Cellnex Telecom SA

MAD:CLNX

Earnings Call Analysis

Cellnex's Q3 2024: Solid Growth Amid Strategic Changes

In Q3 2024, Cellnex achieved a 9.5% growth in physical Points of Presence (PoPs) and a 7.4% rise in organic revenues. EBITDA after leases grew by 9.8%, with free cash flow expected to reach between EUR 250 and 350 million for the year. The company is positioned to accelerate shareholder returns, possibly starting in 2025 instead of 2026, while restructuring noncore assets. Key client renegotiations are underway, suggesting stability in long-term agreements despite temporary impacts from MNO consolidations. Overall, Cellnex is advancing towards its financial targets and enhancing operational efficiency.

Strong Revenue and Cash Flow Growth

In Q3 2024, Cellnex reported robust results, highlighting a 9.5% increase in physical Points of Presence (PoPs) and a solid growth in organic revenues by 7.4%. Driven by effective operational execution, the growth was supported by co-location services, particularly in Portugal and Poland, as well as contributions from build-to-suit programs. As a result, organic EBITDA after leases rose by 9.8%, signaling strong operational efficiency. The recurring leveraged free cash flow for the period reached EUR 1.256 billion, although the total free cash flow declined to EUR 326 million from EUR 436 million last year due to lower contributions from the remedies process in France.

Portfolio Optimization and Shareholder Returns

Cellnex is actively optimizing its portfolio, with key transactions in Ireland and Austria expected to close by early 2025. These divestments are pivotal for accelerating shareholder returns, originally planned for 2026 but now anticipated to potentially occur in 2025, depending on the resolutions with rating agencies regarding leverage flexibility. The company is keen to explore both dividend distributions and share buybacks, especially capitalizing on cash from asset sales.

Efforts on Cost Efficiency

The company remains committed to enhancing its cost efficiency, implementing various initiatives across operations and procurement, which are expected to yield significant savings. Starting in Q1 2025, Cellnex plans to report on these efficiency gains as part of its global efficiency strategy presented at the Capital Markets Day.

Debt Management and Financial Health

Cellnex has managed its debt profile effectively, indicating no maturities in 2024 and a stable average cost of debt of 2.2%, supported by a recent bond issuance. The majority of its debt (80%) is fixed, allowing for predictable funding costs and financial stability moving forward. The company's forecasts remain unchanged, projecting free cash flow for 2024 between EUR 250 million and EUR 350 million, reflecting a strong outlook as build-to-suit capital expenditures decrease.

Impact of Market Consolidation

The ongoing market consolidation among mobile network operators (MNOs) is perceived as an opportunity rather than a threat. Cellnex is adeptly navigating potential adjustments due to MNO consolidations, maintaining that short-term impacts will be negligible, estimated at around EUR 1 million, with long-term partnerships strengthened via new contracts. The company has actively engaged in consolidations, tailoring agreements to align interests and ensure sustained service levels.

Sustainable Growth in Broadcasting

Cellnex anticipates that its broadcasting segment will continue to grow, driven by rising investments in quality by broadcasters and the extended spectrum allocations through 2038. This positions the company well as it adapts to evolving broadcast technologies, such as 4K, which necessitate enhanced capabilities and infrastructure. The firm estimates a cash generation capacity well above 65% of its revenues.

Earnings Call Transcript 2024-Q3

[Juan Gaitan Mañoso, executive]

Good afternoon, everyone. My name is Juan Gaitan, Cellnex Director of Investor Relations, and I would like to thank you for joining us today for our Q3 2024 Results Conference Call.

Today, I'm joined by our CEO, Marco Patuano; and our CFO, Raimon Trias, who will discuss the main highlights of the period, and then we will open the line for your questions.

[Operator Instructions] So without further ado, over to you, Marco.

[Marco Emilio Patuano, executive]

Thank you. Thank you, Juan. Good afternoon, everyone. So let me please start providing the main business highlights of the period. Q3 confirms once again our capacity to generate solid results, proving the attractiveness of our business model and the alignment for the achievement of all our public targets.

Our commercial performance continued to be consistent coming hand-in-hand with robust operational execution. PoP are increasing 9.5% compared to last year, 6.3% in terms of equivalent PoPs. And our main sources of co-location have been Digi in Portugal and Plus in Poland. In terms of BTS, we see strong progress from Bouygues and Iliad in France and from Play in Poland.

Our organic revenues, excluding the impact from the disposal of sites in France during the period and other effects, have been increased by 7.4%. Our organic EBITDA after leases increased 9.8%. Recurring leveraged free cash flow now reached EUR 1.256 billion, and the free cash flow is EUR 326 million.

We are on track to meet our short- and medium-term targets we recently set at our Capital Market Day, and it can also assure us that we are fully committed with our objectives and with a consistent delivery quarter after quarter in order to continue building the trust.

So let's move to the portfolio optimization and capital allocation priorities. The Irish closing process remains on track, and we are expecting to end by the first quarter 2025. On the Austrian deal, we have already obtained all necessary approvals, and we will close in a few weeks by mid-December.

We are assessing the potential acceleration of shareholder return in 2025 instead of our original plan in 2026 privileging the most accretive alternatives and subject to our leverage and rating commitments. We are discussing with rating agencies our degree of flexibility in order to determine the exact timing and size of this distribution.

Once again, let me reiterate that we constantly review our market and business line in order to focus on those with the highest strategic fit and return on capital. Selling noncore assets at attractive valuation may result in earlier and larger shareholder distributions.

I will later share with you how we see the MNO consolidation in Europe and its impact on Cellnex. But before that, I will now hand over to our CFO, Raimon, who will give you more details on the results of the period. Raimon, the floor is yours.

[Raimon Trias, executive]

Thank you, Marco. I will now provide a few additional remarks on the period and our financial strategy.

This has been another period of consistent commercial performance with PoPs growing at 9.5% compared to the same period last year. Please note that these are physical PoPs, which, in our view, provides a better understanding of the addressable market and our commercial efforts and which complement our traditional reporting based on equivalent PoPs, which show a 6.3% growth.

This 9.5% performance is explained by mainly two factors. First, the progress made on our build-to-suit program, which represents around 3% of the total growth and comes primarily from France and Poland.

Second, by co-location PoPs, accounting for 6.4% of the total growth. It would be around 3% in terms of equivalent PoPs. Co-location come mainly from Portugal and Poland, with the rest of our markets showing a steady performance. Revenues increased 7% compared to the same period last year, adjusted EBITDA 6% and EBITDA after leases 9%.

Please bear in mind that year-on-year trends are impacted by the well-known change of perimeter coming from the disposal of sites in France. And excluding those impacts, the pure organic performance would be revenues 7.4%, EBITDA plus 8.8%, EBITDA after leases almost 10%. EBITDA margin increases, therefore, from 58% to 59%.

Moving to Slides 10 and 11. We are providing here our organic revenue bridge for the period as well as individual performance of our different business lines. The 7.4% organic revenue growth can be split as follows: 2.2% from escalators and CPI, 1.5% from co-location and 3.7% from build-to-suit programs.

All our business lines show a solid growth performance. Towers increased 7.2% organically. It will be 6.2% net of the change of perimeter. Fiber and connectivity service is 21% up due to our projects wins in France, mostly fiber. DAS, a massive expands at 13% and even broadcasting grows at 3%.

Moving to Slide 12. We illustrate here our commitment to our efficiency programs and our ambition to continue optimizing our cost base. Our lease efficiency program remains on track with implementation of land management measures in order to absorb both the contractual rent increases and incremental costs associated with a growing perimeter.

Let me also highlight that efforts are being made to further extract efficiencies beyond ground leases through a series of initiatives encompassing all areas of the company, energy control discontinuation of non-core activities, deployment of Cellnex OS automatized operational processes, new operational models at the country level and the centralization of the procurement function.

In the current presentation, we start to highlight the impact of all those measures on the total headcount of the company. Starting from the first quarter '25, we will report the savings associated with the different improvement areas as anticipated in our global efficiency plan described in the Capital Markets Day.

On Slide 13, we will dive into the free cash flow, reaching EUR 326 million in the period from EUR 436 million last year. The delta is basically explained by two factors. First, the recurring leveraged free cash flow that improves by EUR 85 million and second, the remedies process in France that contributes EUR 274 million less in 2024 versus 2023.

Our view for the year '24 remains unchanged, with free cash flow expected to reach between EUR 250 million and EUR 350 million compared to the EUR 150 million generated in 2023. We expect build-to-suit CapEx before remedies to be in the EUR 1.3 billion area, down from the EUR 1.6 billion in 2023.

Going forward, our free cash flow generation will significantly increase as we will complete our build-to-suit programs. This will underpin our rapid deleveraging and our capacity to return cash to shareholders.

Finally, let's take a look at our debt maturities profile on Slide 14. As you can see, there are no maturities left in 2024, and we have used proceeds from our recent bond issuance maturing in '29 with a coupon of 3.625% in order to repay variable debt maturing in '25 at a 5% cost. Proceeds from additional disposals may be partially used to continue repaying variable debt with a high associated cost as these instruments are linked to Euribor.

We have a robust and well-designed capital structure, which prevents us from incurring higher interest expenses. As you know, 80% of our debt is fixed. Short-term debt maturities have already been managed so our average cost of debt, which today stands at 2.2%, will only marginally increase in the coming years.

As I mentioned earlier, let me now hand over to Marco for his final remarks on value creation opportunities with clients and operational excellence.

[Marco Emilio Patuano, executive]

Thank you. Thank you, Raimon. We gradually see movements among operators in Europe. And therefore, I would like to give you a quick update on the progress we are making with our clients in order to secure existing business and crystallize the value creation opportunities.

In the context of the consolidation process between Orange and MASMOVIL in Spain, we are reaching the agreement on the new contract with MasOrange, which will give them the required network flexibility in the short term in exchange of a single and longer contract governing the entire relationship with the client until 2048. Additional services will be progressively activated. The outcome for Cellnex will be a modest negative impact in the short term and over the longer term, a neutral impact from a discounted cash flow perspective and a long-lasting partnership agreement with a rock solid customer.

We have also reached an agreement with Iliad in France for the renewal of their presence on Hivory sites, securing the associated revenues for an additional 10-year period.

Finally, the new legal entity Celland is now fully operational from September, and it will be functional not only for boosting our land efficiency program described by Raimon, but also for our strategy of protecting our most valuable sites.

Moving to Slide 15. Here, we resume the most recent MNO corporate movements in all the European markets where Cellnex is present. The goal is to analyze their potential impact and to highlight the different measures taken by Cellnex to protect its business. The message is that consolidation in Europe is already happening, at least at network level through RAN sharing agreements, but it is having no impact on Cellnex. We are signing more and more win-win agreements with our clients every time that they are involved in combinations, and we are very effectively protecting our business with them. RAN sharing is a common practice in Europe, but it has been neutral for Cellnex.

On Slide 16, we describe more in detail four recent cases of MNO consolidation in our markets. We saw no impact in Italy from the merger between Wind and Hutch, plus we generated additional business with the new entrant, Iliad. We expect no impact in Italy from the recent acquisition of Vodafone Italy from Swisscom as none of the operators involved is an anchor client of Cellnex. In the U.K., our recent Pharos agreement secured business from the combined entity and we have already shared during this session, the expected outcome of our discussion with MasOrange.

In-market consolidation in Europe is needed, and we want to play a role to help our clients in this process. Going forward, we are willing to replicate the same logic for future deals. Short-term network flexibility for the combined entity in exchange for a larger site perimeter where applicable, longer contracts and additional services to meet future densification needs.

Finally, we reiterate the main feature of this strong quarter, and our absolute commitment with all our public targets. With this, we remain now at your disposal to answer your questions. Juan?

[Juan Gaitan Mañoso, executive]

First question comes from Akhil Dattani from JPMorgan.

[Akhil Dattani, analyst]

Can I ask a question on shareholder returns in your balance sheet, please, if I can? Marco, you said in your opening comments that the ambition is to accelerate shareholder returns to 2025. And there's a number of comments you've made recently at various events sort of outlining some of your high-level thoughts around that.

You've mentioned today also that the rating situation is an important component, I mean, to deliver on that. So I was just really hoping you could flesh out for us some of the key things that we need to think about as we try to better understand what your scale and timing of the outcome could be. And I guess just to sort of maybe frame the conversation a little bit.

The things that I was trying to understand is, firstly, when I look at the rating agencies and what they say, it sounds like Fitch is the stricter of the two agencies in terms of their framework. So I'd just like to understand, is that right? And if it is, what are the key variables? Is it their methodology? Is it their forecasting? Is it not accounting for future asset sales? What are your mechanisms to try and give them comfort such that they permit you to return more capital.

And with all of this, how should we think about timing? Presumably, you're having these conversations with the agencies into year-end? When could we get some sort of update from yourselves in terms of what possible?

[Marco Emilio Patuano, executive]

Well, in terms of -- yes, you are right, with feature, we are a bit more tight than in terms of numbers. The reason is partially the methodology because with the methodology -- each rating agencies adopt a different methodology. The Fitch one is a bit penalizing in terms of algebra when you put the numbers together.

But there is another element that is very relevant. Every rating agency, when you share with them your future forecasts, take a sort of margin of prudence. That is sometime a bit generous in terms of prudence. What we do is we have clearly shown that we are reliable in our capacity to deliver. And if the rating agencies accepted to reduce or eventually even to cancel this margin of prudence to our forecasts, the year 2025 trends are very favorable to us.

Having said that, we are in the process. In terms of timing, we just in Q3, Board of Directors which approved the Q3, approved also the budget for 2025, which is the reason why I'm telling you that we are confirming also the medium-term targets. And with these, we have all the detailed elements to open the conversation and that the first meeting is today at 4:30. So we have not to make too long this conference call.

Timing, so it's before year-end, we would like to have a clear indication from the rating agencies in terms of timing and in terms of size. Size that we present them different alternatives, some alternatives are status quo and some other alternatives are including some further asset rotation and allow me not to elaborate too much on this. But you know that we are fairly serious and agnostic on this. Hope I answered it to you.

[Akhil Dattani, analyst]

Yes, you did. Marco, just a very quick follow-up. In terms of some press reports, there's been maybe some conflicting quotes being taken. So I guess some of the journalists maybe haven't captured your messages correctly. But I guess I'm trying to understand when we think about what you're aspiring to, can you maybe just outline in terms of buybacks versus dividends? Is there a particular priority? Is it both you're hoping to pull forward? How should I think about that?

[Marco Emilio Patuano, executive]

Yes. With the share price, where is it today, it's -- I think it's difficult to argue that share buybacks are not extremely value accretive. So today, share buybacks are extremely accretive. If tomorrow, we are able to have a more generous liquidity to put at the service of the shareholder return, I wouldn't rule out the possibility of having a component of dividend if the Board of Directors will consider it appropriate. So -- but it really depends on the size of what we're going to do this year.

[Juan Gaitan Mañoso, executive]

Next question comes from Andrew Lee from Goldman Sachs.

[Andrew Lee, analyst]

I had a follow-up to Akhil's question just around shareholder returns, Marco. Just it seems from the wording of the -- of your release and maybe reading too much into this, but that the scope for returns that you're negotiating is basically or is pretty much fully predicated on just paying out cash from the Ireland and Austria sale and not an incremental kind of pull forward on an underlying basis of your organic guidance of starting dividends in 2026.

Is that fair, i.e., you're negotiating with the rating agencies, whether you'll be able to pay out the cash from your asset sales? Or is it larger -- or is it potentially larger than that? Just trying to get an understanding there.

And then secondly, thanks for the greater detail you provided on what you see as the outlook for consolidation on Slide 15. That's really helpful. Just two questions. One, are we right in thinking that there's no market where you see consolidation as a negative? All I can really read there is either positives or neutrals to Cellnex. So if we're wrong there, just great to know.

And then secondly, on the consolidation side, just within the Spanish contract you're renegotiating at the moment. It's clear that there's quid pro quo of positive tenancies in the long term for the negative of switching off some overlapping secondary tenancies in the near term. Can you give us any hint as to the scale of headwind in the near term from the -- those near-term switch-offs?

[Marco Emilio Patuano, executive]

Sure. Well, it's clear that cashing in Ireland and Austria is mandatory in order to have a shareholder return action. We made clear since day one that remaining investment grade for us is of paramount importance, and it's even too easy to say why.

So going forward, not only we have to refinance a part of the debt that is going to expire but a part of the future shareholder remuneration is also due to releveraging the company once the natural trend goes in the direction of the extreme deleverage. So we want to remain investment grade. And so collecting Ireland and Austria is fundamental.

[Raimon Trias, executive]

If I can add as well, as you said, we presented the Capital Markets Day with those projections, we could do what we presented that it was shareholder retribution from 2026. With the divestments we might be able to accelerate but what is important is the exercise we're doing now with the agencies where we are asking them for certain flexibility within their numbers and the limits that they have, but proving them, as Marco said, that this margin of prudency that they have based on the performance that we have been achieving over the past 3, 4 years, they can probably reduce that margin of safety that will bring further flexibility for us as well in the year [ '25 ].

[Marco Emilio Patuano, executive]

You see part of the reason why we are giving also these more additional visibility on the effect of the consolidation and the RAN sharing is to say, look, our business is fairly predictable. So if you take a consistent and, let me say, not too conservative view on what could be the impact of in-market consolidation, it's very possible that our prediction can be challenged to less in the future.

Consolidation is a negative or not. Consolidation per se has two effects. In the super short term, there is the need of a redesign of the network. And by the way, people believe that there is a redesign happens in a week. So it's not like this. It takes time because you have to make a lot of engineering in order to integrate two networks. And of course, we want to support our clients in order to have a better network.

But if you look at what's happening, the U.K., for instance, the CMA is hardly pushing on the effect on the quality and the quality comes with the stronger networks. And by the way, when one operator has a very strong network, it becomes the new standard for the market, and these can bring further business.

Spain, to give you a sentiment what do we mean with a very moderate impact, in the short term, in absolute terms, so EUR 1 million, we are assuming mid, low single-digit number. So it's really peanuts. And from that moment onwards, becoming one of the strongest partner of MasOrange, you easily understand that it's a super important opportunity for us in Spain, very good client, great ambitions and desire to stay in Spain in the long term.

[Juan Gaitan Mañoso, executive]

Next question comes from Maurice Patrick from Barclays.

[Maurice Patrick, analyst]

Just a couple of quick ones for me. Just in terms of -- I've noticed the press reports around Zegona looking to aggressively renegotiate the MSA. I just, without commenting too much on specific advantage in Zegona because it probably isn't appropriate for you, just your sort of wider thoughts in terms of any clients that you have that might be thinking about and renegotiating in such an aggressive style.

And just, I guess, tied into it, you announced the re-signing of the deal with Iliad on the secondary PoPs. Should we expect more of those in the coming quarters, the sort of re-signing people proactively?

[Marco Emilio Patuano, executive]

So it's a bit hard for me to comment on the attitude of one MNO operating in Spain. I think that what is an interesting exercise that Zegona is doing, but the same as Zegona, everybody can do is, in an all or nothing environment, is it possible to say nothing. So I think that this is what Zegona is testing in Spain.

And the bigger is the portfolio, the more difficult is to say nothing because if you have to swap 100 sites or eventually even 1,000 sites, is feasible. If you need to swap 5,000, 6,000, 7,000, 8,000 sites, it's not too easy to replace all of them. Not some of them, but all of them. And I think that what Zegona is trying to do is try to understand if this is just a theoretical case or if it is -- or if it can be a concrete case.

Sorry, the second question?

[Maurice Patrick, analyst]

Yes, it was just the Iliad, timing around the signing with Iliad, is it more like a...

[Juan Gaitan Mañoso, executive]

Iliad. Sorry, Maurice, if you could please repeat it? The line is not great. Please go ahead.

[Maurice Patrick, analyst]

Yes. Yes, yes, apologies. I can blame the U.K. mobile networks. The -- so yes, the question really is around the resigning, if I'm not wrong, you re-signed with Hivory Towers in the French market. And it's like why that one now? Is there a financial impact from it? Are there more like that in the coming...

[Marco Emilio Patuano, executive]

Yes, yes, yes. Sorry, it was cut before. When you look at the country, it's not true that the relation with the one client is limited to one portfolio. In our case, France is the result of four different moments of four different acquisitions, and each of them represents a different portfolio with a slightly different characteristics, but most importantly, with different renewal moments.

And the case of Hivory was not that we decided to anticipate. It is simply that we are -- it was a moment in which there was a natural expiration date of the contract. We renewed it and we realigned with the other contracts we have with Iliad. So it was not something that we manage proactively or better. We manage proactively just a few months in advance vis-a-vis the natural expiration date of the contract.

[Maurice Patrick, analyst]

Same terms and no impact on what we have.

[Marco Emilio Patuano, executive]

Yes. Exactly. Same terms and no impact, just an extension of another 10 years.

[Juan Gaitan Mañoso, executive]

Next question comes from Ondrej Cabejšek from UBS.

[Ondrej Cabejšek, analyst]

Congratulations on good results. I just maybe wanted to follow-up on the situation that you commented, Marco, around the U.K. where obviously the CMA has now kind of changed their tone and focusing much more on kind of investment as a remedy and we've seen from the European Commission and their competitive support that going forward, focus in terms of remedies should indeed be on investment rather than recreating competition.

So how does that sound to you as a kind of tower operator because obviously if there's a more lenient approach to M&A than you're potentially getting into a situation where, for instance, consolidation creates the same situations that you're now dealing with, with MASMOVIL, but obviously, the focus on investment, as you say, is positive. So what is the kind of balance that you take from the kind of emerging approach to remedies in the first place? That's question one.

And then question two, if I may. You mentioned potential asset rotations, and we've seen further asset rotations, and we've seen in the market may be a bit some conflicting messages around whether you are actually done with non-core disposals. So I just wanted to clarify whether the asset rotations, for example, pertain to the situation that you have in Poland, which, as you say, would always be net debt to EBITDA neutral over there. There are some assets remaining in the portfolio that you would, going forward, still consider to be potentially non-core?

[Marco Emilio Patuano, executive]

Okay. Good. Well, I strongly hope that the British case will set a precedent for consolidation in Europe. So it's not by chance that if you take in Europe, what are the markets with the best networks, you can refer to Switzerland, which is a three-operator market, to Netherlands, which is a three-operator market, to Denmark -- to Austria, which is a three-operator market.

So what seems to be the case is that when there is a rational number of operator who can keep prices under control because we can't say that prices in the Netherlands are too high, but they had the chance to make investment and to have a fair return on their investment and look at KPN to have a confirmation. So KPN is doing great, and they have a great network and clients in the Netherlands can experience a very good quality of the network.

Personally, I think that insisting with a theory that allowing more consolidation will bring the prices of the mobile towards an unsustainable direction and therefore, you need a maverick every time is, it's something of the past. Now what we need is more investment. And in order to have more investment, you need a return on investment.

So this is why I've always been so vocal. I think that it is important for us and everything we can do in order to allow operators to have better networks, is healthy in the future, and this is what is important to us. The tower business is not a grab, a short-term business. Tower business is looking to 15, 20, 25, 30 years. So we need a very solid operator.

Non-core disposals. We are working a little bit more broader scope than just look to a market and say, yes, this is in, this is out. And sometime people believe that if I can get a multiple in the private market, which is higher than the multiple in the public market, it's done. I think it's a bit a poor analysis. What we are doing is a bit more sophisticated than this.

First of all, we're working on the business lines. Not all the business lines are -- give us a ROIC, which is what we expected. And therefore, in some circumstances, we're simply closing some business lines. For example, in Spain, we were making O&M, operation and maintenance for third parties. Those are contracts that progressively we are canceling and the margin on those contracts is so low that we can only benefit from the simplification.

And when we go to the country, so the countries, what is important is to understand what is the growth, the remaining growth that this country can have, what is the competitive dynamic of this country, what is the health of our clients and so on and so forth. So making these broader analysis, we reevaluate very objectively, I would say, in order to understand that not only the return on capital, but also the return of capital. So if the return of capital is high, we can reuse this capital or eventually we can return the capital to shareholders. So it's a very -- it's a rocket -- not rocket science. It's -- but it's a very solid process.

[Juan Gaitan Mañoso, executive]

Next question comes from Roshan Ranjit from Deutsche Bank.

[Roshan Ranjit, analyst]

I've got two, please. And thank you for the details on the recent MSA renewals. Marco, can I get a sense of any change in the conversations that you guys have had with the MNOs around the clauses within renewals, specifically maybe around the all or nothing renewals, which I think now it's quite unique to you guys and one or two other operators around Europe. Is that something which you guys have embedded into a lot of your contracts? Are you still confident going forward that you will be able to include that in future renewals and negotiations, sorry?

And secondly, on the Celland vehicle, if I look at the run rate through '24, I think you're running at around 900 negotiations a quarter. That's up from 700 last year. What should we think about the optimal run rate? Because I think previously, you said you want ownership north of 20%. So how fast can that go on a quarterly basis?

[Marco Emilio Patuano, executive]

All or nothing, well, you have to consider that this is possibly the single strongest characteristic of the European market. So if you compare side by side, the characteristics of the European market and the American market, there is a long list of points where the American contracts are better than the European countries. This is one where the European contract is better than the American.

So at the end, it's a trade. So the MNOs got very good conditions compared to the Americans. And if you see what the Americans are doing, the MNO -- the American MNO are doing when they are selling new towers, they're looking for new partners. What happens in Europe is that MNOs are -- at least are working well with the current tower partners. And therefore, this is part of the game.

You cannot just take what you like and don't take what you don't. It's -- so I can make the list of the things that I would like to change, but it's impossible. So this is one of the elements that is in our favor. There is a list of characteristics that are in favor of the MNOs that are not under discussion. So yes, I think that we can keep it in future renewals.

Celland, making the start-up of Celland has been a little bit more cumbersome than what we imagined because we have been maybe over-prudent. But with the land, the tax regulation is a bit delicate, and we wanted to be sure not to make stupid mistakes that could turn into some negative in the future.

So what are the lesson learned? The lesson learned is that in order to accelerate, you need a different organization. The different organization is not only having more money, but we need different know-how, different people, different IT, everything have to be different.

So this is why possibly if you look at the number in 2024, you don't see yet the acceleration that we aimed to obtain. And this is why in 2024, we counted a lot on renegotiation more than acquisitions. So this year has been an year of very strong renegotiation. And let me say that possibly an environment with mid, low CPI with low inflation helps in a good renegotiation with the landlords.

[Raimon Trias, executive]

I think, also, if I may add, when you're doing land acquisition process, it is not that quick. It takes a bit longer. So you can be between 6 months to 9 months, even sometimes a bit longer when you're trying to negotiate, you need to ask sometimes for permissions until you close your register and everything. So it takes a bit longer. So this year, we have a lot of ongoing negotiations in France and other countries, but they will materialize during the year '25.

[Marco Emilio Patuano, executive]

We were not consider that, for example, something very basic, like the notary registration in some countries is longer than just buying my new flat. So we expect that our speeded regime should be something between EUR 250 million and EUR 300 million per year. And there is no seasonality in this. Yes, possibly Q3 has some implication, but nothing really very material. So this is where I should consider the sum between land acquisition and efficiency CapEx, which the vast majority is land renegotiation.

[Juan Gaitan Mañoso, executive]

Next question comes from Luigi Minerva from HSBC.

[Luigi Minerva, analyst]

Two questions. The first one is going back on your remarks about non-core assets. And thank you very much, Marco, for providing more details about how you see the various countries. So I wanted to touch base on actually the adjacent businesses. So for example, fiber or data centers where you have a presence in France in that field. So how do you actually benchmark the returns of the adjacent businesses versus the towers core business? And how -- whether that can help you also identifying opportunities of further non-core assets?

And secondly, just building on the consolidation theme, but looking at it from the tower's perspective, in Deutsche Telekom in their Capital Markets Day, they showed a few slides on their view about the European towers market and essentially comparing and contrasting U.S. with Europe, their conclusion was that the European tower space is too fragmented, and so their view was that we will see significant consolidation in the European towers market. So I was wondering, yes, if you can share your thoughts on this theme and perhaps what could be the catalyst to bring some change.

[Marco Emilio Patuano, executive]

Well, thank you for your questions [Foreign Language]. So the adjacent, yes, you're right, we are monitoring -- the way we monitor them is you were mentioning fiber and data center. Both are in terms of capital allocation, they are both a work in progress. And more investments have to be done in order to bring them to the final speed. So what we are doing is -- first of all, is comparing the actual performance with the original business plan. We double check if we continue to have the same vision at the completion of the projects and what will be the return on invested capital when it's mature. And this is the process that we use for both fiber and data center and allow me not to elaborate more than this in order where we are. But this is the methodology. So very rationale. If we are not there, we will take -- so the Board will take the conclusions.

Consolidations. I shared the view of the tower that one of the problems of Europe is the fragmentation. But we have to understand well what is -- what does it mean. The consolidation per se, let me say, for example, across market consolidation, brings very limited synergies in terms of industrial synergies.

So we have to understand the cross-market consolidation brings a better position on some financial -- on the financial market, for the equity perspective, for the debt perspective because the industrial synergies are honestly not so weak. What are very important are the in-market consolidation because the fragmentation that we see ended with an over-building of towers.

So one of the most important characteristics of the European market vis-a-vis the American market is that we have many more towers in Europe than in the U.S. So if the fragmentation comes with more towers, this prevents the possibility of increase the tenancy ratio and this is bad for the market.

So two answers. One is cross market consolidation. Well, it needs a super robust financial market because the game is not industrial. And so what you need is to have a strong support of the financial market. In-market consolidation every time you can do it.

[Juan Gaitan Mañoso, executive]

Next question comes from Ottavio Adorisio from Bernstein.

[Ottavio Adorisio, analyst]

A couple of questions, probably three on my side. The first one is on -- going back on the theme of cash distribution. Marco, you talked a lot about accretions and potentially when after you have your discussion with the agencies to decide about the mix. I haven't heard about the word coverage.

Your free cash flow, if I take the cash, the remedies, the cash proceeds from remedies is still barely above 0. And the guidance for the full year, given what you achieved in 9 months, it doesn't hint a lot of cash generation this whole quarter.

So my question is, are you prepared to pay dividends or a significant increase in dividends from the token dividends you pay at the moment, if the free cash flow remained relatively low, and therefore, effectively, if any cash will be distributed from disposal will be done through share buyback? So I would like to hear how real the dividend policy is vis-a-vis the cash generations is guided upon.

The second one is on taxes. I've seen a significant cash payment this quarter. And looking at the account, it looks to be today at least my reading, this is the first installment of the payment for the substitute tax in Italy to achieve, to get some good benefits on goodwill amortization for taxes. So Raimon, if you can expand on that one and say I still have the timing of these payments and what will be the benefits and how long these benefits will accrue to Cellnex.

And the third one, it's very simple. You talked about expirations. You have a very good details about deadline expirations. So most of your contracts with anchors, I don't recollect like a lot about the co-lo. And I believe the one Iliad had with -- you renegotiated with a co-lo regarding an anchor contract. So if you can tell us over the next 12 months, if there is any significant expirations on the co-lo agreements you have in the moment.

[Marco Emilio Patuano, executive]

Okay. I take one and three and I leave taxes to the CFO because it's a typical CFO passion and argument. When we look at shareholder return, of course, we look to -- you were mentioning two elements, I would add another one, which is releveraging.

So free cash flow from operations is core. It's absolutely crucial. Free cash flow from operations comes from two different flows. One is to improve the recurring leveraged free cash flow, and this is why we wanted to give you more clarity on the big efforts that we're making in order to translate more of our revenue into cash. So this is point number one. We are doing -- we're doing a fairly good job, and I think that progressively, you have more and more elements to look at this.

And the second is the build-to-suit program. So the build-to-suit programs, you have the build-to-suit tracker, and you can see that progressively, this will phase out. Now 2024 is still weak. 2025, it will remain big. It's still a big number. And this is why originally, we were planning to have a dividend starting from 2026 because the build-to-suit starts to reduce materially in 2026 and to almost phase out in 2027.

I don't think that -- personally, I don't think that build-to-suit is going to go to 0. It's -- when you look at the build-to-suit per se, the build-to-suit is not a bad business. What is bad is what is bad. What it has been delicate was the total amount. When you put together so many big build-to-suits, you end up with a monster number, which is using almost -- more than anything your free cash flow from operation.

Last, so free cash flow from disposals, yes, we are going to use the free cash flow from disposals also for the shareholder remuneration. But let me say that we are not going to slice Cellnex only for giving shareholder return. We know what we have still to do, and we demonstrated fairly solidly that we're not trying doing.

The last is the cash that we can have from refinancing and from releveraging. I don't think that the tower sector benefits from leverage too low because at the end, you will end up with a WACC that is too much influenced by the cost of equity. And so you end up with a WACC that is too high, and this is not good for your share price. Co-lo versus anchor, very big co-lo expiring we don't have.

Taxes, to Raimon.

[Raimon Trias, executive]

Thank you, Ottavio. So in the case of the taxes, in Italy, as a result of the merger of the different companies that we had and the acquisitions that we did, there was a goodwill that we wanted to have a tax deductible. And in order to do it under a negotiation, we agreed to pay up from certain amount of cost.

In the year '24, it's EUR 90 million; in the year '25, EUR 100 million, EUR 120 million, and in the year '26 EUR 95 million more or less, that will secure this passion for the coming years, giving us a return more or less circa of 30%. So it's a very good return, it's a bit higher than 30%, and we will benefit from that for next, if I'm not wrong, it's 10, 12 years approx.

[Ottavio Adorisio, analyst]

And the return is NPV or an absolute because, of course, getting the cash over 10 years and paying upfront is different...

[Raimon Trias, executive]

Sorry, can you make the question again?

[Ottavio Adorisio, analyst]

Most of the payments were made in the first 3 years, while the savings will be spread out over 10 to 12 years. When you talk about the returns of 30%, you've taken the NPV of the cash savings or on absolute?

[Raimon Trias, executive]

Yes, it's the NPV.

[Operator]

Next question comes from Usman Ghazi from Berenberg.

[Usman Ghazi, analyst]

I just have two questions, please. Just going back to the MNO consolidation, at the CMD, I think you had given an indication that you expected these deals that had been announced at the time in Spain, U.K. and Italy, to only have an impact of roughly 1% in real terms and in phases after 2027.

And I just wanted to -- since then, you've obviously taken lots of actions to mitigate some of the headwinds. So I just wanted to understand if you're more confident around the 1% and in a situation where MNO consolidation kind of becomes more widespread, as you've indicated, is kind of this 1% a good kind of rule of thumb to be thinking about in other deal scenarios. So that was the first question.

The second question was just going to the broadcasting business. I think it's fair to say that for us, I look at other markets, I mean, the growth in the broadcasting business is kind of keeps surprising us to the upside. I mean, do you have a view on how long the growth is sustainable? And if so, what the drivers are there? And just related to that, I don't know if you would be willing to tell us what the return on capital on this business is internally.

[Marco Emilio Patuano, executive]

Okay. Thank you for your question on broadcasting. I'm happy to answer. So MNO consolidation, the rule of thumb of 1%. Yes, I'm more -- so the evidence for telling me that this is what we should imagine, to give you a little bit more color to the answer.

I think that the effect of the consolidation is some short-term negative impact on the growth because, of course, when you allow to your client to reshape a little bit their presence on your invested assets, there is a moment in which they become more efficient in using your invested assets.

So this is -- and this is why we tend to agree with them that future growth, they committed to do with us. So it's a trade of a short-term growth versus long-term growth. And I'm very positive. I like this kind of deals because what I see is that my client is happy. We help them in making good engineering programs. By the way, we sit with them, and I'm very happy that my engineers are very good in this.

And so it's really a winning situation. So yes, it's at 1%, I think I'm more comfortable with this number. Then is it a rule of the sector or not? This is a bit more difficult for me to answer because it depends very much how you build the underlying contracts. And so I can't answer for other parties, but this is okay for me.

Broadcasting. So broadcasting, it's super interesting because the future of the broadcasting depends very much on the spectrum allocation. Now spectrum allocation, we are discussing on maintaining in Europe, the spectrum allocation until 2038.

So what we see is that the big broadcasters in Spain, I'm talking about RTVE, I'm talking about Mediaset, I'm talking about Atresmedia, the -- they are investing on technological quality improvement, moving to 4K also on digital terrestrial television. And 4K need spectrum. But ultimately, it allows to give excellent quality also on the free-to-air television.

So I think that the possibility of having at least extended to 2038 is very concrete. And if you imagine some evolution between 2035 and 2040, I would say a glide path with a modest decrease, but not a hard decrease and until mid of the next decade, something between stable and very low decrease.

So the second part, what I want to tell you is that our capacity to cash generate, it's well above 65% of the revenue turns into cash. So -- and the assets are in the vast majority in a good moment of depreciation. So I'll stop here.

[Juan Gaitan Mañoso, executive]

And we have time for one more question from Fabio Pavan from Mediobanca.

[Fabio Pavan, analyst]

Very quick one, which probably goes in the opposite direction of the one you had until now and it is the following. Given the liquidity for private investors is coming back and considering the statements you have done also in this presentation on cross country, how do you react if suddenly a very attractive offer would emerge for some of your core assets? Would you consider it or no?

[Marco Emilio Patuano, executive]

Yes, Fabio, it's always a matter of definition. You have to define very attractive, how attractive is very attractive because we are always very rational and very pragmatic. And then what we know is that every single country contributes differently.

I'll make you two examples to bring it to the two extremes. Italy and Spain delivered to us a very important cash generation. So if you want me to renounce this cash generation that is very solid and not at risk, you needed to have a very low cost of capital because what we need is to swap yield.

France and Poland are giving us growth, and you know how difficult it is to have the G in every business model. So for a reason or for another, the big countries, and U.K. is a bit in between, and now it has still a decent growth with, and it started to give us decent yield.

So with reference to the five big countries, if you have the check book, you have to be ready to write a big number. With reference to the smaller countries, again, we know what each of them contribute to us. And -- but it's easier because you don't need possibly more than EUR 10 billion, you need possibly much less.

[Juan Gaitan Mañoso, executive]

Perfect. So we have reached the end of the session. And thank you so much all for your time and your attention. Have a nice day.

[Raimon Trias, executive]

Thank you very much.

[Marco Emilio Patuano, executive]

Thank you.