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Ses Sa Glbl Fid Dep Shs
4/30/2024
Hello and welcome to the SES 2024 Q1 results. My name is Jess and I'll be your coordinator for today's event. Please note this call is being recorded and for the duration of the call, your lines will be on listen only. However, there will be the opportunity to ask questions. This can be done by pressing star 1 on your telephone keypad to register your question at any time. If at any point you require assistance, please press star zero and you'll be connected to an operator. I will now hand over to your host, Richard Whiting, Head of Investor Relations, to begin today's call. Thank you.
Good morning, everyone. Thanks for joining this analyst and investor call. The presentation was uploaded along with the press release to the investor section and the general press release section of the website if you don't already have it. The agenda is outlined on page two. In a moment, Adele Al-Saleh, CEO, will present the main Q1 business highlights and an overview of the transaction that we announced this morning, followed by Sandeep Jalan, CFO, to cover the financial aspects in more detail. As always, please note the disclaimer on page three. After some closing remarks from Adele, we will take your questions. With that, let me hand over to Adele.
Thank you, Richard. Good morning, good afternoon, good evening, everybody. First of all, I will start with apologies of rushing this announcement and getting you all on such short notice, and I appreciate everybody dialing in. As Richard said, we have a couple of topics today. The first one is our Q1 results, and the second, of course, is the exciting news that we want to share with you and go deeper on the transaction that we announced earlier this morning. So if we can go to slide number five, which is our first quarter results, we will make this quick. Our first quarter results was very solid. It was a good start for the year. We delivered 2.5% growth year-on-year on the revenue. Revenue was at €498 million. And adjusted EBITDA grew 4.7% year-on-year, which was €275 million. That is a solid start for us, which underpins our full-year forecast and outlook that we shared with you before. The growth was driven by our networks business, which grew almost 10%, 9.6% year-on-year, including some periodic revenues. Media delivered as expected, minus 5.2% year-on-year. As you know, that's the business that we understand where it's heading, and we know exactly what we need to be doing in order to manage it with a very high cash-generative profile. We had good renewals, more than 125 million renewals, which kept a very strong protected contract backlog at $4 billion, which is a good position to be in. And our adjusted free cash flow was plus $38 million, which is a very good swing compared to last year's first quarter as well. Our net leverage was at 1.5x, including $2.4 billion of cash and cash equivalents, which are earning interest income. And of course, one of the big important news besides our big transaction that we announced earlier today is our Empower began serving customers in April 2024, which is just one week ago. And it's delivering on the multi-orbit capabilities and the customer offerings that we have committed. We're very excited about that. It's a highly sought-after capability. Our biggest challenge, colleagues, is actually managing the allocation of supply that's available in Empower. So that is where we are in the first quarter. As I said, this is a very strong start for the year, and we are happy where we landed, underpinning our financial outlook for you guys. If we can go then into... the next section. Unless, Richard, you want me to pause here and get any questions on first quarter? No, keep going. Okay. So let's go to slide number seven. So it's exciting news for us. We've announced that we have gone after the acquisition of Intelsat. As I said in my previous investor relations call, we were evaluating different options of how to deploy the cash that we had, focusing on the midterm and long-term of the company and the success, making sure that we deliver what our investors are looking for, which is investment grade and continues our dividend policies, and we have achieved that in this transaction. So there are four pillars of value that drive this transaction and why it was compelling to us to proceed. Pillar number one, it's a highly accretive acquisition. It combines two trusted operators. Both have strong fundamentals and financials. It's underpinned by $2.4 billion of net person's value of highly visible synergies. We'll walk you through them in a couple of minutes. That basically represents 85% of the equity value. This is a deal that makes a lot of sense to bring these two companies complementary together in order to create a bigger player in the marketplace. Seventy percent of the annual run rate synergies would be delivered by year three through disciplined execution. We've diligence that. We've looked at it. We have plans now. We're going to start rolling our integration activities with focus on how we get to these synergies as quick as possible. And we'll show you the financial profile in a couple of minutes. The second pillar of value is creating a stronger multi-orbit operator. Not only we have a robust network of satellites, ground equipment, ground terrestrial networks that connects our teleports, gateways to our satellites, but also complementary spectrum capability that spans KA, KU, military bands, UHF, X bands, C band, et cetera, that gives us a unique position in the marketplace to be able to deliver to our clients. It makes the company almost a 4 billion euro company. prioritized and reoriented towards growth markets, which is the markets that are experiencing, and we've shown it to you over the last several quarters, the growth that we have, particularly in our networks business. That enables us to continue to invest in the areas to continue to be strong and a leader in the market. So that's pillar number two of value. Pillar number three is is the ability with a combined company to deliver compelling solutions to our customers, vertically focused, specific around their applications, easy to integrate, easy to make sure that they're usable for our clients. It gives us a reliable and efficient solution for fixed data and media client needs that require scale and requires efficiency. And it positions us very well to drive value with segment relevant solutions. As I said, vertical specific solutions to the markets that really need them. That is the third pillar of value. And the fourth pillar of value, it really does deliver our shareholder returns. It accelerates our EBITDA and free cash flow generation of the company. We'll show you that in a couple of minutes. It maintains our investment grade and a strong balance sheet metrics. And it keeps our commitment to stable to progressive dividend to our shareholders. So this is an accretive deal to our shareholders from year one. So let me walk you through a couple of more details. Let's go to the next slide, which is transaction overview on page number eight. The way the transaction is structured is we pay $3.1 billion, 2.8 billion euros, to acquire 100% of Intelsat equity in an all-cash transaction. and certain contingent value rights with CBR. The acquisition is funded using existing cash resources and new debt, including hybrids, supported by a committed bridge facility that we have secured. It values Intelsat's overall enterprise value at $5 billion, 4.6 billion euros, before synergies of 2.4 billion NPV. The acquisition is very much in line with our disciplined financial policy. We did not deviate from that in order to do this transaction. We'll show you more details in a couple of slides. The transaction was unanimously approved by both boards, SES and Intelsat, and supported by the Luxembourg government shareholders. SES and Intelsat management teams are focused on execution to deliver our financial commitments this year while we start our integration activities and planning to do that integration. Of course, the transaction is subject to relevant regulatory clearances. We expect to clear these regulatory requirements by the close of 2025 or sometime in the second half of 2025. The company will remain headquartered in Luxembourg with continued presence in greater Washington, D.C. areas. So we're committed on both sides of the Atlantic when you think about this transaction. Now let me unpeel the onion a little bit. Let me go a little bit deeper on each of these value pillars that I described to you. So let's go to slide number 10. So skip number 9 and go straight to 10. So the first value pillar, as I described, was the highly accretive nature of this acquisition. Let me just walk through a few data points to explain why we're talking about it. So first of all, both companies have established track record of delivering customer value. Both companies have very strong backlogs. And you can see Intelsat, especially over the last couple of years, has made very strong progress in strengthening their business. And if you look at our backlogs together, they have 4 billion secure backlogs. We have 5 billion. It gives us a diversified customer base. It's not highly concentrated around one or two or 10 clients. It's highly diversified between the two companies. If you look at our capabilities in terms of infrastructure and networks, the combination will give us an integrated global space and, of course, terrestrial infrastructure to deliver our solutions. The combined company will have more than 100 geosatellites, 57 coming from Intelsat, and 43 geosatellites coming from us, plus 26 neosatellites in orbit, which gives us an expanded network covering the globe. We cover 99% of the globe with our networks. Both companies investing in the future, driving productivity and customer experiences. We have almost... 15, sorry, 13 satellites that are already in order. If you just look at 26, there's more satellites coming beyond 2026. Intelsat has four future geo-software-defined satellites that are on order that will be coming in. We have two that will be launched in 2026. And, of course, we have continuation of the rollout of the MEO satellites, the Empower, that is already in service. So the combination will give us a faster, more agile ability to invest in some latest technologies to give us an advantage in the marketplace. We're both driving growth. We both have seen an expansion of our, especially government and mobility segments. Intelsat has delivered 5% growth in the network business in 2023. We delivered 6%. The combination gives us even further acceleration from an outlook and growth perspective. You look at profitability of both companies, we both have strong financials. I would argue these are the two companies that have probably best balance sheets in our industry today. Intelsat has 41% EBITDA margin in 2023, we have 50, and we both have a profitable growth outlook going forward. Both companies have strong balance sheets when it comes to net leverage, 2.2 times with Intelsat and 1.4 times at the end of 2023 at SES. So it gives us a stronger investment capability while being disciplined and investment-grade. We deliver positive cash flow generation. We have machines that are driving. We have Intelsat at $350 million and improving going forward. And we, of course, deliver $530 million adjusted EBITDA less capex in 2023 and improving going forward. So this transaction from year one, I have to say, is accretive and cash flow positive. If you go to the next slide, as I said, the highly accretive nature of the transaction is underpinned by 2.4 billion worth of net present value of synergies. These are not depending on growth. These are things we define We know what they are. We know how to get there. And they're split between operating expenses and capital expenditures. In operating expenses, it's around general OPEX and procurement efficiencies. It's about aligning our ground infrastructure, network management, IT capabilities, cybersecurity, et cetera, and delivers about 210 million run rate synergies per year. And if you look at the right-hand side of the slide, this is the CAPEX synergies, where we have non-satellite CAPEX in the ground where we can clearly leverage the latest technologies and remove the duplications that we will have across the two companies in the networks and infrastructures. A terrestrial network is a good example. We both have very large terrestrial networks supporting our teleports and gateways using almost overlapping capabilities that there is a clear synergy there. But also, it's about optimizing the future of multi-orbit satellite investments and fleets. We just don't need to spend as much money as we were spending separately. The combination would give us an opportunity to reduce that. And that is about 160 million run rate synergies per year going forward. So that is 370 million combined run rate synergies per year. There are other upsides that we didn't count in the equation. We left them as an upside for us going forward, especially as we explore the pre- and post-closing situation of the companies. So this $2.4 billion net present value of synergies is 85% of Intelsat's equity value. That's why, ladies and gentlemen, this is highly accretive transaction from day one, or year one, let's say. If you go to the next slide, slide number 12, This is how we envision execution and delivery of these synergies over the next five years. You can see that in the first three years, we deliver the obvious top three areas, which is general operating expenses, third-party capacity, procurement efficiencies. For the ground infrastructure and future fleet optimization, we're a little bit more balanced, a little bit more conservative because we want to do it right. in order to make sure that we're not impacting our competitiveness or our capabilities in the marketplace. And that typically requires a couple of years of planning and a couple of years of execution. However, if you just look at the top three, that represents 70% of the run rate of the 200, so it represents 260 million overall from the synergies that we've described that we will be achieving per year, which is at $370 million, and that's 70% of it. And we can execute that by end of year three. And the remaining, which is $110 million, we'll be executing that between year four and year five. And I have to just emphasize, again, we have diligence with the Intosat team and very comfortable to be able to execute that. Now, if you go to the next pillar of value, which is creating a stronger multi-orbit operator, I want to reflect first by going to slide number 14 of the dynamics in the market that we're operating in. I think we all know this, especially everyone that covers that market, that this is a highly dynamic market. There's new competition. This market is moving very fast. New LEO entrants that are launching their constellations. There's rapid innovation, both in space as well as on the ground. New technologies coming into effect. So having a scale and a multi-orbit capability is critical to success. Being isolated or cornered into one part of the market without having a breadth and capability to compete is a difficulty way to compete in this market. The second is there is no question that satellite, especially satellite communications, is continuing to be very strategic for governments across the world. The geopolitical environment, the realization of what you can do with this technology is accelerating the investments across the world, not just United States government, but also across the European governments and many governments around the world. So having sovereign capabilities is very critical for the success of any company that wants to operate because it is one of the largest segments of opportunities for satellite operators across the world. The demand is expanding. It's moving very fast to high-performance mobility networks, There are new applications that we're beginning to see. Satellite-based networks are being implemented beyond simple communications in the commercial uses, in the government spaces, in cybersecurity, et cetera. So being able to deliver end-to-end solutions, being able to have the right market coverage is very important for the success of the future of any player in this space. And of course, the last point, around the market environment. As the role of the satellite in broadcast TV and media consumption is evolving, there is no question there is pressure. However, it remains the most compelling and efficient means to distribute content to many, many citizens across the world. And things like sports and events continue to lean heavily on satellite capability to deliver the most efficient, cost-optimized way of delivering content around the world. So those are the dynamics that we're facing in the marketplace every day that we're competing. So if you go to the next slide, slide 15, how do we then position ourselves with the backdrop of that market dynamics? I already alluded to this, right? We will create a stronger expanded network capabilities that are multi-orbit. We're not just a geo player. We are an all orbit player. but we have a very strong geo capability with more than 100 geo satellites plus eight more to come between 26 and 27. And these eight are all software-defined satellites, latest technology, leveraging the best architectures that are available, including state-of-the-art silicon that's now required for these software-defined satellites that are flexible in their missions and be able to move around different locations. With that, it gives us quite strong capability around multiple bands and multiple spectrums. So we have sea, we have KU, we have KA, we have military KA, we have expanse, and we have UHF across 70 orbit slots. That's 99% coverage of Earth, delivering five nines reliability services. If you look at our MEO capability, we have 26 that are in orbit operational. We have seven to come by 2026. And of course, there are more beyond 2026. There's two more early 2027. So that combination between GEO and MEO with MEO delivering latency at about 120 milliseconds opens up the type of applications that we're able to deliver on our clients. And that Interaction between GEO and me on complementary nature between the two is very, very important to deliver different applications for our clients today. And, of course, we both have strong LEO partnerships. We have not ourselves dove into building LEO constellations, but we have leveraged very strong partnerships capabilities in order to be able to deliver a compelling solution to our clients. And when you look at our ground capability, the global network, the global teleports that we have, the operation centers, the data centers, and the fiber lens with 24-7 capability really gives us a unique network coverage that clients really need. Now, with that, if you go to slide number 16, the stronger positioning in a multi-orbit capability really gives us also ways to delivering to clients that we would struggle to deliver it independently. And here I try to lay out the whole value chain of how we deal with our clients, right? So when you think about people on the ground working with customers in defining what the customer needs are and then translating that into the solutions is something we will have very good coverage of. Then being able to use our engineering expertise to plan the solutions using strong analytical skills and understanding what the network can do and then defining additional things that we would be able to add to it in the future is also important in terms of skill and capability. And then being able to implement that and do that security across the world is something every operator needs to do it. And with the expanded capabilities we have, we can be the trusted provider to our customers. And of course, then Delivering the operations with the support required with the type of mission-critical solutions that we deliver is something our customers look for. So this gives us the ability to deliver this end-to-end to our clients. And that expanded engineering capability and knowledge of the technology gives us a differentiating positioning in the market. If you think about the markets we serve, so if you go to slide number 17 here, it really puts us very well positioned in the high growth markets. 60% of the revenue of the combined company will be in growth markets. We'll have about 800 million euros in the government, high growth government market that's growing at about 7% KGAR going forward to 13 billion market. If you look at the mobility space, which is aero and cruise, of course, and maritime, We'll have 800 million business there. That is also a high-growth market with double digits. If you think about fixed data and cloud, we'll have a 600 million business at that point. That business is also growing at 8%. And, of course, we will have a 1.6 billion, so 40% of our business will be in our media business, which is under pressure of declining top lines. but has and will remain to have very strong cash fundamentals going forward. So that capability underpins our strength in our financial and our balance sheet, but as well as ability to grow our growth businesses as we go forward. If you go to the next slide, slide number 18, this now shows you a picture of what the total company will look like. And we just picked a couple of metrics, right? So the financial profile is quite compelling. We go from a $5 billion backlog in SES alone to $9 billion with a combined company. If you look at our revenue, our combined company will be $3.8 billion company, and these are by 2024. If you look at our network business as a percentage of total, today we have 52% of our business sitting in the network. In the future, it will be 60% of our business based on 2023 actuals. And if you look at adjusted EBITDA less capex as a proxy for cash generation, we go from $500 million to about $800 million in 2024 forecast that we have. We will get to net leverage less than 3x 12 to 18 months post-closing. This is definitely underpinning our discipline and making sure that we remain investment-based and deliver our shareholder returns. If you go to the next slide, I said it earlier, the business that we're in requires continuous innovation. It requires continued investment. And being able to be in a position that you have a strong cash generation that allows you to invest without having to stress your balance sheet, without having to over-level yourself, is very, very important to be a healthy player in the marketplace. It allows you to invest in your network infrastructure, using the latest technologies like we're doing with additional software-defined satellites that are coming. There'll be more. It allows you to build vertical solutions for the clients. That gives you an ability to integrate things, to create software that makes it easier for our customers to use our solutions. And it allows us to diversify. It allows us to look into new areas of things like quantum key distribution, Internet of Things, device-to-device, Earth Observations, Those are all areas we're interested in to continue to expand our portfolio of capabilities, not drifting too far away from our core, which is connectivity and satellite connectivity for our clients. So being able to do those things positions you very well into the midterm and the long-term growth of the company. Of course, everything, we'll continue to emphasize it, is underpinned our commitment to be financially disciplined and laser focus on execution. The next pillar is about customer value, right? And how do we deliver that? And we divided it into two buckets. So if you go to slide number 21, first, we have the high growth, high demand markets that are around government, aviation, and maritime crews. The combined company will be a very large provider for very important customers around the world, whether it's European governments, the US, UK, NATO, and UN requirements. There is much bigger demand growing around sovereign solutions, sovereign capabilities, sovereign network anywhere on earth, on land, at sea, in the air. That requirement is definitely there for us to capture. And of course, being able to deliver that with protected multi-frequency and multi-orbit solution for interoperability resilience is something the governments look for, that you are not exposed to one particular area of the network that you're delivering. In aviation, Intelsat has been a leader in that space. They have more than 3,000 aircrafts. This is a high-growth market. You've seen a lot of the announcements that Intelsat has made recently. We have our own play in this marketplace, and we all believe strongly that having connectivity on planes, especially global international routes, is a must-have now. It's not just a differentiator. It's kind of minimum you have to have available for your passengers. And we'll be able to integrate a suite of integrated IFE and IFC services based on multi-frequency, based on multi-orbit solutions to give the resilience and the quality that the aero customers want. And if you think about maritime and cruise, you know, we already have a very good footstep and footprint in the cruise market with serving five major cruise lines with over 100 ships with fiber-like connectivity on the ships. And that demand is also growing. It's not only growing in terms of connectivity, but it's growing in terms of managed services, flexibility, and really delivering quality of experience to the customers that our customers have. And this integrated network of solutions offers that seamless connectivity for the client. So being able to provide this high-demand, high-growth market with this highly flexible and robust network is something that we're going to be very well positioned to do. If you go to the next slide, you also need to be very efficient and reliable to some of the other markets, like fixed data. where we're supporting major telecom companies and naval network operators to provide services where they struggle to build their terrestrial networks. And that demand continues to be very robust for us. The demand for fiber-like connectivity, for mobile backhaul and private 5G connectivity, cloud carrier redundancy, backup solutions in case terrestrial networks fail, continues to be quiet, active in the marketplaces. And we'll be able to offer our customers this extended network reach with a combination of GEO, NEO, and LEO partnerships for our customers. And, of course, our media business, which continues to be really important to us. It will be 40% of our business serving major broadcasters around the world, delivering more than 10,000 channels to hundreds of millions of TV homes and 2 billion customers across the world. It's very important to manage very well and very efficiently as there is pressure on the top line. And the persistence of the demand will continue, especially around free-to-air capabilities, experiences, especially in emerging markets, and sports and events capabilities that we are very, very strong on. Both companies are strong in that. But those solutions require very strong networks, and they require the quality and the reliability that our customers look for. So the ability to deliver those solutions is really, really important, both from a growth market perspective and the efficiencies that's required in markets that are under pressure, if you will. So if you go to the next slide, 23, so what does this mean, right? It comes all together with customer being at the middle of everything we do, and being able to deliver to them what they need today and midterm and long-term as their requirements evolve. We do that through a much better improved network that gives you reach and service capability and resilience anywhere in the world. It gives us an ability to deliver enhanced connectivity with fiber-like performance, with quality metrics and value for money for our clients. It gives our clients a short capacity, supply for secure data and media networks well into the future, not just today. And it gives them greater choice of how they want to deploy the space capability with a multi-orbit, multi-band networks that we have. We will give them seamless integration across the different broader networks with our technologies, with our software capabilities. It gives us the ability to deliver flexible solutions, end-to-end capabilities with managed services, delivering what the clients want and not just capacity alone. And it gives us the ability to continue to innovate for our clients to deliver that. So those are the values that we believe we will be delivering as a combined company. Now, the last pillar of value is all about shareholders and what we're able to deliver that. And I will ask Sandeep to jump in and help me deliver those messages. Sandeep, please go ahead.
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