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Exhibit 99.2 ![LOGO](https://capedge.com/proxy/6-K/0001193125-16-440090/g781911.jpg)
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INDAIA’S FASTEST GROWING DTH SERVICE HAS GROWN TO BECOME THE MOST VALUED INDIAN COMPANY ON
INVESTOR PRESENTATION January 27, 2016
Disclaimer
Forward Looking Statements
This presentation includes “forward-looking statements”, as defined in the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. In addition to statements which are forward-looking by reason of context, the words “may”, “will”, “should”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” and similar expressions identify forward-looking statements. We caution you that reliance on any forward-looking statement involves risks and uncertainties that might cause actual results to differ materially from those expressed or implied by such statements. These and other factors are more fully discussed in Videocon d2h’s annual report on Form 20-F filed with the SEC and available at http://www.sec.gov. All information provided in this presentation is as of the date hereof, unless the context otherwise requires. Other than as required by law, Videocon d2h does not undertake to update any forward-looking statements or other information in this presentation.
Industry and Market Data
In this presentation, Videocon d2h relies on and refers to information and statistics regarding market shares in the sectors in which it competes and other industry data. Videocon d2h obtained this information and statistics from third-party sources, including reports by market research firms, such as Media Partners Asia, Ltd. Videocon d2h has supplemented this information where necessary with information from discussions with Videocon d2h customers and its own internal estimates, taking into account publicly available information about other industry participants and Videocon d2h’s management’s best view as to information that is not publicly available.
Earnings before interest, tax and depreciation & amortization (EBITDA)
EBITDA presented in this presentation, is a supplemental measure of performance and liquidity that is not required by or represented in accordance with IFRS. Furthermore, EBITDA is not a measure of financial performance or liquidity under IFRS and should not be considered as an alternative to profit after tax, operating income or other income or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities or as a measure of liquidity. In addition, EBITDA is not a standardized term, hence direct comparison between companies using the same term may not be possible. Other companies may calculate EBITDA differently from Videocon d2h, limiting their usefulness as comparative measures. Videocon d2h believes that EBITDA helps identify underlying trends in its business that could otherwise be distorted by the effect of the expenses that are excluded calculating EBITDA. Videocon d2h believes that EBITDA enhances the overall understanding of its past performance and future prospects and allows for greater visibility with respect to key metrics used by its management in its financial and operational decision-making.
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Who we are: India’s Fastest Growing DTH Company
Videocon d2h Overview
Pan India commercial operations launched in 2010
India’s fastest growing (DTH) Service with close to 15 million gross subscribers as of December 2015
Strong distribution network with over 230,000 retailers
Favourable environment driven by projected long term, secular growth in India
Regulatory tailwinds mandate the digitization of India’s analog networks creating huge growth potential
Innovator in the DTH space with advanced products and services and highly satisfied customer base
Awarded as India’s most trusted brand in 2015(1)
Founded by Saurabh Dhoot of Videocon Group & supported by industry veterans Harry Sloan and Jeff Sagansky Strong corporate governance; Board structure to comprise 8 board members of which 7(2) will be independent directors
Key Metrics
Key Metrics
Net Subscribers Revenue Adjusted EBITDA(3) Adjusted EBITDA less Capex
(INR bn) (INR bn) (INR bn)
(mn) (INR bn) (INR bn) (INR bn)
11.3 23.4 FY13 FY14 FY15 9MFY16
10.2 20.8 6.1 5.8 0.3
8.4 17.6
6.7 3.9
11.3 -1.5
-2.5
0.8
Mar-13 Mar-14 Mar-15 Dec-15 FY13 FY14 FY15 9MFY16 FY13 FY14 FY15 9MFY16 -6.2
Source: Company data
Note: (3) Adjusted EBITDA is calculated after adding back ESOP expenses and after adding back
(1) Awarded by by India’s Most Trusted Brand Awards Council, IBC Info Media in 2015 one off security issue expenses to Reported EBITDA
(2) 3 independent directors awaiting approval from Ministry of Information & Broadcasting
Videocon d2h Investment Highlights
1 World’s fastest growing pay TV market in the fastest growing “large economy”
2 Strong market presence and industry leading share of subscriber additions
3 Leading distribution, customer service and content offerings
4 Strong revenue and EBITDA growth driven by operating leverage
5 Robust free cash flow generation potential
6 Strong balance sheet with low leverage
Source: Company estimates
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![LOGO](https://capedge.com/proxy/6-K/0001193125-16-440090/g781915.jpg)
An Unprecedented Market Opportunity in India
Conversion from analog to digital is driving DTH growth in India
Strong Indian 7.9-8.0% growth(1) in Indian economy and attractive business climate creating rapid
economy creating household expansion
I new PayTV Over 100 million (mn) Homes of market opportunity and 100 mn+ Homes with no
households television
? DTH revenue market share projected to increase from 41% to 47% from 2015 to
DTH capturing 2019
II market share from In phase I & II ,DTH took ~40% market share and strongly positioned in phase III & IV
cable
with current market share of DTH ~70%
? Greater network capacity of DTH enables premium content packages driving ARPU
Improving ARPU increases
III ARPU(2) has grown from Rs150 levels in FY13 to Rs205 in Q2FY16
Phase III of India’s digitization covers almost 50 million homes
Source:World Bank, MPA report 2014, Company Data
Note:
(1) India’s GDP growth forecasted at 7.9% and 8.0% for fiscal year 2016 and 2017 respectively ,by The World Bank (June 2015 forecast)
(2) Average Revenue Per User (“ARPU” ) is calculated after adding back distribution margin of approximately 5%
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![LOGO](https://capedge.com/proxy/6-K/0001193125-16-440090/g781916.jpg)
Cable Users Switching to DTH in Analog to Digital Conversion
Indian Government has mandated that all of the country’s analog networks are to be replaced with a Digital Addressable System (DAS).
Phase 1 Phase 2 Phase 3 Phase 4
In 2012, four By 2013, 38 cities Over 6,100 towns The remainder of India metropolitan with a population with a population to be digitized areas go digital of more than of more than
1 million 100,000 Deadline: December
Delhi, Mumbai, 2016
went through the currently undergoing
Kolkata, digitization process digitization process
Chennai
In phases 1 and 2, DTH took ~40% In phases 3 and 4, DTH currently enjoys ~70-95% market share market share of the digital subscriber base
2012 2013 2015 2016
DTH’s “Light” Infrastructure is Well Optimized Within India’s Fragmented Last Mile of Service
Connection Model
Source: Ministry of Information & Broadcasting, MPA report 2014, Company estimates
![LOGO](https://capedge.com/proxy/6-K/0001193125-16-440090/g781917.jpg)
440 440
484
521
590
605
149
180
217
217
241
253 0 100 200
300
400 500
600
700
Apr-11
Apr-12
Apr-13
Apr-14
Apr-15
Sep-15
HD base pack price (Rs)
SD base pack price (Rs) 100 million new subscriber opportunity in the next 4-5 years Source: MPA report 2014, Company data
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Source: MPA report 2014, Company data
Note: (1) Videocon d2h offer highest number of channels and services amongst DTH operators in India as of December 31, 2015
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Videocon d2h : Competitive Advantage
Highest no. of channels and services in India (1)
Widespread sales & distribution presence
Pioneer in Technology & Product Innovations Quality customer service
Competitive advantages.
Videoc on d2h, ~9%
Others, ~91% Subscriber market share in FY11
Videoc on d2h, ~20% Others, ~80%
Subscriber market share in FY15 Videoco n d2h, ~21%
Others, ~79%
Subscriber market share in 9MFY16
… Resulting into market share gains
Strong content focus Source: Company data, Company estimate; Based on publicly available data for other companies Note: (1) Channels count as of December 31, 2015 38
26
23
22
16
14
13
0 5
10
15
20
25
30
35
40 Tamil
Telugu
Malayalam
Kannada
Bengali
Marathi
Oriya
256
271
322
351
217 237
286
313
163
180
192
227
146
179 202
225
0
50
100
150
200 250
300
350
400
Base pack
Sports pack
Premium pack
Premium + HD pack
Videocon d2h Dish TV
Tata Sky
Airtel
Videocon d2h offers highest no. of channels in India(1)
Highest no. of regional channels on Videocon d2h (1)
d2h’s proprietary services: Fulfilling content gaps
9 HD Channel Count on Videocon d2h increasing
12 21
26
29
37
40
45
0 5
10
15
20
25
30
35
40
45 50
FY12
FY13
FY14
FY15
Q1FY16
Q2FY16 25-01-16
Number of HD channels
Backed by founders with over 30 years of experience in Distribution
3 generations old loyalty in market relationship with the founder family
75% display counters have d2h demo in stores
Large shelf space occupied by brands under the parent group
93% penetration against Industry average of 85% Market reach of more than 230,000 Retail stores
1
6
2
5
Pan-India Distribution Channel
4 3
Source: Company estimates
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Strong Focus on Customer Service
Dealer calls the call centre
and gives customer details for installation or customer complaint
Call centre raises a work order and passes the details to the respective service center
Service centre assigns work order for installation or customer complaint to an engineer ~2,800 Distributors & Direct Dealers ~230,000 Sub-Dealers & Recharge Counters
Fastest growing DTH company in India with almost 15 million delighted gross subscribers (1)
Over 300 direct service centers
Over 33,000 engineers
(Incl. 6,650 dedicated staff)
97%+ installations within 2-4 hours
85%+ repairs within 6-8 hours
Source: Company data
Note: (1) 14.95 million gross subscribers as of December 31, 2015
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Offering the Latest in Standards in Equipment, Service and Delivery
Source: Company data
Technology & Innovations
Latest Technology
New Offering
Product Innovation
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HEVC DVB S2
Advertising
TV Everywhere
1000 GB HD DVR
Wireless DTH Headphone
MPEG4 dvb s2
4K
11 Proprietary Services
RF Remote
Key Metrics
Gross and Net Subscribers
Gross and Net Subscriber Base (mn)
14.0 12.0 10.0 09 8.0 45 . 18 . 13 6.0 . 44 . 02 71 10 . 10 8 8 4.0 48 84 .5 . 4 . 6 2.0
FY12 FY13 FY14 FY15
Gross base
Gross & Net Subscriber Additions (mn)
3.0 2.5 2.0 1.5 64 54 64. 43. 2 08 2 2 . 2 1.0 . 87 73 742 1 . . .1 1 0.5 —
FY12 FY13 FY14 FY15
Gross addition
Gross and Net Subscriber Base (mn)
16.0 14.0 12.0 10.0 8.0 14.95 14.27 6.0 11.21 11.82 9.46 12.47 9.82 13.09 10.18 13.70 10.64 10.84 11.27 4.0 9.09 2.0 —
Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16
Gross base Net base
Gross & Net Subscriber Additions (mn)
0.8 0.7 0.6 0.5 0.4 76 . 0 65 66 67. 62 . 61 . 61 57 0 0.3 0 . 0 .0 0 0 . 46 0 43 0.2 37 36 36 0 . .0 . . 0 0 0.1 0 20 0 .
—
Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16
Gross addition Net addition
Source: Company data
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ARPU and Churn
Annual ARPU (Rs)
220 196 200 181 180 160 150 140 120 100
FY13 FY14 FY15
Quarterly ARPU (Rs)
215 211 210 205 205 205 202 200 195 195 187 190 190 185 180 175 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16
Monthly Churn (%)
1.4% 1.2% 0.97% 1.0% 0.76% 0.80% 0.8% 0.6% 0.4% 0.2% 0.0%
FY13 FY14 FY15
Monthly Churn (%)
1.40% 1.19% 1.20% 1.02% 1.00% 0.85% 0.85% 0.80% 0.73% 0.60% 0.46% 0.42% 0.40% 0.20% 0.00%
Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16
Source: Company data
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Revenue and EBITDA
Annual Revenue & Adjusted EBITDA (Rs billion)
25.0 23.38 30.0% 26.1% 25.0% 20.0 17.64 22.2% 20.0% 15.0 11.30 15.0%
* 10.0 6.09 10.0% 6.8% 3.92 5.0 5.0% 0.77 — 0.0%
FY13 FY14 FY15 Revenue EBITDA EBITDA %
Quarterly Revenue & Adjusted EBITDA (Rs billion)
8 7.3 32%6.6 6.9 7 6.3 30% 5.7 6.0 28.7% 6 5.4 27.6% 27.7% 28% 5 25.2% 28.0% 27.4% 26%
4 24% 3 23.5% 1.8 * 1.9 * 1.9 * 2.0* 22% 21.5 1.4 1.4 120% 0 18%
Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16
Revenue EBITDA EBITDA %
SAC per sub (Rs)
2,500 2,090 1,984 2,000 1,890 1793 ** 1775 ** 1,726** 1,500 1,000 500 —
FY13 FY14 FY15 Q1FY16 Q2FY16 Q3FY16 SAC per sub
Revenue and EBITDA per avg. net sub (Rs per month)
250 214 221 209 212 194 200 163 150 100 55 61 59 61 43 50 11 —
FY13 FY14 FY15 Q1FY16 Q2FY16 Q3FY16 Total revenue per sub EBITDA per sub
Source: Company data
Note: * Q4 FY15 Adjusted EBIDTA is before accounting for one off securities issue expenses of Rs 105.43 mn and Employee Share based Compensations cost of Rs. 29.74 mn towards provision of ESOP plan of 2014; Q1FY16, Q2FY16 and Q3FY16 Adjusted EBITDA is before accounting for Employee Share based
Compensations cost of Rs. 29.44 mn towards provision of ESOP plan of 2014
** Q1, Q2 and Q3 FY16 SAC represents hardware subsidy only, excludes marketing cost.
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Operating Leverage and Cash Flow
Fixed, Variable and Content Cost (% of Revenue)
6.8%
22.2% 25.6% 30.1%
23.1% 21.2% 22.6% 20.6% 17.0%
40.4% 36.2% 34.1%
FY13 FY14 FY15
Content costs Fixed costs Variable costs EBITDA margin
Fixed, Variable and Content Cost (% of Revenue)
27.6% 25.2% 23.5% 25.9% 28.3% 27.3% 27.0%
22.4% 22.2% 17.9% 19.0% 18.9% 22.4% 18.6%
16.0% 17.8% 16.1% 15.6% 15.6% 17.3% 17.6%
34.8% 38.3% 38.4% 37.0% 38.1% 38.5% 32.7%
1Q FY15 2Q FY15 3Q FY15 4Q FY15 1Q FY16 2Q FY16 3Q FY16 Content costs Fixed costs Variable costs EBITDA margin
Capex (Rs mn)
7,597 7,010 6,439
5,531
FY13 FY14 FY15 9MFY16
Capex
Adjusted EBITDA* less capex (Rs mn)
292
(1,504) (2,517)
(6,237)
FY13 FY14 FY15 9MFY16
Adjusted EBITDA less capex
Source: Company data
Note: * FY15 and 9MFY16 Adjusted EBIDTA is before accounting for one off securities issue expenses and Employee Share based
Compensations costs towards provision of ESOP plan of 2014
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Summary
Seizing India’s digital Pay TV Opportunity
Strong macro environment
Indian economy growing at ~8%(1) allowing new homes to afford PayTV & existing homes to up entertainment spend
Government led mandatory digitization to create over 100 million digital PayTV homes
Improving HD penetration
Significant potential to grow ARPU
Videocon d2h in the forefront with leading incremental market share
Strong technological leadership and product innovation
Sufficient satellite capacity to support future increase ability to provide HD channels
Improving financial fundamentals
Seasoned management team with a clear vision and strategy to capture growth
Strong content focus and HD offering
Top notch customer service, building structure for long-term growth
Deep knowledge of the of the local market
Expansive pan-India sales, service and distribution network
Focusing on driving revenue and EBITDA growth while investing in building a durable foundation for strong long term, profitable growth.
Source: MPA report 2014, Company data
Note:
(1) India’s GDP growth forecasted at 7.9% and 8.0% for fiscal year 2016 and 2017 respectively, by The World Bank (June 2015 forecast)
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Appendix
Financial Results (Unaudited) – Quarterly profit and loss
Rs in mn Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16
INCOME
Revenue from operations 5,375 5,734 6,015 6,253 6,628 6,901 7,315
5,375 5,734 6,015 6,253 6,628 6,901 7,315
EXPENSE
Operating expense 3,090 3,381 3,746 3,637 3,791 4,021 4,266
Employee benefits expense 244 245 250 285 309 303 304
Administration and other expenses 127 157 152 253 146 198 178
Selling and distribution expenses 432 507 457 461 509 496 590
Depreciation, amortization and 1,245 1,284 1,348 1,410 1,427 1,489 1,508
impairment
Total Expenses 5,137 5,573 5,952 6,045 6,181 6,507 6,846
Profit / (Loss) from operations 238 161 63 207 447 394 469
Finance costs/Finance Income (Net)(1,219)(1,301)(765)(802)(797)
(1,045)(1,049)
Other Income 0 0 0(1) 12 6 9
Profit/(loss) before tax(807)(888)(1,155)(1,094)(307)(402)(319)
Income tax expense
Current tax — — — -
Deferred tax(249)(275)(357)(337)(63)(156)(99)
Profit/(Loss) after tax(558)(614)(798)(757)(244)(246)(220)
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Thank You
Investor Relation Contact
Nupur Agarwal nupur.agarwal@d2h.com
Christopher Chu
TeamVideocond2h@taylor-rafferty.com