RTL Group S.A. (RRTL.DE) Earnings Call Transcript & Summary

Welcome, and thank you for joining the conference call for RTL Group Half Year Results 2025. My name is Yousaf, the Chorus Call operator. [Operator Instructions] This conference is being recorded. [Operator Instructions] At this time, it's my pleasure to hand over to Oliver Fahlbusch. Please go ahead.

Yes. Good morning, everyone, and thank you for joining our analyst call for RTL Group's half year results 2025. The speakers for today's presentation are Thomas Rabe, the Group CEO; Elmar Heggen, our Deputy CEO and COO; and Björn Bauer, our CFO. The presentation for this call is available on our corporate website, rel.com, following the link included in our press release under download. The agenda on Slide 2 shows the areas our management team will cover today. After the presentation, Thomas, Elmar and Björn will be available to answer your questions. And with this, I will hand over to Thomas Rabe.

Yes. Thank you, Oliver, and good morning to all. Thank you for joining us this Friday morning. Let me highlight the most important developments of the past 6 months on Slide 4. In the first 6 months of 2025, we made key steps to accelerate the transformation of RTL Group. As we said many times in previous calls, streaming is at the core of the transformation of the TV industry. We're very pleased with the dynamic growth of our streaming business in the first half of the year. Streaming revenue was up by almost 30%, while paying subscribers grew by 15% to more than 7.2 million. As a result, we reduced our streaming start-up losses by more than 50% in the first half of 2025 and remain firmly on track to reach profitability in 2026. Our distribution partnership with Deutsche Telekom contributes to -- continues to be an important growth driver, and we are delighted about the extension until at least 2030. At the end of June, we announced a transformational move for RTL Group, the planned acquisition of Sky Deutschland to further boost our streaming business and diversify our revenue streams. I will provide more details later. Following a long regulatory review, we closed the sale of RTL Nederland for EUR 1.1 billion at the beginning of July, which translates into an expected dividend of EUR 5 per share. Our adjusted EBITDA in the first half of 2025 was broadly in line with our expectations, although the economic environment was more challenging than expected. We confirm our full year outlook provided that RTL Group's TV advertising revenue grows by 2% to 3% in the second half of the year as we currently expect, our full year adjusted EBITDA will increase to around EUR 780 million. And now over to Björn, who will take us through the group's financials in more detail.

Yes. Thank you, Thomas, and good morning, everyone. First, one comment regarding the presentation of our numbers. As most of you are aware, we closed the sale of RTL Nederland to DPG Media on July 1, 2025. Nevertheless, we continue presenting our interim results for the first half of 2025 and the comparative figures without RTL Nederland, which is classified as a disposal group held for sale until end of June 2025 and is thus presented as discontinued operations in our consolidated accounts. With that in mind, let's start with a look at our key financials on Slide 6. In the first half of 2025, RTL Group's revenue decreased by 3.2% to EUR 2.8 billion. Adjusted for portfolio changes and at constant exchange rates, group revenue declined by 5.1%. Our revenue development was mainly due to lower TV advertising and content revenue. These effects were partly offset by significantly higher streaming revenue. Our adjusted EBITA decreased by 7% to EUR 160 million. The decrease was mainly due to lower TV advertising revenue, partly offset by significantly lower streaming start-up losses and cost discipline. It also reflects the seasonality of our operating profitability. The adjusted EBITDA was EUR 273 million as EBITDA is a metric most used by Fremantle's competitors and also by analysts for the valuation of content businesses. We primarily comment on adjusted EBITDA when we present Fremantle's operating profits. For the group overall and for all other business units, adjusted EBITA remains the key performance indicator for our operating profitability. Total group profit in the first half of 2025 was EUR 59 million. The decrease was mainly due to onetime effects, as I will explain in a minute. Let us take a short look at the quarterly development of our TV advertising revenue. Last year, our TV advertising revenue was up strongly in Q1 and slightly up in Q2. As a result, our TV advertising revenue was up by almost 5% in the first half of 2024 and then declined markedly in the second half of 2024, in particular, during the most important [ fourth ] quarter. For this year, we expect a reverse picture, i.e., lower TV advertising revenue in the first half and an increase of around 2% to 3% in the second half of the year versus a lower comparison base. Moving on to Slide 8 and taking a closer look at the main items below adjusted EBITA to group profit. Group profit in the first half of 2025 was impacted by onetime effects, including higher special items and a significant positive impact in the first half of 2024 from the line fair value measurement of investments and remeasurement of earn-out arrangements. The EUR 74 million significant special items mainly reflect restructuring and cost efficiency measures at RTL Deutschland and Fremantle, costs related to the migration of RTL+ to the streaming technology platform, Bedrock as well as expenses in connection with portfolio measures at RTL Group. On the second major impact, as you know, we sold our interest in SpotX to the U.S. ad tech company, Magnite in April 2021 and received part of the consideration in shares. Magnite share price increased significantly in the first half of 2024, leading to a remeasurement effect of the Magnite shares amounting to plus EUR 44 million. In September 2024, we sold all remaining Magnite shares. Also, our financial result and tax expenses were impacted by one-off effects versus prior year. Last year's financial result included a higher positive impact from the measurement of put options, whereas the tax charge in the first half of this year was significantly impacted by a new corporate tax in France and a onetime impact from the U.S. dividend payment. Without special effects, the normalized tax charge would have been 33% compared to the reported tax rate of 85%. Moving on to Slide 9 with a closer look at our cash flow. Until the closing of the sale of RTL Nederland on July 1, 2025, RTL will continue to benefit from all cash flows and profits generated by RTL Nederland. Total net cash from operating activities, including RTL Nederland increased to EUR 88 million. So where do we see the biggest discrepancies between the first half of 2024 and 2025? First, and as just explained, we paid higher income tax in the first half of this financial year and the cash outflow for acquisitions of EUR 160 million in the previous half year mainly related to the acquisition of Asacha Media Group. The operating cash conversion rate, including RTL Nederland, was 71%. For the full year 2025, we continue to target a cash conversion rate of over 90%. At the end of June, RTL Group's net debt increased in line with expectations to EUR 1.52 billion compared to net debt of EUR 492 million at the end of 2024, mainly as a result of the dividend payment in May of this year, and our net debt to adjusted EBITDA ratio stands at 0.95x. Please also note that RTL Group received EUR 1.1 billion from the sale of RTL Nederland on 1st of July 2025. For the business review, I will now hand over to Elmar.

Thank you, Björn, and let's look at the 3 major business units in greater detail. I will start with RTL Deutschland on Slide 11. In the first half of 2025, our German streaming revenue service, RTL+ continued to grow dynamically. Paying subscribers were up 14% year-on-year to almost 6.4 million. Viewing time increased 18%, while net reach was up by 50% to 10.2 million people, making RTL+ the only commercial streaming service in the AGF management system with a double-digit million reach. We're excited to bring our subscribers more sports coverage with highlights of every match from Germany's first and second Bundesliga starting this season. Next year, we'll also add highlights from all matches of Germany's second biggest football competition, the DFB Cup. In the first half of 2025, our German family of linear TV channels remained once again the clear market leader. RTL Deutschland reported a combined average audience share of 25.9% in the target group of viewers aged 14 to 59. We remain ahead of our main commercial competitor, ProSiebenSat1, with 5.4 percentage points. Looking at the financials of RTL Deutschland in the first half of 2025. Total revenue of RTL Deutschland was down 3.5% to EUR 1.17 billion, mainly due to lower TV advertising revenue, partly offset by significantly higher streaming revenue. For context, we estimate the German net TV advertising market to be down between 8% and 10% compared to the first half of 2024, with RTL Deutschland performing in line with the market. Adjusted EBITDA decreased to EUR 17 million. The positive effects from significantly lower streaming start-up losses were offset by lower operating profit from our linear TV channels. Moving now to Groupe M6 on the next slide. M6+ remained strong after launching in May 2024. Year-on-year, monthly users grew by 35% and viewing time increased by 17%. Our flagship channel, M6 retained its status as the second most watched commercial channel in France in the target group with an average audience share of 12.6% amongst viewers aged 25 to 49. The Uefa Champions League final between Paris Saint-Germain and Inter Milan grew a total of 8.7 million viewers on M6, representing a total audience share of 39.9%. The match was the most watched TV program of the season amongst viewers aged 25 to 49 with an average audience share of 55% in this target group. The French net TV advertising market was estimated to be down between minus 8% to minus 9% compared to the first half of 2024. Total revenue of Groupe M6 was down 3.7% to EUR 633 million, mainly due to lower TV advertising revenue, which was partly offset by significantly higher streaming revenue from MC+. Adjusted EBITDA decreased to EUR 110 million, mainly due to lower profit contributions from the content production and diversification businesses of Groupe M6. Turning now to our global content business, Fremantle, on Slide 13. Fremantle's revenue decreased by 5.4% to EUR 905 million in the first half of 2025. This was mainly due to lower revenue from the U.S. and phasing effects, partly offset by the acquisition of Asacha Media in March 2024. The revenue decrease in the U.S. was largely expected as the first half of 2024 benefited from a spin-off of America’s Got Talent. Nevertheless, adjusted EBITDA increased slightly to EUR 65 million, also due to cost control measures and the adjusted EBITDA margin increase from 6.6% to 7.2%. Fremantle's management team has defined 5 strategic priorities, which we already presented in March. Let me quickly reiterate these priorities. First, the ramp-up of Fremantle's own IP development. Second, rapid development of AI across the company's value chain. Third, focus on IP-driven acquisitions of smaller and medium-sized production companies, no large-scale consolidation. Fourth, expansion in attractive geographies and genres. Fifth, increase of Fremantle's adjusted EBITA margin to 9% by 2026 by scaling the organization with continuous cost discipline and by deploying AI. Given the high quality of earnings, we expect that Fremantle will generate operating cash conversion rates of 90% to 100%. And with this, I will hand you back to Thomas, who will take you through the strategy update and the outlook.

Well, thank you, Elmar, and Björn. Our proven strategy framework is based on 3 priorities: core, growth and alliances and partnerships. Core means investing in premium content, strengthening our families of channels, synergistic acquisitions as well as cost and portfolio management. Growth areas are our streaming services, advertising technology and digital advertising as well as content production with Fremantle. And alliances and partnerships focus on advertising sales, content and distribution. Today, I want to focus on 2 points in particular, the continued growth of our streaming services and our recently announced plan to acquire RTL Sky Deutschland. Moving to Slide 16. We are seeing strong growth in paying subscribers, up 15% compared to the end of June 2024 to around 7.23 million. Streaming revenue was up 27%, driven by a higher number of paying subscribers, increased subscription prices in Germany and rapidly growing advertising revenue from RTL+ in Germany and M6 in France. With a moderate increase in content spend, we more than halved our streaming start-up losses compared to the first half of 2024. This puts us firmly on track to reach profitability of our streaming businesses in 2026. And while the streaming revenue target of EUR 750 million for 2026 is an ambitious goal, any revenue shortfall would be compensated, if necessary, by lower costs to reach profitability next year. Let's turn to Slide 17 and the acquisition of Sky Deutschland, which we announced a few weeks ago. The agreement with Comcast, Sky is a transformational move for RTL Group, bringing our full year revenue to EUR 8.2 billion and paying subscribers to 11.5 million. This makes the acquisition of Sky Deutschland the largest transaction of RTL Group since its inception in 2000. The combination will create a unique proposition for entertainment, sports and news across free TV, pay TV and streaming. RTL and Sky are highly complementary in terms of business models and revenue streams, target groups and content offers. Together, we'll have an even stronger -- we'll be in an even stronger position to invest in content and state-of-the-art technology in Germany and Europe to compete with the global streaming platforms. We expect regulatory approvals in closing in 2026. In July, we filed the draft Form CO, the standard notification form used for merger control procedures with the European Commission. Moving on to Slide 18. RTL Group will fully acquire Sky's businesses in Germany, Austria and Switzerland, including its customer relationships in Luxembourg, Liechtenstein and South Tyrol. We agreed with Comcast on the fixed and variable consideration. Upon closing, we'll pay EUR 150 million in cash minus debt-like items. The additional variable consideration is linked to RTL Group's share price performance can be triggered by Comcast any time within the first 5 years after closing once our share price exceeds EUR 41. At the cap, the variable consideration represents an additional pay amount of EUR 377 million. To make it clear, this maximum would only apply or only be paid out if our share price more than doubles compared to today, representing an increase of approximately EUR 6 billion in market cap for RTL. We have the flexibility to settle the potential variable earn-out either in cash in RTL Group shares or in a combination of both. We are currently considering buying RTL treasury shares via open market transactions or a tender offer to enable the full or partial settlement of the potential variable consideration. Slide 19. The pro forma financials for 2024 demonstrate the transformational nature of the planned acquisition. Together, the larger RTL Deutschland will have generated pro forma revenue of EUR 4.6 billion in 2024. The share of subscription-based revenue at the level of RTL Deutschland will triple to around 45%, while the combined annual content spend will more than double to around EUR 2.5 billion. As you can see on the right side, RTL's revenue will further diversify and will be even more balanced between advertising, content and subscription-based revenue. We will integrate Sky Deutschland into RTL Deutschland in steps with a best-of-both approach. The goal is to retain the best talent, assets and processes from both companies with an even stronger focus on streaming. And while Sky Deutschland has in the last year significantly improved its financial performance, we aim to realize annual synergies of around EUR 250 million within 3 years after closing. The majority of the synergies will be cost driven across all categories, but there's also revenue potential from upselling existing RTL+ subscribers to Sky products. Thanks to our existing content partnership with Sky, we know the company, the team and the culture well. We know that both companies are a match. Slide 2021, let's look at this year's second transformational move for RTL Group, the closing of the sale of RTL Nederland to DPG Media. Transaction closed on 1st of July 2025, at which a consideration of EUR 1.1 billion was paid to RTL Group, leading to a capital gain of approximately EUR 0.9 billion. The expected dividend attributable to the sale of RTL Nederland will amount to EUR 5 per share to be paid in May 2026 with the dividend for the full year 2025. We're looking forward to continuing our collaboration with our Dutch colleagues and with DPG through [indiscernible] strategic partnership in technology, advertising and content. With the acquisition of Sky Deutschland and the sale of RTL Nederland, we've proven that consolidation in Europe is possible and consolidation has and will create significant shareholder value. Over to Slide 22. Over the past 5 years, we have transformed our portfolio by focusing on our biggest business units. We have generated proceeds from disposals of more than EUR 2.7 billion and paid out dividends of EUR 3.1 billion, EUR 20.25 per share since 2019. The dividend amount of EUR 3.1 billion does not include the expected dividend from the sale of RTL Nederland as this dividend will be paid next year. And this brings us to the outlook on Slide 23. Despite a challenging economic environment, as I said, our adjusted EBITDA in the first half of the year was broadly in line with our expectations. The geopolitical macroeconomic environment remains uncertain and the impact on RTL Group's businesses continues to be hard to predict. We currently expect that RTL Group's TV advertising revenue will grow by 2% to 3% in the second half of the year. This is based on the following assumptions: lower comps versus 2024, in particular in Q4; further TV advertising market share gains in Germany, tapping into new advertising clients, which currently do not run TV advertising campaigns and a slight economic recovery and higher business confidence in Germany, fueled by the investment program of the new German government, also leading to a slight recovery of the German TV advertising market in the second half of 2025, in line with the current expectations of our German sales house, AdAlliance. Based on this and with continued cost discipline, we confirm our outlook presented in March as follows: full year revenue for 2025 to increase to around EUR 6.45 billion, mainly due to significantly higher streaming revenue and portfolio effects and a full year adjusted EBITDA for 2025 to increase to around EUR 780 million, mainly due to lower streaming start-up losses and continued performance. Around means as the expression which we've used both for revenue and in particular, for EBITDA, a variance of plus or minus 5%. Last but not least, and just to confirm, our dividend policy remains unchanged. RTL Group plans to pay out at least 80% of its adjusted full year net results. This brings us to the end of our presentation, and we will now take your questions. Thank you.

[Operator Instructions] Our first question comes from Annick Maas from Bernstein.

The first one is on Fremantle. How are you thinking about Fremantle for the full year? The second one is on streaming costs for next year. I understand that the EUR 750 million might vary, and therefore, the cost target might vary as well. But if we assume the EUR 750 million is achieved next year in streaming revenues, how are you thinking about the costs, respectively, the profitability for this segment? And then lastly, on -- if you could give us any comments on the third quarter in terms of TV advertising revenue for all your markets. And particularly, you've mentioned that you expect to add new advertising clients to TV in the second half. Is there any specific reason why this should more contribute now than it had in the past?

Yes. Thanks for your questions. First, on Fremantle, I mean, as we just explained, revenue was down in the first half of the year. EBIT and EBITDA was up slightly and margins were also up slightly, which is largely due to cost containment, in particular, reduction of overhead, which we have implemented in the last years. Second half of the year is obviously bigger than the first half of the year for Fremantle or generally in the production business. So we expect significantly higher revenue in the second half of the year than in the first half. And the same applies to profitability. As we said, our target is to get to a 9% EBITDA margin for Fremantle. This target will be achieved in 2026. So we expect 2025 to move in the right direction from, I believe, 7.8% EBITDA margin in 2024. On streaming, as I said, the EUR 750 million revenue is -- continues to be our target for next year for our streaming services in Germany, France and Hungary. That includes subscription revenue, advertising revenue and distribution revenue. What I said before when I commented on streaming is that this EUR 750 million target is ambitious. We continue to believe that we can achieve it. If not, and that is comfort, which I wanted to provide, we're very confident to be able to adjust our cost base in such a way that the business will become profitable next year, which has been our stated objective and target for many years. I say profitability, then profitability means a low double-digit positive EBITDA. Then on advertising in Q3, I'll comment on Germany. First thing to say is that in the third quarter, 50% of the advertising revenues generated in September, 50% in July and August. July and August in Germany were negative. We don't have much visibility on September at this stage. The bookings are coming in. But frankly, the picture is not sufficiently clear to make a projection about September now. It's actually quite difficult at the beginning of August, in the middle of summer to make projections on advertising revenue and bookings. The market is currently slow, but we expect it to accelerate as the summer ends, and the course of August towards the end of August and to have much more visibility at the end of August or beginning of September. We expect the bulk of the advertising revenue to increase [indiscernible] in the fourth quarter, which is explained by the 4 elements, which I mentioned before, in particular, the base effect 2024. In Germany alone, I believe the advertising revenue in the fourth quarter of last year was down by 6.5%, so we expect it to reverse in 2025. And if this was the case, then the advertising revenue increase of 2% to 3%, which is necessary to get to the EUR 780 million adjusted EBITDA would be achievable. So that's our working -- our current working assumption.

The next question comes from Julien Roch, Barclays.

Coming back on your answer on Annick's question. Germany down in July and August. Are we talking low single, mid-single? And I don't think you gave us anything on France. That's the first question. The second one is the timing on Sky Deutschland. When do you expect to file with the European Commission? And once you file best case scenario in terms of approval and worst-case scenario, I know you don't want to commit to a date because the Nederland, you thought it will be a couple of months and it ended up being 18 months, so once bitten, twice shy. But if we could get like a best case and a worst case, it would be useful. And then the last question is on full year '25. Can you give us some indication on numbers below EBITDA because there's one-off in taxes, one-off in interest. So if we could get some normalized level for interest, the normal level of tax and then maybe some colors on associates and minorities.

Sure. Let me start with Germany in July and August, we're talking about mid-single-digit minus. So nothing to worry about, particularly. On Sky Deutschland, I mean, as you rightly said, our regulatory track record in the last 4 or 5 years is mixed. I mean it's just hard to predict how much time the regulators will take to conduct the work that they need to conduct and to test the market. The best case assumption would be a closing at the beginning of next year, so 1st of January. Earlier than that is unrealistic. I say realistic case is in the course of the first half. Worst case would be in the course of the second half. That's the way I would put it. As I said before, in our intro remarks, we've already made the draft CO filing. European Commission -- received a series of questions from the European Commission on the business, on the markets, the market segments and so on and so on. And we're working to provide the answers to the European Commission in the next weeks. And then we'll take it from there. I mean, as you know, the timing largely depends on whether we get clearance after Phase I or after Phase II. So if after the end of Phase 1, the European Commission would decide to go for Phase 2 and an in-depth review of the transaction, then we would be in the second half of the year. I don't want to make any projections at this point. But I can tell you that we are off to a good start with the European Commission with good conversations, and we're working through the questions which the European Commission asked, as I said, primarily on market, market segments, market shares and the like. On the items below EBITDA, Björn?

Yes. So overall, we expect net profit to be higher than EUR 1 billion for the full year. And this will be driven or will continue to be driven by another -- by a number of one-off effects. First of all, we have the capital gain from the sale of RTL Nederland which will be tax-free, which will then lead to kind of a reported tax rate for the full group, which is extremely low versus at the half year, as you've seen, the reported one is very high due to the 2 one-off items that we mentioned earlier. But on a normalized level, I expect the take rate in the kind of low 30s percent. So it was 33% in H1. On the financial result, I mentioned the kind of one-off effects related to put options. I'm not aware of any additional one-offs with regards to the rest of the year. Interest expenses, on the other hand, will go down for the remainder of the year, given that we are now in a net cash position, and I also expect to be in a net cash position at the end of the year.