Form
20-F X
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Form
40-F ___
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Yes ___
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No X
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Yes ___
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No X
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Yes ___
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No X
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Item
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1.
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Press Release dated April
27,
2009
|
·
|
1Q 2009
consolidated revenues up 3.1% at constant currency against a weak
1Q 2008
|
o
|
1Q 2009
Group’s net revenues from continuing activities amounted to
€915 million, up 8.5% at current currency and up 3.1% at constant
currency compared to 1Q 2008.
|
o
|
Each of the
three businesses within the Group’s new perimeter showed improved revenue
trends in 1Q 2009, on the back of a weak 1Q
2008.
|
o
|
The market
environment remains difficult overall. Despite the improved trend in
1Q 2009 revenues, the Group remains very cautious with regard to the
evolution of its activity given the current low level of market
visibility.
|
·
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Liquidity
position
|
o
|
The Group’s
estimated cash position at the end of 1Q 2009 amounted to
€586 million. Net financial debt as of March 31, 2009 stood at
€2,357 million.
|
o
|
The biggest
part of the decrease in cash over the quarter is related to the one-off
completion of the alignment of the supplier payment cycle to contractual
terms, initiated in 4Q 2008. This realignment process is now
completed.
|
o
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The Group’s
overall profitability in 1Q 2009 showed a material improvement, in
particular for its new perimeter. Operating cash flow of the Group’s new
perimeter was close to breakeven in 1Q 2009, including cash restructuring
charges related to this perimeter.
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·
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Thomson
obtains the waivers sought from senior creditors until 16 June 2009 to
continue discussions on its balance sheet
restructuring
|
o
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The Group has
obtained from its senior creditors waivers of covenant breaches under its
senior financial debt until 16 June 2009, date at which the Group will
hold its Annual General Meeting.
|
o
|
These waivers
constitute an important step which maintains a stable framework for the
Group to continue discussions on the restructuring of its balance sheet,
which started in February 2009.
|
o
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This reflects
the constructive dialogue between Thomson and its creditors towards a
successful restructuring of the Group’s balance sheet in the interest of
all parties. The Group also expects this outcome to have a positive impact
on its day-to-day relationship with customers and
suppliers.
|
·
|
CEO
Frederic Rose is appointed Chairman of the
Board
|
o
|
The Board of
Directors has decided to combine the roles of Chairman of the Board and
Chief Executive Officer. Frederic Rose thus becomes Chairman and CEO of
Thomson. François de Carbonnel remains a Director and Chairman of the
Audit Committee.
|
o
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Remy Sautter,
independent Director and Chairman of the Remuneration Committee, is
appointed Vice-Chairman of the Board of
Directors.
|
In €
million
|
1Q 2009
|
1Q 2009
At constant
currency
|
1Q 2008
Reported
|
Change (%)
Reported
|
Change (%)
At constant
currency
|
Technicolor
|
410
|
393
|
407
|
0.5%
|
(3.7)%
|
Thomson
Connect
|
368
|
355
|
287
|
28.4%
|
23.9%
|
Technology
|
93
|
81
|
81
|
14.8%
|
(0.1)%
|
Corporate & Other1
|
44
|
41
|
68
|
(35.0)%
|
(39.8)%
|
Revenues from continuing
operations
|
915
|
870
|
843
|
8.5%
|
3.1%
|
Of which new perimeter
|
874
|
832
|
778
|
12.2%
|
6.9%
|
Of which exit
perimeter2
|
41
|
38
|
65
|
(36.6)%
|
(41.3)%
|
Average $:€ exchange
rate
|
1.30
|
1.51
|
1.51
|
-
|
-
|
·
|
Group net
revenues from continuing operations for 1Q 2009 were up 8.5% at current
currency compared with 1Q 2008, and up 3.1% at constant currency. Revenues
from the Group’s new perimeter, which includes all continuing activities
except the retail telephony business currently being exited, increased by
6.9% at constant currency in 1Q 2009 compared with
1Q 2008.
|
·
|
In 1Q 2009,
Technicolor recorded growth in most of its activities, which largely
offset the impact of lower DVD volumes. Thomson Connect activities
benefited from strong demand and market share gains. The Licensing
business recorded stable revenues from the MPEG-LA pool and from other
core programs.
|
·
|
The Group’s
overall profitability in 1Q 2009 showed a material improvement thanks
to mix improvement and cost cutting actions, in particular for its new
perimeter. Operating cash flow3 of the Group’s new perimeter was close
to breakeven in 1Q 2009, including cash restructuring charges related to
this perimeter.
|
·
|
In
1Q 2009, the Group completed the process of aligning the supplier
payment cycle to contractual terms, initiated in 4Q 2008. Excluding
this one-off impact, working capital was stable in 1Q 2009 compared
to its level at year-end 2008.
|
·
|
The Group’s
estimated cash position at the end of 1Q 2009 amounted to
€586 million, with a net financial debt totaling €2,357 million
at the end of the period. The increase of €241 million since year-end
2008 was mostly related to the one-off working capital increase associated
with the alignment of the supplier payment cycle to contractual terms.
Since mid-February 2009, the Group’s cash position has been relatively
stable.
|
·
|
The
previously announced disposal process is progressing in line with the
expected schedule. With regard to Grass Valley, the Group has selected
second-round bidders, which have now entered into the due diligence
process. The Group maintains its goal of closing its divestment program
before the end of the current year.
|
·
|
The Group has
obtained from its senior creditors waivers of covenant breaches under its
senior financial debt until 16 June 2009, date at which the Group will
hold its Annual General Meeting.
|
·
|
These waivers
constitute an important step which maintains a stable framework for the
Group to continue discussions on the restructuring of its balance sheet,
which have been underway since February
2009.
|
·
|
The senior
creditors, representing substantially all of Thomson’s unsubordinated
financial debt (€2.9 billion) have agreed not to accelerate their debt at
any time prior to June 16, 2009 based on the breaches of the two financial
covenants and limitations set forth in the private placement notes and the
syndicated credit facility.
|
·
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Pursuant to
these waivers, Thomson and its creditors have agreed, among others, that
Thomson will defer the required pay down of its debt during the waiver
period.
|
·
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The Board of
Directors has decided to modify the management structure of Thomson,
appointing Frederic Rose to the combined role of Chairman of the Board and
Chief Executive Officer.
|
·
|
These
functions were split in March 2008 following the departure of Frank
Dangeard. François de Carbonnel was then appointed Chairman of the Board
of Directors with the twofold objective of accompanying Julian Waldron,
appointed interim-CEO on March 28, 2008 and leading the search for a new
Chief Executive Officer for the Group. This search led to the appointment
of Frederic Rose, effective since September 1,
2008.
|
·
|
The new
management structure is necessary at a time when the operational conduct
of the Company and the restructuring of its balance sheet require tight,
rapid and efficient
decision-making.
|
·
|
Remy Sautter
is appointed Vice-Chairman of the Board of Directors. He will be
responsible for maintaining a permanent link between the Chairman and CEO
and the Directors, and will inform them of the real time status of
discussions relating to the restructuring of the balance sheet. Remy
Sautter has been an independent Director since 2006, and has been Chairman
of the Remuneration Committee since December
2007.
|
·
|
François de
Carbonnel has been an independent Director since 2007, and has been
Chairman of the Audit Committee since May 2007. The Board of Directors
expresses his gratitude to François de Carbonnel for his work as Chairman
over the last year. François de Carbonnel will remain as a Director and
Chairman of the Audit Committee.
|
In €
million
|
1Q 2009
|
1Q 2009
At constant
currency
|
1Q 2008
Reported
|
Change (%)
Reported
|
Change (%)
At constant
currency
|
Technicolor revenues,
net
|
410
|
393
|
407
|
0.5%
|
(3.7)%
|
Average $:€ exchange
rate
|
1.30
|
1.51
|
1.51
|
-
|
-
|
-
|
An improved
mix in DVD replication thanks to higher Blu-ray™ volumes and less kiosk
volumes;
|
-
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The
resilience of the DVD distribution
business;
|
-
|
Increased
activity in the Film business, which benefited from a strong release slate
in 1Q 2009 and from the Content Services businesses, specifically in
animation and digital
post-production.
|
·
|
Content
Services (digital production, post-production and content media
management)
|
·
|
Physical
Media (Film and DVD Services)
|
KPIs
|
1Q 2009
|
1Q 2008
|
Change
(%)
|
Film footage
(bn feet)
|
0.8
|
0.7
|
9.6%
|
DVD volumes
(million units)
|
246
|
312
|
(21.2)%
|
·
|
A strong
improvement in mix year-on-year, with significant volumes growth in
high-definition discs (Blu-ray™) and lower kiosks volumes;
and
|
·
|
The
resilience of the distribution business over the quarter, resulting from
higher activity in returns processing operations, increased distribution
of studios volumes from in-stock DVD inventory and higher volumes from
game software publishers and independent
studios.
|
·
|
Content
Distribution Services
|
In €
million
|
1Q 2009
|
1Q 2009
At constant
currency
|
1Q 2008
Reported
|
Change (%)
Reported
|
Change (%)
At constant
currency
|
Thomson
Connect revenues, net
|
368
|
355
|
287
|
28.4%
|
23.9%
|
Average $:€ exchange
rate
|
1.30
|
1.51
|
1.51
|
-
|
-
|
KPIs
|
1Q 2009
|
1Q 2008
|
Change (%)
|
|
Cable
(million units)
|
1.3
|
1.0
|
33.6%
|
|
Satellite
(million units)
|
2.3
|
2.2
|
3.7%
|
|
Telecom
(million units)
|
2.9
|
2.3
|
27.0%
|
|
Total
(million units)
|
6.4
|
5.4
|
18.9%
|
·
|
Strong growth
in cable set-top box volumes, driven by higher shipments to a key North
American customer and sustained demand from cable operators in Europe more
than offsetting lower cable modem
volumes;
|
·
|
Sustained
demand from telecom operators for broadband access gateways, especially in
Europe and Latin America;
|
·
|
Substantial
mix improvement in the Satellite business, driven by strong demand for
high-end products (HD-PVR) for a key customer in North America, and by
market share gains; and
|
·
|
Stable prices
overall in 1Q 2009 compared with 4Q
2008.
|
In €
million
|
1Q 2009
|
1Q 2009
At constant
currency
|
1Q 2008
Reported
|
Change (%)
Reported
|
Change (%)
At constant
currency
|
Technology revenues,
net
|
93
|
81
|
81
|
14.8%
|
(0.1)%
|
o/w
Licensing
|
92
|
80
|
79
|
16.2%
|
1.0%
|
Average $:€ exchange
rate
|
1.30
|
1.51
|
1.51
|
-
|
-
|
In €
million
|
1Q 2009
Reported
|
4Q 2008
Reported
|
3Q 2008
Reported
|
2Q 2008
Reported
|
1Q 2008
Reported
|
Technicolor
|
410
|
556
|
474
|
407
|
407
|
Thomson
Connect
|
368
|
528
|
361
|
402
|
287
|
Technology
|
93
|
107
|
105
|
100
|
81
|
Corporate &
Other
|
44
|
68
|
65
|
82
|
68
|
Revenues from continuing
operations
|
915
|
1,259
|
1,005
|
991
|
843
|
Of which new
perimeter
|
874
|
1,195
|
942
|
911
|
778
|
Of which exit
perimeter
|
41
|
64
|
63
|
80
|
65
|
Average $:€ exchange
rate
|
1.30
|
1.31
|
1.50
|
1.57
|
1.51
|
THOMSON
|
||||||
Date: |
May
6,
2009
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By: |
/s/
Carole
Jais
|
|||
Name: |
Carole
Jais
|
|||||
Title: |
Corporate
Secretary
|