Tele Columbus AG (TC1) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. This is Markus Oswald, Group CEO of Tele Columbus. Thank you all for attending this call and thanks to all lenders and noteholders for supporting the transaction so far by providing your consent. As you know, by majority noteholder consent, we have successfully implemented an extension of the grace period for the nonpayment of interest under the SSN and received waivers for any defaults arising from implementation of the planned events and the extend transaction. The SSN consent solicitation remains open until 12th of December, and there are some further waivers, which require the consent of over 90% of SSN holders. So any holders yet to provide their consent are encouraged to do so. Thank you. An equivalent consent request agreements outstanding in relation to the company's term loan facilities, and we encourage to all term lenders to confirm the consent to that request with the facility agent. We also continue to encourage and request investors to exceed to the lockup agreement for the wider amendment and extension transaction by 12th of December, in qualified for the early-bird fee. In the meantime, we wanted to organize this call to answer questions that you may have on the business case, the current performance and the business plan to help you make an informed decision. I assume everyone by now has had time to go through the presentation and recording which were uploaded to the company investor site on the 22nd of November, also apologize to anyone who face technical difficulties during the previous presentation. So for that, we also set up this call right now to one's who have further questions now. So let's dive into the presentation and come to Page 3 immediately which gives you an overview of the Tele Columbus, and our key facts. So first, we want to present to you a quick snapshot here and the key figures. So Tele Columbus is a leading German fiber network operator and the #2 cable company in Germany in terms of Homes Connected. Our footprint spans across Germany with a strong network of assets and a highly attractive customer base for cross- and up-selling. So coming to the footprint, 4.8 million homes passed, 3.3 million (sic) [ 2.3 million ] gigabit-ready homes connected, 0.9 million TV-only homes connected and 1.6 million homes passed but not connected. This path puts us in a unique position to take advantage of the continuously growing demand for faster broadband connections. On the profit metric side, Internet & Telephony has the largest share in our gross profit, which stands for 47% and TV directly follows by 44%. The key KPIs, total revenue, EUR 447 million, EBITDA, EUR 183 million compounding -- Cross-compounding to an EBITDA margin of over 40%, exactly 41%. As already mentioned, 2.3 million gigabit-ready homes connected and the total RGU number of EUR 3.6 million. On the right-hand side on this page shows our most important growth pillar. The German broadband market continues to show dynamic development. We are capturing this opportunity, continuously growing and capitalizing on this momentum. So good to see Tele Columbus with a green graph on top of all the competitors in the German market. So on the -- so looking at over the last 2 years, Tele Columbus, which is brand PŸUR is the fastest-growing one of all IP network operators in Germany. Under the new leadership team and consumer team, Tele Columbus -- of the new Tele Columbus management, these trends continue to accelerate. When we turn in now to Page 4, which shows the current performance overview in Q3. It is a worthwhile to mention we have continued to deliver on our rollout plan with the following key headlines for the quarter. Operational-wise, focus on consumer sales, shown also in the graph before, which led to Tele Columbus being the fastest-growing IP operator in Germany which net adds up to 67% year-on-year. Continued shift towards higher bandwidth with more than 30% of our gross adds opting for more than 400 megabits per second and more. Continued trajectory of expanding gigabit connections, providing a pathway for improved financials. Cable TV by performing that IP performance stabilizing, only minus 7,000 net adds in Q3 2023. Premium TV proved resilience with RGUs stable by plus 7,000 year-on-year. From a financial perspective, Revenue in the first 9 months, '23, remains stable with almost EUR 333 million, underpinned by a shift in revenue from TV to IP. Adjusted normalized EBITDA in Q3 increased by 5.2% year-on-year to EUR 49 million. CapEx in Q3 at high levels of EUR 53 million. On Page 5, let me remind you of the key drivers of our business plan. So 3 important areas you can see here, the business plan foresees over 6 -- over EUR 0.8 billion CapEx investment in the network over the 6 years to upgrade, to 52% of FTTH, FTTB connections, and 58% then on the gigabit side with DOCSIS 3.1. Significant combined retail and wholesale penetration on the IP side grows to 55%, and of course, by doing that, change in revenue mix with IP and phone growing from 35% to 57%, of total by 28%, while TV decreases to 21% of total. All this results in attractive growth in revenue, margin and cash flow conversion. This results in a dramatic improvement in our margins and cash conversation -- conversion, sorry. On Page 6, you can see a business plan overview and expected financial development until '28. We aim to achieve consistent top line growth, especially from '25 onwards on bulk TV migrations, once bulk TV migration is completed and margin expansion, which will be driven by improved execution and significant investment in the network. While CapEx will remain high over the next few years, as we continue to invest in growth, this will start to come down over the period. resulting in continuous cash flow increase. Over the course of the business plan period, the company expected to deliver -- to delever to 4.4 net leverage in line with other telco and leveraged finance peers. On Page 7, the proposed cornerstones. So we take the opportunity to reiterate the proposal cornerstones of this transaction. The short-term shareholder loans will maintain liquidity in the business until the transaction is complete. In total, EUR 3 million (sic) [ EUR 300 million ] capital contribution comprised of EUR 100 million at completion, including refinancing of existing shareholder loans and EUR 120 million within the 12 months of completion will come into the business, which will fully fund the operational business done in the medium term. So this, along with early capital contributions, we present a significant sign of support from the shareholders and their belief in the business. In return, for the continued shareholder support Tele Columbus request maturity extension at par with the 15th of October '28 across the term loan and the senior secured notes. The extension across the capital structure provides us with sufficient maturity runway to optimize operations. So why should investors support? This is outlined on Page 8. We should just like to remind you the key reasons for the proposal. So long-term committed shareholders support results in a fully-capitalized business. So next page, please. Sorry. Yes, it's on. Wonderful, thanks. So long-term committed shareholders support results in a fully-capitalized business. Maturity runway provided enables the business transformation into a connectivity-focused company, significant deleveraging leads to a sustainable capital structure and material improvement in credit profile over time and no fundamental altering of creditor position. So if there are -- thanks, everyone, for sharing your questions. So on Page 9, you also see contact details, I would assume -- sorry, but I also have to do it on my side. So we have aggregated the questions into some key questions or topics which we will go through in details before opening the floor to live Q&A sessions. So I will read out the questions and give the answers and then we come to the third session. So one -- question number one. Can you provide an updated '23 budget? So please refer to the '23 guidance in the fiscal year 2020 financial statements. But overall, we are on track for the year on revenues and adjusted normalized EBITDA, with reported EBITDA below due to [ A&D ] process and transformation. Note, our normalized EBITDA is impacted from an IT shift from CapEx to OpEx expected to be reverted by Q4. Question number two, what are the key drivers for the business year 2024. So we believe '24 will build on '23 momentum for several reasons. First of all, on the back of structural investments in sales channels, we are seeing a strong momentum on B2C, with IP net adds increasing at double-digit growth rate, and shifting towards higher bandwidth products. At the same time, TV migration for bulk in '24 provides an opportunity to get closer to our customer and sell higher ARPU IP products. Our TV customer base has seen strong resilience over '23, and we expect this trend to continue with upside potential from potential upsell to premium TV and our next-gen TV platform. We have seen the same momentum in B2B and have already taken several measures to take our product portfolio, sales and customer service to the next level. For that, we see or we expect growth in '24 also on that business side. We expect the contribution from wholesale to accelerate going forward, driven by our existing partnerships in addition to ongoing discussions with potential future partners. In parallel, we've started and identified cost allocation measures, which have started showing results already in '23 and will continue to do so in '24, improving our margins. We have accelerated CapEx over the last 2 years to accelerate the fiber rollout and support our growth going forward. And therefore, we are uniquely positioned to take advantage of the continuously growing demand for faster broadband connections going forward. We have also increased investments into personal marketing and IT to improve our sales channels and maximize capture of existing customers and continuously expand the existing footprint. We have continued to build up our long-term relationships with housing associations, which are key assets or our key asset for the rollout going forward and just signed a [ frame ] contract with the biggest industry association. I think it was last week or the week before. Third question. So I read -- also hear the question, is the focus on maintaining or increasing Internet subscribers at the expense of growing ARPU? How has Tele Columbus pass on cost inflation to customers? So 2 questions. So we offer best value for money fiber cable products compared to these L-based products in order to grow our base and increased penetration in our networks. We currently do focus more on subscriber growth, but constantly keep an eye on price developments and adjust if necessary. By introducing a state-of-the-art churn management as well as introducing new add-on services products, we are confident to also increase ARPU. Regarding inflation in '23, TC is conducting a price increase for 300,000 Internet customers. Price increase took place in Q3, we have experienced a less-than-expected churn from impacted customers so far. In the years before, TC has also increased prices in 2016 and 2019. Note customer contracts do not include annual price increases based on German [ law ] or this is not allowed, hence each price increase will trigger an extraordinary cancellation wide to all customers impacted. Next question. What percentage of the planned fiber rollout has now been completed, and therefore, how much remains outstanding? So on an FTTx, which could be B or H phasis, we just need to close EUR 0.5 million of our footprint is on fiber. So most upgrades take place just right now. So in '23 and '24 are mainly related to contract signs with housing industries in the years before. So we are completely in line with our expectations. For '23, we expected from our overall 20.3 million gigabit homes, 400,000 on FTTB and something around 110,000 on FTTH. So nearly something over 20% completed. So the deployment of the fiber rollout will be managed according to our housing associations needs and contractual agreements as well as the housing associations renovation cycle. Until fiber upgrades are rolled out, we will benefit from our gigabit-ready DOCSIS 3.1 network which, like I said before, is capable of 1-gig contracts. And now question number five, what growth do you expect from IP? And what is your target penetration? So IP growth is projected to mainly come from new customers with a leveling on the new multichannel B2C sales organization that has been already set up this year, with new shop strategy, a door-to-door channel, performance-based online channel and inbound and outbound tailor sales. We already have seen a double-digit year-on-year increase in revenues in Q3 '23 and are confident to grow our B2C sales performance according to our business plan. Also, the bulk migration is a great opportunity in '24 to increase our penetration from existing customers. All our customers are benefiting from expanding gigabit-ready connections. 23% penetration today is definitely not enough. Targeted penetration at 40% has been achieved by this management team in previous roles in other companies. Question number 6, what is the retention level of your bulk customer base that you have achieved? So during the process of migrating from bulk to individual contract. We expected a retention rate of 60% on single user contracts, and once migrated to individual contract, we expect a more stable base -- churn rates are usually much lower, also driven by Internet upsell and bundled products, as well as the expected positive impact of our new next-gen TV product. So by far, we only have migrated something around under 5% of our bulk contracts. The main part will be migrated in '24 as planned. But in already executed large bulk migrations, we have already achieved our planned conversion rate. Question #7, it's now. How will you offset the decrease from TV? Can you provide an update on next-gen TV, when will they be launched? So overall, we expect to keep a number of TV subscribers broadly constant on the strongly increasing number of broadband customers including TV and IP bands will offset potential negative effects from bulk migrations. As of today, almost 40% of our new broadband subscribers take an IPTV bundle, offer, and we expect this ratio to increase with the launch of our competitive next-gen TV offer. We plan to fully launch our this platform in all channels for new and existing customers in Q1 '24. This is only the start as we expect to upgrade our product with even more features throughout '24. Next question, how are you expanding -- expecting to achieve wholesale business client revenues? So the wholesale unit has been established just 6 months ago, onboarding a wholesale director with a respective experience and background. A long-term business plan has been developed and agreed, as well as an organization for the unit, including product management, key account management, account management, research engineers, et cetera. Recruiting for the vacant positions is underway. I just got the information that we again signed contracts yesterday. Currently, there is only one wholesale IT platform, which has been developed exclusively for wholesale cable network for Telefónica. This platform is right now not fit to handle multiple different customers. A project has just been kicked off to develop a multiclient FTTH wholesale IT platform. I have to look at the timing. So can you provide more color on OpEx, while it was in your business plan? So next question. The forecasted OpEx profile is substantiated by economics of scale as well as significant cost-saving initiatives. This includes lower personnel costs as percentage of revenue implied by increasing economic loss scale from significant investments into head count in recent periods, increasing penetration and ongoing FTTH rollout. Personnel costs as a percentage of revenue are expected to reach 10%, 12%, in steady state in line with comparable peers. Marketing costs are expected to stay flat as a percentage of revenue in the forecast period, as the management is implementing a more data-driven strategy that allows targeting spending on individual customers. What are your CapEx expectations? Can you provide some more detail on your CapEx per homes connected? So we continue to invest in growth, given our competitive edge based on our network topology and our presence in densely populated urban areas. We have the lowest fiber upgrade costs in the market, something around EUR 650, only EUR 650, roughly split between Level 3 upgrade and Level 4 upgrade. Digging is the most expensive part of our CapEx, and we have in-house craftsman for digging which is also a big opportunity. We are concentrated in 25 cities, so higher density and approximately between connections allow us to achieve better rates. Next question is, why are you prioritizing DOCSIS 3.1 upgrades over FTTH deployment? TC remains committed to the fiberization strategy as fiber will be the future. However, given TC's unique position and it's important to focus on and invest in the existing network with DOCSIS 3.1, which provides exactly as much speed as demanded by existing and new customers. In any case, we expect to finalize our DOCSIS 3.1 rollout next year or even then in '25. Our annual target of approximately 170 homes connected, fiber upgrade remains on track, is well below benchmark and fully aligned with the housing association demand. I would say now it's time for the -- so the next one, okay, what -- okay, last question I will read, and then you have time to ask question, what provides you confidence that you will not face liquidity issues? Again, yes, you're right, [ Johan ], high -- really important question. So high investments, combined with declining operating cash flow due to decreasing sales in the TV segment has been the reason for decline in liquidity in the past. This will be offset by higher Internet problems, growing sales from the B2B business with the housing industry and in wholesale. As you have seen, we have now appointed separate directors for each of these growth areas. The company is in the process of implementing strict cash preservation measures, including implementation of a successful cost allocation program, while at the same time, ensuring that no damage to the current business resulting from these measures. We have EUR 300 million equity injection from our shareholders. And also -- and these are [ doing ] a big cash interest structure to ensure sufficient liquidity going forward, while the company embarks on executing the business plan. We are confident that sufficient liquidity can be insured until closing of the border refinancing transaction. As of the latest, the company has EUR 50 million of the shareholder loan available, which can be used for short-term liquidity. The company is not expected to have any liquidity shortfall till the closing of the deals expected latest in March '24. Generally, Tele Columbus has good visibility throughout the year and is carrying out an extensive exercise on cash flow. In addition, the company goal is to maintain a robust and healthy liquidity position at all times in order to have the necessary strategic flexibility for the sole development of the company. As part of the transaction, the company has secured sufficient liquidity in the short term to operate on the basis of a fully-funded business plan. The current deals -- the deal includes a minimum liquidity covenant at a level higher than the minimum requirement to ensure a comfortable headroom. Okay. Thanks for these questions you filed in. And now I hand over to the operator, Charlie, and ask you for several other questions.

[Operator Instructions] Our first question comes from Jean-Yves Guibert of BlueBay.

Yes. Markus, Can you hear me?

Yes, Jean-Yves.

Yes. A couple of questions, if I may. First one, a follow-up in terms of the bulk migration. So what's your expectation of the incremental broadband take-up as percentage of the former bulk customers which are successfully retained under individual contracts. So what are your assumptions in terms of IP take-up amongst those customers being retained?

Yes. So in the development of our business plan, like I said, so the take-up in that bundling is already in our number when we are saying we want to aim for -- in '28, for more than 40% going up to with wholesale for the target number. And we also have to have in mind, so first of all, we are aiming for 60% on single contracts. Having said that, this is our first target. So same with TV also in our base. If it is then -- that is 20% or 30%. I think with the project for us, it's also widen our base, know the customer and then develop, then develop again the base management by up-selling on action. Right now, because it comes from a different perspective, I think it is something around 40% with bundles. Customers are asking for IP and then take also TV. So this is what we will deploy in the next year.

Okay. Fair enough. One point which has not been discussed at all is with respect to your Level 4 network ownership between either Tele Columbus or the landlord. So out of your approximately 1.9 million HFC home passed, 350 FTTB and around 80 FTTH. Could you provide the percentage of homes passed where Tele Columbus on the horizontal in wiring network. And also upon contract renewal, is there a risk that the ownership shifts from Tele Columbus to landlord, and what's your expectation on that front?

Yes. So the ownership of the network is only -- so the demand of the housing association in that direction is only with the really big ones in the market. And I would say it is something around 10% to 15% on that side. And the good thing is with the new telco law, also for rolling out fiber, you go into a position of -- to be a telco operator when you roll out the fiber network and own it because then it is already -- and we offer it for open access, and you as a housing industry then has to provide or have to provide open access. And this really led in the past, what we experienced step back housing associations for asking for that ownership. And this is development throughout the telco law by rolling out the fiber. So I would say let's assume that 10% to 15%, which we are now having.

Okay. And my last question, if I may. It's about your CapEx plan, your CapEx projection. So I think you say that by end of this year, you expect to be at 110,000 of FTTH home passed. And I think the plan expects to get to 0.9 million by 2028. So on that range, that will represent between '24 to '28, around 170,000 home pass upgrade to FTTH. If I apply the EUR 650 average for upgrade to home passed, excluding the inflation costs here, obviously, that represents EUR 110 million of related FTTH upgrade CapEx per year. So could you please reconcile with the average of EUR 300 million CapEx per year, presently in the plan. If you can bridge between EUR 110 million to EUR 300 million, what are the remaining EUR 190 million CapEx?

Joachim here. Yes, on the CapEx, besides deployment CapEx. CapEx also includes roughly EUR 50 million of capacity CapEx per year and EUR 50 million of...

Sorry, 5-0 or 1-5?

5-0. EUR 50 million capacity and EUR 50 million IT CapEx and another EUR 50 million on customer CapEx and others, and roughly EUR 40 million of these CapEx are lease related.

May I also add one important point on this, you can see because the CapEx profile is high in '24 and then also goes a little bit down, and this is related to the sales CapEx because we pay out commissions to our point of sales, and this also is capitalized and then jump, so the numbers are high because of the bulk migration in '24. So business or rollout is billed down by that CapEx profile because we have this one-off effect by the bulk migration in '24, which leads to higher CapEx for sales commissions, which is good because this month [ need ] is also signing contracts.

Our next question comes from Tomas Moreno of Bain Capital.

I just had 3 questions. So the first one is for 2023, can you confirm the EBITDA for the full year of 198 is normalized publishing in your deck last week to meet that number? Second one is 2024, you published EBITDA number of [ 221 ]. Do you expect that to be number for 2024? The third question is a follow-up to Jean-Yves question on broadband penetration. The 5% of [Technical Difficulty], what is the percentage point increase in the broadband penetration of that? Just to get a rental sort of broadband managed to make when you migrate those customers.

Sorry, could you repeat the third question that you were breaking up.

So the third question is on the 5% of the bulk TV base, which you have already migrated, what increase in broadband penetration of that base after the migration? So by how many percentage points does the broadband penetration of that TV base increase when it is migrated?

Okay. So first, to your first 2 questions on the EBITDA for '23 and '24. We stick to our guidance on that, which we gave in the past. And the uplift on the bulk migration contract is something around, I would say, in that projects, in time of migration because it is what -- sorry, we are in a -- just -- I have to explain how this migration runs because it is not ended. It is -- we are going through these projects in waves, so even if I now give you a number, and I think the number is, the uplift is something around 5% to 6% right now, on penetration, it is not ended. So the waves are going on also after the -- the exact date of the migration. So yes, and then [indiscernible] is something...

What would then be your target or you can -- what would then be your target? Or what do you expect you can achieve once the migration is done?

Yes. I think the target is to really migrate to that above 40% on a TC retail level in the business plan you just saw. So it will develop over time. And you can't say in this product, you are behind the target because it also depends how supportive the housing association is on our side. And this depends a little bit also if you have, in Germany, it's called [Foreign Language] or is it an administrative housing association. So overall, the 40% or higher than 40% is the target development over the years.

Our final question of today comes from Yash Bhatt of Apollo.

Can you hear me?

Yash, wonderful. Yes.

Yes. I had a few questions actually. The first one is just looking at Slide 6. Given the strength of the business plan, what was the reason why United Internet did not participate in the secretary ramp? I have a few more questions, but I can go one by one.

So to United Internet, they are just analyzing what they do in the future, and at the point right now, I wouldn't say that they have not been right now not but just analyzing and then finalizing by finalizing the deal we will have the answer.

Okay. On the business plan itself, obviously, your penetration assumptions with broadband are meaningfully higher than your peers. What gives you the confidence that you can achieve those plans away from the heavy discounting, which you have been doing through the course of 2023, given sort of Internet revenues have potentially been sideways as subs have increased? And how do you aim to increase the ARPU as well as achieve a high penetration, if that is part of the plan?

So I wouldn't say that our assumptions on our penetrations are higher than peers because in my past, I saw and was responsible for penetration rates higher than 40%. So this is what we and the team who also delivered on that in the past is now planning exactly for the [ strike ] of Tele Columbus in the future. So knowing how that works together with housing association together with an omnichannel approach on the consumer sales side, which also means that all the channels have to perform. But on the other hand, we also aim with base management. So once you know the customer you can work him. And this is also our assumption on combined businesses and also ARPU increases. So it is on the one hand side, the ARPU, you see on what is a monthly fee, but the customer also pays for the modem, for example, and for other services related to him and this is what we are aiming to do in the future with our base management efforts. And this also then is linked to the ARPU increases, together with the higher band risk, which we are right now seeing developed from 2 years ago, 1 year ago, it was 17% of our customers taking 400 megabit and more, and now we pushed this number to over 30% and are willing to do that to -- also not only the 40% penetration rate is our aim, but also bring that number customers who are looking for 1-gig product should be much more in our base than in the base before.

Are you able to sort of break out a little bit about your expectations between sort of ARPU growth and volume growth? I mean, I guess you can sort of maybe back it up on the business point, but if you have that data handy. I mean, no worries is no -- I mean I have another question, I mean I can come back on the e-mail chain, if that's easier.

Yes. Yes. Okay.

Take it offline if it's too detailed. The other question I had was just on the TV, I mean I think on this call, we will follow Vodafone and the range of retention rates in which they provide on their TV product is well, at least broader, maybe on the upper end, consistent with the retention rates that you're saying, albeit on a relatively small part of your base. I guess the question is, why is your sort of TV retention assumption is so much higher than Vodafone. And I think linked to that, I think Vodafone are quite explicit that there would need to be an investment in the OpEx base to facilitate individual billing as well as working capital implication just based on the difference in payment cycles from the housing association paying all upfront and then chasing individual people for the EUR 9, EUR 10, EUR 11, whatever it is per month of TV. Is that been factored into your business plan anyway?

Yes. Yes, it is factored in, and I think when you compare us, I don't know if it makes sense to compare to 2 companies here in that side because the portion of the work we have to do in relation to the base is completely different in TC compared to Vodafone. So we -- only, it is a big number, but we only have to migrate 40% of our base. And for that, maybe also our project planning is different to that from Vodafone. But hard for me to compare that on that side.

Thank you. Unfortunately, these will be questions we have time for today. Therefore, this does conclude today's conference call. Thank you all for joining. You may now disconnect your lines.