United Group BO H1 2017 financial results presentation 29 August - - PowerPoint PPT Presentation
United Group BO H1 2017 financial results presentation 29 August - - PowerPoint PPT Presentation
United Group BO H1 2017 financial results presentation 29 August 2017 Disclosure regarding forward-looking statements and the presentation of certain financial information This presentation contains forward-looking statements, which include
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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 unaudited condensed financial information for Adria Midco B.V. and its subsidiaries for the six months ended June 30,
- 2017. The statement of financial position for Adria Midco B.V. and its subsidiaries as at 30 June 2017 and as at 30 June 2016, 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 six months periods then ended have been reviewed by our independent auditors in accordance with the International Standard on Review Engagements 2410 and have been prepared in accordance with IFRS. Data for the six months ended June 30, 2016 has been restated in this Presentation as this data in the H1 2016 presentation was based on management results and not reviewed by our auditors for the H1 2016 presentation. 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
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Highlights Financial review Mergers & Acquisitions
Agenda
Introduction Operational review Appendices
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Introduction to United Group
- South-East
Europe’s leading provider
- f
pay-TV and broadband services, with a strong presence in mobile telephony following the Tušmobil acquisition
- 3.43 million cable and satellite TV, broadband, fixed-line and
mobile RGUs across the six countries of former Yugoslavia
- Operating in a market characterized by 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 over-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
* On July 30, 2017, we had in place a €750 million bond that was issued under the 2013 indenture. These notes were redeemed in full on July 27, 2017 (€817.5 million paid, including accrued and unpaid interest plus redemption costs). In addition, all outstanding borrowings under the RCF dated November 5, 2013 and the PIK facility agreement dated July 3, 2014 were paid
Issuer United Group B.V. Listed International Stock Exchange (Channel Islands) Governing Law State of New York Outstanding notes €575 million Coupon 4.375% Maturity 1-Jul-22 Coupon dates 15 January & 15 July Outstanding notes €325 million Coupon 4.875% Maturity 1-Jul-24 Coupon dates 15 January & 15 July Outstanding notes €450 million Coupon Three-month EURIBOR plus 4.375% Maturity 1-Jul-23 Coupon dates 15 October, 15 January, 15 April, 15 July United Group B.V. Senior Notes * 2022 Fixed Rate Notes 2024 Fixed Rate Notes Floating Fixed Rate Notes
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Highlights Financial review Mergers & Acquisitions
Agenda
Introduction Operational review Appendices
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H1 2017: operational highlights
- Healthy
year-on-year RGU growth across all services – Driven predominantly by increased multi-play subscribers and acquisitions of Ikom in Serbia with 161k RGUs and M-Kabl in Montenegro with 34k RGUs
- Homes passed up by 13% to 1,744k YoY due to
– Expansion of and investment in our network – Acquisitions in Serbia and Montenegro
- Blended cable ARPU up by 5% to €20.1 YoY as a
result of – 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 – Price increases in Serbia, Slovenia and Bosnia and Herzegovina
1,542 1,744 H1 2016 H1 2017
Homes passed (k)
+13%
19.1 20.1 H1 2016 H1 2017
Blended cable ARPU (€)
+5%
928 474 110 579 382 361 116 1,079 501 118 704 482 430 116
Cable pay- TV DTH pay-TV OTT Broadband internet Fixed -line telephony Mobile services Other services
RGUs by service (k)
H1 2016 H1 2017
+16% +6% +7% +22% +26% +1% +19%
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H1 2017: financial highlights
- Revenues up 13% YoY to €249.3million as a result of
- Organic growth and acquisitions
- Growing number of RGUs
- Price increases
- Adjusted EBITDA up 18% YoY to €108.8 million
- EBITDA growth ahead of revenue growth due to our focus on
profitable growth
- Like-for-like
margin improvements in both cable and mobile businesses
- Net leverage* almost unchanged compared to Q1 2017 at 3.98x***
- Gross leverage down to 4.08x vs. Q1 2017 due to Adjusted EBITDA
growth and realized synergies following the Ikom acquisition
- Gross leverage includes funds drawn down to finance the Ikom
acquisition, which closed on April 20, 2017
* Annualized Last Two Quarter Adjusted Pro Forma EBITDA is calculated as two times the amount of Consolidated Adjusted L2Q EBITDA plus two times 4 months 2017 Ikom adjusted EBITDA (Ikom was consolidated into United Group from May 1, 2017), plus €3.1 million of expected synergies with Ikom ** Leverage data points are expressed pre refinancing and issuance of the new notes with total face value
- f €1.35 billion
220.3 249.3
H1 2016 H1 2017
Revenues (€ m)
+13% 92.6 108.8
H1 2016 H1 2017
Adjusted EBITDA (€ m)
+18%
4.28x 4.08x 3.96x 3.98x Q1 2017 H1 2017
Leverage
Gross leverage Net leverage
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Highlights Financial review Mergers & Acquisitions
Agenda
Introduction Operational review Appendices
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SBB Serbia
- Increase of 20% caused by organic
network expansion and acquisition of Ikom with 143.5k homes passed Telemach Slovenia
- Organic increase against H1 2016,
with 3.5k additional homes passed Telemach BH
- Increase
- f
4% due to
- rganic
network expansion Telemach MNE
- Increase of 33% caused by organic
network expansion and acquisition of M-Kabl
Homes passed across key markets Key developments
Network expansion
884 1,057 305 309 307 318 45 60 H1 2016 H1 2017 H1 2016 H1 2017 H1 2016 H1 2017 H1 2016 H1 2017 SBB Serbia Telemach Slovenia Telemach BH Telemach MNE
Homes passed (k)
20% +1% +4% +33%
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RGUs vs. Unique cable subscribers Key developments
Increasing subscribers and RGUs
- Increasing
cable subscribers as a result of organic network growth and acquisitions of Ikom and M-Kabl with 93k and 23k
- f
unique cable subscribers, respectively
- Faster growth in RGUs per unique
cable subscriber driving
- verall
performance
SBB Serbia & Telemach BH
- Cross-selling of multi-play offers to 1-
Play subscribers in both entities
- RGU per subscriber growth in Serbia
and in Bosnia, both to 2.0x
Telemach Slovenia
- Cross-selling of 3-Play offers to 1-Play
subscribers
–
Mobile offering to accelerate take up of multi-play packages
- Upgrading
existing customers to premium products Our 1,079k unique cable subscribers order on average between 1.7x and 2.6x different services 928 1,079 H1 2016 H1 2017
Unique cable subs (k)
+16%
2,951 3,431 H1 2016 H1 2017
RGUs (k)
+16%
RGUs vs. Unique cable subscribers H1 2016 H1 2017 SBB Serbia 1.9x 2.0x Telemach Slovenia 2.6x 2.6x Telemach BH 1.9x 2.0x Telemach MNE
- 1.7x
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RGUs by service Key developments
Increasing RGUs
Healthy YoY RGU growth across all services
Cable pay TV growth due to organic growth and Ikom and M-Kabl acquisitions
Broadband internet RGUs increased by 22% as a result of organic growth and acquisitions in Serbia and Montenegro
DTH pay-TV RGUs increased by 6% compared to H1 2016 due to additional subscribers and lower churn rate
OTT RGUs increased by 7% driven by
- rganic growth
Fixed line telephony RGUs up 26% YoY due to continued growth of this service at SBB and Telemach Bosnia
Mobile services up 19% due to additional
- rganic growth at Telemach Slovenia with
around 38% share of gross adds in the market
Other service RGUs increased by 1% mostly due to organic growth of B2B subscribers
928 474 110 579 382 361 116 1,079 501 118 704 482 430 116 Cable pay-TV DTH pay-TV OTT Broadband internet Fixed -line telephony Mobile services Other services
RGUs by service (k)
H1 2016 H1 2017 +16% +6% +7% +22% +26% +1% +19%
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Group
- Blended cable ARPU up 5% to €20.1 in H1
2017 as a result of positive trends across all markets SBB Serbia
- Key drivers included migration to multi-play
packages and a price increase of analogue TV service as of January 1, 2017 Telemach Slovenia
- Growth in multi-play subscribers
- Pay-TV and internet revenues positively
affected by price increases in April 2017 Telemach BH
- Growth in subscribers for multi-play offering
- Increase in revenue from cable services
- Price increase of analogue TV service as of
August 1, 2016
- Increase in ARPU at companies acquired in
2015 to Group levels Telemach MNE
- Introduction of cable subscriber base due to
acquisition of M-Kabl in August 2016, blended cable ARPU of €15.5
Blended cable ARPU Key developments
ARPU development
in € H1 2016 H1 2017 H1 2016 H1 2017 H1 2016 H1 2017 H1 2016 H1 2017 Cable pay-TV 8.9 9.3 17.2 17.9 7.5 8.8 - 10.5 Broadband internet 9.9 9.4 16.0 16.6 8.4 9.3 - 8.5 Fixed-line telephony 4.9 4.6 3.8 3.6 9.6 8.8 - 5.0 Blended cable ARPU 16.0 16.9 32.2 33.4 15.5 18.0 - 15.5 Telemach MNE SBB Serbia Telemach Slovenia Telemach BH
16.0 16.9 32.2 33.4 15.5 18.0 0.0 15.5
H1 2016 H1 2017 H1 2016 H1 2017 H1 2016 H1 2017 H1 2016 H1 2017 SBB Serbia Telemach Slovenia Telemach BH Telemach MNE
Blended cable ARPU per segment (€)
+6% +4% +16%
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Highlights Financial review Mergers & Acquisitions
Agenda
Introduction Operational review Appendices
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Revenue development H1 2017 Key drivers
Revenue development by segment
Group
- H1 2017 revenues up 13% YoY to €249.3 million driven
by growing RGUs, overall increase in ARPU, organic growth and acquisitions SBB Serbia
- Reported revenues up by 10% YoY to €101.9 million
- Price increase and organic growth of unique cable
subscribers and RGUs, and positive effect of Ikom acquisition Telemach Slovenia
- Revenue up by 4% to €95.1 million
- Increase in the number of mobile and multi-play
subscribers Telemach BH
- Revenue up by 16% to €30.4 million
- Growth of internet and fixed-line telephony segments
Telemach MNE
- Revenue up by 34% to €7.3 million as a result of
- rganic
growth at Telemach Montenegro and the acquisition of M-Kabl
United Media
- Growth of 77% due to higher sales of distribution rights
and price increase for own channels, and acquisition of IDJ and Fight channel
Other Businesses
- Revenue growth of 91% YoY as a result of organic
growth in Solford and intragroup revenues in Holding companies 220.3 249.3
H1 2016 H1 2017
Revenue (€ m)
+13% 92.2 91.9 26.1 5.5 31.7 7.5 101.9 95.1 30.4 7.3 56.2 14.4
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Group Other Businesses w/o IC
Revenue by segment (€ m)
H1 2016 H1 2017 +16% +77% +10% +4% +91% +34%
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Key drivers
Adjusted EBITDA development
Group
- Adjusted EBITDA up by 18% YoY to €108.8 million as
a result of: – Increased revenues, cost discipline and integration of acquired companies – Acquisition of cable operators Ikom in Serbia and M-Kabl in Montenegro and content companies Fight channel and IDJ
SBB Serbia
- Growth of 18% YoY driven by price increase in
January, subscriber and RGU growth, both organic and through acquisition
Telemach Slovenia
- Increase of 5% compared to H1 2016 due to higher
revenues and cost control
Telemach BH
- EBITDA
growth
- f
24% YoY driven by higher revenue, price increase of analogue service in August and lower operating expenses
Telemach MNE
- Increase of 68% YoY driven by subscriber and RGU
growth and acquisition of M-Kabl
United Media
- EBITDA growth due to higher revenue and two
acquisitions
Other Businesses
- EBITDA decline due to negative impact of Holding
companies
Adjusted EBITDA development H1 2017
92.6 108.8
H1 2016 H1 2017
Adjusted EBITDA (€ m)
+18% 36.9 29.8 8.8 1.2 12.6 3.2 43.6 31.2 10.9 2.1 18.5 2.6
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Group Other Businesses w/o IC
Adjusted EBITDA by segment (€ m)
H1 2016 H1 2017 +24% +46% +18% +5%
- 19%
+68%
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Capital expenditures
Capex development Key drivers
Group
- Capex growth driven by network expansion and
digitalization process in Novi Sad
- Capex not expected to exceed depreciation levels
- n a long-term basis
SBB Serbia
- Growth in H1 2017 capex due to one off
investment in end user equipment related to the digitalization project and investment in coax/optic network expansion at Ikom Telemach Slovenia
- Higher capex due to end user equipment for new
subscribers to DTH service in Slovenia as a result
- f switch off of free signal for the two most popular
television programs in Slovenia, additional subscribers will positively impact revenues going forward
- Additional spending on mobile 4G network
Telemach BH
- Lower capex in H1 2017 due to lower investment
in network and DTH end user equipment Telemach MNE
- Higher capex in H1 2017 due to higher investment
in DTH business and higher acquisition costs United Media
- Content investments 106% higher vs. H1 2016 due
to timing of programming rights purchases and investment in proprietary software development (Cloud project) 58.8 69.0
H1 2016 H1 2017
Group CAPEX (€ m)
+17% 23.2 19.3 9.9 1.6 4.3 0.4 31.0 20.0 7.0 1.9 8.9 0.3
SBB Serbia Telemach Slovenia Telemach BH Telemach MNE United Media Group Other Businesses
Capex by segment (€ m)
H1 2016 H1 2017
- 30%
+106% +33% +4%
- 39%
+21%
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Adjusted EBITDA-CAPEX and leverage development
Key drivers
- Adjusted EBITDA-Capex growth due to
EBITDA growth exceeding capex growth
- One off Capex in Serbia (digitalization) and
Slovenia (FTA switch off of the two most popular programs in Slovenia)
- Net leverage* almost unchanged compared
to Q1 2017 at 3.98x
- Gross leverage down to 4.08x compared to
Q1 2017 due to Adjusted EBITDA growth and realized synergies following the Ikom acquisition
- Gross leverage includes funds drawn down
to finance Ikom acquisition, which closed on April 20th 2017
Annualized Last Two Quarter Adjusted Pro Forma EBITDA is calculated as two times the amount of Consolidated Adjusted L2Q EBITDA plus two times 4 months 2017 Ikom adjusted EBITDA (Ikom was consolidated into United Group from May 1, 2017), plus €3.1 million of expected synergies with Ikom
Leverage Adjusted EBITDA-CAPEX
33.8 39.9 H1 2016 H1 2017
Adjusted EBITDA - Capex (€ m)
+18%
4.28x 4.08x 3.96x 3.98x Q1 2017 H1 2017
Leverage
Gross leverage Net leverage
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Highlights Financial review Appendices
Agenda
Introduction Operational review Mergers & Acquisitions
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Mergers & Acquisitions
- On August 29, 2016, we signed an SPA for the acquisition of Ikom, a cable operator in Serbia with 93 thousand unique cable subscribers, for
a total consideration of €45 million. This transaction closed on 20 April 2017.
- In June 2016, we signed an SPA for the acquisition of Maxtel, a Dark fiber B2B operator in Slovenia, for a total consideration of €4 million.
This transaction closed in November 2016.
- On July 27, 2016, the Group closed the acquisition of M-Kabl, a cable operator in Montenegro with close to 23 thousand unique cable
subscribers and 34 thousand RGUs, for €12.7 million.
- On December 28, 2016, the Group concluded an agreement to acquire 51% of IDJ Digital Holding Limited, Malta, for EUR 551 thousand.
This transaction closed on 21 April 2017.
- As part of routine corporate structure optimisation we have decided on two mergers:
- On January 1, 2017, Total TV d.o.o. merged into Telemach d.o.o., Slovenia.
- On February 1, 2017, Eunet d.o.o. merged into SBB d.o.o., Serbia.
- On February 9, 2017, the Group concluded an agreement to acquire 100% of Fight Channel d.o.o., Croatia, for €2.5 million. The transaction
completed on 5 April 2017.
- In June 2017, we signed an SPA for the acquisition of a cable operator in one of our core markets with approximately 14,000 subscribers for
purchase price of €10 million, which is expected to close in September.
- On July 9, 2017, the Group entered into a framework agreement with CME BV for the acquisition of all issued and outstanding share capital
and capital stock of NOVA TV d.d. (‘‘Nova Croatia’’) and Produkcija Plus storitveno podjetje d.o.o. (‘‘POP Slovenia’’, which includes POP TV d.o.o. and Kanal A d.o.o.) for a total consideration of €230 million, subject to customary completion accounts adjustments. The transaction is subject to customary regulatory approvals by the local competition authorities and is expected to be completed by the end of 2017.
- Regulatory approvals for the acquisition of City Čačak were received. The Group remains in negotiations with the current owner.
- United Group continually monitors M&A opportunities and is currently in the 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
- perations.
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Highlights Financial review Appendices
Agenda
Introduction Operational review Mergers & Acquisitions
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Income statement
in €000 H1 2016 H1 2017 Revenue 220,250 249,293 Other income 1,128 1,484 Content cost (30,358) (37,771) Satellite capacity cost (4,012) (3,142) Interconnection link cost (18,996) (18,376) Materials cost (18,103) (16,772) Staff costs (24,624) (26,875) Other operating expenses (37,644) (47,423) IFRS EBITDA 87,641 100,418 Depreciation (35,700) (42,267) Amortisation of intangible assets (23,276) (28,752) Results from operating activities 28,665 29,399 Finance income 366 8,742 Finance costs (33,081) (75,075) Net finance costs (32,715) (66,333) Profit/(loss) before tax (4,050) (36,934) Income tax (expenses)/benefit (4,281) (2,920) Minority share Profit/(Loss) for the period (8,331) (39,854) Other comprehensive loss Items that are or may be reclassified subsequently to profit and loss
- Currency translation differences
(2,519) 2,481 Other comprehensive loss (income) for the period (2,519) 2,481 Total comprehensive loss (income) for the period (10,850) (37,373) (Loss)/profit attributable to: Owners of the Company (8,446) (41,273) Non-controlling interests 115 1,419 (Loss)/profit for the period (8,331) (39,854) Total comprehensive (loss)/income attributable to: Owners of the Company (10,965) (38,792) Non-controlling interests 115 1,419 Total comprehensive (loss)/income for the period (10,850) (37,373)
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Statement of financial position
in €000 H1 2016 H1 2017 Assets Property, plant and equipment 335,248 369,853 Goodwill 649,215 673,318 Intangible assets 241,934 272,531 Investment property 459 410 Loans to related parties 32,007 Other financial assets 2,002 944 Non current prepayments 14 29 Deferred costs 945 1,228 Deferred tax assets 7,850 10,254 Non-current assets 1,237,667 1,360,574 Inventories 5,228 5,311 Trade and other receivables 77,063 91,462 Short term loan receivables 7,777 11,361 Prepayments 23,579 28,781 Income tax receivable 1,999 4,969 Cash and cash equivalents 14,216 22,764 Current assets 129,862 164,648 Total assets 1,367,529 1,525,222
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Statement of financial position - continued
Equity Issued and fully paid share capital 125 125 Share premium 570,592 568,592 Translation and other reserves (16,707) (21,023) Accumulated losses (112,813) (159,770) Equity attributable to owners of the Company 441,197 387,924 Non-controlling interests 12,661 10,762 Total equity 453,858 398,686 Liabilities Loans and borrowings 112,430 6,194 Bond (including adjustment for capitalized costs) 620,567 Long term liabilities 1,675 94 Long term provisions 4,221 8,262 Deferred revenue 6,530 6,187 Finance lease liabilities 9,811 3,104 Deferred tax liabilities 31,610 33,243 Employee benefits 507 676 Non-current liabilities 787,351 57,760 Trade and other payables 91,045 117,869 Interest payable 6,095 8,209 Current tax liabilities 2,197 3,274 Bonds (including adjustmet for capitalized costs and redemption premium) 805,417 Loans and borrowings 5,794 119,275 Deferred revenue 8,767 7,474 Finance lease liabilities 12,422 7,258 Current liabilities 126,320 1,068,776 Total liabilities 913,671 1,126,536 Total equity and liabilities 1,367,529 1,525,222
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Consolidated statement of cash flows
Capex data including capitalized inventory
in €000 H1 2016 H1 2017 Cash flows from operating activities Profit/(Loss) for the year (8,331) (39,854) Adjustments for: Depreciation 35,700 42,267 Amortisation 23,276 28,752 Impairment of trade and other receivables 1,820 2,968 Impairment of PPE and Intangibles 953 190 Tax (income)/expense 4,281 2,920 Long term provision 3,345 Employee benefits (27) Net finance cost 32,715 66,333 Operating cash flows before WC changes 93,732 103,576 Changes in working capital: Trade and other receivables (1,738) (10,309) Deferred revenue 1,110 (3,080) Deferred cost (178) 194 Inventories 989 (269) Prepayments 2,098 (7,539) Trade and other payables (37,051) 1,301 Cash generated from operations 58,962 83,874 Interest paid (26,309) (32,265) Income tax paid (2,091) (2,301) Net cash from operating activities 30,562 49,308 Cash flows from investing activities Purchase of property, plant and equipment (46,713) (51,093) Purchase of intangible assets (9,869) (17,217) Acquisition of subsidiaries, net of cash acquired (41,577) Change in short term loan receivables (1,639) (5,888) Change in other non-current financial asset (399) Net cash used in investing activities (58,221) (116,174) Cash flows from financing activities Proceeds from bond issue Proceeds from borrowings 66,625 101,500 Repayment of borrowings (15,200) (18,933) Aquisition of NCI (180) (768) Proceeds from finance lease 6,021 Repayment of finance lease (10,395) (6,128) Distribution of share premium (20,000) Net cash used in financing activities 26,871 75,671 Net increase in cash and cash equivalents (788) 8,805 Cash and cash equivalents at 1 January 15,126 13,941 Effects of movements in exchange rates on cash held (122) 18 Cash and cash equivalents at end of period 14,216 22,764