United Group BO FY 2015 financial results presentation 28 April - - PowerPoint PPT Presentation
United Group BO FY 2015 financial results presentation 28 April - - PowerPoint PPT Presentation
United Group BO FY 2015 financial results presentation 28 April 2016 Disclosure Regarding Forward-Looking Statements and the Presentation of Certain Financial Information This presentation contains forward-looking statements, which include all
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
- nly 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
- f such statements are based.
This presentation contains summary audited financial information for Adria Midco B.V. and its subsidiaries for the twelve months ended December 31, 2015, unless another source, such as management accounts, is specifically mentioned. In addition, this presentation contains summary unaudited pro forma condensed combined financial information for Adria Midco B.V. and its subsidiaries for the twelve months ended December 31, 2014, which represents the arithmetical addition of the financial information of Adria Midco B.V. for the twelve months ended December 31, 2014 (which includes the financial results of Slovenia Broadband S.à r.l. and its subsidiaries from March 1, 2014) and the financial information of Slovenia Broadband S.à r.l. for the two months ended February 28, 2014, after applying certain intercompany eliminations and making certain pro forma adjustments to give effect to the acquisition by United Group B.V. of Slovenia Broadband S.à r.l. and its subsidiaries on March 6, 2014, as though it had occurred on January 1, 2014. The unaudited pro forma financial information for Adria Midco B.V. and its consolidated subsidiaries is presented for informational purposes only and is not intended to represent or be indicative of the results of operations or financial position that we would have reported had the acquisition by United Group B.V.
- f Slovenia Broadband S.à.r.l. and its subsidiaries been completed as of the dates and for the periods presented herein and should not be taken as
representative of our results of operations or financial condition following the completion of such transaction. 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 of evaluating a company’s
- perating performance and financing structure. Our management believes this information, along with comparable IFRS 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.
Disclosure Regarding Forward-Looking Statements and the Presentation of Certain Financial Information
3
Highlights Financial review Mergers & Acquisitions
Agenda
Introduction Operational review Appendices
4
Introduction to United Group
- South-East Europe’s leading provider of pay-TV and broadband
services, with a strong presence in mobile telephony following the Tušmobil acquisition
- 2.85 million cable and satellite TV, broadband, fixed-line and mobile
RGUs across the six countries of former Yugoslavia
- Operating in a market characterised by rapidly growing pay-TV and
broadband that is currently underpenetrated relative to other CEE and Western European markets
- Broad reach via cable and direct-to-home platforms across the
region, and ethnically targeted
- ver-the-top
content platforms internationally
- Reputation for providing the most attractive content in our respective
markets, available across all devices and formats
- Group strategy leverages established proven strengths
–
extensive network,
–
differentiated content offerings, and
–
loyal customer base to further strengthen market leadership in the region and to target the region’s expat community with best in class local content delivered through the internet
- Owned by funds affiliated with KKR, EBRD and the management
2020 Senior Notes
Issuer United Group B.V. Listed GEM, Irish Stock Exchange Governing Law State of New York Outstanding notes €625 million Coupon 7.875% Maturity 15 November 2020 Coupon dates 15 November & 15 May
5
Highlights Financial review Mergers & Acquisitions
Agenda
Introduction Operational review Appendices
6
FY 2015: operational highlights
** Comparability vs. FY 2014 is affected by the reclassification of B2B cable subscribers at SBB, from unique cable subscribers to “Other” subscribers, in line with Group policy as of 2015. Excluding this effect, the figure would have been 937k vs. 815k in FY 2014. The significant increase in mobile subscribers is due to the Tušmobil acquisition
- Healthy year-on-year RGU growth
- Across all services
- Driven predominantly by increased multi-
play subscribers and acquisitions
- Homes passed up by 4% to 1,495k YoY due to
- Expansion of and investment in our network
- Acquisition
- f
6 entities in Bosnia and Herzegovina
- Growth partly offset by elimination of double
counted homes passed in Serbia in 2015
- Blended cable ARPU up by 2% to €18.3 YoY as a result
- f
- Successful execution of our strategy aimed at
selling more services to our cable subscribers
- Increased
revenue from cable network-based services
- Migration
from lower-priced to higher-priced service packages
- Blended ARPU growth dampened by one time
negative effect of BiH acquisitions, which had lower blended ARPU than existing BiH operations 815 432 87 468 250 14 60 920 474 107 558 343 331 116 Cable pay- TV DTH pay- TV OTT Broadband internet Fixed -line telephony Mobile services Other services
RGUs by service (k)**
FY 2014 FY 2015 +13% +10% +23% +19% +37% +94% 2334%
1,436 1,495 FY 2014 FY 2015
Homes passed (k)
+4%
17.9 18.3
FY 2014 FY 2015
Blended cable ARPU (€)
+2%
7
FY 2015: financial highlights
- Revenues up 33% YoY to €377.3 million as a result of
- Organic growth and acquisitions
- Growing number of RGUs
- Price increases
- Adjusted EBITDA up 21% YoY to €161.0 million
- EBITDA growth lower than revenue growth due to inclusion of
mobile business in Slovenia with lower margins than cable business
- Net leverage* up to 3.97x from 3.93x
- Additional €150 million of debt issued in April 2015 by tapping the
high yield bond with the interest rate of 7.875%
- Leverage increase due to interest payment for the bond in
November 2015
* Annualised Last Two Quarter Adjusted Pro Forma EBITDA is calculated as two times the amount of Consolidated Adjusted Pro Forma L2Q EBITDA
283.7 377.3
FY 2014 FY 2015
Revenues (€ m)
+33% 133.5 161.0
FY 2014 FY 2015
Adjusted EBITDA (€ m)
+21% NB: FY 2015 financials are based on audited IFRS results (except for adjusted EBITDA), while quarterly results are based on management data. The pro-forma FY 2014 income statement include 12 months of UG results and 2 months results
- f Slovenia Broadband (for the period ended 28 February 2014).
4.05x 4.06x 3.93x 3.97x FY 2014 FY 2015
Leverage
Gross leverage Net leverage
8
Highlights Financial review Mergers & Acquisitions
Agenda
Introduction Operational review Appendices
9
SBB Serbia
- Decrease of 5% following elimination
- f network overlap between SBB and
KDS in Novi Sad after the merger of the two companies Telemach Slovenia
- Organic increase against FY 2014,
with 3k additional homes passed Telemach BiH
- Increase
- f
53% due to the acquisition of 6 cable operators in July 2015
Homes passed across key markets Key developments
Network expansion
892 844 301 304 198 302 FY 2014 FY 2015 FY 2014 FY 2015 FY 2014 FY 2015 SBB Serbia Telemach Slovenia Telemach BH
Homes passed (k)
- 5%
+1% +53%
10
RGUs vs. Unique cable subscribers Key developments
Increasing subscribers and RGUs
- Increasing
cable subscribers as a result of organic network growth and acquisitions
- Faster growth in RGUs per unique
cable subscriber driving
- verall
performance
SBB Serbia & Telemach BiH
- Start of telephony liberalization and
cross-selling of multi-play offers to 1- Play subscribers
- Acquisition
- f
6 entities in Bosnia attributed with 144k RGUs and lower RGU/sub ratio
Telemach Slovenia
- Cross-selling of 3-Play offers to 1-Play
subscribers
- Mobile offering to provide further boost
- Upgrading
existing customers to premium products
- Acquisition of Tušmobil attributed with
310k RGUs Our 920k** unique cable subscribers order on average between 1.7x and 2.5x different services
** Comparability vs. FY 2014 is affected by the reclassification of B2B cable subscribers at SBB, from unique cable subscribers to “Other” subscribers, in line with Group policy as of 2015. Excluding this effect, the figure would have been 937k vs. 815k in FY 2014.
815 920 FY 2014 FY 2015
Unique cable subs (k)
+13%
2,125 2,850 FY 2014 FY 2015
RGUs (k)
+34% Cable RGUs vs. Unique cable subscribers FY 2014 FY 2015 SBB Serbia 1.7x 1.8x Telemach Slovenia 2.5x 2.5x Telemach BH 1.9x 1.9x
11
RGUs by service Key developments
Increasing RGUs
Healthy YoY RGU growth across all services
DTH pay-TV RGUs increased by 10% compared to FY 2014 due to higher RGUs and lower churn rate
OTT RGUs increased by 23% mainly driven by organic growth
Fixed line telephony RGUs up 37% YoY due to continued growth following the introduction of this service at SBB in April 2014
Mobile services – the largest contributor to the total increase in RGUs due to the acquisition of 310k of Tušmobil mobile subscibers and additional organic growth
Other service RGUs increased by 94% mostly due to re-categorisation of B2B subscribers and organic growth
** Following theTušmobil acquisition mobile service RGUs are no longer reported under
Other services due to their increased importance.
815 432 87 468 250 14 60 920 474 107 558 343 331 116 Cable pay- TV DTH pay-TV OTT Broadband internet Fixed -line telephony Mobile services Other services
RGUs by service (k)**
FY 2014 FY 2015 +13% +10% +23% +19% +37% +94% 2334%
12
Group
- Blended cable ARPU up 2% to €18.3 in FY
2015 as a result of positive trends across all
- f our markets
SBB Serbia
- Key drivers included migration to multi-play
packages Telemach Slovenia
- Growth in multi-play subscribers
- Price increase positively affected pay-TV
and internet revenues Telemach BiH
- Growth in subscribers for multi-play offering
- Increase in revenue from internet and fixed-
line telephony services
- Growth dampened by the acquisition of six
companies with lower blended ARPU
Blended cable ARPU Key developments
ARPU development
in € FY 2014 FY 2015 FY 2014 FY 2015 FY 2014 FY 2015 Cable pay-TV 8.0 8.1 16.5 16.8 7.4 7.4 Broadband internet 10.7 9.8 15.8 15.7 9.4 8.5 Fixed-line telephony 5.9 5.3 4.7 3.8 11.4 10.5 Blended cable ARPU 13.7 14.6 30.8 31.1 15.0 15.3 SBB Serbia Telemach Slovenia Telemach BH
13.7 14.6 30.8 31.1 15.0 15.3 FY 2014 FY 2015 FY 2014 FY 2015 FY 2014 FY 2015 SBB Serbia Telemach Slovenia Telemach BH
Blended cable ARPU per segment (€)
+6% +1% +2%
13
Key drivers
A comprehensive pay-TV package through content
- wnership and strategic partnerships
- Market leadership underpinned by ability
to offer the region’s most popular sports channels
- Continued enhancement in attractiveness
- f sports rights portfolio – recently added
ABA League (popular regional basketball league)
- Ownership of popular children’s
entertainment channels across markets
Critical for attractiveness of package for families
- Ownership of attractive local content,
complemented by long term strategic partnerships with international entertainment brands
- “Partner of choice” in the region for
content providers
14
Highlights Financial review Mergers & Acquisitions
Agenda
Introduction Operational review Appendices
15
Revenue development FY 2015 Key drivers
Revenue development by segment
Group
- FY 2015 revenues up 33% YoY to €377.3 million
driven by growing RGUs, overall increase in ARPU,
- rganic growth and acquisitions
SBB Serbia
- Results affected by accounting change with revenues
booked on gross principle since 1 January 2015, no effect on United Group results
- Reported revenues up by 15% to €162.3 million YoY
Telemach Slovenia
- Revenue up by 68% to €138.3 million
- Acquisition of Tušmobil in April 2015
- Price increase implemented as of April 2014
- Increase in the number of multi-play subscribers
Telemach BH
- Revenue up by 44% to €32.2 million
- Acquisition of 6 entities in July 2015
- Realization of synergies from past acquisitions
- Growth of internet and fixed-line telephony segments
United Media
- Increase of 4% due to price increase per subscriber
Other Businesses
- Revenue growth of 55% YoY as a result of Solford
acquisition of Bosna TV and acquisition of Telemach Podgorica
283.7 377.3 FY 2014 FY 2015
Revenue (€ m)
+33% 141.4 82.4 22.4 26.5 11.0 162.3 138.3 32.2 27.5 17.0 SBB Serbia Telemach Slovenia Telemach BH United Media Group Other Businesses w/o IC
Revenue by segment (€ m) *
FY 2014 FY 2015 +44% +4% +15% +68% +55%
* Revenue by segment excludes inter-company revenues
16
Key drivers
Adjusted EBITDA development
Group
- Adjusted EBITDA up by 21% to €161.0 million
YoY as a result of:
- Increased revenues and cost discipline
and successful integration of acquired companies
- Acquisition of Tušmobil and 6 Bosnian
entities
SBB Serbia
- Increase of 14% YoY driven by RGU growth
Telemach Slovenia
- Increase of 27% compared to FY 2014 due to
- rganic growth and acquisition of Tušmobil
Telemach BiH
- EBITDA
growth
- f
43% YoY driven by acquisition of 6 entities, higher revenue and lower operating expenses
United Media
- Higher
revenue and acquisitions
- f
Grand Productions and Orlando Kids among key drivers of EBITDA growth
Other Businesses
- EBITDA growth of 44% YoY due to Solford
acquisition
- f
Bosna TV and acquisition
- f
Telemach Podgorica
Adjusted EBITDA development FY 2015
133.5 161.0 FY 2014 FY 2015
Adjusted EBITDA (€ m)
+21% 62.7 42.2 10.5 13.8 4.2 71.8 53.4 15.0 14.8 6.1 SBB Serbia Telemach Slovenia Telemach BH United Media Group Other Businesses w/o IC
Adjusted EBITDA by segment (€ m) *
FY 2014 FY 2015 +43% +7% +14% +27% +44%
* Adjusted EBITDA by segment based on Management Accounts for ilustrative purposes only
17
Capital expenditures
CAPEX development* Key drivers
Group
- Capex growth as result of network expansion,
acquisition of Tušmobil and Bosnian entities and investment in SWAP MPEG 4 project in DTH countries
- Acquisition of new headquarters in Slovenia
- Capex is expected not to exceed depreciation
levels in the long-term
SBB Serbia
- FY 2015 Capex impacted by investment in
SWAP MPEG 4 project in DTH countries
Telemach Slovenia
- Higher capex mainly driven by additional
Capex from Tušmobil in 4G network and the acquisition of headquarters building
Telemach BiH
- Similar rate of network expansion as in FY
2014 United Media
- Higher Capex due to variations in timing of
content investments Other businesses
- Decrease due to acquisition of Bosna TV in
2014 (asset deal)
87.2 149.9 FY 2014 FY 2015
Group CAPEX (€ m)
+72%
40.9 22.2 7.6 13.1 3.3 69.0 50.4 12.9 15.4 2.1 SBB Serbia Telemach Slovenia Telemach BH United Media Group Other Businesses w/o IC
Capex by segment (€ m)
FY 2014 FY 2015 +70% +18% +69% +126%
- 35%
* Capex data incl. capitalized inventory for both FY 2015 and FY 2014
18
Adjusted EBITDA-CAPEX and leverage development
Key drivers
- Adjusted EBITDA-Capex down due to
- ne off Capex in 2015
- Growth in capex mainly at Telemach
Slovenia, resulting from investments in 4G network and new company headquarters
- Higher capex at SBB due to MPEG 4
swap project
- Higher leverage due to interest
payment in November 2015
- Annualised Last Two Quarter Adjusted
Pro Forma EBITDA is calculated as two times the amount of Consolidated Adjusted Pro Forma L2Q EBITDA
Leverage Adjusted EBITDA-CAPEX
46.3 11.1 FY 2014 FY 2015
Adjusted EBITDA - CAPEX (EUR m)
- 76%
4.05x 4.06x 3.93x 3.97x FY 2014 FY 2015 Gross leverage Net leverage
19
Highlights Financial review Appendices
Agenda
Introduction Operational review Mergers & Acquisitions
20
Mergers & Acquisitions
- Acquisitions of Orlando Kids, Broadband Montenegro and Grand Productions completed in Q4 2014 and
successfully integrated into Media segment during Q1 2015
- Acquisition of Slovenian mobile operator Tušmobil completed in April 2015
- EUnet acquisition closed in May 2015
EUnet develops and implements Cloud technology and provides design and consulting services in Serbia Initial cash consideration of €600 thousand with additional earn-out amounts subject to certain EBITDA targets being met by the target company
- In July 2015, we completed the acquisition of a majority interest in BHB Cable TV d.o.o, a cable pay-TV
- perator in Bosnia and Herzegovina, and five relatively small cable TV operators in Bosnia and
- Herzegovina. The consideration for these acquisitions consists of an initial cash consideration of €20
million, and an additional €10 million which has been deposited in an escrow account and will be paid out provided certain conditions are met in following 12 months
- In October 2015 we signed an SPA for the acquisition of M-Kabl, a cable operator in Montenegro with 20k
subscribers, for a total consideration of €12 million
- In Q1 2016 we signed an SPA for the acquisition of Maxtel, a Dark fibre B2B operator in Slovenia, for a
total consideration of €4 million.
- The Group continually monitors M&A opportunities and is currently in early stages of evaluating multiple
potential opportunities
- In line with its stated strategy, the Group is looking for acquisitions that are value accretive and offer
substantial synergies with the Group’s existing operations
21
Highlights Financial review Appendices
Agenda
Introduction Operational review Mergers & Acquisitions
22
Comprehensive Income Data
in €000 FY 2014 FY 2015 Revenue 283,696 377,325 Other income 6,255 5,979 Content cost (56,854) (60,017) Satellite capacity cost (7,309) (7,561) Internet and other link cost (11,800) (28,834) Materials cost (6,792) (10,416) Staff costs (28,611) (42,780) Other operating expenses (91,187) (92,317) IFRS EBITDA 87,397 141,379 Depreciation (49,518) (65,792) Amortisation of intangible assets (28,430) (41,272) Results from operating activities 9,449 34,315 Finance income 6,692 147 Finance costs (81,122) (59,864) Net finance costs (74,429) (59,717) Profit/(loss) before tax (64,981) (25,402) Income tax (expenses)/benefit (109) (1,575) Profit/(Loss) for the period (65,090) (26,977)
23
Historical Balance Sheet Data
in €000 FY 2014 FY 2015 Assets Property, plant and equipment 232,835 323,991 Goodwill 623,279 649,094 Intangible assets 197,661 253,346 Investment property 635 485 Deferred costs 767 Other financial assets 405 5,987 Deferred tax assets 5,456 7,850 Long term loans 2,049 Long term investments Non-current assets 1,060,270 1,243,569 Programming rights held for sale 22 Inventories 3,581 6,217 Trade and other receivables 53,092 77,145 Short term loan receivables 727 6,138 Receivables from government Prepayments 19,173 19,704 Income tax receivable 2,782 1,728 Cash and cash equivalents 16,182 15,126 Other current assets Current assets 95,559 126,058 Total assets 1,155,829 1,369,627
24
Historical Balance Sheet Data
Equity Issued and fully paid share capital 125 125 Share premium 564,592 564,592 Preferred equity Contributions by the owner 26,000 Translation reserves (8,488) (14,188) Accumulated losses (78,905) (105,296) Equity attributable to owners of the Company 477,324 471,233 Non-controlling interests 12,513 13,295 Total equity 489,837 484,528 Liabilities Loans and borrowings 46,845 64,960 Bond loan 465,580 619,988 Long term liabilities 3,520 Long term provisions 995 876 Deferred revenue 7,620 6,044 Finance lease liabilities 10,103 11,194 Deferred tax liabilities 32,117 32,014 Employee benefits 818 534 Non-current liabilities 564,078 739,130 Trade and other payables 81,083 122,570 Interest payable Current tax liabilities 1,349 350 Loans and borrowings 6,303 1,627 Deferred revenue 5,550 8,190 Finance lease liabilities 7,630 13,232 Current liabilities 101,914 145,969 Total liabilities 665,992 885,099 Total equity and liabilities 1,155,829 1,369,627
25
Consolidated Statement of Cash Flows Information
* Cash flow information for FY 2014 has been derived from the audited financial statements of Adria Midco B.V. as of and for the twelve months ended December 31, 2014, which does not reflect cash flow information for Slovenia Broadband s.a.r.l. and its subsidiaries for the two months ended February 28, 2014
in €000 FY 2014 FY 2015 Cash flows from operating activities Profit/(Loss) for the year (70,337) (26,977) Adjustments for: Depreciation 41,677 65,792 Amortisation 23,669 41,272 Impairment of trade and other receivables 2,245 5,325 Impairment of prepayments 714 Impairment of property, plant and equipment 2,403 2,736 Impairment of other financial assets 285 Provision for legal cases 3,181 Tax (income)/expense (388) 1,575 Employee benefits (744) Net finance cost 68,957 58,685 Operating cash flows before WC changes 68,511 151,558 Changes in working capital: Trade and other receivables (9,773) (13,986) Deferred revenue (822) 558 Deferred cost (767) Inventories 1,213 (1,246) Programming rights 3,227
- Prepayments
(1,766) 668 Trade and other payables (19,893) 6,436 Cash generated from operations 40,697 143,222 Interest paid (38,586) (53,415) Income tax paid (1,869) (1,684) Net cash from operating activities 242 88,122 Cash flows from investing activities Purchase of property, plant and equipment (64,398) (120,395) Purchase of intangible assets (11,358) (29,449) Change in short term loan receivables 2,712 (5,411) Change in other non-current financial assets 5,937 919 Acquisition of subsidiaries, net of cash acquired (555,965) (65,149) Acquisition of NCI (584) Net cash used in investing activities (623,072) (220,069) Cash flows from financing activities Proceeds from bond issue 159,750 Proceeds from borrowings 61,985 161,483 Repayment of borrowings (315,058) (186,891) Transaction costs related to loans and borrowings (6,421) (6,344) Proceeds from finance lease 16,724 16,726 Repayment of finance lease (6,735) (13,833) Capital increase 418,267 Net cash used in financing activities 168,762 130,891 Net increase in cash and cash equivalents (454,068) (1,056) Cash and cash equivalents at 1 January 470,250 16,182 Cash at ESCROW account as at 31.12.2013 Effects of movements in exchange rates on cash held Cash and cash equivalents at end of period 16,182 15,126