Indus Towers Ltd
NSE:INDUSTOWER
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Indus Towers Ltd
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Good afternoon, ladies and gentlemen. I'm Bashita, the moderator for this conference. Welcome to the Bharti Infratel Limited second quarter ended September 30, 2020, earnings call. [Operator Instructions]Present with us on the call today is the senior leadership team of Bharti Infratel Limited.Before I hand over the call, I must remind you that the overview and discussions today may include certain forward-looking statements that must be viewed in conjunction with the risks that we face.I now hand over the call to our first speaker of the day, Mr. Akhil Gupta. Thank you, and over to you, Mr. Gupta.
Thank you, and welcome, everybody, and thanks for joining us on the earnings call of Bharti Infratel for the second quarter ended 30 September 2020.I'm pleased to inform that joining me on the call today is Bimal Dayal, the current MD and CEO of Indus Towers, who has been appointed yesterday as the MD of Infratel by the Board in its meeting. Bimal has been the CEO of Indus Towers for the last 4 years and, before that, as the COO. He has been associated with the company for more than 10 years. As informed earlier, Bimal was the proposed CEO of the merged entity by the shareholder group, that is Bharti Airtel and Vodafone plc. Also joining me on the call today are Sachin Naik, acting CEO and COO; Pooja Jain, CFO; and Surabhi Chandna, Head of Investor Relations. First of all, I'm really pleased to inform that the long-outstanding matter of merger of Indus and Infratel, which has been pending since 2018, is now coming to a close, with the honorable NCLT giving their approval to the merger in their hearing yesterday. The formal order is awaited. We would now move towards concluding the closing adjustments and are likely to file with the ROC in 30 days as the final step.This much-awaited merger would create one of the largest tower companies globally. Just to give you an idea of the scale of the combined entity, if I look at the full year audited results of 31st March 2020, the combined company, had it been merged at that point, would have looked as under: a tower base of just over 169,000; colocation base of over 311,000; revenue of INR 25,566 crores; EBITDA of INR 12,723 crores; profit after tax of INR 5,034 crores; and operating free cash flow, that is EBITDA minus CapEx, of INR 6,977 crores, that is adjusted share under INR 7,000 crores. This truly will be a big company. The last quarter, as many of you would have followed, was an eventful one for the Indian telecom sector as the honorable Supreme Court, in its judgment dated 1st September 2020, granted the operators 10 years to clear their regular dues. This one is a welcome judgment, especially for the telecom operators that have already been witnessing a deterioration in their financial health going to the competitive pressures.The honorable Supreme Court also directed telcos to pay 10% of the total dues demanded by DoT by 31st March '21. We believe that the closure of this long-standing litigation will help elevate the investor concerns from a regulatory perspective and bodes well for the asset infrastructure industry. During the quarter, Vodafone Idea announced that its Board has approved fundraising plans of at least INR 25,000 crores, which will further support further investment for the company and reinforcing their commitment to the telecom sector.COVID-19 reinforced and underscored the importance of communication networks and the associated passive infrastructure, especially for a country like India, which has very limited fixed line activity. I think both Indus and Infratel did a great job in keeping the networks up 24/7 in very difficult situation at places. And we are absolutely committed that with lockdown continuing in some places still, we will keep up the networks going round the clock. The loss to the passive infrastructure industry and to the telecom industry on account of COVID have been relatively small as compared to many other industries.I mentioned about the merger of Indus and Infratel earlier. Let me quickly recap, for the benefit of all investors, some of the salient features, which we have, of course, from time to time been given, but just to recap them in one place. PEP, that is the Providence Equity Partners, elected to receive shares, again, their 4.85% in Indus, they would be getting approximately 3.2% in the combined company.Vodafone Idea elected to receive cash for their 11.15% in Indus, and the cash consideration is likely to be in the vicinity about INR 4,000 crores. Vodafone Group opted for shares for their -- in exchange for their 42% shareholding in Indus. And they are estimated to get approximately 28.2% of the combined company. Airtel's shareholding in the combined company is estimated to be around 36.7%, which was earlier 53.5% in Bharti Infratel. The parties have also agreed to a security package for the benefit of the combined company, which can be invoked in the event Voda Idea is unable to satisfy certain payment obligations under its MSA agreement with the combined company. This includes a prepayment in cash of INR 2,400 crores to be made at completion, to be kept as a security; a primary pledge over the shares to be owned by -- part of the shares to be owned by Vodafone Group with a value of roughly about INR 4,000 crores at the current stock price; additionally, a secondary pledge of our shares owned by Vodafone Group in the combined entity with the additional liability cap INR 4,250 crores. Overall, the security package will provide the combined company a comfortable payment cover for the operational payment due from Vodafone Idea. Moving on to the business performance. On a consolidated basis, the tower base grew 4.1% year-on-year on a proportionate consolidated basis to 97,283. The net tower additions at 1,482 towers during the quarter were the highest in a quarter in the last 8 years. Colocation rates grew 1.7% to 176,332, and the net colocation addition at 2,116 were the highest in the quarter in the last 3 years. The closing colocation factors stood at 1.81. On the financial highlights, for the quarter, the consolidated revenue was INR 3,695 crores, EBITDA of INR 1,836 crores, profit before tax of INR 983 crores and profit after tax of INR 733 crores. The operating free cash flow was INR 1,035 crores, that is EBITDA minus CapEx. The return on capital employed and return on equity on a pretax basis for the quarter were approximately 23% and 29%, respectively. To conclude, the regulatory uncertainties are now behind us, and we believe that a strong digital story is unfolding. And potentially, there will be acceleration with the launch of next-gen 5G technology in the next couple of years.I think the telecom sector will warrant further investment across stakeholders because of that. The strong increase in new towers and tenancies in this quarter would definitely indicate green shoots towards this. We believe this will also provide opportunities for passive infrastructure companies like us to evolve into shared digital infrastructure providers with more sharing elements added to the portfolio.We are waiting for DoT's note to allow us, as IP ones, to add some more active infrastructure elements. Hopefully, that should be done soon. Industrial leadership, seasoned customer relationships, financial prudence and healthy financial positions are likely to give us and the combined company a strong head start into the next decade of strong digital growth in the country, and we remain excited to explore these opportunities. Before I hand over the call to the moderator for question and answers, let me formally welcome Bimal as the new MD of Infratel. His appointment before the formal completion of merger process will clearly enable a smooth transition.I would also like to take this opportunity to bid goodbye to Sachin Naik, who will be leaving us today to join as the CEO of the tower company being owned by [ Dockfleet ]. My sincere thanks to Sachin for his great contribution in making Infratel a strong and reliable company in his role as COO at Infratel for the last 4 years. On behalf of all of us at Infratel and myself, I wish Sachin a great future and continued exemplary success in his new role. Now with that, I would like to hand over to the moderator to open the floor for questions and answers.
[Operator Instructions] The first question comes from Mr. Sanjesh Jain from ICICI Securities, Mumbai.
A couple of questions on the merger scheme. First on the, security pledge which Vodafone Plc is offering in view of VIL. So this pledge is valid for how many years? Whether -- is there any deadline for this pledge to stop being there? That's the first question.And the second question, on the related part. So we know the amount. So assuming the share price volatility is there. So this amount will be maintained and the number of shares, which will be -- which is pledged, will move up according to that? So these are the 2 questions on the security pledge.
Thank you. The answer to the first question is the primary pledge is valid for 2 years. And on the second one, the number of shares to the pledge has been finalized, which on the current price of about 200, 205, is close to about INR 4,000 crores. So the numbers are -- shares are fixed, and the volatility value will change.
Got it. Got it. My few questions on the operations side. How do you see the tower addition? Because we have not seen these kind of tower additions for many years now. It looks quite robust. Do you see these run rates continuing for next few years considering that Bharti Airtel is trying to expand their penetration deeper into the market? Do you think these tower additions can sustain for a few more years?
Well, we don't give any guidance. And certainly, we do not disclose our discussions with our customers. But yes, I think the tower addition in this quarter is a very strong one. And as we have repeatedly said, we believe it's only a matter of time that the growth in this sector will be, taking away all the uncertainties on the legal front, is bound to come back.So to answer your question, while we cannot give any definitive trend, well, we do hope that this trend will continue. The telecom sector, as the COVID has shown, is an absolute lifeline of this country. And to deepen it and take it deeper with more capacity, more coverage, is a [ natural line ].
Got it. Got it. Just one last question. Now the merger is finished, we are almost under completion, any synergy benefits we have identified? I know that it's very small that we have earlier mentioned, but is there any number you want to put on the synergy benefit which may occur to us on the operational cost side because of the merger?
Well, I gave you the total size of the company. I think without distracting you from the big story, that synergy value is something which is not too relevant in the context of the size of the company.
The next question comes from Mr. Pranav Kshatriya from Edelweiss Securities, Mumbai.
I got 3 questions. Firstly, the tenancy additions for the quarter was pretty strong. Was there some component of Q1 side getting -- coming into Q2? Or can we take this as a run rate addition? And also on that, can you please comment -- the tenancy cancellation has also slowed down. So can we safely say that the worst is behind and we will see a healthy tenancy addition and very less cancellation, if any?
In the telecom sector, if my experience shows me, I would never want to use that we can say comfortably and certainly. There are many uncertainties in this sector. But yes, I guess the tenancy addition that we have seen and the reduction in the churn, that I think looking at the situation of the industry and the uncertainties which were hanging over it being behind us, I would expect this to be a steady trend going forward. This definitely, to me, looks like something which should be steady.
Okay. And the second question is for the second quarter in a row, we have negative energy margin. And we were expecting to come to 2% on an overall basis, but that has not come. Is there a risk to that 2% number per se?And my last question is on -- you talked about the active component. I mean, what sort of business model are we looking at, at this point of time? If you can throw some color, that will be helpful.
I will -- before I ask Sachin to give you some idea and also Bimal to give you some idea on the negative energy margin, on the active component, well, it's a little too premature to talk of a business model on that or a business plan on that. I think let us wait for DoT to come out with that, and we can give you some color.But let me give the floor to Sachin and then to Bimal to give you some idea of what's happening on the energy side.
This is Sachin here. So as we have been consistently talking about energy, energy should always be seen from a full year perspective. One change we are seeing this year is that some of our operators actually have gone through a pass-through model. And a pass-through model, as you know, is a 0-margin business. A slight negative margin, which has come in this quarter, is because of some disputes which have come. And since it's a model which has been adopted for the first time, we are confident that in time to come, these disputes will be resolved.And our policy has been very conservative. We have done the provisions against this. So you will see a slight dip in margin. But we are confident that overall, we will come back to the guidance which we have given of 0% to 3%, tending towards more 0 because of the pass-through situation, which operators have adopted.
Bimal?
Thank you. Thank you, and good afternoon, everybody. It's a pleasure to be here. From -- on energy, I just want to make a comment here that whereas there is a movement towards pass-through, it has been our endeavor to have all the customers on the fixed energy model. And we believe this fixed energy model provides a win-win for both tower company and the customers. And we are actually doing what it takes to move our customers towards the same model. With this, we will start to invest the right CapEx and actually do the right thing of energy reduction as well. So I think this is where we want to go directionally. Over to you.
The next question comes from Mr. Kunal Vora from BNP Paribas, Mumbai.
Congrats for a good quarter. On receivables, the number has been consistently increasing. It's gone to about INR 30 billion from INR 25 billion a quarter back. So once the merger concludes in 3Q, can we expect a sharp decline in this number considering that we'll be retaining about INR 24 billion and that will be adjusted against the receivables?
I think that's a very fair assumption, Kunal.
Okay. Okay. Sure. Second question on exit payment received. Last 2 quarters, we've seen about INR 50 crores, INR 70 crores compared to INR 100 crores in the 3 prior quarters. Is it largely because of liquidity issue of one of the operators? And should we expect it to again land back to INR 100 crores plus once the merger happens?
Yes, I'd link that to the first question. Yes, some of the exit charges, because they recorded on actual receipt, so they were not there. But I'm sure that this merger and the arraignment of adjustments against amount to be paid, all those will be settled.
Sure. Sure, sir. And just the last one, like, how much of the exit penalty collection is left now? You're supposed to collect, if I'm not mistaken, around INR 1,100 crores. And how much -- will the entire amount be collected by FY '22?
No, there is a certain time frame which has been given. There are installments. So I'm not too sure as to how much is the amount. Should be about -- the balance would be in the vicinity of INR 800 crores, INR 900 crores.
Kunal, are you asking about the balance question? Are you asking about the run rate...
I'm asking about the balance now. So I know part of the amount has been collected, but what's the...
Part of it has been collected. The balance between Indus and Infratel...
Let me come back to you off-line on that, yes.
It should be INR 800 crores to INR 900 crores total. But let's come back to you on that.
The next question comes from Mr. Vishnu K. G. from JM Financial, Mumbai.
Sorry, my questions have been answered. Thank you.
The next question comes from Ms. Mansi from SBI Funds Management, Mumbai.
A couple of questions. When you said that -- just to follow from the energy cost question. When you said that there are certain disputes which need settlement, is that the other disputes with the tenants or other disputes with the energy suppliers? If you could provide that.Second, the overall security package. In the opening remarks, you said that they would -- it would provide adequate cover. If you could just quantify how many months of receivables of cover can it provide, including what is on balance sheet today as well as what is bidded? So how many months of bidding is this?Third small thing is on general CapEx guidance, is there anything that we can take through for the combined entity?
So on the disputes, mainly it is from the operators. But sometimes, it is also because of wrong billing by the energy providers because of the disputes happen. So out of abundant version, we do provide for the dispute so that there is no sudden hit in the P&L later on. So that is the situation of disputes. What was the second point, please?
How many months of receivables?
Yes. Right. I would say, overall, a full year's billing of both rental and energy.
12-months billing. And -- which will include the receivables, so receivables on book is about 150 days for the combined entity.
Yes, the receivables will be cleared within this transaction. So roughly, the balance security, which has been provided, should cover about a year's billing.
Okay. And maybe any CapEx guidance you have provided that...
Look, we really -- our CapEx still depends on the customers because we don't build any tower on a prospective place, and we only build it against an order. And I would say that since there is no constraint on CapEx to be incurred by us, it would not be of much relevance to put. But we have -- we show what the CapEx has been incurred. I think this quarter's CapEx can be treated, we would believe, as the CapEx going forward.
The next question comes from Mr. Rohit Chordia from Kotak Securities, Mumbai.
A quick question, again, on the Indus side. We've seen that some -- full circle from the pass-through to fixed energy and moving towards pass-through again. I'm just curious to understand what happened, keep calling this a win-win model on the temporary model. And yet, the operators seem to go back to this old model. But the fact that we made more margin then through the interim years than our initial guidance of 3% to 5%, we have margins touch close to 8% to 10% for the full year. Did that sort of lead to operators feeling a bit more...
I didn't fully understand the question, Rohit. But if I understood correctly, you are saying between the pass-through and the SCM, what prompted them to go to pass-through? Did I get the question? Can you repeat it, Rohit? I think we couldn't hear...
Sure. Let me rephrase it again, please. What I'm saying is we seem to have come up full circle from pass-through to fixed energy and now going back towards pass-through. We keep calling it a win-win model. We have good customers. Operators don't seem to be seeing it as win-win. And the fact that we made actually higher than our guided margins or our guidance earlier used to be 3% to 5%, which is now 0% to 3%, and we ended quite a few fiscals with close to 8% to 10% energy margins. Did that lead to a situation where your customers felt, no, it wasn't really a win-win, and we need to go back to pass-through. So what really broke this equation is what I'm curious to understand.
Yes. I don't think that broke the equation. My feeling is -- and I'll ask Bimal to come in a little later. What has happened is that over the years, there are always -- we keep adjusting the SCM and keep giving discounts for the savings which we make. But some of the operators sell that in terms of the actual utilization of the power capacity they have put up. There were gaps. So that might have prompted them to just get a reset and try and see what the right SCM model should be.But Bimal, I want you to elaborate.
Just to add on to this, I think there was one more reason. And I think the model which we were operating also became a little bit complex as well to operate and cumbersome from a customer's perspective as well. There are other things which -- when I said we are putting in endeavors to take them to SCM is we are ironing out those as well. And hence, I think we are saying the customers probably will see this as a win-win again and not a cumbersome model.
Yes. I think the bottom line is that we do believe that as fixed energy model with appropriate safeguards, whereby the margin for the tower company is a limited margin and there's no extraordinary profit being made by tower company, is a real win-win between the towercos and the operators. And I'm sure with mutual consent and discussions, we will be able to come back to that model.
Sure. Understand. A quick second question, this is more on the CapEx per tower standpoint. Have you been able to, let's say, get some savings on that for new tower structures or some other reengineering that we've done? Has that come down over time? This is more a number to the last 3, 4 years. Has that number generally come down? A similar tower in the last 3, 4 years is causing it?
It is not dependent on the commodity prices. And if the steel price goes up, it will go up. From a design perspective, we do try to keep innovating and it comes down. So there is no specific trend which we can point out. It depends really on the commodity price.
Understood. And also...
And also the price per lead, which is on the batteries, and then the generators you have to put in, I would say there have been gains and there have been some increases. On an overall basis, it's been fairly steady overall.
[Operator Instructions] The next question comes from Mr. Mohit Khanna from Future Generali Life Insurance, Mumbai.
Yes. [Technical Difficulty]
Please go ahead.
The next question comes from Mr. Siddharth Misra from Fidelity International, Mumbai.
Yes. Can you hear me?
Yes. Please, go ahead.
Yes. I just wanted to check on the contracts that you have with the operator. When are you going to negotiate that? And should we accept some change in the charges that you -- that the operators are getting right now? So if you could just shed some light on that.
Well, my expectation is that as and when these contracts of the MSA has come up for renewal, which will come up for different -- or at different points of time, I think there should be just a renewal because there can be points of argument on both sides. The towerco could demand more, could feel that we deserve more on some fronts. The operators could feel that they deserve some concessions. But on an overall basis, my feeling is that the MSA is pretty balanced, and the renewals should take place on or about where the MSAs currently are.
Can I know, like, when is the first set of negotiations happening?
When is the first big one, for 2022 or '23?
'23.
'23? 2023 is when some of the large numbers will come up for renewal.
2023, okay.
Yes.
Is this the first one? I'm asking on the first one, not the bulk of renewal. I'm asking the first set...
Yes, there are -- that will keep happening year-after-year. Some of them is still happening even now.
Okay. Okay. And so you don't expect any changes in terms of loading charges of the rate card that you have currently for the operator?
As I said, at this point of time, I would say, on an overall basis and macro basis, it should be on or about where we are, but I cannot comment on individual elements. A little too premature for that.
Got it. Okay. So basically, you are saying that it will follow similar to the current MSA in terms of all these charges and the inflation and all of that?
As I said, on a macro basis, overall basis, my feeling is the same. It would be near about the same, but a little early to really give any details on that.
The next question comes from Mr. Mohit Khanna from Future Generali Life Insurance, Mumbai.
I just wanted to know if the FDI limit for Bharti Airtel has been -- by the Bharti Airtel has been increased because I think Bharti Airtel is going to be considered as a foreign promoters in Bharti Infratel and also the FDI limit has been increased or not?
What has been increased, Mohit, sorry?
The FDI limit, investment limit in Bharti Infratel, has that been increased? That application...
Yes, we have already got the approval.
So how much is it now?
It's increased of 200%, I think.
So we have 100% FDI limit. And will Bharti Airtel will be considered as a foreign promoter in our entity?
No. No, I think they will be considered as an Indian one. But it doesn't matter as long as we have the FDI approval.
Fair enough. And also, after the merger, does Bharti Infratel continue to be a subsidiary to Bharti Airtel?
No. Because as I mentioned, from 53.5%, it will come down to 37-point something.
36.7%.
36.7% approximately.
Fair enough. But...
Previously, it's nobody's subsidiary.
Sorry?
Infratel, which will be renamed as Indus Towers in the combined entity, will be no one's subsidiary.
The last question comes from Mr. [ Rahit Sani ] from AMBIT Capital, Mumbai. At this moment, I would like to hand over the call proceedings to Mr. Akhil Gupta for the final remarks.
Thank you very much. I think before we close the session, I would definitely request the 2 gentlemen here, Sachin Naik first, and then Bimal Dayal, to say a few words. Sachin?
Good afternoon, everyone. I would like to take this opportunity to thank all the investment community for the great support we have received throughout the years and especially during this call.For COVID, let me say, it created a new normal. In my experience, last 4-year experience with Bharti Infratel, I should say that best-in-class has got a new normal. So this company has really grown to define new standards for best-in-class. Last 4 years also has been a great learning for me, and I would like to take this opportunity to thank Akhil; [ Gilesh ], who is not in the call, but has been with my boss for the last 4 years. And Bharti, my telecom journey is such an inspiration, and I have grown up actually in telecom industry admiring the leadership of Bharti.So again, Akhil and everyone, thank you for the great opportunity to work with Bharti. Thank you.
Bimal?
Thank you. Thank you, Mr. Gupta. This is a tremendously exciting opportunity. I take this opportunity to share who I am and where I come from and give -- probably give a little bit of my input on what I think about the market as well and some of the opportunities, which I believe are on the table for us to look at.I come with a 30-plus years of experience spanning 4 companies, Tata Telecom, Ericsson, Qualcomm and Indus Towers. When asked about Indus, I believe that this journey is about creation of a world-class institution. And for me, this canvass just got bigger.On market, I believe Mr. Gupta shared that we've had highest ever tower growth this quarter, which is certainly an indication of customer demand, which is driven by ever-increasing data consumption by end users. We've also seen very good traction with Smart Cities. I am a fairly believer in Smart Cities, which gives us a very good stickiness with customers and a clear opportunity to do more. And also, with 4G, we believe small cell population is and will increase, and we are poised well to capture that in 5G. This will become a necessity and will increase the relevance of our tower company. Last-mile fiber will be an enabler for 5G, and I believe a lot of towers are yet to be connected. While doing all this, I think one thing is fairly clear to me that whatever we do, we will not compete with our customers. All this to me is exciting opportunity. Looking forward to be actually looked at by Bharti Infratel. Lastly, over the course of time, I look forward to interacting with investors and analyst community. Thank you very much.
Ladies and gentlemen, this concludes the conference call. You may now disconnect your lines. Thank you for connecting to audio conference service from Airtel, and have a pleasant evening.