04/11/2024 19:33
Quarterly financial report / Third quarter financial report
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INFORMATION REGLEMENTEE

EXCLUSIVE NETWORKS – THIRD QUARTER 2024 FINANCIAL UPDATE

Solid third quarter 2024 at €1,334 m
up 9% at reported and constant currency



• Gross Sales up 9% reported and up 9% at constant currency to
€1,334 m
SUSTAINED GROWTH • Geographic consolidation with M&A strategy paying off in APAC
and solid growth in NAM at 11% at constant currency
• YTD growth up 9% reported and up 10% at constant currency


BOULOGNE-BILLANCOURT – November 4, 2024, at 06:00 P.M. CET
Exclusive Networks (Euronext Paris: EXN), a global leader in cybersecurity, today announces its Gross Sales
and IFRS Revenue for the third quarter ended September 30, 2024. Please note that management will not
hold a conference call on November 5, 2024, as originally scheduled.

Jesper Trolle, Chief Executive Officer, commented:
“I'm pleased to report that we had a solid third quarter, considering persistent challenging market conditions.
We delivered continued growth, with gross sales at €1,334 million, up 9% both at constant currency and
reported. This performance was mainly driven by APAC, up 71%, and Americas, up 11%.

In APAC, the integration of the Nextgen Group has strengthened and accelerated our growth, demonstrating
that our M&A strategy aimed at geographic consolidation in the ANZ is paying off.

Our fundamentals are solid, our reputation as a trusted partner continues to be appreciated by vendors and
customers alike, with retention rates consistently above 100%, paving the way for continued growth.

Even though deals have slipped due to lengthening decision-making processes, we see the year ending on a
positive note, with a double-digit booking growth in the second and third quarters, confirming our confidence
in achieving our 2024 guidance.”




©Copyright Exclusive Networks SA | 20, Quai du Point du Jour, Arcs de Seine, 1
92100 - Boulogne, Billancourt, France
Q3 2024 FINANCIAL PERFORMANCE HIGHLIGHTS
Net vendors retention rate1 were at 105% on a rolling 12-month basis at Q3-24 (vs 122% in Q3-23) with Net
customers retention rates1 at 104% on a rolling 12-month basis at Q3-24 (vs 121% in Q3-23), supported by
the sustained demand for our vendors’ solutions and the continued engagement of our channel partners.

Q3 2024 Gross sales
Variation
in € million Q3 2023 Q3 2024
Reported Constant Currency*
EMEA 973 992 +2% +2%
AMERICAS 157 173 +10% +11%
APAC 99 169 +71% +72%
GROUP 1,228 1,334 +9% +9%
* Variation at constant currency is computed using the third quarter of 2023 rates applied to the third quarter of 2024 Gross sales. The USD, GBP and
PLN evolved as follows; 1EUR: 1.087 USD; 1EUR: 0.851 GBP, 1EUR: 4.306 PLN respectively for Q4 2024 and 1EUR: 1.084 USD; 1EUR: 0.871 GBP, 1EUR:
4.584 PLN respectively for Q3 2023.


Gross sales were €1,334 million, an increase of 9% year over year on a reported basis, 9% at constant
currency. Part of this reported growth (5.5%) was driven by M&A activities with the integration of NextGen
Group. The remainder of the growth was a combination of Existing vendors in their current geographies
(1.6%), vendors entering into new geographies (1.0%) and new vendor relationship (0.5%).
Growth has been impacted by slippage of deals into Q4. As Q4 is the last quarter of the calendar year, the
Company is confident to achieve a solid Q4 vs LY.

EMEA (74% of total quarterly Gross sales): Gross sales rose to €992 million, an increase of €19 million or
+2% at reported and at constant currency

AMERICAS (13% of total quarterly Gross sales): Gross sales were €173 million, up +10% reported or +11% at
constant currency.

APAC (13% of total quarterly Gross sales): Gross sales were up to 169 million, up 71% year over year on
reported basis and 72% at constant currency. The organic growth of APAC is 3.4% reported, 3.8% at constant
currency experiencing its second quarter of positive growth vs LY, which clearly demonstrates our recovery
capabilities.

In Q3-24, Gross sales mix grew towards Software and Support & Maintenance, in line with the strategy in
place and confirming the relevance of the value proposition. Hardware on a rolling 12-month basis
decreased to 23% of the Group (vs 26% in Q3-23), Software was up at 51% (vs 48% in Q3-23) and Support
& Maintenance was stable at 26% (vs 26% in Q3-23).
Cloud-based business accounted for 34% of the Group in Q3-24 on a rolling 12-month basis, up 6 points
compared to Q3-23 in line with our digital growth strategy.




1
Defined as reported rolling 12 months Gross sales generated in year N from vendors/customers active in year N-1 divided by reported rolling 12
months Gross Sales from the same vendors/customers in year N-1.




©Copyright Exclusive Networks SA | 20, Quai du Point du Jour, Arcs de Seine, 2
92100 - Boulogne, Billancourt, France
Q3 2024 IFRS Revenue
Variation
in € million Q3 2023 Q3 2024
Reported Constant Currency*
EMEA 275 281 +2% +3%
AMERICAS 64 80 +24% +26%
APAC 39 55 +42% +43%
GROUP 378 415 +10% +11%
* Variation at constant currency is computed using the third quarter of 2023 rates applied to the third quarter of 2024 revenue.

IFRS Revenue takes into account the recognition of the sales of support and maintenance on a Net Margin
basis as per IFRS as Exclusive Networks is not the primary obligor for these solutions. IFRS Revenue reached
€415 million, up 10% on a reported basis, in line with Gross sales evolution.

2024 OUTLOOK
In an environment still challenged by macroeconomic volatility, we remain confident in meeting our FY 2024
guidance:
• Gross sales growth in a range between 10% and 12% at constant currency
• Net margin in the range of €500 million to €515 million
• Adj. EBIT in the range of €200 and €210 million
• Adj. Operating FCF above 80% of Adj. EBITDA

SIGNIFICANT EVENTS SINCE SEPTEMBER 30, 2024
• Refinancing of the Group
As described in the press release issued by the Company on July 24, 2024, a consortium comprising CD&R
and Everest UK HoldCo Limited, an entity controlled by the Permira funds and the majority shareholder of
Exclusive Networks, is contemplating to acquire a majority shareholding in the Company (the "Block
Acquisition"), which will be followed by a simplified mandatory tender offer on the remaining Company
shares (the "Offer"), and if the legal conditions are met the implementation of a squeeze-out at the end of
the Offer (together, the "Transaction"). In the context of the Transaction, and as also described in the press
release of July 24, 2024, it is contemplated for the Company and Everest SubBidco to enter into new facilities
agreement in order to, among others, finance the payment of the exceptional distribution approved by the
shareholders meeting of October 31, 2024, and globally to refinance the existing indebtedness of the Group.

The Board of the company approved on November 4, 2024, the corresponding senior facilities agreement to
which, among others, the Company and its subsidiary Everest SubBidco will be borrowers, which is in line
with the conditions announced in July 2024 and will comprise a term loan made available to Everest SubBidco
for a maximum principal amount of €925,000,000, deferred term loans made available to Everest SubBidco
for a maximum combined principal amount of €235,000,000 and a revolving credit facility made available,
among others, to the Company and Everest SubBidco for a principal amount of €235,000,000. A term loan is
also available to Etna French Bidco under the senior facilities agreement for a maximum principal amount of
€425,000,000 to finance the Block Acquisition, the Offer and if applicable the subsequent squeeze-out.
CONFERENCE CALL
As mentioned at the beginning of this press release, please note that management will not be holding a
conference call on November 5, 2024, as originally planned.

PROVISIONAL CALENDAR
• FY 2024 Financial Results: March 25, 2025.




©Copyright Exclusive Networks SA | 20, Quai du Point du Jour, Arcs de Seine, 3
92100 - Boulogne, Billancourt, France
APPENDICES

9 months of 2024 Gross Sales
Variation
in € million 9 months of 2023 9 months of 2024 Constant
Reported
Currency*
EMEA 2,795 2,971 +6% +7%
AMERICAS 455 487 +7% +7%
APAC 310 440 +42% +44%
GROUP 3,560 3,898 +9% +10%
* Variation at constant currency is computed using the third quarter of 2023 rates applied to the third quarter of 2024 Gross sales. The USD, GBP and
PLN evolved as follows; 1EUR: 1.087 USD; 1EUR: 0.851 GBP, 1EUR: 4.306 PLN respectively for Q4 2024 and 1EUR: 1.084 USD; 1EUR: 0.871 GBP, 1EUR:
4.584 PLN respectively for Q3 2023.

9 months of 2024 IFRS Revenue
Variation
in € million 9 months of 2023 9 months of 2024 Constant
Reported
Currency*
EMEA 842 800 -5% -4%
AMERICAS 179 203 +13% +14%
APAC 134 136 +1% +3%
GROUP 1,155 1,139 -1% -1%
** Variation at constant currency is computed using 9 months of 2023 rates applied to 9 months of 2024 revenue.

Gross sales to revenue reconciliation
9 months of 9 months of
in € million Q3-23 Q3-24
2023 2024
Gross sales 1,228 3,560 1,334 3,898
Agent vs principal – IFRS 15 (850) (2,405) (918) (2,759)
Revenue 378 1,155 415 1,139


EXCLUSIVE NETWORKS CONTACTS
Investors & Analysts Media
Nicolas Leroy FTI Consulting
Global Communications Director Emily Oliver / Jamie Ricketts
ir@exclusive-networks.com +33 (0)6 28 73 45 15
+44 (0)7976 718 948
exclusivenetworks@fticonsulting.com




©Copyright Exclusive Networks SA | 20, Quai du Point du Jour, Arcs de Seine, 4
92100 - Boulogne, Billancourt, France
About Exclusive Networks
Exclusive Networks (EXN) is a global cybersecurity specialist that provides partners and end-customers with
a wide range of services and product portfolios via proven routes to market. With offices in over 45 countries
and the ability to serve customers in over 170 countries, we combine a local perspective with the scale and
delivery of a single global organisation.

Our best-in-class vendor portfolio is carefully curated with all leading industry players. Our services range
from managed security to specialist technical accreditation and training and capitalize on rapidly evolving
technologies and changing business models. For more information visit www.exclusive-networks.com.

DISCLAIMER
This press release may contain forward-looking statements. Such statements may include projections,
estimates, assumptions, statements regarding plans, objectives, intentions and/or expectations with respect
to future financial results, events, operations and services and product development, as well as statements,
regarding future performance or events. Forward-looking statements are generally identified by the words
“expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “projects”, “may”, “would” “should” or
the negatives of these terms and similar expressions. Although Exclusive Network’s management currently
believes that the expectations reflected in such forward-looking statements are reasonable, investors are
cautioned that forward-looking statements are subject to various risks and uncertainties (including, without
limitation, risks identified in Exclusive Networks’ Registration Document available on Exclusive Networks’
website), because they relate to future events and depend on future circumstances that may or may not
occur and may be different from those anticipated, many of which are difficult to predict and generally
beyond the control of Exclusive Networks. Actual results and developments may differ materially from those
expressed in, implied by or projected by forward-looking statements. Forward-looking statements are not
intended to and do not give any assurances or comfort as to future events or results. Other than as required
by applicable law, Exclusive Networks does not undertake any obligation to update or revise any forward-
looking statement.
This press release does not contain or constitute an offer of securities for sale or an invitation or inducement
to invest in securities in France, the United States or any other jurisdiction.




©Copyright Exclusive Networks SA | 20, Quai du Point du Jour, Arcs de Seine, 5
92100 - Boulogne, Billancourt, France