Not Every Acquisition Works Out

Not every acquisition works. Not every asset disposition is driven mostly by profit taking. Sometimes loss limitation is at work. And though many institutional investors or private equity firms have one business model for telecom infrastructure assets, service providers often have a different model. 

That difference in models explains why many institutional and private equity firms now are buyers of assets while many service providers are asset sellers. WindTre might be next. Lumen and Telefonica are among recent sellers. So was Cincinnati Bell.

Telecom Italia could move as well. 

Because we can” or “because we should” might explain a good deal of asset disposition behavior in the connectivity business these days. 

Optus owner Singtel, for example, is said to be mulling the sale of a stake in its Australian access facilities, a move that would allow Singtel to raise cash. 

Such opportunistic moves--as always--are driven by a combination of seller need, buyer interest and a broader rise in the value of optical fiber access and transport assets for investors in search of alternative assetshttps. 

Low interest rates mean lots of capital is available, while high valuations for other traditional assets also are driving investor interest in lower-valuation, higher-return financial vehicles and something more akin to a private equity approach to investing by institutional investors such as pension funds. 

Buyer interest has grown the value of optical fiber assets or the ability to create them,  while sellers are enticed by such higher valuations to monetize access network assets as they earlier monetized cell tower assets. Singtel itself sold a majority stake in its Australia cell towers in 2021. 

No doubt owner's economics still are important. But the issue is whether full ownership is required to reap that value. In a growing number of cases, partial ownership seems to be viewed favorably.  

In other areas, co-investment deals are changing the economics of optical fiber investment. 

For a number of reasons, the business model for telco and cable TV fiber to home is changing. A higher degree of government subsidy support; a desire for investment in FTTH facilities as alternative investment and competitive dynamics in the home broadband industry all mean the business case for FTTH improves. 

As one example,Cable One is part of a joint venture with GTCR LLC,  Stephens Capital Partners, The Pritzker Organization and certain members of the management team to build optical fiber to premises networks by Clearwave Fiber.

Clearwave Fiber holds the assets of Cable One’s subsidiary Clearwave Communications and certain fiber assets of Cable One’s subsidiary Hargray Communications. 

At the same time as capital investment requirements are changing, there is a shift in the assumptions about business model. 

In the late 1990s FTTH was seen as the only viable way for telcos to take market share in the linear video subscription business from cable TV operators. So the revenue upside was subscription video and internet access speeds. To be sure, video arguably was seen as the bigger revenue driver, as late 1990s telco FTTH speeds were in the 10 Mbps range. 

Bundling (triple play or dual-play) also was seen at that time as the way to compensate for competition-induced account losses. While telcos or cable each competing across the voice, business customer, internet access and video entertainment markets might have fewer total accounts, revenue per account from triple-play services would compensate. 

But something else now seems to have changed. A decade ago, independent internet service providers began to attack the market increasingly based on one service: home broadband. To be sure, many independent ISPs tried a dual-play or triple-play approach for a time. 

But nearly all eventually settled on a home broadband-only approach. Since virtually all independent ISPs face both telco and cable TV competitors, the single-product business model makes some concessions on potential revenue that necessarily must be balanced by lower capital investment and operating costs. 

The latest developments are that such tradeoffs are seen as feasible even for incumbent telcos: in other words, the business model increasingly relies on broadband as the foundation, with some contributions from voice. Video (linear or streaming) plays a lesser or no role in revenue assumptions. 

There are other changes. Subsidies have been rising for broadband deployment, and that also changes the capex requirements. Some of the investment in optical fiber also is helped by the denser optical fiber networks necessary to support 5G networks. Essentially, the payback model is bolstered by the ability to defray some optical media costs from mobile service revenue opportunities. 

Also, 5G supports home broadband using the same transmission facilities as does mobile service, often offering a chance for mobile operators to compete in the home broadband business at relatively low incremental cost. That also helps lower the cost of fixed network FTTH as more revenue is wrung from the installed assets. To the extent that higher revenue produces incrementally higher free cash flow, more capital is available to invest in additional FTTH facilities.

The incremental cost of consumer home broadband is lower once a dense trunking network must be put into place to support small cell mobile networks. 

Also, the value of FTTH facilities has changed as rival investors (institutional investors, private equity) view consumer broadband as a legitimate alternative investment. That boosts the equity value of an FTTH network and supplies new sources of investment. 

Also, the cost of FTTH construction has improved steadily over the past few decades. Also, the expected reduction of operating costs from fiber networks, as opposed to copper networks, now is well attested. So there are opex savings. 

FTTH remains a challenging investment, nonetheless. But it is noteworthy that assumptions about the business model now have changed for incumbent and new providers as well. Where it once was thought an FTTH upgrade virtually required revenue from three services, in an increasing number of cases the investment can be justified based on home broadband alone. 

In greater numbers of cases, the primary value of home broadband is supplemented by some revenues from other sources. But where a triple-play might have produced $130 per month to $200 per month revenues, home broadband might produce $50 to $80 a month. 

That projects increasingly are feasible with a $50 monthly revenue target and adoption around 40 percent to 50 percent shows how much the capex and opex assumptions have changed.

Lumen FTTH Revenue Assumptions Show FTTH Business Case has Changed

Lumen reports its fiber-to-home average revenue per user at about $58 per month. For those of you who have followed fiber-to-home payback models for any length of time, and especially for those of you who have followed FTTH for many decades, that level of ARPU might come as a shock. 

Though some honest--and typically off the record--evaluations by some telco executives 25 years ago would have predicated the FTTH business model as “you get to keep your business” rather than revenue increases. 

Few financial analysts would have been impressed. 

The theory was that upgrading to FTTH would allow incumbent telcos to essentially trade market share with cable companies: gaining video subscription market share from cable as cable took voice share. The assumption was that home broadband share would remain about where it was. 

The thinking was that per-home revenue could range as high as $130 to $200 per month, even as overall market share was gained by cable and lost by telco providers. 

So the $58 ARPU is a shock. Essentially, telcos are investing in FTTH to reclaim market share in home broadband, but largely harvesting video and voice revenues, both of which are dropping. 

Some telcos able to operate in both mobile and fixed network segments of the business have seen revenue growth shift decisively to mobile sources. 

Incumbents restricted to fixed network services only have faced huge challenges, which explains why many have been acquired by private equity and institutional investors with different financial motivations. 

Much investment in digital infrastructure is made to gain exposure to alternative assets that in past decades would have consisted of real estate holdings. The objective is asset diversification into a category that offers stable long-term cash flow with some presumed moats, but not necessarily revenue or asset value growth. 

If FTTH ARPU for home broadband remains in the $50 to $60 range, then payback models from FTTH will have to incorporate additional revenue sources, especially for publicly-traded firms. 

That is why one hears so much about FTTH value for supporting 5G small cells, edge computing, internet of things and private networks and network slicing. 

Monthly recurring FTTH revenue of $50 to $60 for home broadband might be strategically important for a telco’s sustainability, but unattractive if the argument is made that “FTTH will boost consumer revenues.” It might not.

On the other hand, without the upgrade to FTTH, most fixed network telcos face extinction. Investors will not like the idea that FTTH basically allows the business to remain viable, but does not necessarily lead to additional revenues. 

The same sort of worry also exists for 5G and coming mobile next-generation platforms. These days, the upgrades are necessary for business survival. Hopefully, new revenue sources develop, at scale.

But even if they do not, the capital investment is required. If not, the viability of the business is threatened.

Fixed Wireless or Mobile Access are the Best Ways U.S. Telcos Can Gain Home Broadband Share

Fixed wireless is not a new platform for internet service providers. It has been common in many rural areas for wireless ISPs, using unlicensed spectrum and point-to-point or point-to-multipoint networks. But many argue fixed wireless will be a more-common platform for a wider range of service providers in the 5G.

There are a few good reasons. First of all, use of huge amounts of new millimeter wave spectrum, open source radio technology and the relatively high cost of fiber-to-home networks in highly-competitive markets make 5G fixed wireless more attractive.

For starters, the initially installed cost of fixed wireless--even before 5G and millimeter wave spectrum availability--is lower than fiber to home, by a substantial margin. That is true for both the cost of passing a location as well as connecting a location.

source: Siklu 

There is more. One crucial business model issue is the amount of stranded assets when deploying any new cabled network in a market where there is robust competition. To use an example, in a market where a cable company has 70-percent market share and a telco has 30 percent market share, a new FTTH network might still mean stranded assets (no customer attached) of at least 65 percent, assuming the telco can gain about five points of market share. 

In other words, in highly-competitive markets where a competent competitor already has 70 percent of the installed base, fixed wireless might offer the only hope of remaining competitive, as the cost of FTTH might never prove sustainable. 

Verizon’s FiOS FTTH network, even after years of marketing, topped out at about 40 percent take rates until perhaps 2018, when take rates broke above 40 percent. Keep in mind FiOS was introduced in 2005. 

AT&T’s FTTH adoption rates seem to have been historically lower, at about 25 percent, though AT&T execs hope they eventually can boost those rates to somewhere in the 40-percent range over time (where FTTH is available). AT&T execs have sometimes said they believe they can reach 50-percent take rates. Some of us highly doubt that. 

With cable operators having 70 percent of the installed base, typically leading in bandwidth and offered speeds, and with the next generation of cable modem service already being developed, to supply more symmetrical service at 10 Gbps, it does not seem that even FTTH is going to change the value proposition. 

Essentially, FTTH only allows a telco to play catch up. So long as cable operators keep investing to maintain their lead, it seems unlikely FTTH will allow telcos to leapfrog the competition. Keep in mind that cable operators have been the U.S. broadband access market leaders since at least 1999. 

The FTTH business case, for consumer customers, now seems irreparably damaged. But that is why AT&T, T-Mobile and Verizon are so focused on ways to use 5G and future networks to challenge all cabled networks as platforms for internet access. In the U.S. market, it may no longer be possible for at-scale FTTH to compete sustainably with cable operator services.

That includes using fixed wireless or even standard mobile access instead of FTTH. Though it might not have been so clear 20 years ago, once cable operator hybrid fiber coax emerged as a platform for consumer internet access, even FTTH was not going to be enough for telcos to remain highly competitive. In recent years, all net gains in accounts have been garnered by cable companies.

How Long to Replace All U.S. Access Copper?

We might all agree that, at some point, optical fiber will replace copper in telco access networks. What is harder to predict is when that might actually happen in the U.S. market. To be sure, FTTH facilities keep growing. But there are key financial constraints, especially related to financial return. 

Looking only at fixed network accounts, U.S. telcos have about 36 million accounts, while competitors (cable providers and independent VoIP providers) have 62 million accounts. If there are roughly 146 million household locations, telco sales of voice reach only about 25 percent of locations. So voice stranded assets are as high as 75 percent. 

Statistics for broadband market share are roughly similar, with cable operators having about 70 percent share and telcos about 30 percent share. 

That poses a major business model issue for any service providers contemplating upgrades to fiber to home. In principle, FTTH would allow telcos to compete more effectively for internet access accounts. But if copper can support the voice applications, the incremental revenue FTTH can supply will largely be limited to broadband market share gains.

It never is clear that makes financial sense, especially if other access platforms, including fixed wireless can address much of the demand. 

Fixed wireless will not appeal to all customers, for reasons of speed. Few fixed wireless networks will routinely support speeds of 600 Mbps or greater, for example. But not all customers will care about that. 

If a typical household spends $66 a month for fixed internet and between $40 and $60 a month for mobile data, we can roughly estimate the breakeven point where going all-mobile for internet access costs no more than what already is spent for mobile and fixed internet access, ignoring a bit of hassle factor for doing so.

Assume per-user mobile data costs $50 a month, while per-household fixed data costs $70 a month, and about $28 per user in each household. For a multi-user household of an average 2.5 users, that implies something like $78 per user for an all-mobile approach.

It’s a rough estimate, but that implies usage allowances currently set at about 110 GB, priced at about $80, would be competitive offers for many users, and allow substitution for fixed internet access.

At the moment, it is conceivable that about four percent of U.S. consumers buy gigabit internet access. Perhaps 58 percent of U.S. consumers buy services with speeds between 100 Mbps and 300 Mbps. 

That makes 5G fixed wireless a competitor for at least 58 percent of the market, even at lower speeds. 

Most likely, the center of gravity of demand for 5G fixed wireless is households In the U.S. market who will not buy speeds above 300 Mbps, or pay much more than $50 a month, at least in the early going. The reason is that that pricing level and downstream bandwidth fits the profile of 5G fixed wireless using mid-band spectrum.

Verizon fixed wireless offers also suggest that same 5G “sweet spot” in the market. In the meantime, there is 4G fixed wireless, which will have to be aimed at a lower-speed portion of the market, albeit at about the same price points as 5G fixed wireless. 

Up to this point, Verizon 4G fixed wireless, available in some rural areas, offers speeds between 25 Mbps and 50 Mbps. That might appeal to consumers unable to buy a comparable fixed network service. 

Later iterations using millimeter wave service will sometimes be a more-serious competitor to cable operator services operating up to a gigabit per second. 

Fixed wireless might be even more important elsewhere in global markets.  

All that makes the business case for replacing copper access even more challenging, as the amount of stranded assets increases if fixed wireless gets any significant traction. 

One might argue that only FTTH gives telcos a chance to change their market share positions in the consumer broadband market. But even where it is available, FTTH tends to get about 40 percent take rates. So FTTH itself faces a stranded asset issue. 

source: RVA 

Though operating cost savings will accrue, the potential upside for a telco FTTH upgrade at scale might be 10 percent market share gain in broadband. It is not clear whether that makes as much sense as supplying part of that demand using fixed wireless in the near term, and continuing the gradual replacement of copper as it deteriorates to the point where it simply must be replaced.

One might argue that will take 10 to 20 more years.

Private Equity, Overbuilder and Telco FTTH Payback Models are Very Different

Firms backed by private equity have different business models than other long-term operators of connectivity assets. PE-backed firms aim to create value (typically double the asset value within seven years) and then sell the assets. 

That is a different model than used by connectivity service providers who operate for the long term, where fundamental issues of free cash flow, revenue growth and profit, as well as the ability to pay dividends, are the key constraints. 

And so it is with investors in fiber-to-home assets. 

Back in the heady days of 1996, when the Telecommunications Act of 1996 became law, business models for firms providing connectivity services changed in a big way. For legacy providers, maintaining market share became the key issue. For attackers, gaining share became the obvious key issue. 

Beyond that, the imperatives were different. Legacy providers, operating their businesses for the long haul, could not adopt the “fast growth rather than profits” models as used by many attackers. At a time of “easy money” and “we want you to grow fast” attitudes of key investors, that made sense for attackers.

And, as has been true for many software startups, long-terms operating profits were not the goal. Instead, fast growth in a “hot” area was the objective, since such firms had reasonable expectations they would simply be bought out at some point before they ever reached “terminal value.”

That, at least, is what one has to assume when looking at the costs of FTTH networks and costs to actually connect customers and earn a profit on those services.

The reported cost per-home-passed (CPHP) for underground FTTH deployments ranged from $1,600 to $2,600, according to a recent estimate by Cartesian researchers. The CPHP for aerial deployments was lower than those of underground, ranging from under $700 to $1,500 for respondents in suburban and urban environments, and $1,300 to $2,700 in more rural areas. 

source: Fiber Broadband Association 

Actually connecting a paying customer adds another $600 to $830 in drop costs. 

source: Fiber Broadband Association 

So the per-home cost of serving a paying customer includes an attributed cost of building the network; an assumption about take rates and then the cost of the drop and installation; plus operating and marketing costs. 

Take rates matter. At a 50-percent take rate, for example, the per-customer cost of the network can range from $2,600 to perhaps $5,200, with an additional $600 to $800 in drop costs, for a per-customer network cost ranging from a “best case” of perhaps $3,200 up to perhaps $6,000. 

But that is just the network platform. One would have to add in operating and marketing costs, plus any debt service and loan principal repayments. Operating and marketing costs might range from about $210 per year to $800 per year, per customer, according to some estimates. 

Cost Category	Low Estimate ($/year/subscriber)	High Estimate (/year/subscriber)	Sources
Network Infrastructure	$100	$500	FTTH Council: $200-$300,  Deloitte: $300-$500
Operations & Maintenance (O&M)	$25	$75	FTTH Council: $40-$60. Analysys Mason: $25-$35
Customer Acquisition (CAC)	$50	$150	BroadbandNow: $50-$100, Analysys Mason: $60-$150
Customer Care & Billing	$25	$50	Analysys Mason: $25-$35,  Leichtman Research Group: $30-$40
Marketing & Sales	$10	$30	Analysys Mason: $10-$20,  Leichtman Research Group: $15-$25
Total Operating Cost	$210	$805	Sum of individual ranges

And one might have to add interest charges and eventual debt principal repayment in addition to those charges. 

And there is a possible additional range of investments as well. Some firms must first acquire copper-based legacy telco assets first, before starting the FTTH upgrade, either to own and operate over the long term, or to sell the assets in five to seven years. 

Transaction	Date	Buyer	Seller	Asset Type	Homes Passed (M)	Price (USD Billion)	Cost per Passing (USD)	Source
Brightspeed - Lumen assets (20 states)	Oct 2022	Brightspeed	Lumen	Fiber	0.3	3.0	10,000	Reuters
Consolidated Communications - NewWave Communications	Aug 2022	Consolidated	NewWave	Fiber	0.18	0.65	3,611	Fierce Telecom
Windstream - MetroNet Holdings (FL)	Aug 2022	Windstream	MetroNet	Fiber	0.06	0.28	4,667	Fierce Telecom
Frontier Communications - Verizon (WA, OR)	Dec 2021	Frontier	Verizon	Mixed (Fiber & Copper)	0.14	1.05	7,500	Fierce Telecom
Allo Communications - Lincoln Telephone & Telegraph	Nov 2021	Allo	Lincoln	Mixed (Fiber & Copper)	0.11	0.21	1,909	TelecomTV
Ziply Fiber - US Cellular assets (WA, OR)	Oct 2021	Ziply	US Cellular	Fiber	0.12	0.51	4,250	Fierce Telecom
CNSL - Searchlight Investment	Jan 2020	Searchlight	CNSL	Mixed (Fiber & Copper)	0.71	0.425	600	CNBC

In many cases, the capital investment to acquire assets is equal to, or more than, the cost to add the FTTH upgrade. But that’s where the business case lies. If one assumes a copper asset can be purchased for $600 to $800 per passing, but then an upgraded FTTH asset can be sold for $5,000 to $10,000 per passing, that is the business case for making all the investments in FTTH. 

It might still be a difficult business case for a shorter-term owner, but “buying copper assets; upgrading to FTTH and then selling” can work. 

The payback for longer-term operators always has been equally challenging, if not more challenging, and has gotten arguably tougher as total account revenues including voice and video entertainment have dwindled, forcing the payback model to be based on home broadband alone. 

The main point is that FTTH payback models for private equity investors and service providers are quite distinct. What makes sense for a PE firm might not always make sense for a legacy fixed network service provider or an “overbuilder.” 

That is perhaps one reason why GFiber (owned by Alphabet) has not purchased copper telco fixed network assets before upgrading them. As with other “overbuilders,” GFiber has simply built its own greenfield FTTH networks from scratch.