United Group
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United Group Annual Report to Noteholders for Financial Year 2020 27 April 2021 FY 2020 BONDHOLDER REPORT CONTENTS Page 2020 Summary ................................................................................................................ 3 Business ........................................................................................................................... 6 Key Operating Measures ..............................................................................................62 Results of Operations ...................................................................................................65 Liquidity and Capital Resources ..................................................................................73 Subsequent (Material Recent) Events ........................................................................78 Mergers & Acquisitions ...............................................................................................82 Management team ........................................................................................................83 Appendices ....................................................................................................................86 Appendix 1 - Financial statements ...................................................................................87 Appendix 2 - Key Factors Affecting Our Business and Results of Operations.........................90 Appendix 3 - Definitions of Key Operating Measures.........................................................99 Appendix 4 - Description of Key Line Items ................................................................... 101 Appendix 5 - Quantitative and Qualitative Disclosures about Market Risk ........................... 103 Appendix 6 – Critical Accounting Policies...................................................................... 105 Appendix 7 – Adria Midco BV Group Consolidated Financial Statements ........................... 106 Appendix 8 – Related parties transactions ....................................................................... 107 Appendix 9 – Risk factors ............................................................................................ 109 Appendix 10 – Material Debt Instruments (Other than the Notes) ....................................... 112 FY 2020 BONDHOLDER REPORT Disclaimer THIS REPORT (THIS “REPORT”) IS NOT AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL SECURITIES. IT IS SOLELY FOR INFORMATION PURPOSES. BY READING THIS REPORT, ATTENDING A PRESENTATION OF THIS REPORT (THE “PRESENTATION”) AND/OR READING THE SLIDES USED FOR THE PRESENTATION (THE “PRESENTATION SLIDES”) YOU AGREE TO BE BOUND AS FOLLOWS: This Report, the Presentation and/or the Presentation slides contain forward-looking statements, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or including the words “targets”, “believes”, “expects”, “aims”, “intends”, “may”, “anticipates”, “estimates”, “would”, “will”, “could”, “should” or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond our control that could cause our actual performance or achievements to be materially different from future performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future strategies and the environment in which we will operate in the future. These forward-looking statements speak only as at the date of this presentation. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any of such statements are based. This Report contains summary audited financial information for Adria Midco B.V. and its subsidiaries for the twelve months ended December 31, 2020, unless another source, such as management accounts, is specifically mentioned. Certain financial measures and ratios related thereto in this presentation, including EBITDA, Adjusted EBITDA, Adjusted EBITDA minus capital expenditure, RGUs and ARPU (collectively, the ‘‘Non-IFRS Measures’’) are not specifically defined under IFRS or any other generally accepted accounting principles. These measures are presented here because we believe that they and similar measures are widely used in our industry as a means of evaluating a company’s operating performance and financing structure. Our management believes this information, along with comparable IFRS measures, is useful to investors because it provides a basis for measuring the operating performance in the periods presented. These measures are used in the internal management of our business, along with the most directly comparable IFRS financial measures, in evaluating the operating performance. These measures may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles, and you should not consider such items as alternatives to net income (loss), operating income or any other performance measures derived in accordance with IFRS, and they may be different from similarly titled measures used by other companies. 2 FY 2020 BONDHOLDER REPORT 2020 Summary 27 April 2021 – United Group, the leading cable and media player in South Eastern Europe, today reports its financial results for 2020. Operational Highlights Homes passed grew by 99% to 3,686 thousand compared to FY 2019, primarily as a result of Vivacom acquisition and organic growth Number of unique cable subscribers1 increased to 1,948 thousand (FY 2019: 1,176 thousand) Revenue Generating Units (“RGUs”) up by 178% year-on-year to 10,897 thousand, driven by Vivacom (4,461 thousand RGUs), Telemach CRO (937 thousand mobile RGUs) and Forthnet (1,376 thousand RGUs) acquisition as well as organic growth Blended Cable Average Revenue Per User (“ARPU”)1 for FY 2020 down by 10% year- on-year to €20.5 (FY 2019: €22.7) driven mainly by the Vivacom acquisition Financial Highlights Consolidated Group revenue for FY 2020 up 57% year-on-year to €1,161.3 million (FY 2019: €741.8 million) Consolidated Group adjusted EBITDA up by 47% in FY 2020 to €434.2 million (FY 2019: €295.4 million) Net cash inflow of €35.3 million versus an inflow of €206.6 million in FY 2019 As at December 31, 2020, net leverage for United Group (ratio of Group Net Debt to Annualized Last Two Quarters Adjusted Pro Forma EBITDA2) decreased to 4.70x (December 31, 2019: 4.86x) 1 Please note that due to the acquisition of Vivacom, definitions of certain key operating measures have been amended to align methodology across the Group (Homes Passed, Unique Cable Subscribers and Blended Cable ARPU). Due to this change there was also a minor restatement of blended cable ARPU and unique cable subscribers figures. 2 Annualized Adjusted Pro Forma EBITDA is calculated as two times Q4 2020 + Q3 2020 Adjusted EBITDA plus €6.9 million of United Media expected synergies plus €36.6m of Vivacom L2QA Adj. EBITDA Contribution (Jul20) plus €50.1 million Forthnet L2QA Adj. EBITDA Contribution (Jul20-Oct20) plus €55.3 Nova BG L2QA Adj. EBITDA plus €13.0 Other M&A companies (for which the Group signed agreements for acquisition and are in process of receiving regulatory approvals) L2QA Adj. EBITDA. 3 FY 2020 BONDHOLDER REPORT The following summary describes the operations in each of the Group’s reportable segments or subgroups: Vivacom includes the results of the Group’s cable, mobile and DTH services in Bulgaria. Forthnet includes the results of the Group’s cable and DTH services as well as media and content business in Greece. SBB Serbia includes the results of cable services in Serbia and direct-to-home (“DTH” or Satellite) operations in Serbia and North Macedonia. Absolut Solutions results are also included in the SBB Serbia segment, however their results are not reflected in the statutory consolidated results of the SBB Serbia Group. Telemach Slovenia includes the results of the Group’s cable, mobile and DTH services in Slovenia. Telemach CRO includes the results of the Group’s mobile services in Croatia. Telemach BH includes the results of the Group’s cable and DTH services in Bosnia and Herzegovina. Telemach Montenegro includes the results of the Group’s cable and DTH services in Montenegro. United Media Group includes the results of the Group’s media and content business in the former Yugoslav region including the results of N1, Sport Klub, Grand Production, Orlando Kids, IDJ and entities acquired during 2018 (Nova TV and Direct Media Group). Other Businesses includes the results of the Group’s other operating businesses (such as NetTV) and its Holding companies. United Group generated consolidated revenues of €1,161.3 million during FY 2020. The 57% increase in revenue is attributable to the Vivacom, Forthnet and Telemach CRO acquisitions, organic growth of the subscriber base, migration of subscribers to multi-play packages and the impact of other acquisitions in 2019 and 2020. Adjusted EBITDA in FY 2020 was up 47% to €434.2 million. Summary financials table in € m FY 2019 FY 2020 Change Revenue 741.8 1,161.3 57% Adjusted EBITDA 295.4 434.2 47% Result from operating activities 51.6 68.5 33% Profit/(loss)