9M 2019 Financial results presentation
26 November 2019
Strictly Confidential
9M 2019 Financial results presentation 26 November 2019 Strictly - - PowerPoint PPT Presentation
9M 2019 Financial results presentation 26 November 2019 Strictly Confidential Disclosure regarding forward-looking statements and the presentation of certain financial information This presentation contains forward-looking statements, which
26 November 2019
Strictly Confidential
2
This presentation contains forward-looking statements, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or including the words “targets”, “believes”, “expects”, “aims”, “intends”, “may”, “anticipates”, “estimates”, “would”, “will”, “could”, “should” or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond our control that could cause our actual performance or achievements to be materially different from future performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future strategies and the environment in which we will operate in the future. These forward- looking statements speak only as at the date of this Presentation. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any of such statements are based. This Presentation contains summary unaudited condensed financial information for Adria Midco B.V. and its subsidiaries for the nine months ended September 30, 2019. The statement of financial position for Adria Midco B.V. and its subsidiaries as at 30 September 2019 and as at 30 September 2018, as well as the condensed consolidated interim statements of profit or loss and cash flows for Adria Midco B.V. and its subsidiaries for the nine months periods then ended have been prepared in accordance with IFRS, but have not been reviewed by our independent auditors. As a consequence, the summary condensed financial information presented is subject to potential change. If in connection with any review there is any material change to such summary condensed financial information, we intend to present a supplemental report detailing such change. Certain financial measures and ratios related thereto in this Presentation, including EBITDA, Adjusted EBITDA, Adjusted EBITDA minus capital expenditure, RGUs and ARPU (collectively, the ‘‘Non-IFRS Measures’’) are not specifically defined under IFRS or any other generally accepted accounting principles. These measures are presented here because we believe that they and similar measures are widely used in our industry as a means
measures, is useful to investors because it provides a basis for measuring the operating performance in the periods presented. These measures are used in the internal management of our business, along with the most directly comparable IFRS financial measures, in evaluating the operating performance. These measures may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles, and you should not consider such items as alternatives to net income (loss), operating income or any other performance measures derived in accordance with IFRS, and they may be different from similarly titled measures used by other companies.
3
03 02 04 05 01
4
leading multi-play communications and media provider in South-East Europe
market positions in Serbia, Croatia, Slovenia, Bosnia Herzegovina, Montenegro and, with the signing of the Vivacom acquisition, Bulgaria
services, attracted by better service and increased choice
growth in Pay-TV and broadband, that remains underpenetrated relative to other CEE and Western European markets
formats
experienced home-grown management team
23% 18% 4% 8% 11% 4% 25% 6% OTT Cable Pay-TV Media Broadband Internet DTH Pay-TV Telephony Fixed-line Mobile service Other revenues
Revenue* by category (LTM 9M 2019)
* External revenue (not including Inter-segment revenue)
5
2018
more than 100 successful acquisitions since 2000
and KKR, EBRD and by management
Europe
Outstanding track record of growth resulting from organic growth and acquisitions
2015 2016 LTM 9M 19 2017 L2QA* 9M 19 2018 €459m €377m €518m €636m €737m €725m CAGR +19%
Revenue
€261m 2018 2015 2016 2017 LTM 9M 19 L2QA* 9M 19 €161m €190m €223m €289m €297m CAGR +17%
Adjusted EBITDA
* As reported L2QA performance of United Group. ** Pro Forma L2QA Adjusted EBITDA includes adjustment for Tele2 acquisition and United Media 2018 acquisitions.
PF L2QA* 9M 19 €365m
6
across genres:
and innovation
3rd party content such as world class sports
(2015)
service reflected in:
high customer satisfaction scores
customer churn
approximately 10% per annum
7
03 02 04 05 01
8
2015 2017 2016 3.79m 2018 9M 2018* 9M 2019 2.85m 3.15m 3.61m 3.74m 3.87m CAGR +10% +4%
RGUs RGUs by service Successful record of upselling and cross-selling multi-play packages
1.17m 9M 2018* 9M 2019 1.16m +1% 9M 2018* 9M 2019 0.84m 0.81m +4% 9M 2018* 9M 2019 0.68m 0.62m +9% 9M 2018* 0.54m 0.50m 9M 2019 +7%
Cable Pay-TV Broadband internet Fixed-line telephony Mobile services DTH pay-TV OTT Other services
0.47m 9M 2018* 0.45m 9M 2019
0.12m 0.12m 9M 2018* 9M 2019
0.07m 9M 2018* 9M 2019 0.05m +37%
* 2018 restated – Following a change in RGU classification methodology at the start of 2019, 2018 figures have been restated to facilitate like-for-like comparison. As a result of the new approach, OTT users on our network are now classified as Cable and Cable services users on other networks, which are in turn reported under Other Services. Besides RGU and subscriber figures, this change also had an immaterial effect on ARPU. All 2018 operational figures are restated in line with the new approach.
9
Group Blended cable ARPU Blended cable ARPU by subgroup
€19.4 2016 €20.6 €18.3 2015 2017 2018 9M 2019 €22.1 €21.9 €22.7 9M 2018* CAGR +6% +3%
ARPU growth through up-sell, cross-sell and price increases
9M 2018* 9M 2019 €18.9 €19.5 +4% 9M 2018* €36.7 9M 2019 €35.6 +3%
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE
€19.7 9M 2018* 9M 2019 €21.0 +6% 9M 2019 9M 2018* €18.2 €17.5 +4%
* 2018 restated – Following a change in RGU classification methodology at the start of 2019, 2018 figures have been restated to facilitate like-for-like comparison. As a result of the new approach, OTT users on our network are now classified as Cable and Cable services users on other networks, which are in turn reported under Other Services. Besides RGU and subscriber figures, this change also had an immaterial effect on ARPU. All 2018 operational figures are restated in line with the new approach.
10
03 02 04 05 01
11
Revenue by subgroup (YTD 19)
€377m 2016 2015 2017 2018 9M 2019 LTM 9M 2019 9M 2018 €542m €459m €737m €518m €636m €440m +22% CAGR +19% +13% +23% +23%
Revenue
€179m 9M 2018 €170m 9M 2019 +5%
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE
Continued revenue growth across all subgroups
€163m 9M 2018 9M 2019 €171m +5% 9M 2018 9M 2019 €55m €51m +7% 9M 2018 9M 2019 €10m €11m +7% €112m 9M 2018 9M 2019 €200m +79%
United Media Other
€23m €33m 9M 2018 9M 2019
Drivers of revenue growth:
subscribers
NationalTV carriage fees
selling
acquired companies
12
Adjusted EBITDA and Adj. EBITDA margin Adjusted EBITDA by subgroup
100 0.06 300 200 0.04 400
0.02 0.00 L2QA €190m 9M 2018 2015 2017 2018 LTM 9M 2019 9M 2019 €161m €223m €261m €289m €297m €192m €221m 2016 CAGR +17% +15% 9M 2018 €85m €87m 9M 2019 +3% 9M 2018 9M 2019 €56m €53m +4% €17m 9M 2018 9M 2019 €19m +14%
Adjusted EBITDA margin decrease due to newly acquired media business
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Other
9M 2019 €3m 9M 2018 €2m +15% 9M 2019 9M 2018 €37m €60m +62% 9M 2018 €-2m 9M 2019 €-3m
+17% vs 2016 +17 % vs 2017
41% 43% 43% 41% 39% 44% 41% 41%
+18% vs 2016
Drivers of Adj. EBITDA growth:
subscribers
NationalTV carriage fees
media selling
acquired companies
13
Capex (as % of revenue)
2015 2017 2016 2018 LTM 9M 2019 9M 2019 9M 2018 €150m €133m €137m €185m €198m €131m €144m CAGR +7% +10%
Capex by subgroup
40%
9M 2018 €49m 9M 2019 €40m +21%
Majority of investments are related to purchase of new programming rights, customer premise equipment, network expansion, IP equipment and investment in mobile infrastructure
9M 2018 9M 2019 €44m €40m
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Other
9M 2018 €11m 9M 2019 €11m +2% 9M 2018 €3m 9M 2019 €4m
€40m 9M 2018 9M 2019 €31m +29% 9M 2018 €1m 9M 2019 €1m
29% 26% 29% 30% 27% 27%
Drivers of CAPEX growth:
investment in customer premises equipment
exclusive content
14
Cash conversion
2015 2017 9M 2018 LTM 9M 2019 2016 9M 2019 2018 €11m €57m €87m €92m €76m €61m €77m CAGR +90% +26%
Cash conversion by subgroup
€39m €45m 9M 2018 9M 2019
Cash conversion up on a YoY basis across all subgroups with the exception of SBB Serbia and Other
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Other
9M 2019 9M 2018 €15m €9m +63% €6m 9M 2018 9M 2019 €9m +34% €0m €-1m 9M 2018 9M 2019 +91% €19m 9M 2019 9M 2018 €6m +241% 9M 2018 €-3m 9M 2019 €-4m
* Adjusted EBITDA less CAPEX
15
* Annualized Adjusted Pro Forma EBITDA is calculated as two times Q2 2019 + Q3 2019 Adjusted EBITDA plus €4.2 million of expected synergies with Nova Croatia and €12.4 million of expected synergies with DM & PINK plus Tele2 annualized Q2 2019 + Q3 2019 Adjusted EBITDA (€51.6m)
Net debt Leverage
€-58m €1,753m €1,416m 9M 2018 €-56m 9M 2019 €1,358m €1,697m +25%
Cash**
H1 2019
Gross leverage Net leverage* 4.74x 4.64x
9M 2019
per PF L2QA EBITDA
Net leverage* 4.81x Gross leverage 4.65x
** Cash figure does not include transaction costs related to bond issuance and consideration for Tele2 *** Gross debt figure does not include transaction costs related to bond issuance
16
03 02 04 05 01
17
d.o.o.
enterprise value of €220m. The transaction is expected to close before the end of 2019 and is subject to regulatory approvals
Last twelve months mergers & acquisitions Mergers & Acquisitions (2014 – present)
Year Company Business Country
2019 Telecoms fixed 2019 Telecoms fixed 2018 Media 2018 Media 2018 Media 2018 BH OTT TV OTT Worldwide 2018 Kabel Group Telecoms fixed 2017 Media 2017 Telecoms fixed 2017 Media 2017 Media 2017 Telecoms fixed 2016 Telecoms fixed 2016 Telecoms fixed 2015 Telecoms fixed 2015 Telecoms mobile 2014 2015 Telecoms fixed 2014 Media 2014 Media 2014 Telecoms fixed 2014 OTT Worldwide
telecoms
in Bulgaria. The transaction is expected to close in the second quarter of 2020, subject to certain conditions including receipt of applicable antitrust approvals
18
leading position in mobile telephony, broadband and pay TV
mobile challenger, and has significantly outperformed its local competitors, as evidenced by increased market shares, and strong and growing operational and financial performance
to EBITDA growth and margin expansion to over 40%, and delivered even stronger cash conversion
* Source: Vivacom information
19
services and Bulsatcom offering DTH services
through 2017 (the three key operators are now of equal size and have shifted to a value for money strategy), while solidifying its presence in broadband and pay-tv by offering bundled services via its IPTV and fibre offering
* Source: Phora Capital
20
* Source: Bulgarian Central Bank, EIU, Oxford Economics, Bulgarian Ministry of Finance
Market-leading integrated telecom operator in Bulgaria Strong technical and commercial platform with own network Expansion to neighbouring EU country with strong macroeconomic fundamentals* Strong and accretive financial profile Significant potential for business optimisation and development by leveraging UG competences
TV, and fixed telephony offered to c.1.8m unique customers
growing, 3rd entrant in the market)
roll-out required)
have driven customer satisfaction (leading NPS in both fixed and mobile) and decreasing churn rates
generation of UG
and cross-selling to drive pricing optimisation and further improve financial performance
71.4m in 2018 following the acquisition of Telemach Slovenia
21
enforcement procedure pursued by lenders against the former shareholders
enforcement and sale of InterV Investment
claims in Luxembourg were initiated in July 2019 and are ongoing
and sale in 2016 which is unrelated to United Group and concern the shares of InterV Investment which are not the object of the United Group acquisition
by reputable financial advisors; the shareholder disputes are at a level above the level of the United Group acquisition and are fundamentally unrelated
22
03 02 04 05 01
23
SBB Serbia Telemach SLO Telemach BH Telemach MNE ARPU
9M 2018* 9M 2019 9M 2018* 9M 2019 9M 2018* 9M 2019 9M 2018* 9M 2019
Cable pay-TV €10.3 €10.5 €18.7 €19.1 €9.6 €10.5 €11.1 €11.3 Broadband internet €10.2 €10.6 €17.7 €18.3 €9.5 €9.8 €8.2 €8.2 Fixed-line telephony €4.1 €3.6 €3.4 €3.2 €7.4 €6.8 €3.2 €2.8 Mobile services
€10.8
€9.8 €10.6 €17.5 €18.4 €8.4 €9.3 €10.5 €11.9 Blended cable €18.9 €19.5 €35.6 €36.7 €19.7 €21.0 €17.5 €18.2
ARPU growth in 9M 2019 mainly from price increases, upselling and cross-selling
* 2018 restated – Following a change in RGU classification methodology at the start of 2019, 2018 figures have been restated to facilitate like-for-like comparison. As a result of the new approach, OTT users on our network are now classified as Cable and Cable services users on other networks, which are in turn reported under Other Services. Besides RGU and subscriber figures, this change also had an immaterial effect on ARPU. All 2018 operational figures are restated in line with the new approach.
24
Issuer United Group B.V. Listed International Stock Exchange (Guernsey) Governing Law State of New York Outstanding notes €575 million Coupon 4.375% Maturity 01-Jul-22 Coupon dates 15 January & 15 July Outstanding notes €525 million Coupon 4.875% Maturity 01-Jul-24 Coupon dates 15 January & 15 July Outstanding notes €550 million Coupon Three-month EURIBOR (subject to a zero floor) plus 4.125% Maturity 15-May-25 Coupon dates 15 February, 15 May, 15 August and 15 November United Group B.V. Senior Notes 2022 Fixed Rate Notes 2024 Fixed Rate Notes 2025 Floating Rate Notes
25
in €000 9M 2018 9M 2019 Revenue 439,965 541,753 Other income 13,170 7,520 Content costs (69,015) (89,347) Satellite capacity costs (3,615)
(30,884) (29,280) Material costs (32,715) (34,853) Staff costs (66,402) (79,404) Media buying (4,020) (28,413) Impairment loss on trade and other receivables, including contract assets (6,957) (5,390) Impairment loss on other financial assets
Other operating expenses (84,228) (86,557) IFRS EBITDA 155,299 196,012 Depreciation (71,251) (77,767) Depreciation (right-of-use assets)
Amortization of intangible assets (47,542) (59,321) Results from operating activities 36,506 45,350 Finance income 5,178 4,717 Finance costs (52,757) (64,923) Net finance costs (47,579) (60,206) Profit/(loss) before tax (11,073) (14,856) Income tax (expenses)/benefit 1,240 (4,810) Minority share Profit/(Loss) for the period (9,833) (19,666) Currency translation differences (2,183) 1,324 Other comprehensive income (loss) for the period (2,183) 1,324 Total comprehensive income (loss) for the period (12,016) (18,342) (Loss)/profit attributable to: Owners of the Company (12,016) (22,238) Non-controlling interests 2,183 2,572 (Loss)/profit for the period (9,833) (19,666) Total comprehensive (loss)/income attributable to: Owners of the Company (14,199) (20,914) Non-controlling interests 2,183 2,572 Total comprehensive (loss)/income for the period (12,016) (18,342)
26
in €000 9M 2018 9M 2019 Assets Property, plant and equipment 394,467 416,700 Goodwill 764,285 765,276 Intangible assets 307,333 296,798 Investment property 349 297 Right-of-use assets
Loans to related parties 30,000
9,738 7,526 Non current prepayments 172 134 Contract assets 4,649 5,598 Deferred costs 3,945 5,538 Deferred tax assets 9,210 3,757 Non-current assets 1,524,148 1,609,725 Inventories 24,615 21,508 Trade and other receivables 147,626 149,001 Short term loans receivables and deposits 4,837 7,681 Prepayments 35,424 32,842 Contract assets 16,102 23,009 Income tax receivables 7,417 8,445 Cash and cash equivalents 58,305 262,356 Current assets 294,326 504,842 Total assets 1,818,474 2,114,567
27
in €000 9M 2018 9M 2019 Equity Issued and fully paid share capital 125 125 Share premium 337,557 352,557 Capital reserves 19,636 54,468 Translation reserves (16,209) (13,718) Accumulated losses (deficit) (260,636) (368,358) Equity attributable to owners of the Company 80,473 25,074 Non-controlling interests 10,498 9,530 Total equity 90,971 34,604 Liabilities Loans and borrowings 57,404 71,403 Other financial liabilities 1,332,807 1,637,161 Long term liabilities 253 3,510 Long term provisions 23,005 21,512 Deferred income 4,437 3,621 Contract liabilities 2,064 1,877 Lease liabilities 970 91,266 Deferred tax liabilities 34,236 27,539 Employee benefits 596 618 Non-current liabilities 1,455,772 1,858,507 Trade and other payables 242,904 150,455 Current tax liabilities 7,082 8,698 Loans and borrowings 3,172 27,801 Deferred income 7,454 3,994 Contract liabilities 9,309 10,664 Lease liabilities 1,810 19,844 Current liabilities 271,731 221,456 Total liabilities 1,727,503 2,079,963 Total equity and liabilities 1,818,474 2,114,567
28
in €000 9M 2018 9M 2019 Cash flows from operating activities (Loss)/profit for the period (9,833) (19,666) Adjustments for: Depreciation 71,251 91,341 Amortization 47,542 59,321 Impairment of trade and other receivables 6,464 4,819 Impairment of contract assets 493 571 Impairment of other financial assets
Impairment of subscriber costs 991
904
Income tax (benefit)/expense (1,240) 4,810 Long term provisions (402) (1,183) Share based payment 19,635 21,659 Gain on sale of subsidiary (7,654)
47,579 60,206 Operating cash flows before WC changes 175,730 222,521 Changes in working capital: Trade and other receivables (5,535) 11,243 Deferred revenue (5,714) (3,527) Deferred cost (2,047) (1,153) Contract assets (9,819) (12,104) Contract liabilities 3,580 3,034 Employee benefits (43) (13) Inventories (1,147) 69 Prepayments (5,910) 2,794 Trade and other payables 35,188 (41,633) Cash generated from operating activities 184,283 181,231 Interest paid (56,463) (60,946) Income tax paid (4,704) (9,229) Net cash from operating activities 123,116 111,056 in €000 9M 2018 9M 2019 Cash flows from investing activities Acquisition of property, plant and equipment (93,794) (89,637) Acquisition of intangible assets (45,764) (51,245) Acquisition of subsidiaries, net of cash acquired (132,651) (52,769) Short term loans receivable and deposits inflows 207,756 (1,969) Change in other non-current financial assets 1,856 30,000 Other (outflows)/inflows
Net cash (used in)/provided by investing activities (62,597) (165,231) Cash flows from financing activities Proceeds from share premium
Proceeds from bond issue
Repayment of bond
Proceeds from borrowings 164,000 216,920 Repayment of borrowings (189,040) (190,834) Transaction costs related to loans and borrowings
Acquisition of non-controlling interest (3,799) (1,095) Repayment from lease liabilities (4,471) (15,754) Dividends paid (1,470) (51,764) Net cash (used in)/provided by financing activities (34,780) 273,100 Net increase in cash and cash equivalents 25,739 218,925 Cash and cash equivalents at 1 January 32,560 43,430 Effect of movements in exchange rate on cash in hands 6 1 Cash and cash equivalents at 30 September 58,305 262,356