Digi Communications N.V. (53N.F) Earnings Call Transcript & Summary
November 14, 2025
Earnings Call Speaker Segments
Operator
operatorGood afternoon, ladies and gentlemen, and welcome to the Digi Communications N.V. the investors Q3 2025 Financial Results Presentation. A copy of the corresponding report is posted in the Investor Relations section of Digi's website at digi-communications.ro. The conference is being recorded today, and a replay will be available shortly after. [Operator Instructions] Before we can start, you are advised that certain statements in this conference call are forward-looking, and therefore, subject to material risks and uncertainties. Actual results could differ materially from those stated or implied by such forward-looking statements due to the risks and uncertainties associated with Digi Communications N.V, which include, amongst others, various risks related to our business, risk related to regulatory matters and litigation, risks related to investments in emerging markets, risks related to our financial position as well as risks related to the notes and the related guarantee. I would like to introduce the speakers for today's call, Mr. Serghei Bulgac, the CEO of Digi Communications N.V., and Mr. Dan Ionita, the company's CFO. We may now begin the call.
Serghei Bulgac
executiveThank you very much, Mariana. Good afternoon, ladies and gentlemen. Welcome to our third quarter 2025 results call. Just I've shown a brief announcement. We also have a guest to our presentation today. It is our colleague, Marius Varzaru, the Head of our Spanish operations. As we discussed last time, we think -- we thought that it's time for Spain, our Spanish colleagues to join our calls and also to present their modern outstanding results. So with this very short introduction, once again, thank you, and we'll start going through the slides. So Q3, another outstanding amazing quarter with sales reaching EUR 1.6 billion in the 9 months to September 30, 16% of from year-on-year, of course, helped by our Spanish operations and by outstanding developments also in Romania, but also growth in Portugal. RGUs, almost 70% increase year-on-year, surpassing now healthy, the 30 million mark being at 30.7 million users. And as you can appreciate, [ EUR 4.4 million ] addition in the last 4 quarters. Of course, part of it came from M&A normal in Portugal. But most of the results or the majority of the result is organic and again, comes from our Spanish and the Romanian operations. EBITDA up EUR 3.2 million to EUR 527 million with IFRS 16 numbers EUR 435 million without IFRS 16 numbers. Romania, a very health, very robust growth of 7.1% Mobile RGUs 13% growth to 7.2 million users. Broadband RGUs a 6% growth to 5.1 million users, and pay-TV RGUs almost 3% growth to 6 million users. I mentioned, but the focus of our presentation will really be Spain today. So just continue very, very strong, very robust performance with [indiscernible] -- we continue there with 29% growth in RGUs. Mobile users reaching close to 7 million users 25% growth year-on-year. Broadband users growing at 34% to 2.4 million users and fixed telephony users 32% growth to 768,000 RGUs. We continue to focus to execute and focus our strategy in a very continuous way. So no changes, we focus on our core markets, Romania and Spain. We focus on our new markets, Portugal, Belgium, we achieved outstanding growth across the core markets, we grow in the new markets. So, so far, everything is just on track and no changes no deviations from the previous quarters. Also, we will discuss that. We continue our investments as this is the key to our performance both in mobile and in fixed segment. Just a few words on recent developments. So in July, and subsequently in November, we have signed 2 agreements with our partners in Belgium with our partners at Citymesh. And these agreements -- basically increase the share capital of the -- stream by the Belgium operations, aligning all the companies, all the entities under one group company, which is called Digi Belgium SA. And also, we have converted the shareholder loans into equity. And as of this moment, we -- the share capital of our Belgium operations is over EUR 180 million. We also control about 77% of the venture. However, it continues to operate as a joint venture between us and Citymesh with decisions on the day-to-day operations strategy being taken together. We have concluded on October 1, the acquisition of Telekom Mobile Romain -- Telekom Romania Mobile. We acquired part of telecom assets we've acquired around 42 megahertz for spectrum for [ Telekom ]. We acquired a number of sales, approximately 700-plus mobile towers -- sorry, to be a bit more correct, around [ 3,560 ] mobile towers and the remaining towers required access to those towers. And we acquired the prepaid business of Telekom Romania Mobile, which we are integrating at this moment. The value of the transaction was EUR 40 million. And the transaction, as I said, was successfully closed on October 1. We have finalized also on October 1, the Spanish project in the Andalusia region, whereby in partnership with [ Abrdn ], we developed a number of 2.5 million network covering and compassing 2.5 million homes cost. The entire project amount value was EUR 300 million, and the project value was realized. About EUR 80 million -- approximately EUR 80 million or so were financed by external debt financing. Where the remaining parts were put in equal parts by us, by their partners. And last, but certainly not least, we are very happy to have recently refinanced approximately 2 weeks ago. The EUR 400 million notes that were due in 2028. And it was part of a EUR 600 million issuance due a 6-year issuance due in 2031. We issued notes at an interest rate of [ 4.6% ] to [ 5% ]. And the funds were used, as I said, to reference the EUR 400 million notes outstanding due in 2028, but as well certain facilities that we are maturing during next year in 2026. This helped us to -- this helps us to improve our repayment profile for the short run, as you will see on the indebtedness slide in a few minutes. So just to run quickly through the key numbers. Romania, we are very happy to have reached the milestone of EUR 300 million. In fact it's just below EUR 300 million, but the rounding is correct. It's EUR 300 million result for -- in the third quarter of 2025. Spain, very close coming very close to Romania at almost EUR 250 million in sales, Portugal, [ EUR 17.6 million ] and the Italian operations, EUR 8.6 million in revenues in the third quarter. RGUs, so we mentioned grew significantly. Romania, surpassing [ EUR 19 million ], Spain, surpassing [ EUR 10 million ] RGUs. And overall, we are over [ EUR 30.7 million ] RGUs. Just going slightly more into our financial details. Third quarter sales, EUR 562 million, third quarter CapEx at EUR 166 million, in line with CapEx from a year ago. EBITDA in the third quarter, EUR 157 million without the impact of IFRS 16, 4% up from [ EUR 151 million ] a year ago. As usually, growth in revenues, growth in EBITDA was fueled by growth in RGUs. So our model is very consistent and robust. We -- I mean, our ARPUs are very stable in Romania. We had certain price changes executed in Spain. Marius will discuss on this more in the coming slides. However, the overall result is that we have picked up in the number of sales, and I think we compensate very well the small reduction in the revenue that is coming from the ARPU decrease by higher volume. So I did mention CapEx at 100 -- one second, just to come on one slide deck. I did mention CapEx at EUR 166 million. As you see, during 2024, our CapEx amounted to [ EUR 885 million ] for the group. We expect a decline in the order of magnitude between EUR 80 million to EUR 100 million for this year. Primarily driven by events of the last quarter of last year. We -- as you remember, we acquired nonbook paying approximately EUR 110 million in the fourth quarter of last year. This year, this is not repeated. We basically -- we -- we acquired Telekom, but the payment was significantly less at EUR 40 million. So RGUs -- the profile is continuous for us. We continue growing across all our business lines, including pay-TV, including broadband and of course, mobile -- mobile is by far the largest segment with [ 15 million ] RGUs scattered across. And this is certainly the sector segment, which will continue the fastest growth, given that this is the fastest-growing segment in Romania. This continues to be the very strong growing segment in Spain. Both in absolute terms and in relative terms. And of course, this is the segment that performs best also in Portugal and in Italy. I mentioned this a bit before. So Romania, 7% up year-on-year to more than [ 19 million ] RGUs. Spain almost 30% up year-on-year to more than [ 10 million ] RGUs. Portugal at [ 813,000 ] RGUs, most of them mobile RGUs. And Italy, [ 521,000 ] RGUs with 10% growth year-on-year. Overall, all in all, 17% growth to EUR 30.7 million. Just just a few words on portability. Again, we are very proud of this slide because they show the quality of our our sales results and our sales in mobile. The customer ports from other networks have much lower churn, less intention to leave and we stay much longer. And yes, in Romania, in the first 9 months, we had almost 580,000 customers coming from other networks. In Spain, the same number was over 1 million users. An outstanding result, while net portability was 600,000 mobile users. Fixed portability, fixed telephony portability was at 177,000 users and 152,000 users in the same period in Spain. So having rushed you all through these slides, I open the floor to a Marius. Marius will discuss our results in Spain. Also for 2025, but the presentation will be maybe different from usual quarterly call. Marius will also be discussing maybe key factors that brought us here. So I hope you are interested in our story, and I hope you enjoy. Thank you very much, and Marius. I hope it works technically because Marius is, of course, 3,000 kilometers away. We are in [indiscernible] he is in Madrid. I hope to is with us.
Marius Varzaru
executiveThank you. Thank you, Serghei. I hope you hear me well.
Serghei Bulgac
executiveYes, we do -- thank you, Marius. Please go on.
Marius Varzaru
executiveHello, everybody. Glad to be with you today and to share with you our results and the progress of Digi Spain in the last quarter. As you know, the role of Digi in Spain is in all countries where we operate is to offer very good quality services with advanced technology and for a very competitive and accessible price. In this sense, our commercial offer in Spain is based or starts or initiatives from the longer long-term effort of deploying FTTH networks that we started back in 2018. And which allowed us to offer the most invested FTTH technology available to our customers, which is FGS1 [indiscernible] per second. And also become the fastest fixed broadband operator in Spain consecutively for the last 5 years. Our commercial proposal is truly focused on customers' expectations and satisfaction, is very open and transparent. And in this sense, I can give you a couple of examples. For example, every time we perform an improvement in the prices or in the products, depending either available speed or volume of traffic for mobile services available. we automatically apply to all customers that we have at the same time as for new customers, all these benefits and they don't have to ask for it, so it's completely automatic, which in effect means that all our customers benefit from the most competitive offer we have. And as such, we do not have bank offers active in our customer base practically. Also, we operate an open bundle model for all our services. Customers are free to choose any of the services they would like to subscribe. We don't offer closed bundles. And in this sense, the services subscribed by our customers or actual services they requested and actually met. And also since we launched our activity in 2008 once if that was corrected in our offer is that we haven't increased prices, not even once since then. So we offer a very stable pricing model to our customers with no surprises in cost increases in [indiscernible] . Overall, our commercial offer is a very competitive one presently and allows for cost savings for our customers or in between 30% to 50% compared to the back book offers of our competition. This competitive and transparent commercial offer and the very good quality services that we offer are affected also by the constant high NPS levels. For example, in the last 4 years, we have constantly over 60 the level of NPS and the low annual churn we have, especially in the footprint that we deployed ourselves, smart footprint with a 13.4% annual churn. During the last 12 months, we initiated the transformation of our commercial offer from an MVNO model to an M&A model. You may have seen that from time to time, we perform changes to our offer. This was part of an objective of transforming our offer practically to what we understand what we call an MVNO model kind of offer, which, in effect, means more streamlined commercial portfolio with fewer mobile products. Less focus on mobile products with buckets of gigabits and more focused on unlimited mobile data, similarly like the offer we have in Romania, more competitive fixed broadband products and also complemented by pay-TV services, which we launched back in December 2024. In the next slide, we provide more detail for the actual -- or the most important critical factor of success of Digi's Spain in the last years, which is the deployment in a vertically integrated model with own employees of our FTTH network. Resolution of deploying with own employees allowed us to roll out and to operate on a daily basis with very good quality our networks. To deploy networks with future-proof technologies like also allowed us for economies of scale and cost efficiencies that are very good, both on CapEx and OpEx and very competitive compared to the market. By September 2025, we need a total footprint deployed by Digi in Spain, the footprint that we call the smart footprint of 30 million homes for which we managed to to achieve an overall average cost of deployment historically since 2019 to today of EUR 48 per compact which is very, very competitive compared to what we know that competition could achieve in the past. The speed of deployment continues to be high currently. Last year, we rolled out 3 million homes passed. And this year, in the first 9 months of the year, we rolled out 2 million homes passed. And our goal for the next 3 to 4 years as we stated in the past, is to continue to deploy networks, FFTH networks of our own and to reach a footprint of 20 million homes past. On the bottom left graph of the slide, you can see the constant evolution of the take-up of the smart footprint that we deployed for the Smart footprint that we deployed reaching by September 2025, 15.3% level. And more importantly, on the top left graph of the slide, you can better interpret and understand this result -- the blended result by the individual take-ups of each of the coppers of our deployment of network if we consider them based on the year of each year of deployment. So a couple of comments in this sense. Our competitive offer is attractive and continues to generate growth in all cohorts, including the initial one. So 2019, 2020, which were more focused in Madrid in some most successful commercial areas initially where we were having -- where we have levels of penetration now of more than 25% or 27%. And also in the newer cohorts, we benefit from higher take-up and faster ramp-up compared to the initial cohorts. If in the initial cohort, we had in the first year, take up of 3%. Now in the newer cohorts, practically, we start from 5% to 6% initial takeup. And lastly, related to the network partnership we concluded during the last 3 years. As Serghei mentioned, on the first of October, we concluded the delivery of the last venture of homes for the 2.5 million homes pass project [indiscernible]. And also we -- for the sale of network to [indiscernible] -- we are ahead of schedule. We deliver up to September 2025, [ 5.25 million ] homes past. And we intend to accelerate the delivery trend for the next year to December 2026 instead of closing it in March 2027, so faster deployment. On the next slide, we can see how these great results in terms of deployment allowed us to increase our commercial traction in 2025, 2025 being the fastest growth year for Digi Spain, both for fixed and mobile services. In fixed broadband, we reached 2.43 million customers of fixed broadband. Actually, as of today, we are in 2.5 million, with a growth of 165,000 net adds in the quarter. As in the last -- and so in the last 18 months of growth in Spain, 100% of the net growth we generated came from the smart footprint of the network that we deployed. And and that is partially also the explanation for the gradual decrease in ARPU as new customers joining income with more competitive pricing that we have for a smart footprint. In the last 12 months, the market share increase we have for fixed [indiscernible] in Spain is 2.2%, reaching 12.1% by September, by August, actually. But as I mentioned, this is generating our gross is generic only in part of Spain in the footprint of Marcel, if we will have to extrapolate this to total footprint to total homes in Spain, probably the growth that we would have had in market share would be even larger. With the competitive smart offer, we also managed to create new markets for fixed broadband. 25% of the new subscribers coming into Digi telling us that -- they are not -- they have not been subscribers of fixed broadband services in the 3 months before joining us. And then on the bottom left graph, we can see as of the evolution for the mobile services. For this year, we are growing at our fastest pace ever. which is a confirmation of the transformation of the commercial offer that we initiated last year is effective. And even though there is a decrease in ARPU during the last 12 months and is significant, it is compensated gradually by the growth of the customer base. Specifically for the mobile growth, 75% of the net adds of the mobile lines are converging, are generated by convergence sales, which confirms once more our value proposition for the customers, is understood by our customers and they are bringing all the services to us. In the next slide you can see the constant growth of the revenues over the last 5 quarters regardless of the fact that there was an effect of ARPU dilution that was more than compensated by the customer base growth. And on the bottom left side of the slide, we are presenting the gross margin evolution for fixed broadband for the last 5 quarters, as mentioned before, in September 2024, we sold part of the network in Spain to -- [indiscernible] -- as an effect, also, we entered into best services agreement for our customers to access the network. And as an effect, there was an increase in OpEx in Q4 2024, which is the first full quarter of listing services. We at compared to -- and that had an effect of a decrease of 10% of the fixed broadband margin quarter-on-quarter and since then, practical margin gradually improved. On the mobile side of the gross margin evolution from quarter 4, 2024 quarter 1 this year and quarter 2 this year the evolution is determined by the growth of the customer base and offset it by the ARPU dilution. We're starting with first of July 2025, practically, we entered into a new phase of evolution in Spain, particularly we improved significantly our gross margin as the new model of mobile telephony cost comes into force. The M&A economics model, as we call it. This M&A economic model allows us to improve the cost structure, but also the competitiveness of our commercial offer. And compared to the previous model of the cost when we were an MVNO until 2024. The new MNO model provides a more fixed cost structures so allows us to have more economies of scale when we grow. And this model is less variable per customer or volume of traffic -- data traffic like in the past, and it's based on the mix of OpEx and CapEx elements. And we have on the right side of the slide, a couple of examples in the sense for the OpEx cost that we have now a mix of cost from the national rent agreement with Telefonica which behaves a semi-variable model compared to previous ones. We have also cost related to run in spectrum saving agreement, which tend to vary but not with customers, but with the actual number of metros that we agree. And then we have an additional cost for spectrum fees, which is an annual fixed cost. And also we have started this year, CapEx costs, which are related to the acquisition of the 60 megahertz spectrum. And to the Ransing implementation in. And an overall in 2025 -- the M&A economics model contributed to -- with a net decrease of the mobile telephony OpEx of EUR 10.6 million compared to Q2. We can see this in more detail in the next slide. where we present the evolution of the adjusted EBITDA for the last 5 quarters. Evolution, which reflects the impact of the commercial offer transition to the MNO model. And to the structure and direct cost changes for some time for mobile MNO economics. Here, we have a couple of focus points. One is in Q4 '24. As explained before, the adjusted EBITDA decrease is mainly explained by the net impact quarter-on-quarter of EUR 8.6 million related to [indiscernible] and also the improvement of the commercial offer that we did in October 2024, then the transition from MVNO to MNO commercial over resulting in a stable adjusted EBITDA for the next 2 quarters? Then in September '25, we improved for the last time the commercial offer, especially across unlimited data offers and [indiscernible] an impact of EUR 1.5 million over the revenues of Q3, and we expect that the full effect will be seen in Q4 with an overall effect of EUR 6.6 million impact. And lastly, in Q3, as mentioned, the M&A economics model contributed to a positive impact of EUR 10.6 million over the quarter. And all in all, a very good result of the EBITDA for the quarter, adjusted EBITDA for the quarter of 54.5% ,50% higher than the previous quarter. With this I complete the path related to Spain so back to Serghei.
Serghei Bulgac
executiveYes. Thank you very much, Marius. Just a couple of slides for us before we go into Q&A. So after the well price refinancing. And as of as of September, we had the total debt of EUR 4.8 billion, net debt to EUR 1.7 billion. And leverage at 2.95x on a net basis what we see in front of you is the old repayment profile, apology, we should have inserted here the new -- repayment profile. But just looking at the chart, we realized only now that this information is missing. In any case, as I did mention, we will not have -- we will have EUR 50 million less repayments in 2026 the 2027 repayments are the same, so unchanged. And 2028 payments are EUR 400 million less. And of course, we have now not sending in 2031, EUR 600 million. We -- so if you have patience with us, when we upload this presentation, in a few days or when we re-upload the presentation in a few days to the website, we'll have the chart corrected, reflecting both the Q3 numbers, but also the numbers post refinancing. Apology for that. Moving on and just concluding the presentation, I think we are very well set to execute all our projects for 2025. And we're also set to continue to open a successful 2026 with Spain and Romania continued collection momentum continue growing the customer numbers. We certainly will focus to maintain our speed of growth, especially in mobile and Romania across all segments in Spain. And we will, of course, we will, of course, continue our focus in the new markets in Portugal and in Belgium. We are set to run smaller CapEx in comparison to 2024 and 2025. But still, we are set to continue developing the network Spain just like Marius discussed, and also integrating telecom onsite in Romania, making sure that we benefit from the best network, best coverage and we are able to offer best services to all our customers. And again, we will continue focusing on Portugal, which has performed pretty well in the third quarter, involving its EBITDA performance. And we will, of course, aim to grow our sales and grow our footprint in that territory. So having said this, we thank you very much, but it was a bit longer, but thank you very much to Marius for going so deep and so detailed into our Spanish operations. We sincerely hope, it was helpful to all of you. And yes, you're welcome to ask questions. Yes, I will read the questions, and I would like to discuss the questions it to Marius or to Dan or I will answer myself.
Serghei Bulgac
executiveThe first question is from Bert Brons. I have 2 questions on Belgium and one on the group. In Belgium, you raised stake in Digi Belgium due to the choice of Citymesh, are you disappointed Citymesh is investing less in Digi. What is your reaction to the number of mobile RGUs in Belgium? And second question is the Spanish press wrote that Telefonica might acquire Digi Group, are there any thoughts going on -- thank you? We -- indeed, we have -- as I mentioned, we have had -- so coming back to the Belgium. As I mentioned, we have had 2 capital increases in Digi Belgium, one in July -- early in July. The other one as recent as 10 days ago. This was a result of our mutual discussion and mutual understanding between both us and Citymesh. So the question is somewhat wrong that -- so I think the question assumes it wrong that these changes or these decisions with Digi and Citymesh. As I mentioned, we run the joint venture together. And all these -- all major decisions are most decisions are taken together. Whether we are disappointed, the Citymesh is investin less in Digi. No, I don't think so. I mean, we are different. Digi is a bigger group, a bigger company, then Citymesh is, I think everybody says it's man, it's good points, it's weaker point. Everybody has its capacity to invest. So it is what it is. We are going to execute our plan one way or the other. So yes, I don't know, this related to comment. So I'd say that I hope I'm giving you some light that we are cooperating in over-heading in Belgium, and there's nothing wrong about that. But I'm not sure I can provide more insight. I'm not sure if that's exactly what you're looking for. Second question on Belgium is what is your action on the number of mobile RGUs in Belgium? Well, it's a new market to us, just like Portugal is, we are at the very beginning third quarter of operation was set a full quarter of operation. We are learning as we go. And yes, we are happy that we're able to provide services to more than 80,000 users. We are happy that the service is very actively used with good data usage with good voice and SMS usage on the network. Comparable with all our markets where we operate in, so far so good. And of course, we will wait and our colleagues in Belgium will continue the efforts to increased sales to improve sales also to build and increase the coverage of our mobile network and overall improve our operations. So I think my answers to both similar questions on Belgium and Portugal will be similar. We are still at the beginning, we are learning that we are satisfied with our operations. And the same one, well, it's a tough one. I think the question, indeed, there were some news in the Spanish press about Telefonica acquiring Digi. But I think this is really the question to the Spanish press as little as we can add to this one. Thank you. Yes. So a question from Cosmin Paraschiv, what is the plan with the Spanish operation is a potential sale of the division still on the table. And the second question, can you comment on the rumors being required by Telefonica. So the second one, we touched. But thank you very much to Cosmin for the first part of the question because I just -- I realize that we have made an announcement a few weeks ago on the stock exchange saying that we are considering our strategic options in Spain, possibly allowing for the partial IPO of Spain. And that we have also engaged advisers in that respect. And this announcement is also repeated in our quarterly report that was published earlier today. Apology for not having insisted on it during the presentation. But once again, the question is very helpful. And having said this, who basically, I just want to reiterate that we are not sellers of the assets. We are long-term holders of the assets we are looking for at any time for the best and most effective solutions to increase value, both of the group but also any entity within the group. And we believe that at this moment, Spain is very mature, very successful within our group, very successful as the European telecom as an established European telecom operator. And this is the time for us to let Spain, access the capital markets. either equity or debt or we are basically in shape or form. We have refinanced our 2028 notes, just like we mentioned a few minutes ago with new notes due in 2031. Part of this exercise was meant to restructure the various guarantees that were the various good guarantees that existed in the group between us and the Spanish operations back and forth. And all these times were severe, they were where they were -- they were cut just to make sure that we create an independent group within our group, the Spain group. And basically, from now on, Spain is, again, as I said, mature and able to access its own debt solutions and its own capital market products, again, be it equity or debt in any space of form. So thank you very much for the question, and thank you for for the opportunity to explain this better. A question from Giovanni. Can you please -- [indiscernible] -- can you please explain why mobile and broadband nets in Portugal are not accelerating following the launch last year? Well, Giovanni, like we said last -- like we mentioned on the last quarter call, we are growing in mobile in Portugal. As a matter of fact, we added around 23,000 RGUs, quarter-on-quarter from Q3 at the end of Q3 versus Q2. And also, just like I mentioned last time, the dynamic is a bit more complex. We are adding significantly larger number the free experience certain churn more in the NOWO operations. And due to this reason, the results are smaller. So overall, we think that the traction is good. We will also -- we will, of course, want like any operator to improve an increase on sales, but this is a matter for us to take and follow for -- I mean we are extremely occupied with this, and we will continue to deliver on this as we go forward. In the second -- so second question from Giovanni. In the second quarter, you mentioned you will start consolidating the assets in Belgium. It's still the case, if so from when? Well, Yes, I have to update that was our expectation indeed in the second quarter that we will be consolidating the Belgium operations starting with the third quarter. This is not the case. I was -- this is something -- I think I did mention it last time. But this is something we are discussing in depth with content and with auditors -- and as a matter of fact, due to continuous combined control in terms for, as I mentioned, for for operational and major strategic decisions. This cannot be qualified as a consolidation as a case for consolidation. So for now, we will continue for now will continue as a joint venture. Question number three. On a pro forma basis for the refinancing, can you please provide the this amount of committed undrawn credit facilities available to the company? Yes, well, you keep repeating. I'm not sure I get this number handy. We'll try to sum up the numbers and if we are ready before the end of the call, we'll come back with the answer. And this -- there's a follow-up question from Giovanni and maybe let Marius to comment. So the question is -- you mentioned the lower OpEx in Spain, but how much did CapEx increase instead? Yes, one second, for Marius to reconnect, Marius you here us?
Marius Varzaru
executiveYes, so the we are referring to the mobile business of Q3. The CapEx for Q3 was in the range of EUR 2.7 million to EUR 3 million for mobile metal deployment.
Serghei Bulgac
executiveSo the increased CapEx -- the increased CapEx that what you mean?
Marius Varzaru
executiveThe network roll out -- mobbie network rollout CapEx and additionally to that, EUR 30 million of CapEx related to the spectrum acquisition of 60 megahertz.
Serghei Bulgac
executiveYes, which is a onetime?
Marius Varzaru
executivewhich is onetime in Q3.
Serghei Bulgac
executiveYes, so Givonni, I'm not sure if that was clearly recur, the rollout CapEx in Q3 was between EUR 2 million and EUR 3 million and the CapEx associated with the purchase of the mobile frequency from [indiscernible] Was eUR 30 million, and it was paid in Q3. question from Bojan Djurickovic.
Bojan Djurickovic
analystCongratulations on the results. 2 questions. could you please confirm having discussions about market consolidation in Spain?
Serghei Bulgac
executiveSo we touched on this one, I will not come back. And second question from Bojan.
Bojan Djurickovic
analystWhat can you tell us on the CapEx development for 2026? And will it be connected to the potential IPO?
Serghei Bulgac
executiveWell, Yes. It's a good question. Thank you. As I did mention, we intend to broadly decrease the CapEx to around EUR 800 million, EUR 820 million for 2025, so a significant decrease. I mean, significant decrease from the last year's CapEx that we had once again due to the fact that NOWO was a onetime one-off acquisition. We do intend to decrease CapEx further and our expectation expectation for CapEx is to be in the area of EUR 750 million to EUR 800 million for 2026. If IPO is -- if IPO plans or if possible, potential IPO is connected to CapEx, yes or no, I'd rather say no, although, of course, if we have work more funds available to us, we could speed up certain projects. However, our overall overall CapEx in Spain is EUR 350 million to EUR 400 million approximately per year. It is expected to remain stable during 2026 in comparison to 2024. And we have no -- we have no immediate intentions to accelerate oily significantly. However, again, we leave this point open. And if we consider that there are projects, so there are plans that are or accelerating we will take those into account. But not for now, we are we're certainly not dependent on the IPO to execute our CapEx plan. We are fully funded from this point of view, both from internal cash flow but also from the funds that we expect to collect from the Sota project, the project that we run together with Macquarie and other funds in Spain. But as well as maybe marginal additional financing that we are able to raise in Spain if needed. A question from Piotr Raciborski.
Piotr Raciborski
analystSo what level of CapEx and FCF we expect to record in 2025 and 2026 of saying the CapEx so referring to CapEx?
Serghei Bulgac
executiveI did mention this year CapEx as [indiscernible] of EUR 820 million next year, certainly below EUR 800 million in the area of EUR 750 million to EUR 800 million. In terms of EBITDA, I mean, again, just a ballpark number, a very rough approximation for 2025, we expect a number in the area of EUR 600 million, maybe just slightly below. And for 2025, the EUR 600 million number, maybe slightly below. For 2026 we do expect an important EBITDA improvement. It mostly comes -- most of it comes from the Spanish operations. Just like Marius said, we are extremely happy to have increased our Spanish EBITDA by more than 50% in the third quarter. This EBITDA is permanent -- as we -- as you see, we are growing the 30% year-on-year RGUs. So we expect this growth to continue and this goes to resolve both in revenue and in profitability. All in all, I think on the group level, we do expect an EBITDA improvement between 10% and 20%, so quite a significant jump. And again, Romania continues to improve in relation to growth. Spain is significantly improving its EBITDA while Portugal is making steps in managing its breakeven point and accelerating its breakeven position.
Piotr Raciborski
analystWhat target Mark and another question for Piotr, what target EBITDA margin do we expect in Spain, what margin do we expect to report in 2025 and 2026?
Serghei Bulgac
executiveSo I'll let Marius to speak on this again. Yes, one second, for Marius to reconnect. So EBITDA margin stay in 2025 to '26.
Marius Varzaru
executiveI would say, for the long-term goal, maybe next 5 years, our goal is to reach 30% level of EBITDA in Spain. This year, it's a transitional year in between the 2 models. So probably, we will be a little bit below 20% and next year to gather an increase maybe in the range of 23%, 24%.
Serghei Bulgac
executiveYes. And these numbers are, of course, without IFRS 16 impact. So these are the small EBITDA numbers. So this is from Ganesh.
Unknown Analyst
analystCould you provide some color on your fiber rollout in Belgium market. How many homes as we have in Belgium, and we have any specific targets near term?
Serghei Bulgac
executiveSo we did mention that Belgium is the most demanding market from this point of view. I mean we have to do a significant effort to build our own networks there. We are over 80,000 homes passed today. We expect to have 100,000 to [indiscernible] spots by the end of the year or around the end of the year result. We don't -- we will not publish targets. We are still at the beginning. We are learning -- of course, we would like to accelerate. But yes, I think this is helpful so far. Yes. So questions from [indiscernible] from the Portuguese paper echo.
Unknown Analyst
analystSo the first question is, you said you paid EUR 110 million for NOWO, not the EUR 150 million expected the remaining EUR 40 million still due? Or can you explain the discount?
Serghei Bulgac
executiveNo, there is no discount at all. NOWO -- I mean, EUR 150 million is the total price of the transaction subject to certain adjustments but also it's on enterprise value, it's an easy basis. So -- and EUR 150 million was the enterprise value EUR 110 million was the effective price paid for the equity that we acquired in the operator at that moment
Unknown Analyst
analystSecond question, 1 year after starting commercial operations in Portugal, what is your assessment of the market? And how do you view your path to profitability?
Serghei Bulgac
executiveWell, we are I think our feeling is mixed. But I'd say we are not really taking stock for revaluating the result. Although you're right, 1 year has passed on November 4, so just 10 days ago. I think we are extremely busy and concerned to improve our networks to improve the coverage, to extend the coverage further of our fixed and our mobile networks. We're very happy to have built between [ 4,400 ] and [ 4,500 ] mobile towers. In 3 years or so of operation. We are very happy to have expanded our network to more than 2.1 million homes passed. I think this is a big industrial achievement, again, to achieve in approximately 3 years plus. And we are very happy to have the ability to service more than 800,000 customers which also grow on a daily basis. As you appreciate, we are -- the last day, the latest -- the youngest sentiment to the Portuguese market. there's plenty of things for us to do. But overall, I'd say we are very much encouraged by the response of the Portuguese customers by the fact that our services are sought for what we look for. And yes, we're also very grateful to our customers for having the patients and to work with us in this first year of operation. We know that we are bringing latest technologically -- technology-wise, latest services, good services. We know that we offer good quality and we are working continuously to improve our quality. And last, we know that we also offer fair price. And once again, we also know that there is certainly a nice segment of users in Portugal that appreciating the service, and we'll continue to appreciate this segment going forward. So I think it's too early to make big conclusions, but so far, so good. And thank you very much for noticing it was really 1 year. Thank you. And one more question from Flavio. OpEx in Portugal for 9 months 2025 is about EUR 88 million versus roughly EUR 52 million in revenue. So could you disclose the level of CapEx in the country for the same period? I think our CapEx is in the area of EUR 120 million, it is still high. On the other hand, I'd say, most of our CapEx effort is is realized. We will -- of course, we will continue. We're stopping here. We'll continue with further improving and updating our networks, both mobile and fixed. We will continue to improve the fixed coverage. But having said this, I'd say that certainly, we have surpassed the peak of our investment -- and certainly, most significant, if not most, of the investment part is already made. Thank you. Question from Andre.
Unknown Analyst
analystWell, this is for Mars, I believe, what is the net debt for Digi Spain? This is first question. And second question, adjusted EBITDA for Digi Spain increased from around EUR 40 million during previous quarters to EUR 61 million in Q3. What is the expectation for the adjusted EBITDA during Q4 versus Q3?
Marius Varzaru
executiveThank you for the question, Andre. For the first -- for the question related to net debt, we expect by the end of this year to reach 2.6x adjusted EBITDA net debt adjusted EBITDA. So say by the end of the year, we will be in the range of EUR 450 million of net debt in Spain. And for the next year, we expect organically to decrease this level of net B2B increasing EBITDA to probably 2.2x net debt adjusted EBITDA. So please, if you can repeat the second question?
Serghei Bulgac
executiveAdjusted EBITDA grew from EUR 40 million during the previous quarters to EUR 61 million in Q3. And what is the expectation for Q4?
Marius Varzaru
executiveThis is EBITDA, not adjusted EBITDA, so it's included -- the growth for Q4 -- Q3, as I mentioned, is related to the improvement in the economics. And Serghei said, this is a constant improvement. So we will continue to see this level of EBITDA in the next quarters. In Q4, we expect a slightly lower EBITDA compared to Q3 due to the impact of the improvement of the commercial offer late in September. So it will be probably EUR 2 million to EUR 3 million lower than Q3 EBITDA.
Serghei Bulgac
executiveYes. Thank you. And there's also a second question from Andre.
Unknown Analyst
analystThe economic base in Spain mentioned that the possible IPO for Digi Spain could be made at an enterprise value EBITDA is this the valuation you are targeting?
Serghei Bulgac
executiveWell, thank you, but this is certainly something we will never comment if the transaction will take place it will be up to the market to decide. So this is not something for us to comment. But thank you.
Unknown Analyst
analystA question from Jeremy Benatar. What percent of homes have now been passed in Portugal? And are you still on track for 50% at year-end?
Serghei Bulgac
executiveWell, thank you very much for the question. In terms of -- so as we said, we have more than 2.1 million forms. If you count by housewares, this is 50% if you go on buy homes, which includes also secondary homes or vacation homes. I believe it's 1/3. So we are at this level. And next question is the target still to reach 100% of homes part I think eventually, yes, we will also -- but we will not be able to say when we are not making these plans at this moment to make our immediate priority. The question from [indiscernible]
Unknown Analyst
analystWhen are you expecting to fully integrate NOWO, last May you said NOWO will be discontinued and all would start being Digi?
Serghei Bulgac
executiveWell, thank you. Indeed, ultimately, we intend to migrate all customers from NOWO to Digi. We have migrated I'd say 3/4 of mobile users to Digi already. So only a small -- relatively smaller portion of novel customers remains mobile customers remains we are less advanced in terms of fixed services, and this is something that we will continue. And migration will be -- migration will be is not a paper migration. Migration is a technical migration, and it will take longer. How much is difficult to estimate yes, but we will follow will follow up on this in the future. So far so good. No questions -- no new questions for us. If -- if you want to ask questions, please do so. Otherwise, we will wait a couple of minutes on the line. And so -- so a couple of questions for just one second. So a couple of questions from Nora.
Nora Nagy
analystThat's all in this acquisition of its remaining stake in Mass orange, and that's not to list not to be maturing or team your plants in Digi Spain.
Serghei Bulgac
executiveWell, let me just answer this for Marius, I believe now, I mean this is a corporate move at the level of Orange Group and Mason shareholders or Mass moving shareholders. So this is certainly not something that is affecting the commercial or market relationship in Spain.
Nora Nagy
analystAnd second question from over is when can we expect the consolidation of results in Belgium?
Serghei Bulgac
executiveIf so when. Well, -- so far, we're not aiming -- we are not targeting changes in our corporate -- in our current project in Belgium. So far, we are in this joint venture partnership with Citymesh, if there'll be new changes to this or new agreements or modifications will let the market know.
Nora Nagy
analystQuestion number three, Proximus is expected to increase prices as of January '26. Can we expect a similar from Digi in Belgium?
Serghei Bulgac
executiveWe are constantly looking at our operations. We are looking to improve our offering, and we have just recently also launched a EUR 7 project -- EUR 7 mobile package in addition to our previous offers. Having said this, no, we don't intend to increase our prices. And the last question from Nora.
Nora Nagy
analystWhen should we expect spectrum license renewal in Portugal?
Serghei Bulgac
executiveWe don't expect that -- well, we acquired the licenses for 20 years in Portugal. So it's still a very long time before the renewal will take place. Having said this, the regulator is possibly intending to auction unsold spectrum. We are -- I'm not aware currently of the calendar, but yes, there is a very big expectation that in the coming periods, there will be more -- there will be possibly more spectrum sold to the players on the market. There are a couple of questions from -- for Marius from Kaboom Deutsche Bank one second.
Unknown Analyst
analystSo the first question is, are you happy with the current level of ARPU in Spain? Or do you think ARPU needs to be higher over the medium term to help you returns. And as you face wholesale costs on sold it infrastructure?
Serghei Bulgac
executiveSo the first question is on ARPU, the long-term evolution of ARPU and our -- what do we think of it? And there is also a second question. Do you intend to sell more of the infrastructure that you're deploying.
Marius Varzaru
executiveThank you. Thank you, Serghei. Very good question, Kevan. Thank you related to the ARPU levels and the pricing in Spain, we recently modified the offer, it's much more competitive. So from ARPU, we are very happy with current commercial offer that we have. Still, the effect on ARPU is not completely seen due to the fact that it was ex equity at the end of September. So ARPU will continue to see some dilution effect -- but from the point of view of the competitiveness and the level of ARPU in itself and the pricing, we are very happy with the a results and improved also in September, October and November, the results that we've seen a very, very very good, and we are growing at a faster pace than even before. So from the point of view we are happy with the offer and with the current level of pricing. And we don't think that we need to have a higher ARPU over the medium, long term in order to be profitable or to be more profitable. The growth in the next years of the gross margin and EBITDA will come on segmentally from the growth of the customer base in itself, but also from the fact that our cost structure both for fixed and mobile tends to to be more efficient. So with economies of scale and with volume with scale, we'll be able to generate better margin on EBITDA. So we don't actually need to increase prices on ARPU in order to accomplish that. even though part of these customers will have to face oral cost on the FTTH infrastructure that we -- and for the second question related to selling more FTTH infrastructure we are still currently planning to finalize the current agreement with Sota. So we still have to deploy 750,000 homes during this year and next year. And for that, we are still pending to be paid an important amount. So with that, it's -- for us, it's enough for the next year from the point of view of financing the CapEx plan. So we don't think that we need to sell more FTTH infrastructure with the current business cloud.
Serghei Bulgac
executiveJust coming back to the question from Giovanni.
Unknown Analyst
analystSo the undrawn bank commitments are in excess of post refinancing, past our financing are in excess of EUR 125 million. And also as of the end of third quarter and looking forward for the next 15 months, up until December 2026, we we expect to collect at least around EUR 125 million from Macquarie for the sale of the network payments?
Serghei Bulgac
executiveSo all available most commitments, but also inflows that are not related to day-to-day operations are in excess of EUR 250 million. So and yes, there's one more question from La Hill. We expect an additional proceeds from the agreement with shorter this year. Or in the years to come, if yes, could you give us an idea of the amount. So I just touched on this. So basically, between today and end of December next year, the rough amount is in the area of EUR 135 million. Yes. So the -- yes, so there's one message from Giovanni. I also did not capture how much debt is currently located at the Spanish subsidiary level. I believe the debt under the Spanish subsidiary level is in the area of EUR 350 million, just ballpark number. where is the Portuguese subsidiary located within the group, for example, is it under the Spanish OpCo or under the Romanian OpCo. So I did mention this a bit earlier when describing the refinancing that we made. We have created 2 silos. One side is the Spanish silo which includes Digi Spain and all of Digi Spain's subsidiaries. And the other side is the Romanian or the rest of the group silo, which includes Romania, but also all of other subsidiaries, including Portugal, Italy and any other assets that we make here. So Portugal is under Romania. Yes. So I think it looks like this is it. We don't have questions either in the chat box or by email. Thank you. And we will reconnect then in February discussing the fourth quarter results of Digi Group. But in the meantime, thank you very much to all of you for your interest, and we hope you enjoyed our presentation and we hope that you've also enjoyed our discussion on Spain and the results over there. Thank you very much once again. Bye-bye.
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