 

9.3%

9.6%

+0.3 pt

 

7.1%

6.5%

+(0.6) pt

EBIT from continuing operations

 

94

15

(79)

 

99

38

(61)

Financial result

 

(58)

(96)

(38)

 

(68)

116

+184

Share of profit/(loss) from associates

 

0

0

 

0

0

Income Tax   2 16 +14   (35) 2 +37

Profit/(loss) from continuing operations

 

38

(65)

(103)

 

(4)

156

+160

Loss from discontinued operations

 

(55)

(100)

(45)

 

(338)

(225)

+113

Net income, Group share

 

(17)

(165)

(148)

 

(342)

(69)

+273

Operating Cash flow from continuing operations3

 

201

256

+55

 

281

304

+23

Group Free Cash FLow

 

177

16

(161)

 

(63)

(100)

(37)

Net financial debt as per financial statements          

2,174

993

(1,181)

Net financial debt a nominal value (non IFRs)          

2,174

1,191

(983)





3 Operating cash flow from continuing operations is defined as Adjusted EBITDA minus net capex and restructuring cash out




3




Summary of second half and full year 2010 financial indicators by segments (unaudited)

Technicolor presented at CES 2011 a new service platform named MediaNavi, simplifying and enhancing the media consumption experience, whilst aggregating operator, web and each customer's personal media. MediaNavi has been designed to run as an application for tablets and smartphones, supporting Android, WebOS, Windows7, MeeGo and iOS operating systems. It operates a set of web services in connection with not just Technicolor Set Top Boxes, but also third party Set Top Boxes and connected TVs. It is also underpinned by several patent families developed by Technicolor in these domains. The MediaNavi platform commercialization is therefore based on a technology licensing model.

Due to the close link with the Digital Home Products (set-top boxes and gateways) and Media Services activities of the Digital Delivery Group, MediaNavi was initially developed within that business. Given the chosen business model, validated by the first feedback provided by potential clients and partners, and the Group’s initiative in the later part of 2010 to set-up a technology licensing practice within the Technology business, MediaNavi was transferred accordingly from the Digital Delivery segment to the Technology segment.

Further details on the financial impacts of this change in reporting are disclosed in appendix.



 

 

 

Second Half

 

Full Year

In € million

 

2009

2010

Change at constant rates

 

2009

2010

Change at constant rates

Group revenues from continuing operations

 

1,776

2,075

+10.6%

 

3,619

3,574

(5.4)%

of which:

Technology

 

195

261

+35.0%

 

391

450

+17.3%

 

Entertainment Services

 

860

1,029

+11.8%

 

1,593

1,697

+0.8%

 

Digital Delivery

 

690

783

+6.9%

 

1,529

1,423

(11.3)%

Adjusted EBITDA from continuing operations

 

289

363

 

 

499

505

 

as a % of revenues

 

16.3%

17.5%

 

 

13.8%

14.1%

 

of which:

Technology

 

139

201

 

 

276

327

 

 

as a % of revenues

 

71.5%

77.0%

 

 

70.7%

72.7%

 

 

Entertainment Services

 

154

157

 

 

219

217

 

 

as a % of revenues

 

18.0%

15.3%

 

 

13.8%

12.8%

 

 

Digital Delivery

 

60

45

 

 

123

55

 

 

as a % of revenues

 

8.8%

5.7%

 

 

8.1%

3.9%

 

Adjusted EBIT from continuing operations

 

165

200

 

 

256

234

 

as a % of revenues

 

9.3%

9.6%

 

 

7.1%

6.5%

 

of which:

Technology

 

129

195

 

 

258

315

 

 

as a % of revenues

 

66.3%

74.5%

 

 

66.1%

70.0%

 

 

Entertainment Services

 

69

42

 

 

74

35

 

 

as a % of revenues

 

8.0%

4.1%

 

 

4.6%

2.1%

 

 

Digital Delivery

 

26

5

 

 

36

(20)

 

 

as a % of revenues

 

3.8%

0.7%

 

 

2.4%

(1.4)%

 



4




Key highlights


Solid revenue trend in Q4 and H2 2010

In the fourth quarter of 2010, Group revenues from continuing operations amounted to €1,155 million, up 21.4% at current currency compared with the fourth quarter of 2009 (+14.8% at constant currency).

o

Technology revenues were up 40.2% YoY4 (+38.5% at constant currency), with Licensing activities benefiting from the continuing growth in worldwide consumer electronic products shipments.

o

Entertainment Services revenues were up 28.5% YoY (+20.6% at constant currency), reflecting stronger market positions and improved market conditions in Creation Services, DVD Services and Digital Cinema distribution.

o

Digital Delivery revenues increased by 12.5% YoY (+5.9% at constant currency), reflecting solid growth in Digital Home Products volumes and Media Services activities.


Significant customer wins and product launches

o

In the fourth quarter of 2010, Technicolor won several new customers such as Relativity Media for services including production, post production, release printing and distribution for theatrical and subsequent windows, and Telefónica O2 UK for its broadband advanced gateway.

o

The Group expanded its offering with a set of new products and services including its MediAffinity digital library management platform, 3D certification program and new products for the digital home ranging from DSL to ultra broadband business gateways.

o

Technicolor also unveiled a set of organic innovations at the Consumer Electronics Show in January 2011, including its MediaNavi multi-screen content platform, which will go under trial with broadband operator Talk Talk in the UK, and its MediaEncore next generation media gateway, picked by Light Reading as a Top 10 "Cool Things" seen at this year's show.


In the second half of 2010, Group revenues from continuing operations amounted to €2,075 million, up 16.9% compared with the second half of 2009 (+10.6% at constant currency).

In line with the company’s guidance provided on 29 July 2010, revenues from continuing operations increased by 18.2% at current currency (+12.0% at constant currency) excluding the contribution from PRN.


Improvement in Adjusted EBITDA in H2 2010

Adjusted EBITDA from continuing operations amounted to €363 million in the second half of 2010, or 17.5% of revenues, an increase of 1.2 points compared with the second half of 2009.

o

Technology Adjusted EBITDA margin raised by 5.5 points to 77.0% of sales, driven by higher revenues and ongoing cost optimization.





4 Year-over-year

5



-

Entertainment Services Adjusted EBITDA was slightly up at €157 million, a decrease of 2.7 points compared with the second half of 2009. The DVD Services margin decreased due to higher than expected customer orders in the fourth quarter of 2010, which led to an increase in the level of replication volume subcontracted to third parties and higher distribution costs. In addition, the DVD Services margin was negatively impacted by non-recurring transition and on-boarding costs for the Warner Bros. agreement. Creation Services margins continued to improve and Theatrical Services Adjusted EBITDA was stable despite the revenue drop.

-

Digital Delivery Adjusted EBITDA margin partly recovered in the second half of the year following a significant drop in the first half, but was 3.1 points below the second half of 2009 level. The decrease reflected a less favorable overall mix year-over-year within Connect, ramp up development costs of new contracts as well as significant investments in major new growth initiatives which were unveiled at CES 2011.


Excluding the contribution from PRN, the Adjusted EBITDA margin from continuing operations improved by 1.0 point, in line with the company’s guidance provided on 29 July 2010.


Net income in H2 2010 impacted by impairments and disposals

In the second half of 2010, Adjusted EBIT from continuing operations amounted to €200 million compared with €165 million in the second half of 2009, an increase in margin of 0.3 point despite higher Depreciation & Amortization.

EBIT from continuing operations amounted to €15 million in the second half of 2010, mainly due to goodwill impairment and restructuring charges:

 

-

The Group recorded impairment charges for an amount of €183 million (€49 million in the second half of 2009). Goodwill impairment charges amounted to €161 million in the second half of 2010, including a charge of €58 million on Entertainment Services essentially resulting from the decision taken by the Group to scale down its photochemical film replication capacities, and a charge of €103 million on Digital Delivery, reflecting in particular the impact on profitability of the Group’s commercial difficulties encountered in relation with its financial restructuring. Net asset write-offs (excluding goodwill) amounted to €22 million in the second half of 2010, mainly related to photochemical film activities.

-

Restructuring charges for the second half of 2010 amounted to €26 million (€38 million in the second half of 2009), largely related to the photochemical film business.

In the second half of 2010, the financial result of the Group amounted to €;(96) million, including net interest charges of €(98) million.

Net result from continuing operations amounted to €(65) million in the second half of 2010.

Net result from discontinued operations amounted to €(100) million in the second half of 2010, resulting mainly from an EBIT loss of €79 million for the former Grass Valley perimeter, including €74 million of capital losses resulting from the disposal of the Broadcast and Transmission businesses.

Net result (Group share) amounted to a loss of €165 million in the second half of 2010.

6



Increase in Operating Cash Flow from continuing operations in H2 2010

Operating cash flow from continuing activities amounted to €256 million in the second half of 2010, or 12.3% of sales, a YoY increase of 1.0 point. This increase resulted from the higher Adjusted EBITDA and lower restructuring cash outflow, partially offset by higher capex.

-

In the second half of 2010, cash outflow for net capital expenditures amounted to €89 million, a €38 million YoY increase essentially driven by investments in Blu-ray ™ replication lines in relation with the Warner Bros. agreement and expansion of VFX and animation infrastructure.

-

Cash outflow related to restructuring amounted to €18 million, €20 million lower than in the second half of 2009.


Positive Free Cash Flow in H2 2010

Free Cash Flow from continuing operations5 amounted to €51 million in the second half of 2010.

-

Free Cash Flow from continuing operations was impacted by a €99 million increase in working capital and other assets and liabilities requirements in the second half of 2010, reflecting the growth in volumes and revenues recorded by Entertainment Services and Digital Delivery in the second half of the year.

-

Cash financial charges amounted to €80 million.

-

Other cash charges, mainly related to tax and pensions, amounted to €26 million.

 

Free Cash Flow from continuing operations was €161 million lower compared with the second half of 2009, mainly due to the increase in working capital and the higher cash financial charges, partly offset by the improvement in operating cash flow in the second half of 2010. In the second half of 2009, Free Cash Flow from continuing operations benefited from a €96 million decrease in working capital and other assets and liabilities in the context of significant revenue decline over the period.

Free Cash Flow from discontinued operations6 amounted to €(35) million in the second half of 2010 compared with €(35) million in the second half of 2009, representing essentially the operating losses and cash restructuring charges related to the Grass Valley businesses.

Group Free Cash Flow was positive in the second half of 2010 at €16 million, notwithstanding the higher levels of investments and the strong increase in working capital within continuing operations, as well as the cash consumption of Grass Valley businesses.


Cash position and financial debt

Gross debt as per consolidated financial statements amounted to €1,325 million on 31 December 2010, a decrease of €367 million compared with 30 June 2010:

-

Repayment of the totality of the Group’s DPN for an amount of €261 million

-

Debt reimbursement for €30 million

Other for €76 million, mainly reflecting a positive forex impact on the Group’s debt denominated in US dollar

The Group’s cash position amounted to €332 million at 31 December 2010, compared with €416 million at 30 June 2010. The change in cash position resulted from:

-

Positive Group Free Cash Flow of €16 million





5 Operating cash flow from continuing operations minus change in working capital and other assets and liabilities, tax, financial and non current cash out

6Operating cash flow from discontinued operations minus change in working capital and other assets and liabilities, tax, financial and non current cash out

7


-

Remaining cash out on debt restructuring fees for €22 million

-

Debt reimbursement for €30 million

-

Other cash outflows for €37 million, mainly related to the treasury transferred as per the terms of the Grass Valley Broadcast disposal and to a cash outflow of €6 million related to the DPN repayment

-

Negative Forex impact of €11 million

Net debt as per consolidated financial statements amounted to €993 million on 31 December 2010 compared with €1,276 million at 30 June 2010.

Net debt at nominal value (non IFRS) amounted to €1,191 million on 31 December 2010 compared with €1,506 million at 30 June 2010.


Financial covenants

 

On 31 December 2010, the Group met its financial covenants.

 

 

 Covenant*

 Actual on 31 December 2010

  Interest cover:                    EBITDA/Financial Interests above 2.80x

 3.73 x

  Leverage:                         Net debt/EBITDA below 3.20x

 2.09 x

  Capital expenditure:            Net capex below €190 million

€171 million

* For the calculation of covenants, the definition of EBITDA as per the credit agreements is the same as the definition of Adjusted EBITDA detailed in appendix on page 26, except for some perimeter differences (mainly PRN)

 

Full year 2010 results

In 2010, Group revenues from continuing operations amounted to €3,574 million, down 1.2% YoY (down 5.4% at constant currency). Excluding the retail telephony business, from which the Group exited at the end of 2009, revenues increased by 1.5% in 2010 (down by 2.8% at constant currency), with revenue growth in the second half almost fully offsetting the first half revenue drop.

Adjusted EBITDA from continuing operations reached €505 million in 2010 compared with €499 million in 2009. Following the decrease in the first half of 2010, the Group showed an improvement in Adjusted EBITDA in the second half driven by the increase in revenues and tight cost control, notwithstanding the decision to maintain investments in R&D and sales to drive growth in its key activities.

For the full year of 2010, Group net result from continuing operations came to a profit of €156 million, including:

-

a net gain of €246 million mainly related to the debt restructuring;

-

goodwill and fixed asset impairment charges for €(183) million, essentially related to photochemical film activities and to Digital Delivery;

-

a foreign exchange loss of €(55) million resulting mainly from the revaluation of debt denominated in US dollar;

-

a deferred tax income of €32 million mainly related to the recognition of the remaining unrecognized French tax losses carried forward.

8


For the full year 2010, Group share of net result amounted to a loss of €(69) million, including a loss on discontinued operations of €(225) million.

In 2010, the Group’s cash position decreased by €237 million, resulting from negative Free Cash Flow of €(100) million, €(76) million related to the costs of the Group’s balance sheet restructuring, €(49) million related to cash repayment of debt net of disposal proceeds, €(41) million impact of disposals, and other including positive forex impact of €29 million.


Dividend

 

The Board proposes no dividend for the fiscal year 2010.

Priorities and objectives for 2011

 

Based on our commercial and technological achievements in the second half of 2010, the Group intends to accelerate organic investments in 2011 in the following areas:

Technology Licensing – MediaNavi – following a successful service introduction at CES and the announcement of a trial with TalkTalk in the UK, we are engaged in discussions with a number of additional customers and partners. In this context, we expect to accelerate our related research investments in 2011.

Digital Home – We have recently been awarded our first material order from a tier 1 European operator for a next generation set-top box based on our new software platform. Additional customers are also expected in 2011. The Group has therefore accelerated its software development investments to ensure that it is able to deliver material volumes in 2012. We also expect to announce in 2011 our first customer for the MediaEncore solution (integrated access gateway and media server).

Digital Production – Given the strength of the market and our fast and profitable growth in this business, we intend to accelerate investments in 2011 to both increase capacity and develop new software with the objective to more than double turnover by 2013. Additional physical expansions will occur principally in London, Vancouver, New York and Bangalore.

Digital Cinema – Building on our over 60% market share in North American Digital Cinema distribution and the accelerated migration of screens to digital, the Group will accelerate investments to expand our satellite network with a view to reach over 1,500 sites by end 2012.

 

In parallel, we will continue to manage our operational performance and cost structure in 2011. The Group will focus specifically on photochemical film rationalization, operational performance and quality, particularly in Connect and DVD services, and continued efforts on cost improvements and cash generation.

 

The Group’s objective is to achieve in 2011 slight revenue growth overall at constant rates. More specifically, we expect Entertainment Services and Digital Delivery to grow faster than the market. With regard to Licensing, following a very strong 2010 performance and given our exposure to the global consumer electronics market, we expect a small decline in revenue in 2011 linked to global consumer electronics volumes.

9


 

 

Our focus in 2011 is to favor organic growth and innovation to ensure a solid foundation is laid for the coming years. Notwithstanding this focus, the Group’s objective is to be able to generate an Adjusted EBITDA in 2011 comparable or slightly up compared with the level achieved in 2010.


Technicolor intends to voluntarily delist its shares from the NYSE and deregister with the SEC

 

Technicolor intends to apply for the voluntary delisting of its American Depositary Shares (ADSs) from the New York Stock Exchange (NYSE) and voluntarily terminate the registration of its securities under the U.S. Securities Exchange Act of 1934. Technicolor expects to file its Form 25 with the NYSE and with the SEC to delist its ADSs on or about March 11, 2011. The delisting will become effective at the close of trading on March 21, 2011, and the ADSs will trade in the OTC market beginning March 22, 2011. Technicolor expects to file its Form 15-F to deregister with the SEC on or about March 22, 2011, and its deregistration is expected to become effective 90 days thereafter.

 

Technicolor’s rationale for delisting and deregistration is based on the following:

The primary market for Technicolor's shares is the NYSE Euronext, where the average trading volume has accounted for more than 99% of Technicolor's worldwide trading volume over the last three years;

Technicolor's ADS trading volume has declined over the past three years and has accounted for approximately 0.5% of the total volume of shares traded over the last year (adjusted to reflect Technicolor's June 2010 ten-for-one reverse share split);

Technicolor is continuously seeking to optimize its operating costs. Following its delisting and deregistration, Technicolor will maintain its American Depositary Receipt (ADR) program as a "level one" program to enable investors to retain their ADRs, which they may trade in the U.S. over-the- counter market. The delisting and deregistration will have no impact on Technicolor's primary listing of its ordinary shares on NYSE Euronext.

 

Technicolor will continue to publish English language financial reports, financial statements, press releases and shareholder information, which will be available on its website (www.technicolor.com) in accordance with Rule 12g3-2(b) under the U.S. Securities Exchange Act of 1934.

 

Technicolor considers that U.S. investors are an important part of its investor base and will maintain its relationship with them, as well as maintaining and continuing to develop its business operations in the United States. The Company will continue to provide a high standard of corporate governance, information and disclosure for all investors, including those in the United States, and intends to maintain high standards of financial reporting discipline and to capitalize on the work undertaken to comply with the Sarbanes Oxley Act embedding internal controls within operational management, by keeping an annual program to monitor the quality of its internal control going forward.

10

Fourth quarter and second half 2010 business review

 

 

Technology

In the fourth quarter of 2010, Technology revenues were up 40.2% at current currency and up 38.5% at constant currency compared with the fourth quarter of 2009.

In the fourth quarter of 2010, Research & Innovation contributed organic 3D innovation into the technology underpinning the Technicolor Certifi3D 3D certification service launched at the end of 2010 and demonstrated at CES in January 2011. Also at CES, enabling technologies from Research & Innovation figured in new product and services showcased around the Digital Home.

In the fourth quarter 2010, Licensing activities benefited from a strong increase in revenues from MPEGLA and from the sustained performance of the other licensing programs, driven by continuing growth in worldwide consumer electronic products shipments. The company has also launched litigations against Chimei, Qisda and Au Optronics in the US for infringement of its LCD monitor patents following lengthy unfruitful negotiations.

Technicolor presented at CES 2011 a new service platform named MediaNavi, simplifying and enhancing the media consumption experience, whilst aggregating operator, web and each customer's personal media. MediaNavi has been designed to run as an application for tablets and smartphones, supporting Android, WebOS, Windows7, MeeGo and iOS operating systems. It operates a set of web services in connection with not just Technicolor Set Top Boxes, but also third party Set Top Boxes and connected TVs. It is also underpinned by several patent families developed by Technicolor in these domains. The MediaNavi platform commercialization is therefore based on a technology licensing model.

Due to the close link with the Digital Home Products (set-top boxes and gateways) and Media Services activities of the Digital Delivery Group, MediaNavi was initially developed within that business. Given the chosen business model, validated by the first feedback provided by potential clients and partners, and the Group’s initiative in the later part of 2010 to set-up a technology licensing practice within the Technology business, MediaNavi was transferred accordingly from the Digital Delivery segment to the Technology segment. Further details on the financial impacts of this change in reporting are disclosed in appendix.

Technicolor announced early January a partnership with TalkTalk, a leading UK broadband provider, to trial MediaNavi on tablets as a personalized and enriched second screen video experience. In further collaboration, the two companies are working together on the future integration of MediaNavi into TalkTalk’s set-top-boxes.

 

11


 

In the second half of 2010, Technology revenues were up 33.9% at current currency and up 35.0% at constant currency compared with the same period of 2009. Adjusted EBITDA margin in the second half of 2010 for the Technology business was up 5.5 points of revenue, mainly resulting from the increase in Licensing revenues and from continuing optimization in patent prosecution, filing and annuities costs.

Technology financial indicators

In € million

 

4Q 2009

4Q 2009

 

2H 2009

2H 2010

Revenues

 

97

136

 

195

261

Change, as reported (%)

 

 

 +40.2%

 

 

 +33.9%

Change at constant currency (%)

 

 

+38.5%

 

 

+35.0%

Of which Licensing revenues

 

96

135

 

194

260

Change, as reported (%)

 

 

+40.3%

 

 

+34.0%

Change at constant currency (%)

 

 

+38.6%

 

 

+35.1%

Adjusted EBITDA

 

 

 

 

139

201

Change, as reported (%)

 

 

 

 

 

+44.2%

Adjusted EBITDA margin (%)

 

 

 

 

71.5%

77.0%

EBIT

 

 

 

 

103

199

EBIT margin (%)

 

 

 

 

52.9%

76.0%

Adjusted EBIT

 

 

 

 

129

195

Adjusted EBIT margin (%)

 

 

 

 

66.3%

74.5%

 

12


Entertainment Services

As indicated above, the PRN (Premier Retail Networks) business, previously accounted as part of discontinued operations, is now accounted as part of continuing operations. Further details on the financial impacts of this change in consolidation are disclosed in appendix (pages 20 and 21).

In the fourth quarter of 2010, Entertainment Services revenues were up 28.5% at current currency and up 20.6% at constant currency compared with the fourth quarter of 2009. Creation Services benefited from strong levels of activity resulting from market share gains, increased digital production capacities and improved market conditions in postproduction. The acceleration in Digital Cinema installation of theaters in the US and Europe weighed significantly on photochemical film volumes, but continued to strongly benefit our Digital Cinema distribution business. DVD Services benefited from a notable acceleration in Blu-ray™ growth and recorded very strong volume increase overall, mainly due to the Warner Bros. agreement and to higher-than-expected orders from other existing and new customers. PRN recorded a strong increase in overall advertizing sales to other customers and by the addition of two new retail clients in the course of the year. PRN revenues were however lower in the second half of 2010 compared with the second half of 2009 due to a change in the scope of the relationship with Walmart as per the contract renewal at the end of 2009.

In the second half of 2010, Entertainment Services revenues were up 19.7% at current currency and up 11.8% at constant currency compared with the second half of 2009. Entertainment Services Adjusted EBITDA was slightly up at €157 million, a decrease of 2.7 points compared with the second half of 2009. The DVD Services margin decreased due to higher than expected customer orders in the fourth quarter of 2010, which led to an increase in the level of replication volume subcontracted to third parties and higher distribution costs. In addition, the DVD Services margin was negatively impacted by non-recurring transition and on-boarding costs for the Warner Bros. agreement. Creation Services margins continued to improve and Theatrical Services margin was stable despite the revenue drop.

Entertainment Services financial indicators 

In € million

 

4Q 2009

4Q 2010

 

2H 2009

2H 2010

Revenues

 

464

596

 

860

1,029

Change, as reported (%)

 

 

 +28.5%

 

 

 +19.7%

Change at constant currency (%)

 

 

+20.6%

 

 

+11.8%

Adjusted EBITDA

 

 

 

 

154

157

Change, as reported (%)

 

 

 

 

 

+1.6%

Adjusted EBITDA margin (%)

 

 

 

 

18.0%

15.3%

EBIT

 

 

 

 

21

(49)

EBIT margin (%)

 

 

 

 

2.5%

(4.7)%

Adjusted EBIT

 

 

 

 

69

42

Adjusted EBIT margin (%)

 

 

 

 

8.0%

4.1%

 

13


Creation and Theatrical Services

Creation Services

Creation Services posted strong revenue growth in the fourth quarter of 2010 compared with the fourth quarter of 2009.

o

Digital Production activities continued to grow at a fast pace during the fourth quarter of 2010, mainly as a result of market share gains in visual effects (VFX) for commercials, in an improved advertizing market environment. VFX for Film continued to perform well, with the launch during the quarter of new projects including Pirates of the Caribbean 4 Harry Potter 8 and X-Men 4 Animation activities also continued to deliver a solid performance during the quarter, with continued work on Nickelodeon’s TV series Penguins of Madagascar, Kung Fu Panda and Fanboy.

o

Postproduction revenues increased in the fourth quarter of 2010 compared with the fourth quarter of 2009, mainly driven by favorable market trends for TV broadcast in Canada, the United States and the UK.

Theatrical Services

Revenues from Theatrical Services decreased in the fourth quarter of 2010 compared with the fourth quarter of 2009.

o

Digital Cinema distribution activities recorded a strong increase in revenue in the fourth quarter of 2010, reflecting the continued growth in digital screen penetration in the US and in Europe.

o

Photochemical Film footage declined by 27% in the fourth quarter of 2010 compared to the fourth quarter of 2009, driven primarily by the acceleration in Digital Cinema installation of theaters, particularly in North America where Digital Cinema accounts for approximately 36% of screens as of the end of 2010. In addition, Technicolor terminated its film printing contract with Universal Studios in the fourth quarter 2010. Consequently, Theatrical Services recorded lower revenues compared with the fourth quarter of 2009. The Group is continuing to align its cost structure with lower revenues. As a result of these continuing efforts and of an improved volume mix, Adjusted EBITDA of Theatrical Services was flat for the fourth quarter of 2010 compared to the fourth quarter of 2009.

o

Following the comments made in the Q3 2010 revenues press release in relation with the Group’s plans in the photochemical film business, Technicolor is exiting its North Hollywood location upon completion of its lease in 2011 and is focusing North America release printing in Mirabel (Canada). Technicolor will maintain, however, a Los Angeles lab presence to provide required front-end, pre- release and limited release printing capabilities, consistent with market volume requirements in the context of increasing Digital Cinema conversion. The Group has also announced plans to downsize its European film lab operations as a result of growing Digital Cinema penetration in these markets.

 

14

Photochemical Film footage            
    Q4 2009 Q4 2010   H2 2009 H2 2010
Film footage (bn feet)   1.1 0.8   2.0 1.5
Change (%)      (27)%      (24)%

PRN

Premier Retail Networks (PRN) provides digital place-based media services that enable retailers, marketers and in-venue owners to reach consumers in more than 8,500 locations in the United States and Mexico. PRN works with leading retailers, advertisers, content and technology companies to create and deliver place-based media that engages, informs and motivates consumers where they shop.

PRN’s customers include SuperValu, Sam’s Club, Walmart, Costco and Target retail locations

PRN’s competitors include CBS Outernet, Captivate and Reach Media Group

PRN revenue were lower in the second half and for the full year 2010 compared with 2009 due to a change in the scope of the relationship with Walmart which occurred when the long term agreement with this key customer was renewed at the end of 2009. The impact of this change in business model with Walmart on revenues was partly offset by a strong increase in overall advertizing sales to other customers and by the addition of two new retail clients in the course of the year.

DVD Services

In the fourth quarter 2010, combined DVD and Blu-ray™ volumes increased by 54%, due to the start of the Warner Bros. agreement in August and strong growth in Blu-ray™ volumes.

Even excluding the Warner Bros. volumes impact, Technicolor volumes increased in the mid-single digit range in the fourth quarter 2010 compared with 2009. The Group benefited from continuing improvements in consumer DVD purchasing and from the acceleration in Blu-ray™ growth driven by increased household penetration of Blu-ray™ players and by growing Blu-ray™ catalog business. During the fourth quarter, the DVD Services business won several new contracts from existing and new customers, including for 3D Blu-ray™.

15


DVD volumes

    Q4 2009 Q4 2010   H2 2009 H2 2010
DVD volumes (million units)   341 524   622 866
Change (%)     +54%     +39%
       o/w SD DVD (Standard Definition)   289 441   531 733
       Change (%)     +54%     +38%
       o/w Blu-ray™   21 47   36 73
       Change (%)     +121%     +105%
       o/w Games and Kiosk   31 36   55 60
       Change (%)     +15%     +9%

Digital Delivery

Digital Delivery revenues increased 12.5% at current currency and 5.9% at constant currency in the fourth quarter of 2010 compared with the fourth quarter of 2009, reflecting strong growth in Digital Home Product volumes and Media Services activities. In the second half of 2010, Digital Delivery revenues rose 13.4% at current currency and 6.9% at constant currency compared with the same period of 2009.

Digital Delivery Adjusted EBITDA margin partly recovered in the second half of the year following a significant drop in the first half, but was 3.1 points below the second half of 2009 level. The decrease reflected a less favorable overall mix year-over-year within Connect, ramp up development costs of new contracts as well as significant investments in major new growth initiatives which were unveiled at CES 2011.

Digital Delivery financial indicators

As mentioned above, MediaNavi revenues and associated costs are now excluded from Digital Delivery and are reported within Technology. Further details on the financial impacts of this change in reporting are disclosed in appendix.

In € million   Q4 2009* Q4 2010*   H2 2009* H2 2010*
Revenues   376 423   690 783
Change, as reported (%)     +12.5%     +13.4%
Change, at constant currency (%)     +5.9%     +6.9%
Adjusted EBITDA         60 45
Change, as reported (%)           (25.8)%
Adjusted EBITDA margin (%)         8.8% 5.7%
EBIT         22 (91)
EBIT margin (%)         3.1% (11.7)%
 Adjusted EBIT         26 5
Adjusted EBIT margin (%)         3.8% 0.7%
* excluding MediaNavi, now reported within Technology            

16


Connect

In the fourth quarter of 2010, Connect activities recorded stronger revenues compared with the same period of 2009, principally driven by increased shipments of Digital Home Products, particularly Cable and Satellite set-top boxes, as well as broadband Telecom gateways, partially offset by a less favorable overall mix year-over-year.

In Satellite, growth in set-top box volumes was strong and mix improved compared with the same period in 2009, in line with the trend experienced in the third quarter of 2010, mainly as a result of increased shipments of higher-end products such as HD-PVRs to a key customer in North America, and stronger deliveries to other customers based in Europe and in South America.

In Cable, volumes increased significantly year-over-year, primarily driven by higher deliveries of digital-to-analog adapters to a key customer in North America, as well as continued growth in shipments of cable modems, especially in South America. Cable product mix was nevertheless less favorable than in the same period in 2009.

In Telecom, volumes were slightly up year-over-year, with strong growth in shipments of broadband gateways but lower deliveries of IP set-top boxes and basic DSL modems.

Technicolor has introduced at CES 2011 its next generation digital home platform, MediaEncore, which seamlessly integrates home gateway, personal home storage, and set-top box functions, serving video and services to all home devices. MediaEncore relies on a common digital home software foundation that is being developed across all divisions' products to address the deployment of next generation services in the home. It also leverages the ‘Connect excellence’ program that is being expanded to all Digital Delivery’s products and services in order to guarantee the highest level of quality and processes efficiency when delivering integrated hardware and software platforms. The Group has also integrated the MediaNavi muti-screen content platform across its portfolio of Digital Home Products to simplify and enhance the user experience and increase content consumption in the digital home environment.

Digital Home Products Indicators

KPIs   Q4 2009 Q4 2010   H2 2009 H2 2010
Cable (m)   1.7 2.3   2.9 4.4
Satellite (m)    2.0 2.6   3.7 4.7
Telecom (m)    2.6 2.7   5.0 5.0
Total Digital Home Products (m)   6.4 7.6   11.6 14.1
Change     +19%     +22%

Digital Content Delivery Services

In the fourth quarter of 2010, revenues from Digital Content Delivery Services activities rebounded strongly compared with the same period in 2009, driven by a continuing recovery in Media Services,

17


reflecting market share gains and an improvement in the overall market environment, and despite slightly lower revenues from Broadcast Services year-over-year.

Media Services revenues primarily benefited from increased volumes for Compression & Authoring and Localization (dubbing and subtitling) services, reflecting a pickup in demand and customer wins, while tape duplication and other digital services recorded broadly stable revenues compared with 2009. In the fourth quarter of 2010, Technicolor launched its 3D certification program, Certifi3D, an advanced 3D analysis software tool that was developed by the Group’s Research & Innovation team and that is geared towards broadcasters and network service providers with the goal of delivering quality and comfortable 3D experiences to end consumers.

Broadcast Services revenues were slightly lower year-over-year. Market conditions were stable in the quarter, with a continuing migration of TV broadcast networks to High Definition, as reflected by the launch of four new HD channels for key customers in the UK.

Other continuing operations

Adjusted EBITDA for the “Other” segment amounted to €(40) million in the second half of 2010 compared with €(65) million in the second half of 2009, resulting from an improvement in the level of unallocated corporate costs, driven by cost-saving actions, one-off costs in 2009 not recurring in 2010 and the exit of the retail telephony business in 2009.

 

An analyst conference call hosted by Frederic Rose, CEO and Stephane Rougeot, CFO will be held on Tuesday 1 March 2011 at 15:00 CET. The presentation document will be made available on the Technicolor website prior to the call.

Financial Calendar

Q1 2011 Revenues 28 April 2011
H1 2011 Results 28 July 2011
Q3 2011 Revenues 27 October 2011

 



Technicolor is a company listed on NYSE Euronext Paris and NYSE stock exchanges, and this press release contains certain statements that constitute "forward-looking statements" within the meaning of the "safe harbor" of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the future results expressed, forecasted or implied by such forward-looking statements. For a more complete list and description of such risks and uncertainties, refer to Technicolor’s filings with the U.S. Securities and Exchange Commission and its filings with the French Autorité des marchés financiers.

***

18




About Technicolor

Technicolor is home to industry-leading creative and technology professionals committed to the creation, management and delivery of entertainment content to consumers around the world. Propelled by a culture of innovation and underpinned by a dedicated research organization, the company’s thriving licensing business possesses an extensive intellectual property portfolio focused on imaging and sound technologies. Serving motion picture, television, and other media clients, the company is a leading provider of high-end visual effects, animation, and postproduction services. In support of network service providers and broadcasters globally, Technicolor ranks among the worlds’ leading suppliers of digital content delivery services and home access devices, including set-top boxes and gateways. The company also remains a large physical media service provider, being one of the world’s largest film processors and independent manufacturers and distributors of DVDs and Blu-ray™ discs.

Euronext Paris: TCH n NYSE: TCH n www.technicolor.com



Press contacts: +33 1 41 86 53 93

technicolorpressoffice@technicolor.com


Investor relations: +33 1 41 86 55 95

investor.relations@technicolor.com



19



 

APPENDICES

 

 

RESTATEMENT OF FINANCIAL INDICATORS: BREAKDOWN BY OPERATING SEGMENT



Following the change in consolidation perimeter relating to PRN (previously included in Discontinued Operations and now included in Entertainment Services) and the change in reporting of the MediaNavi activities (previously included in Digital Delivery and now included in Technology), the Group is presenting below the quarterly financial indicators for 2009 and 2010 reflecting these changes.

 

In € million

 

Q1 2009

Q2 2009

H1 2009

 

Q3 2009

Q4 2009

H2 2009

FY 2009

Group revenues from continuing activities

 

937

906

1,843

 

825

951

1,776

3,619

of which:

Technology

 

93

102

196

 

98

97

195

391

 

Entertainment Services

 

377

355

733

 

396

464

860

1,593

 

Digital Delivery

 

422

417

839

 

314

376

690

1,529

Adjusted EBITDA from continuing activities

 

 

 

209

     

 289

499

of which:

Technology

     

137

     

139

276

 

Entertainment Services

     

65

     

154

219

 

Digital Delivery

     

63

     

60

123

Adjusted EBIT from continuing activities

     

91

     

165

256

of which:

Technology

     

129

     

129

258

 

Entertainment Services

     

5

     

69

74

 

Digital Delivery

     

10

     

26

36

EBIT from continuing activities

     

5

 

 

 

94

99

of which:

Technology

     

113

     

103

217

 

Entertainment Services

     

(55)

     

21

(34)

 

Digital Delivery

     

6

 

 

 

22

28



20



 

 

In € million

 

Q1 2010

Q2 2009

H1 2010

 

Q3 2010

Q4 2010

H2 2010

FY 2010

Group revenues from continuing activities

 

704

795

1,499

 

920

1,155

2,075

3,574

of which:

Technology

 

93

95

188

 

126

136

261

450

 

Entertainment Services

 

326

342

668

 

433

596

1,029

1,697

 

Digital Delivery

 

283

357

641

 

360

423

783

1,423

Adjusted EBITDA from continuing activities

 

 

 

142

     

 363

505

of which:

Technology

     

126

     

201

327

 

Entertainment Services

     

60

     

157

217

 

Digital Delivery

     

10

     

45

55

Adjusted EBIT from continuing activities

     

34

     

200

234

of which:

Technology

     

120

     

195

315

 

Entertainment Services

     

(7)

     

42

35

 

Digital Delivery

     

(26)

     

5

(20)

EBIT from continuing activities

     

22

 

 

 

15

38

of which:

Technology

     

117

     

199

315

 

Entertainment Services

     

(13)

     

(49)

(62)

 

Digital Delivery

     

(27)

 

 

 

(91)

(118)

 

The Group reminds that, as announced in its first half of 2010 results press release (29 July 2010), it has established a new business group —Digital Delivery— to increase its capability to capture the growth resulting from the shift to digital distribution. Digital Delivery brings together the Connect business and the Digital Content Delivery (DCD) Services Business (which was formerly part of Entertainment Services) to enable the Group to adapt to the changing needs of its Network Services Operator customer base, which is increasingly expanding its focus from delivery platforms to electronic media distribution.



21



 

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

     

Year ended December 31,

(€ in millions)

   

2010

 

2009

 

2008

Continuing operations              
Revenues     3,574   3,619   4,192
Cost of sales     (2,795)   (2,804)   (3,422)
Gross margin     779   815   770
               
Selling and administrative expenses     (397)   (404)   (482)
Research and development expenses     (148)   (155)   (171)
Restructuring costs     (41)   (41)   (166)
Net impairment losses on non-current operating assets     (183)   (128)   (700)
Other income (expense)     28   12   (25)
Profit (loss) from continuing operations before tax              
and net finance costs     38   99   (774)
               
Interest income     6   8   16
Interest expense     (145)   (51)   (89)
Gain on Technicolor’s debt restructuring on May 26, 2010   381   -   -
Other financial income (expense)     (126)   (25)   (301)
Net finance costs     116   (68)   (374)
               
Share of profit (loss) from associates     -   -   (4)
Income tax     2   (35)   (105)
Profit (loss) from continuing operations     156   (4)   (1,257)
               
Discontinued operations              
Net loss from discontinued operations     (225)   (338)   (676)
               
Net income (loss)     (69)   (342)   (1,933)
Attributable to:              
- Equity Holders     (69)   (342)   (1,930)
- Non-controlling interests     -   -   (3)
               
      Year ended December 31,
(in euro, except number of shares)      2010   2009   2008
Weighted average number of shares outstanding (basic              
net of treasury stock)     104,817,755   26,308,997   26,294,015
               
Earnings (loss) per share from continuing operations              
- basic     1.3   (0.2)   (48.4)
- diluted     1.0   (0.2)   (48.4)
Earnings (loss) per share from discontinued operations           
- basic     (2.1)   (12.8)   (25.7)
- diluted     (1.5)   (12.8)   (25.7)
Total earnings (loss) per share              
- basic     (0.8)   (13.0)   (74.1)
- diluted     (0.5)   (13.0)   (74.1)

 

22



 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(€ in millions)

   

December 31, 2010

 

December 31, 2009

 

December 31, 2008

ASSETS

             
               

Non-current assets:

             

Property, plant and equipment

   

430

 

431

 

541

Goodwill

   

644

 

746

 

926

Other intangible assets

   

512

 

456

 

673

Investments in associates

   

12

 

7

 

7

Investments and available-for-sale financial assets

   

4

 

42

 

52

Derivative financial instruments

   

6

 

-

 

-

Contract advances and up-front prepaid discount

   

73

 

60

 

131

Deferred tax assets

   

488

 

426

 

515

Income tax receivable

   

48

 

20

 

21

Other non-current assets

   

63

 

37

 

41

Cash collateral and security deposits

   

19

 

13

 

-

               

Total non-current assets

   

2,299

 

2,238

 

2,907

               

Current assets:

             

Inventories

   

153

 

97

 

270

Trade accounts and notes receivable

   

666

 

555

 

968

Current accounts with associates and joint ventures

   

4

 

5

 

4

Derivative financial instruments

   

-

 

7

 

85

Income tax receivable

   

17

 

15

 

32

Other current assets

   

318

 

316

 

485

Cash collateral and security deposits

   

55

 

82

 

38

Cash and cash equivalents

   

332

 

569

 

769

Assets classified as held for sale

   

90

 

436

 

33

               

Total current assets

   

1,635

 

2,082

 

2,684

               

Total assets

   

3,934

 

4,320

 

5,591

 

 

23


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(€ in millions)

   

December 31, 2010

 

December 31, 2009

 

December 31, 2008

EQUITY AND LIABILITIES

             
               

Shareholders' equity:

             

Common stock (174,846,625 shares at

             

December 31, 2010 with nominal value of

   

175

 

1,012

 

1,012

€1 per share)

             

Treasury shares

   

(156)

 

(156)

 

(159)

Additional paid in capital

   

641

 

1,643

 

1,643

Subordinated perpetual notes

   

500

 

500

 

500

Notes redeemable in shares

   

278

 

-

 

-

Other reserves

   

87

 

112

 

139

Retained earnings (accumulated deficit)

   

(791)

 

(3,340)

 

(2,998)

Cumulative translation adjustment

   

(231)

 

(226)

 

(272)

               

Shareholders’ equity (deficit)

   

503

 

(455)

 

(135)

               

Non-controlling interests

   

2

 

2

 

1

               

Total equity (deficit)

   

505

 

(453)

 

(134)

               

Non-current liabilities:

             

Borrowings

   

1,278

 

16

 

22

Retirement benefits obligations

   

332

 

310

 

332

Restructuring provisions

   

7

 

16

 

17

Derivative financial instruments

   

-

 

-

 

-

Other provisions

   

97

 

92

 

103

Deferred tax liabilities

   

193

 

198

 

284

Other non-current liabilities

   

131

 

60

 

45

               

Total non-current liabilities

   

2,038

 

692

 

803

               

Current liabilities :

             

Borrowings

   

47

 

2,727

 

2,862

Derivative financial instruments

   

-

 

4

 

46

Retirement benefits obligations

   

46

 

60

 

71

Restructuring provisions

   

49

 

48

 

115

Other provisions

   

69

 

68

 

102

Trade accounts and notes payable

   

528

 

435

 

968

Accrued employee expenses

   

158

 

128

 

155

Income tax payable

   

17

 

7

 

32

Other current liabilities

   

374

 

345

 

548

Payables on acquisition of companies

   

-

 

2

 

1

Liabilities classified as held for sale

   

103

 

257

 

22

               

Total current liabilities

   

1,391

 

4,081

 

4,922

Total liabilities

   

3,429

 

4,773

 

5,725

               
               

Total equity (deficit) and liabilities

   

3,934

 

4,320

 

5,591



24




CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


(€ in millions)

 

Year ended December 31

   

2010

 

2009

 

2008

Net income (loss)

 

(69)

 

(342)

 

(1,933)

Loss from discontinued operations

 

(225)

 

(338)

 

(676)

Profit (loss) from continuing operations

 

156

 

(4)

 

(1,257)

Summary adjustments to reconcile profit from continuing operations to cash generated from continuing operations

           

Depreciation and Amortization

 

284

 

273

 

466

Impairment of assets

 

184

 

129

 

745

Net changes in provisions

 

(22)

 

(80)

 

94

(Profit) / loss on asset sales

 

(31)

 

(13)

 

(1)

Interest (Income) and Expense

 

139

 

43

 

56

Gain on Technicolor’s debt restructuring on May 26, 2010

 

(381)

 

-

 

-

Other non cash items (including tax)

 

39

 

42

 

186

Changes in working capital and other assets and liabilities

 

(93)

 

(117)

 

(337)

Cash generated from / (used in) continuing operations

 

275

 

273

 

(48)

Interest paid

 

(138)

 

(51)

 

(70)

Interest received

 

4

 

8

 

5

Income tax paid

 

(21)

 

(35)

 

(30)

Net operating cash generated from / (used in) continuing activities

 

120

 

195

 

(143)

Net operating cash used in discontinued operations

 

(55)

 

(97)

 

(175)

Net cash from / (used in) operating activities (I)

 

65

 

98

 

(318)

             

Acquisition of subsidiaries, associates and investments, net of cash

 

(4)

 

(5)

 

(14)

Net cash impact  from sale of investments

 

37

 

23

 

5

Purchases of property, plant and equipment (PPE)

 

(135)

 

(121)

 

(167)

Proceeds from sale of PPE and intangible assets

 

11

 

17

 

3

Purchases of intangible assets including capitalization of development

 

(41)

 

(45)

 

(69)

Cash collateral and security deposits granted to third parties

 

(7)

 

(58)

 

35

Cash collateral and security deposits reimbursed by third parties

 

41

 

3

 

-

Loans (granted to) / reimbursed by third parties

 

(1)

 

(8)

 

(3)

Net investing cash generated / (used) in continuing activities

 

(99)

 

(194)

 

(280)

Net investing cash generated from / (used in) discontinued operations

 

(5)

 

(34)

 

(71)

Net cash used in investing activities (II)

 

(104)

 

(228)

 

(351)

             

Increase of capital

 

203

 

-

 

-

Purchases of treasury shares and others

 

-

 

-

 

1

Repayment of convertible bonds

 

-

 

-

 

(367)

Proceeds from borrowings

 

4

 

3

 

1,611

Repayments of borrowings

 

(338)

 

(50)

 

(338)

Fees paid  linked to the debt and capital restructuring

 

(51)

 

(27)

 

-

Payment of the interests claims of TSS holders

 

(25)

 

-

 

-

Dividends and distributions paid to Group’s shareholders

 

-

 

-

 

(29)

Net financing cash generated from/ (used in) continuing activities

 

(207)

 

(74)

 

878

Net financing cash used in discontinued operations

 

(2)

 

(1)

 

(8)

Net cash provided by / (used) in financing activities (III)

 

(209)

 

(75)

 

870

             

Net (decrease) / increase in cash and cash equivalents (I+II+III)

 

(248)

 

(205)

 

201

Cash and cash equivalents at beginning of year

 

569

 

769

 

572

Exchange losses on cash and cash equivalents

 

11

 

5

 

(4)

Cash and cash equivalents at end of year

 

332

 

569

 

769



25



Reconciliation of adjusted indicators


Technicolor is presenting, in addition to published results and with the aim to provide a more comparable view of the evolution of its operating performance vs. the second half and the full year of 2009, a set of adjusted indicators which exclude the following items as per the statement of operations of our consolidated financial statements:

Restructuring charges

Net impairment charges

Other income and expenses (other non-current items)

 

 

These adjustments, the reconciliation of which is presented in the following table, amount to an impact on the Group EBIT from continuing operations of €(185) million for second half of 2010, compared to an impact of €(71) million for the second half 2009.

 

These adjustments amount to an impact on the Group EBIT from continuing operations of €(196) million for the year 2010, compared to an impact of €(157) million for the year 2009.

 

 

 In € million

H2
2009

H2

2010

Change

FY

2009

FY

2010

Change

EBIT from continuing operations

94

15

(79)

99

38

(61)

Restructuring charges, net

(38)

(27)

+11

(41)

(41)

0

Net impairment losses on non-current operating assets

(49)

(183)

(134)

(128)

(183)

(55)

Other income / (expense)

16

25

+9

12

28

+16

Adjusted EBIT from continuing operations

165

200

+35

256

234

(22)

As a % of revenues

+9.3%

+9.6%

+0.3pt

7.1%

6.5%

(0.6)pt 

Depreciation and amortization (D&A)*

124

163

+39

243

271

+28

Adjusted EBITDA from continuing operations

289

363

+74

499

505

+6

As a % of revenues

+16.3%

17.5%

+1.2pts

13.8%

14.1%

+0.3pt 

* including impact of provisions for risks, litigations and warranties

26


CAPITAL STRUCTURE

Pursuant to the May 2010 rights issue, the July 2010 10:1 reverse split, the redemption of NRS I and the DPN repayment in December 2010, the total number of shares of the Company amounted to 174,846,625 on 31 December 2010. Including the redemption of all outstanding NRSs, and assuming that tranche IIC is fully redeemed in shares, the total number of shares of the Company is expected to amount to 226,369,751 on 31 December 2011.

 

Total number of shares

Total number of shares at 31 December 2009 (a)
26.989.003
Rights issue May 2010 (a)
52,660,878
Total number of shares at 30 June 2010
79,649,881
Repayment of DPN maturing 31 December 2010
50,000,000
Redemption of NRS I maturing 31 December 2010 (conversion ratio 0.144)
45,196,744
Total number of shares at 31 December 2010
174,846,625
NRS II and IIC maturing 31 December 2011 (conversion ratio 0.159), (b)
51,523,126
Number of shares including outstanding NRS redemption (b) (c)
226,369,751

(a) adjusted for 10:1 reverse split

(b) including 5,328,181 NRS I deferred to 31 December 2011

(c) assuming the Company does not exercise its option to repay part or all of NRS IIC in cash

 


27