FY 2019 Financial results presentation
29 April 2020
Strictly Confidential
FY 2019 Financial results presentation 29 April 2020 Strictly - - PowerPoint PPT Presentation
FY 2019 Financial results presentation 29 April 2020 Strictly Confidential Disclosure regarding forward-looking statements and the presentation of certain financial information This presentation contains forward-looking statements, which
29 April 2020
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 audited condensed financial information for Adria Midco B.V. and its subsidiaries for the twelve months ended December 31, 2019. The statement of financial position for Adria Midco B.V. and its subsidiaries as at 31 December 2019 and as at 31 December 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 twelve months periods then ended have been audited by our independent auditors in accordance with IFRS. 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 superior service and range
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% Broadband Internet Other revenues DTH Pay-TV Cable Pay-TV Telephony Fixed-line Mobile service OTT Media
Revenue* by category (FY 2019)
* External revenue (not including Inter-segment revenue)
5
2019
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
FY 2017 FY 2018 FY 2016 FY 2015 €756m FY 2019 €976m L2QA* FY 19 PF L2QA** FY 19 €377m €459m €518m €636m €742m CAGR +18%
Revenue
FY 2017 FY 2018 €161m FY 2015 FY 2016 FY 2019 L2QA* FY 19 €261m PF L2QA** FY 19 €190m €223m €295m €291m €361m CAGR +16%
Adjusted EBITDA
* As reported L2QA performance of United Group. ** Pro Forma L2QA Adjusted EBITDA includes adjustment for Tele2 acquisition and United Media 2018 acquisitions.
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
2018* 3.79m 3.15m 2015 2016 2017 2019 3.92m 2.85m 3.61m CAGR +8% +3%
RGUs RGUs by service Successful track record of up-selling and cross-selling multi-play packages
2018* 2019 1.17m 1.17m 0% 2018* 2019 0.82m 0.86m +4% 0.69m 0.64m 2018* 2019 +8% 2018* 2019 0.51m 0.55m +7%
Cable Pay-TV Broadband internet Fixed-line telephony Mobile services DTH pay-TV OTT Other services
0.45m 2018* 2019 0.46m
0.12m 0.12m 2018* 2019 +2% 2018* 2019 0.08m 0.06m +30%
* 2018 restated – Following a change in RGU classification methodology at the start of 2019, we have restated our 2018 figures to facilitate like-for-like comparison. As a result of this 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 presented herein have been restated in line with this new approach.
9
Group Blended cable ARPU Blended cable ARPU by subgroup
€18.3 2019 €19.4 2015 2016 2017 2018* €20.6 €22.0 €22.8 CAGR +6% +4%
ARPU growth through up-selling, cross-selling and price increases
2018* €19.0 2019 €19.7 +4% 2019 €35.6 2018* €36.7 +3%
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE
2018* 2019 €21.2 €19.9 +7% 2018* 2019 €17.6 €18.4 +4%
* 2018 restated – Following a change in RGU classification methodology at the start of 2019, we have restated our 2018 figures to facilitate like-for-like comparison. As a result of this 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 presented herein have been restated in line with this new approach.
10
03 02 04 05 01
11
Revenue by subgroup
FY 2018 FY 2017 FY 2016 FY 2015 €459m FY 2019 €742m €377m €518m €636m +22% +13% CAGR +18% +23% +17%
Revenue
€227m FY 2018 FY 2019 €239m +5%
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE
Continued revenue growth across all sub-groups
FY 2018 FY 2019 €221m €232m +5% FY 2018 FY 2019 €69m €74m +7% FY 2018 FY 2019 €14m €14m +3% FY 2018 FY 2019 €192m €282m +47%
United Media Other
€35m FY 2018 FY 2019 €47m
Drivers of revenue growth:
subscribers
NationalTV carriage fees
selling
acquired companies
12
Adjusted EBITDA and Adj. EBITDA margin Adjusted EBITDA by subgroup
0.04 400 100
0.06 200 300
0.00 0.02 FY 2016 €190m FY 2015 FY 2017 FY 2018 FY 2019 €161m €223m €261m €295m CAGR +16% +13% €117m FY 2018 FY 2019 €113m +3% FY 2018 FY 2019 €74m €71m +4% €26m €23m FY 2018 FY 2019 +13%
Operational efficiency and cost discipline key to maintaining stable EBITDA margins
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Other
€3m FY 2018 FY 2019 €3m 0% €80m FY 2019 FY 2018 €51m +56% FY 2019 FY 2018 €-5m €-2m
+17% vs 2016 +17 % vs 2017
41% 43% 43% 41% 40%
+18% vs 2015
Drivers of Adj. EBITDA growth:
footprint subscribers
NationalTV carriage fees
media selling
acquired companies
13
Capex (as % of revenue)
FY 2016 €137m FY 2015 FY 2017 FY 2018 FY 2019 €150m €133m €185m €188m +2%
Capex by subgroup
FY 2018 FY 2019 €66m €61m +7%
Majority of investments related to fixed and mobile networks, customer premises equipment and own and exclusive content
FY 2019 FY 2018 €53m €57m
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Other
FY 2019 FY 2018 €14m €15m
FY 2018 €5m FY 2019 €4m
FY 2019 FY 2018 €49m €44m +11% FY 2018 €2m FY 2019 €2m
26%
Drivers of CAPEX growth:
equipment
exclusive content
29% 40% 29% 25%
14
Cash conversion
FY 2019 FY 2015 FY 2016 FY 2018 FY 2017 €107m €11m €57m €87m €76m CAGR +76% +42%
Cash conversion by subgroup
FY 2018 FY 2019 €51m €52m
Profitable growth and Capex management resulted in strong growth of Cash conversion
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Other
FY 2018 FY 2019 €21m €14m +48% FY 2018 €9m FY 2019 €12m +44% €-2m FY 2018 FY 2019 €-1m +58% FY 2018 FY 2019 €7m €31m +335% FY 2019 €-7m FY 2018 €-4m
* Adjusted EBITDA less CAPEX
15
* Annualized Adjusted Pro Forma EBITDA is calculated as two times Q3 2019 + Q4 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 Q3 2019 + Q4 2019 Adjusted EBITDA (€53.5 million)
Net debt Leverage
€1,745m €1,428m €-43m FY 2018 €-47m FY 2019 €1,385m €1,699m +23%
Cash**
5.04x Gross leverage Net leverage* 4.88x
FY 2018
Gross leverage 4.71x Net leverage* 4.84x
** Cash figure does not include transaction costs related to bond issuance and consideration for Tele2 *** Gross debt figure does not include transaction costs and redemption fee related to bond issuance
FY 2019
Using FY2019 data for Vivacom, as provided by the company, the management estimates that Net Leverage would have amounted to 4,86x should Vivacom acquisition be completed on year-end 2019.
16
across the globe, causing disruptions to businesses and economic activity. In the countries of the Group’s operations, COVID- 19 pandemic was generally announce mid-March 2020.
spread of the virus and hopefully minimizing the number of fatalities. The Group has reacted swiftly and adhered to all instructions issued by the authorities, with main priority of health and safety of employees and continuous provision of service.
utmost to continue operations as the situation evolves.
profitability and cash flow in Q1 2020 as fairly minimal.
revenues is estimated (2-3% comparing to previous year). Revenue streams most likely affected are advertising, media selling, mobile handsets sales and mobile international roaming revenues. The management expects to be able to mitigate revenues shortfall by cost optimisation to still record a slight organic EBITDA growth for the year 2020 comparing to previous
without hindering the Group’s ability for future growth and quality of services provided.
inorganic growth of the reported operational and financial performance of the Group in 2020. Impact of COVID-19 on the acquired companies is currently estimated to be similar to that of the Group’s existing telco operations. The expected PF contribution of the acquired companies has not materially changed given the crisis.
17
03 02 04 05 01
18
in Bulgaria. The transaction is expected to close in the second quarter
Ongoing Mergers & Acquisitions Completed Mergers & Acquisitions
Year Company Business Country
2020 Telecoms mobile 2020 I.R.V. d.o.o. Media 2019 Telecoms fixed 2019 Telecoms fixed 2019 Telecoms fixed 2018 Media 2018 Media 2018 Media 2018 BH OTT TV OTT Worldwide 2018 Kabel Group Telecoms fixed 2018 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
19
03 02 04 05 01
20
SBB Serbia Telemach SLO Telemach BH Telemach MNE ARPU
2018* 2019 2018* 2019 2018* 2019 2018* 2019
Cable pay-TV €10.3 €10.5 €18.6 €19.0 €9.7 €10.6 €11.1 €11.4 Broadband internet €10.3 €10.7 €17.7 €18.3 €9.6 €9.9 €8.3 €8.2 Fixed-line telephony €4.0 €3.6 €3.4 €3.2 €7.4 €6.8 €3.3 €2.8 Mobile services
€10.8
€9.8 €10.6 €17.4 €18.4 €8.5 €9.5 €10.7 €11.8 Blended cable €19.0 €19.7 €35.6 €36.7 €19.9 €21.2 €17.6 €18.4
ARPU growth in 2019 mainly from price increases, up-selling and cross-selling
* 2018 restated – Following a change in RGU classification methodology at the start of 2019, we have restated our 2018 figures to facilitate like-for-like comparison. As a result of this 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 presented herein have been restated in line with this new approach.
21
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
22
in €000 12M 2018 12M 2019 Revenue 635,627 741,812 Other income 15,329 8,914 Content costs (103,274) (124,212) Satellite capacity costs (4,718)
(41,054) (38,151) Cost of end-user equipment and other material cost (45,623) (50,269) Staff costs (99,011) (102,108) Media buying (20,020) (39,681) Impairment loss on goodwill (9,255)
(12,563) (11,140) Impairment loss on other financial assets (2,563) (7,036) Other operating expenses (124,041) (119,402) IFRS EBITDA 188,834 258,727 Depreciation (99,642) (106,828) Depreciation (right-of-use assets)
Amortization of intangible assets (68,483) (82,280) Results from operating activities 20,709 51,647 Finance income 7,343 4,221 Finance costs (71,005) (108,490) Net finance costs (63,662) (104,269) Profit/(loss) before tax (42,953) (52,622) Income tax (expenses)/benefit (3,046) (7,414) Minority share Profit/(Loss) for the period (45,999) (60,036) Other comprehensive loss Items that are or may be reclassified subsequently to profit and loss Currency translation differences (1,016) 339 Other comprehensive loss (income) for the period (1,016) 339 Total comprehensive loss (income) for the period (47,015) (59,697) (Loss)/profit attributable to: Owners of the Company (48,279) (64,163) Non-controlling interests 2,280 4,127 (Loss)/profit for the period (45,999) (60,036) Total comprehensive (loss)/income attributable to: Owners of the Company (49,295) (63,824) Non-controlling interests 2,280 4,127 Total comprehensive (loss)/income for the period (47,015) (59,697)
23
in €000 12M 2018 12M 2019 Assets Property, plant and equipment 401,405 419,175 Goodwill 761,335 766,348 Intangible assets 304,257 288,342 Investment property 336 285 Right-of-use assets
Loans to related parties 30,000 5,980 Other financial assets 7,373 1,013 Non-current prepayments 161 327 Contract assets 4,148 5,513 Deferred costs 4,385 181 Deferred tax assets 4,156 4,251 Non-current assets 1,517,556 1,600,889 Inventories 22,172 19,138 Trade and other receivables 163,722 154,794 Short term loans receivables and deposits 5,711 8,115 Prepayments 35,609 34,570 Contract assets 12,926 22,614 Income tax receivables 7,480 9,014 Cash and cash equivalents 43,430 250,058 Current assets 291,050 498,303 Total assets 1,808,606 2,099,192
24
in €000 12M 2018 12M 2019 Equity Issued and fully paid share capital 125 125 Share premium 337,557 352,557 Capital reserves 32,809 54,468 Translation reserves (15,042) (12,475) Accumulated losses (296,887) (411,577) Equity attributable to owners of the Company 58,562
Non-controlling interests 10,584 10,138 Total equity 69,146
Liabilities Loans and borrowings 69,902 68,206 Other financial liabilities - bonds 1,333,867 1,654,900 Long term liabilities 3,568 2,873 Long term provisions 24,652 24,054 Deferred operating lease income 3,859 4,383 Contract liabilities 2,065 1,859 Lease liabilities 1,006 87,260 Deferred tax liabilities 29,957 27,125 Employee benefits 631 794 Non-current liabilities 1,469,507 1,871,454 Trade and other payables 240,560 165,946 Current tax liabilities 10,516 9,762 Loans and borrowings 3,031 24,095 Deferred operating lease income 7,283 5,055 Contract liabilities 7,442 9,836 Lease liabilities 1,121 19,808 Current liabilities 269,953 234,502 Total liabilities 1,739,460 2,105,956 Total equity and liabilities 1,808,606 2,099,192
25
in €000 12M 2018 12M 2019 Cash flows from operating activities (Loss)/profit for the period (45,999) (60,036) Adjustments for:
99,642 124,800 Amortization 68,483 82,280 Impairment of trade and other receivables 12,007 10,411 Impairment of contract assets 556 729 Impairment of other financial assets 2,563 7,036 Impairment loss on goodwill 9,255
1,321 325 Impairment of property, plant and equipment
Impairment of inventories 1,023 1,161 Income tax (benefit)/expense 3,046 7,414 Long term provisions 764 (2,129) Share based payment 32,809 21,659 Gain on sale of subsidiary (7,654)
63,662 104,269 Operating cash flows before WC changes 241,478 299,128 Changes in: Trade and other receivables (21,960) (2,177) Deferred revenue (5,954) (1,704) Deferred cost (2,487) (123) Contract assets (5,120) (11,782) Contract liabilities 3,665 2,188 Employee benefits (8) 163 Inventories 273 1,904 Prepayments (6,084) (2,342) Trade and other payables 30,589 (44,147) Cash generated from operations 234,392 241,108 Interest paid (62,164) (67,093) Income tax paid (6,791) (11,394) Net cash from operating activities 165,437 162,621 in €000 12M 2018 12M 2019 Cash flows from investing activities Acquisition of property, plant and equipment (130,081) (119,803) Acquisition of intangible assets (65,247) (65,834) Acquisition of subsidiaries, net of cash acquired (137,499) (53,825) Short term loans receivable and deposits granted 205,000
(1,118) (2,404) Cash inflow other non-current financial assets
Cash outflow other non-current financial assets
Other (outflows)/inflows (390) 69 Net cash used in by investing activities (129,335) (216,597) Cash flows from financing activities Proceeds from share premium
Proceeds from bond issue
Repayment of bond
Proceeds from borrowings 204,400 226,920 Repayment of borrowings (217,243) (207,833) Transaction costs related to loans and borrowings
Acquisition of non-controlling interest (3,799) (1,108) Repayment of derivate (1,546) 771 Repayment from lease liabilities (2018: Repayment of finance lease liabilities) (5,583) (20,810) Dividends paid (1,470) (51,764) Net cash from financing activities (25,241) 260,603 Net increase in cash and cash equivalents 10,861 206,627 Cash and cash equivalents at 1 January 32,560 43,430 Effect of movements in exchange rate on cash in hands 9 1 Cash and cash equivalents at 31 December 43,430 250,058