Cogeco

Press release details

COGECO REPORTS STRONG THIRD-QUARTER 2008 FINANCIAL RESULTS.

Press release
For immediate release
COGECO reports strong third-quarter 2008 financial results
Montreal, July 9, 2008 Today, COGECO Inc. (TSX: CGO) announced its financial results for the
third quarter and first nine months of fiscal 2008, ended May 31, 2008.
Third-quarter 2008 and first nine months consolidated results show continuous growth:
Revenue increased by 13.8% to $283.9 million in the third quarter and by 13.6% to
$816 million for the first nine months;
Operating income from continuing operations before amortization grew by 22.4% to
$117.2 million in the third quarter and by 21.1% to $327.8 million for the first nine
months;
Free cash flow
(1)
reached $37.1 million in the third quarter and $79.5 million for the
first nine months.
Cable sector
Revenue-generating units (“RGUs”)
(2)
grew by 50,889 and 190,109 net additions,
respectively, for a total of 2,675,774 RGUs at May 31, 2008.
External growth
In order to further develop Cogeco Cable’s business telecommunications activities, the
Company pursued its external growth strategy and concluded the acquisition of all
assets of MaXess Networx®, ENWIN Energy Ltd.’s telecommunications division (City of
Windsor’s energy company). In addition, the Company announced the acquisition of all
the assets of FibreWired Burlington Hydro Communications (Burlington Hydro Electric’s
telecommunications division). On June 13, Cogeco Cable also announced its entry into
the Greater Toronto Area market through the announcement of the acquisition of all the
shares of Toronto Hydro Telecom Inc., the telecommunications subsidiary of Toronto
Hydro Corporation, subject to certain conditions, including regulatory approval by the
Commissioner of Competition.
Other
Radio revenue has improved in the third quarter. RYTHME FM network and the 93
3
station in Québec City continue to grow advertising revenues;
On May 22, 2008, the plan of arrangement proposed by Remstar Corporation was
approved by the creditors of TQS Inc., its subsidiaries and its parent, 3947424 Canada
(1)
Free cash flow does not have a standardized d efinition prescr ibed by Canadian genera lly accepted accounting principl es (GAAP) and therefore,
may not be comparable to similar measures presented by other companies. For more details, please consult the “ Non-GAAP financial me asures ”
section.
(2)
Represents the sum of Basic Cable, High Speed Internet (HSI), Digital Television and Telephony service customers.
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Inc., (the “TQS Group”) and subsequently approved by the Superior Court of Québec
on June 4, 2008. Certain employees of TQS Inc. and their union filed a motion on
June 19, 2008 for leave to appeal the order of the Superior Court of Québec approving
the plan. On June 26, 2008, the Canadian Radio-television and Telecommunications
Commission (“CRTC”) approved the proposed transfer of ownership and control of
TQS Inc. to Remstar Corporation.
Fiscal 2009 Preliminary Financial Guidelines:
The Company announces its 2009 preliminary guidelines, setting revenue outlook at about
$1,198 million, an increase of $108 million compared to the revised fiscal 2008 projections
issued in April 2008. Operating income before amortization should increase to
approximately $500 million, an improvement of $55 million compared to the revised fiscal
2008 projections, and free cash flow
(1)
should grow by approximately $35 million to reach
$110 million.
“On a consolidated basis, COGECO ’s third-quarter 2008 financial results are positive. In the cable
sector, Cogeco Cable’s internal growth continued on a steady pace. The Company is also
pursuing its external growth strategy, as shown by the acquisitions of MaXess Networx® and
FibreWired Burlington Hydro Communications, which will enhance our Cogeco Business Solutions
offering. As for the acquisition of Toronto Hydro Telecom, this is a great growth opportunity for
Cogeco Cable as it provides us the capacity to serve the business telecommunication market
through the addition of owned and operated points of presence throughout the Greater Toronto
Area, linked to our other broadband facilities extending over the dense telecommunications
corridor from Windsor to Cornwall in Ontario” declared Louis Audet, President and CEO of
COGECO. “On the radio side, COGECO is experiencing an increase in revenue with programming
that meets audience and advertiser expectations”, added Mr. Audet.
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FINANCIAL HIGHLIGHTS
Quarters ended May 31, Nine months ended May 31,
($000, except percentages and per
share data)
2008 2007 Change 2008 2007 Change
$
$
%
$ $
(unaudited)
(unaudited)
(unaudited) (unaudited)
Revenue 283,878 249,424 13.8 816,027 718,035 13.6
Operating income from continuing
operations before amortization 117,204 95,791 22.4 327,759 270,640 21.1
Income from continuing
operations
9,538 5,025 89.8 33,509 48,526 (30.9)
Loss from discontinued
operations
(1,966) – (18,057) (4,170) –
Net income 9,538 3,059 – 15,452 44,356 (65.2)
Cash flow from operations
(1)
96,068 76,862 25.0 262,819 205,412 27.9
Less:
Capital expenditures and
increase in deferred charges
58,961 57,810 2.0 183,364 185,118 (0.9)
Free cash flow
(1)
37,107 19,052 94.8 79,455 20,294 –
Earnings (loss) per share
Basic
Income from continuing
operations 0.57 0.30 90.0 2.01 2.93 (31.4)
Loss from discontinued
operations (0.12) – (1.08) (0.25) –
Net income 0.57 0.18 – 0.93 2.67 –
Diluted
Income from continuing
operations 0.57 0.30 90.0 2.00 2.91 (31.3)
Loss from discontinued
operations (0.12) – (1.08) (0.25) –
Net income 0.57 0.18 – 0.92 2.66 –
(1)
Cash flow from operations and free cash flow do not have standardized definitions prescribed by Canadian generally accepted accounting
principles (“GAAP”) and there fore, may not be comparabl e to similar measures presented by other comp anies. For more details, p lease consult
the “Non-GAAP financial measures” section.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute forward-looking information within the meaning of
securities laws. Forward-looking information may relate to our future outlook and anticipated events, our
business, our operations, our financial performance, our financial condition or our results and, in some
cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate";
"believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee", "ensure" or other similar
expressions concerning matters that are not historical facts. In particular, statements regarding our future
operating results and economic performance and our objectives and strategies are forward-looking
statements. These statements are based on certain factors and assumptions including expected growth,
results of operations, performance and business prospects and opportunities, which we believe are
reasonable as of the current date. While we consider these assumptions to be reasonable based on
information currently available to us, they may prove to be incorrect. Forward-looking information is also
subject to certain factors, including risks and uncertainties (described in the “Uncertainties and main risk
factors” section of the Company’s 2007 annual Management’s Discussion and Analysis (MD&A) that could
cause actual results to differ materially from what we currently expect. These factors include technological
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changes, changes in market and competition, governmental or regulatory developments, general economic
conditions the development of new products and services, the enhancement of existing products and
services, and the introduction of competing products having technological or other advantages, many of
which are beyond our control. Therefore, future events and results may vary significantly from what we
currently foresee. You should not place undue importance on forward-looking information and should not rely
upon this information as of any other date. While we may elect to, we are under no obligation (and expressly
disclaim any such obligation), and do not undertake, to update or alter this information before next quarter.
This analysis should be read in conjunction with the Company’s financial statements, and the notes thereto,
prepared in accordance with Canadian GAAP and the MD&A included in the Company’s 2007 Annual
Report. Throughout this discussio n, all amounts are in Canadian dollars unless otherwise indicated.
MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A)
CORPORATE STRATEGIES AND OBJECTIVES
COGECO’s objectives are to maximize shareholder value by increasing profitability and ensuring
continued growth. The strategies employed to reach these objectives, supported by tight cost
control and business processes, are specific to each sector. For the cable sector, sustained growth
and the continuous improvement of networks and equipment are the main strategies used. The
radio activities focus on continuous improvement of programming in order to increase market
share, and thereby, profitability. COGECO (the “Company”) uses growth of operating income
before amortization, free cash flow
(1)
and RGU
(2)
growth in order to measure its performance
against these objectives for the cable sector. Below are the Company’s recent achievements in
furthering the corporate objectives.
Tight control over costs and business processes
For the third quarter of 2008, the Company’s operating costs increased over last year by
8.5% compared to a revenue growth of 13.8%;
The design of internal controls over financial reporting as per National Instrument 52-109 is
still underway. As discussed in the 2007 annual MD&A, the Company identified certain
material weaknesses in the design of internal controls over financial reporting and there
has been improvement in the design of internal controls on some significant processes
during the quarter. The documentation and remediation of internal controls weaknesses are
progressing normally.
Cable sector
Continuous improvement of the service offering and expansion of the customer base
Canadian operations
Acquisitions:
o
June 30, conclusion of the acquisition of all assets of FibreWired Burlington Hydro
Communications, Burlington Hydro Electric’s telecommunications division (City of
Burlington’s energy company) to expand Cogeco Business Solutions’ commercial
broadband service offering in Burlington, Ontario;
(1)
Free cash flow does not have a standardized definition prescribed by Canadian generally accepted accounting principles (GAAP) and therefore,
may not be comparable to similar measures presented by other companies. For more details, please consult the “Non-GAAP financial measures”
section
(2)
See the “Customer statistics” section of the cable sector for detailed explanations.
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o June 13, announcement of the acquisition of all the shares of Toronto Hydro
Telecom Inc., the telecommunications subsidiary of Toronto Hydro Corporation (City
of Toronto’s energy company); subject to certain conditions, including regulatory
approval by the Commissioner of Competition, in order to further develop Cogeco
Cable’s business telecommunications activities by entering the Greater Toronto
Area market;
o March 31, conclusion of the acquisition of all the assets of MaXess Networx®,
ENWIN Energy Ltd.’s telecommunications division (City of Windsor’s energy
company) to strengthen Cogeco Business Solutions’ Data offering in Windsor,
Ontario.
High Speed Internet service:
o June 7, launch of Wi-Fi Internet access at LaSalle Park in Burlington, Ontario;
o May 7, launch of Wi-Fi Internet access in Québec with the deployment of the first
seven Québec hotspots in Trois-Rivières.
Digital Television services:
o June 24, launch of Food Network On Demand, HGTV On Demand and National
Geographic On Demand in Ontario territories;
o May 6, launch of RDI HD and ARTV HD, two new High Definition (HD) channels in
Québec;
o March 4, launch of Family On Demand in Ontario, a new On Demand service.
Telephony service:
o June 24, launch of Telephony in Maitland and Prescott, Ontario;
o June 17, launch of Telephony in Wickham, St-Cyrille-de-Wendover, Morin-Heights,
Shawbridge, St-Germain-de-Grantham and St-Prosper-de-Dorchester, Québec;
o June 4, launch of Telephony in Tillbury, Ontario;
o During the third quarter, the Telephony service was launched in the following cities:
o St-Pie, St-Damase, Ste-Madeleine, Acton Vale, St-Thomas d’Aquin,
St-Dominique-de-Bagot, Val-David, St-Donat-de-Montcalm, St-Faustin,
St-Adolphe-d’Howard, Bic, Ste-Luce, Ste-Blandine, St-Fabien, St-Gédéon and
St-Martin-de-Beauce in Québec;
o Kemptville, Acton, Winona, Smithville, Ridgeway, Huntsville, Bracebridge and
Gravenhurst, in Ontario.
Customer service:
o Opening of a Cogeco Cable store located in Drummondville, Québec.
European operations
Digital Television services:
o Cabovisão - Televisão p or Cabo, S.A. (“Cabovisão”) continued its Digital Television
service deployment.
Customer service:
o Opening of two (2) new Cabovisão stores located in Paivas (Seixal) and Castelo
Branco.
Continuous improvement of networks and equipment
During the first nine months of fiscal 2008, Cogeco Cable has invested approximately
$71.8 million in its infrastructure including headends and upgrade/rebuild.
Other
RYTHME FM network and the 93
3
station in Québec City continue to grow advertising
revenues.
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Discontinued Operations
In October 2007, the Board of Directors of TQS, an indirect subsidiary of the Company, engaged
CIBC World Markets to advise on and assess strategic options for the TQS network in the face of
financial difficulties. TQS’ position in the Québec Francophone over-the-air television market
deteriorated markedly in spite of the measures and investments initiated by the Company over the
last several months. The gradual loss of advertising revenue to specialty TV networks and content
accessible over the Internet, combined with increased production costs, the Canadian Radio-
television and Telecommunications Commission’s (“CRTC”) refusal to grant general interest
television networks the same ability to charge subscriber fees for signal distribution as the
speciality television networks, the programming strategy of Société Radio-Canada (“SRC”), which
acts like a commercial player rather than a publicly-owned television broadcaster and SRC’s notice
of disaffiliation in Saguenay, Sherbrooke and Trois-Rivières after a 50-year partnership all
contributed to this decision. After considering CIBC World Markets’ report, the Board of Directors
of TQS concluded that it was in the best interest of TQS, its employees and creditors to request
court protection. On December 18, 2007, the Québec Superior Court issued an order under the
Companies’ Creditors Arrangement Act (Canada) protecting TQS Inc., its subsidiaries and its
parent 3947424 Canada Inc. (“the TQS Group”) from claims by their creditors for an initial
suspension period ending on January 17, 2008, which period was afterwards renewed. Under the
order, RSM Richter Inc. has been appointed as monitor, with a mandate to support the applicants,
under Court supervision, in preparing a creditors arrangement plan. On March 10, 2008, the
Québec Superior Court agreed with TQS Inc.’s Board of Director decision to accept the offer made
by Remstar Corporation Inc. to acquire all shares held by Cogeco Radio-Television Inc. and CTV
Television Inc., the two shareholders of TQS. On May 22, 2008, the plan of arrangement proposed
by Remstar Corporation Inc. was approved by the creditors of the TQS Group and subsequently
approved by the Superior Court of Québec on June 4, 2008. Certain employees of TQS Inc. and
their union filed a motion on June 19, 2008 for leave to appeal the order of the Superior Court of
Québec approving the plan. On June 26, 2008, the CRTC approved the proposed transfer of
ownership and control of TQS Inc. to Remstar Corporation Inc.
Effective December 18, 2007, the Company has ceased to consolidate the financial statements of
the TQS Group. Accordingly, the investment in the TQS Group as at August 31, 2007, as well as
its results of operations and its cash flow for the period of September 1, 2007 to December 18,
2007 and for the three and nine-month periods ended May 31, 2007, have been reclassified as a
discontinued operation.
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The assets and liabilities related to the discontinued operations as at August 31, 2007, were as
follows:
($000)
$
(unaudited)
Accounts receivable 23,611
Prepaid expenses 442
Broadcasting rights 14,647
Current assets 38,700
Broadcasting rights 17,456
Fixed assets 21,653
Broadcasting licenses 3,000
Non-current assets 42,109
Bank indebtedness 8,173
Accounts payable and accrued liabilities 28,893
Broadcasting rights payable 8,531
Income tax liabilities 141
Deferred and prepaid income 42
Current portion of long-term debt 251
Current liabilities 46,031
Share in the partner’s deficiency of a general partnership 518
Broadcasting rights payable 4,408
Pension plan liabilities 1,444
Non-controlling interest 11,219
Long-term liabilities 17,589
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The results of the discontinued operations were as follows:
Three months ended May 31, Nine months ended May 31,
($000)
2008 2007 2008 2007
$
$
$ $
(
unaudited
)
(unaudited)
(
unaudited
)
(unaudited)
Revenue 28,329 38,499 84,901
Operating costs 28,625 35,822 88,010
Operating income (loss) before amortization (296)
2,677 (3,109)
Amortization 1,110 1,364 3,288
Operating income (loss) (1,406)
1,313 (6,397)
Financial expense 248 291 659
Impairment of assets 30,298
Loss before income taxes and the following items (1,654)
(29,276) (7,056)
Income taxes 1,624 (101)
Non-controlling interest (1,311)
(11,219) (2,780)
Shares in the earnings of a general partnership (1)
(5)
Loss from discontinued operations (1,966)
(18,057) (4,170)
The cash flow of the discontinued operations was as follows:
Three months ended May 31, Nine months ended May 31,
($000)
2008 2007 2008 2007
$ $ $ $
(
unaudited
)
(unaudited)
(
unaudited
)
(unaudited)
Cash flow from operating activities (187) (3,973) (8,054)
Cash flow from investing activities (567) (133) (1,255)
Cash flow from financing activities 754 4,106 9,309
Cash flow from discontinued operations
Continuing Operations
RGU growth in the cable sector
During the first nine months ended May 31, 2008, the consolidated number of RGUs increased by
190,109, or 7.6% to reach 2,675,774 units, which is in line with Cogeco Cable’s revised RGU
growth projections of 225,000 units, representing growth of approximately 9%, for the fiscal year
ended August 31, 2008. Please consult the fiscal 2008 revised projections in the “Fiscal 2009
preliminary financial guidelines” section for further details.
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Revenue and operating income before amortization growth
For the third quarter of fiscal 2008, revenue increased by $34.5 million, or 13.8%, to reach
$283.9 million while operating income before amortization grew by $21.4 million, or 22.4%, to
reach $117.2 million. For the first nine months of 2008, revenue increased by $98 million, or
13.6%, to reach $816 million, while operating income before amortization grew by $57.1 million, or
21.1%, to reach $327.8 million. For fiscal 2008, the Company expects revenue to reach
$1,090 million, while operating income is expected to reach $445 million. Please consult the fiscal
2008 revised projections in the “Fiscal 2009 preliminary financial guidelines” section for further
details.
Free cash flow
In the third quarter of fiscal 2008, COGECO generated free cash flow of $37.1 million, compared to
$19.1 million for the same period last year. For the nine-month period ended May 31, 2008, the
Company generated free cash flow of $79.5 million compared to $20.3 million for the same period
the year before. These increases result mainly from the cable sector and are attributable to an
increase in operating income before amortization and a reduction in financial expense. Capital
expenditures and deferred charges remained essentially the same compared to the corresponding
periods last year. Due to the usual higher level of capital expenditures in the fourth quarter, the
Company projects free cash flow of $75 million for the fiscal year ended August 31, 2008. Please
consult the fiscal 2008 revised projections in the “Fiscal 2009 preliminary financial guidelines”
section for further details.
OPERATING RESULTS – CONSOLIDATED OVERVIEW
Quarters ended May 31, Nine months ended May 31,
($000, except percentages)
2008 2007 Change 2008 2007 Change
$ $ % $ $ %
(unaudited) (unaudited) (unaudited) (unaudited)
Revenue 283,878 249,424 13.8 816,027 718,035 13.6
Operating costs 166,674 153,633 8.5 488,268 447,395 9.1
Operating income before
amortization 117,204 95,791 22.4 327,759 270,640 21.1
Operating margin 41.3% 38.4% 40.2% 37.7%
Revenue
Fiscal 2008 third-quarter revenue improved, mainly by its Cable segment, by $34.5 million, or
13.8%, to reach $283.9 million, and, for the first nine-month period, by $98 million, or 13.6%, to
reach $816 million. Cable revenue, driven by an increased number of RGUs, combined with rate
increases, went up by $34.3 million, or 14.3%, and by $97.3 million, or 14%, respectively, in the
third quarter and first nine months of fiscal 2008.
Operating costs
For the third quarter and the first nine months of fiscal 2008, operating costs increased by
$13 million, or 8.5% and $40.9 million, or 9.1%, compared to last year, to reach $166.7 million and
$488.3 million, respectively. The increase in operating costs for the third quarter and first nine-
month period of 2008 was mainly attributable to the cable sector and due to servicing additional
RGUs in Canada and Portugal. In addition, for the first nine-month period, operating costs were
impacted by the timing of certain marketing initiatives in Portugal, including a major campaign to
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increase brand awareness, and costs related to the design of internal controls and review of
business processes to comply with National Instrument 52-109.
Operating income before amortization
Operating income before amortization grew, essentially by its Cable segment, by $21.4 million, or
22.4%, to reach $117.2 million in the third quarter of fiscal 2008 and by $57.1 million, or 21.1%, to
reach $327.8 million in the first nine months of fiscal 2008 compared to the corresponding periods
of the prior year. The cable sector contributed to the growth by $19.6 million and $56 million during
the third quarter and first nine months of fiscal 2008, respectively.
FIXED CHARGES
Quarters ended May 31, Nine months ended May 31
($000, except percentages)
2008 2007 Change 2008
2007 Change
$ $ % $ $ %
(unaudited) (unaudited) (unaudited) (unaudited)
Amortization 58,564 47,725 22.7 167,949 136,498 23.0
Financial expense 17,746 21,603 (17.9)
52,487 67,132 (21.8)
Fiscal 2008 third-quarter and first nine-month period amortization amounted to $58.6 million and
$167.9 million compared to $47.7 million and $136.5 million for the same periods the year before.
Amortization expense increased for both periods mainly due to the following factors in the cable
sector: the completion, in the fourth quarter of fiscal 2007, of the purchase price allocation of the
Cabovisão acquisition, which includes the revaluation of tangible and intangible assets for an
additional amortization expense of approximately $6.2 million and $16.4 million in the third quarter
and first nine months, respectively, and additional capital expenditures arising from the required
customer premise equipment to sustain RGU growth and to support the deployment of the Digital
Television service in Portugal.
Fiscal 2008 third-quarter and first nine-month period financial expense decreased by $3.9 million
and $14.6 million, respectively, compared to the same periods in fiscal 2007. During the first nine
months of fiscal 2008, the Company’s cable subsidiary reduced its level of Indebtedness (defined
as bank indebtedness and long-term debt) from the net proceeds of subordinate voting shares
issued during fiscal 2007. During the first nine-month period of fiscal 2007, Cogeco Cable also
recorded a one-time charge of $2.6 million related to the early repayment of its Second Secured
Debentures, Series A.
INCOME TAXES
Fiscal 2008 third-quarter income tax expense amounted to $10.3 million compared to $8.1 million
in fiscal 2007. The effective tax rate for the three months ended May 31, 2008 was 25.2%
compared to 30.4% for the same period of 2007, mainly due to the cable sector’s lower corporate
income tax rates in Canada and to income tax reductions in European operations resulting from
the revaluation of tangible and intangible assets upon the completion of the Cabovisão purchase
price allocation in the fourth quarter of fiscal 2007.
For the first nine months of fiscal 2008, income tax expense amounted to $5.1 million compared to
$18.8 million in 2007. Included in first nine months of 2008 expense is a recovery of $24.1 million
related to the reduction in corporate income tax rates announced on October 16, 2007 by the
Canadian federal government in its Economic Statement. According to the new tax initiatives,
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corporate income tax rates have been further reduced from 20.5% to 19.5% effective January 1,
2008, from 20% to 19% effective January 1, 2009, from 19% to 18% effective January 1, 2010,
from 18.5% to 16.5% effective January 1, 2011, and to 15% effective January 1, 2012. These
corporate income tax rates were considered substantively enacted on December 14, 2007. The
effective tax rates for the first nine months of 2008 and 2007 were 4.8% and 28.1%, respectively.
Excluding the effect of the tax rate reductions, the effective tax rate for the first nine months of
2008 was 27.3%.
GAIN ON DILUTION RESULTING FROM SHARES ISSUED BY A SUBSIDIARY
During the first nine months of 2007, the Company’s subsidiary, Cogeco Cable Inc., completed a
public offering totalling 5,000,000 subordinate voting shares. The offering resulted in gross
proceeds of $192.5 million and net proceeds of $184.2 million. The Company’s subsidiary has also
issued, during the first nine months of fiscal 2007, 7,344 subordinate voting shares pursuant to its
Employee Stock Purchase Plan and 305,573 subordinate voting shares pursuant to its Employee
Stock Option Plan for cash considerations of $0.2 million and $5.7 million, respectively. As a result,
the Company’s interest in Cogeco Cable Inc. decreased from 39.2% to 34.6% and a gain on
dilution of $30.9 million was recorded for the nine-month period ended May 31, 2007.
NON-CONTROLLING INTEREST
The non-controlling interest represents a participation of approximately 67.7% in Cogeco Cable’s
results. During the third quarter and first nine months of 2008, the non-controlling interest
amounted to $21.1 million and $68.6 million, respectively, due to the cable sector’s strong results.
The non-controlling interest for the comparable periods of last year amounted to $13.3 million and
$30.6 million, respectively.
NET INCOME
Fiscal 2008 third-quarter net income amounted to $9.5 million, or $0.57 per share, compared to
$3.1 million, or $0.18 per share, for the same period last year. The net income increase in the third
quarter of fiscal 2008 was mainly due to growth in operating income before amortization exceeding
those of the fixed charges, net of non-controlling interest, from the cable sector, and to the loss
from discontinued operations of $2 million in the third quarter of fiscal 2007.
Fiscal 2008 first nine-month period net income amounted to $15.5 million, or $0.93 per share,
compared to $44.4 million, or $2.67 per share, for the same period in 2007. The net income
decrease in the first nine months of fiscal 2008 was due to the following factors: a gain on dilution
amounting to $30.9 million was recorded in the first nine months of fiscal 2007, a loss from
discontinued operations of $18.1 million recorded in the first nine months of fiscal 2008, partially
offset by the growth in operating income before amortization exceeding those of the fixed charges
and the effect of income tax rate reductions of $24 million, net of non-controlling interest, from the
cable sector.
Excluding the effect of the fiscal 2007 gain on dilution and the effect of the fiscal 2008 income tax
rate reductions net of non-controlling interest and the loss from discontinued operations, net
income for the third quarter of fiscal 2008 would have amounted to $9.5 million, or $0.57 per share,
compared to $5.1 million, or $0.31 per share, for the same period in 2007, an improvement of
87.5% and 83.9%, respectively. For the 2008 nine-month period, net income, excluding the
adjustments discussed above, would have amounted to $25.7 million, or $1.54 per share,
compared to $17.6 million, or $1.06 per share, in 2007, an increase of 45.9% and 45.3%,
respectively. Please consult the “Non-GAAP financial measures” section for further details.
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CASH FLOW AND LIQUIDITY
Quarters ended May 31, Nine months ended May 31,
($000)
2008 2007 2008 2007
$ $ $ $
(unaudited) (unaudited) (unaudited) (unaudited)
Operating activities
Cash flow from operations 96,068 76,862 262,819 205,412
Changes in non-cash operating items 16,825 (25,193) (10,380) (102,005)
112,893 51,669 252,439 103,407
Investing activities
(1)
(74,415) (53,541) (197,487) (179,875)
Financing activities
(1)
18,771 (15,255) (39,815) 26,143
Effect of exchange rate changes on cash and cash
equivalents denominated in foreign currencies 1,063 (1,774) 1,265 1,486
Net change in cash and cash equivalents 58,312 (18,901) 16,402 (48,839)
Cash and cash equivalents at beginni ng 24,369 41,578 66,279 71,516
Cash and cash equivalents at end 82,681 22,677 82,681 22,677
(1(
Excludes assets acquired under capital leases.
Fiscal 2008 third-quarter cash flow from operations reached $96.1 million, 25% higher than for the
comparable period last year, primarily due to the increase in operating income before amortization
and to a reduction in financial expense in the cable sector. Changes in non-cash operating items
generated cash inflows compared to cash outflows for the same period last year, attributable to the
cable sector and mainly as a result of an increase in accounts payable and accrued liabilities and
in income tax liabilities.
Fiscal 2008 first nine-month period cash flow from operations reached $262.8 million, an increase
of 27.9% compared to the same period the year before, primarily due to the growth in operating
income before amortization and to a reduction in financial expense in the cable sector. Changes in
non-cash operating items generated lower cash outflows than for the same period last year,
attributable to the cable sector and mainly as a result of a smaller decrease in accounts payable
and accrued liabilities, and an increase in income tax liabilities. The larger reduction in accounts
payable and accrued liabilities in the first nine months of fiscal 2007 was due to non-recurring
payments made by the Portuguese cable subsidiary in accordance with the terms of the
acquisition.
In the third quarter of fiscal 2008, investing activities stood at $74.4 million mainly due to capital
expenditures of $50.9 million, a business acquisition of $16.1 million and from an increase of
$7.1 million in deferred charges in the cable sector. The capital expenditures from the cable sector
increased compared to the same period last year due to the following factors:
An increase in customer premise equipment capital spending resulted from higher RGU
growth fuelled in part by increased interest for High Definition technology for the Canadian
operations combined with the deployment of Digital Television in Portugal, partly offset by
lower RGU growth in Portugal.
A decrease in scalable infrastructure capital spending mainly due to the timing of the
expansion and the headend improvements, system powering and equipment reliability to
sustain increased customer demand for HSI and Telephony services.
An increase in capital expenditures associated with the network upgrade and rebuild due to
the construction costs incurred to increase the number of homes passed in Portugal.
- 13 -
In the first nine months of fiscal 2008, investing activities stood at $197.5 million mainly due to
capital expenditures of $160.3 million, an increase of $20.6 million in deferred charges in the cable
sector and a business acquisition of $16.1 million. The capital expenditures from the cable sector
decreased compared to the same period last year due to the following factors:
A reduction in customer premise equipment resulted from the timing to acquire such
equipment in fiscal 2007, in the Canadian operations, to ensure the availability of
equipment required to sustain expected RGU growth, partly offset by the deployment of
Digital Television service in Portugal.
An increase in support capital due to the improve ment in information systems to sustain the
business operations and to the acquisition of vehicles.
Deferred Charges are mainly attributable to reconnect costs. Fiscal 2008 third-quarter and first
nine-month period capital spending amounted to $7.1 million and $20.6 million compared to
$6 million and $19.3 million for the same periods the year before. The higher reconnect costs
associated with RGUs in Canada combined with the deployment of the Digital television service in
Portugal explained the increases recorded so far in 2008.
In the third quarter and first nine months of fiscal 2008, the Company generated free cash flow in
the amount of $37.1 million and $79.5 million, respectively, compared to $19.1 million and
$20.3 million for the same periods of the preceding year. The free cash flow increases over last
year’s same periods are attributable to the cable sector and are mainly due to an increase in
operating income before amortization and to a reduction in financial expense. The aggregate of the
capital expenditures and deferred charges remained essentially the same compared to the same
periods in the prior year.
Indebtedness increased by $22.9 million in the third quarter of fiscal 2008. This increase is
primarily due to the issuance by Cogeco Cable on March 5, 2008 of a $100 million senior
unsecured debenture by way of a private placement, the proceeds of which were used in part by
the cable subsidiary to reimburse its bank indebtedness of $17.7 million and to finance the
acquisition of MaXess Networx® for $16.1 million. The debenture bears interest at a fixed rate of
5.936%, is redeemable at Cogeco Cable’s option at any time, in whole or in part, prior to maturity,
at 100% of the principal amount plus a make-whole premium and will mature on March 5, 2018.
The increase in Indebtedness was partly offset by repayments on the revolving credit facility of
$58.6 million in the cable sector and a reduction of the Company’s Term Facility for an amount of
$2 million from the free cash flow of $37.1 million and the increase in non-cash operating items of
$16.8 million. For the same period last year, Indebtedness decreased by $13.6 million. The
decrease in the level of Indebtedness is mainly due to the free cash flow generated of $19.1 million
and to the decrease of $18.9 million in cash and cash equivalents, partly offset by a decline of
$25.2 million in non-cash operating items. In addition, dividends of $0.07 per share for subordinate
and multiple voting shares, totalling $1.2 million, were paid by the Company during the third
quarters of fiscal 2008 and fiscal 2007. Dividends paid by a subsidiary to non-controlling interests
were $3.3 million during the third quarter, for consolidated dividend payments of $4.4 million.
During the first nine months of fiscal 2008, the level of Indebtedness decreased by $29.7 million
mainly due to a net reduction of the amount outstanding on the revolving credit facility of
$123.1 million in the cable sector and a reduction of the Company’s Term Facility of $6.5 million.
This decrease was partly offset by the issuance of a senior unsecured debenture, as discussed
above. For the same period last year, Indebtedness decreased by $156.7 million mainly due to the
completion of a public offering of 5,000,000 subordinate shares for a net proceeds of $184.2
million, the generated free cash flow of $20.3 million and the decrease of $48.8 million in cash and
cash equivalents, partly offset by a decline of $102 million in non-cash operating items. In addition,
quarterly dividends of $0.07 per share for subordinate and multiple voting shares, totalling
$3.5 million, were paid by the Company during the first nine months of fiscal 2008 compared to
quarterly dividends of $0.0625 per share for the first quarter and $0.07 per share for the second
- 14 -
and third quarters, totalling $3.4 million, were paid during the first nine months of fiscal 2007.
Dividends paid by a subsidiary to non-controlling interests were $9.8 million during the first nine
months of fiscal 2008, bringing the consolidated dividend payments to $13.3 million.
As at May 31, 2008, the Company had a working capital deficiency of $350.4 million compared to
$127.3 million as at August 31, 2007. The greater deficiency is mainly attributable to Cogeco
Cable’s US$150 million Senior Secured Notes, Series A and its related derivative financial
instruments of $91.3 million for an aggregate amount of $240.1 million due on October 31, 2008.
Due to the nature of its business, COGECO maintains a working capital deficiency due to a low
level of accounts receivable since the majority of the cable subsidiary’s customers pay before their
services are rendered, contrary to accounts payable and accrued liabilities, which are paid after
products or services are rendered, thus enabling the cable subsidiary to use cash and cash
equivalents to reduce Indebtedness.
As at May 31, 2008, the cable subsidiary had used $366.8 million of its $900 million Term Facility
and the Company had drawn $19 million of its $50 million Term Facility.
Transfers of funds from non-wholly owned subsidiaries to COGECO are subject to approval by the
subsidiaries’ Board of Directors and may also be restricted under the terms and conditions of
certain debt instruments. In accordance with applicable corporate and securities laws, significant
transfers of funds from COGECO may be subject to approval by minority shareholders.
FINANCIAL POSITION
Since August 31, 2007, except for the changes in the presentation of assets and liabilities related
to discontinued operations, there have been major changes to the balance of Fixed assets, Cash
and cash equivalents, Accounts payable and accrued liabilities, Income tax liabilities, Accounts
receivable, Future income tax assets, Future income tax liabilities, Goodwill, Accumulated other
comprehensive income (loss), Non-controlling interest, Derivative financial instruments, and
Indebtedness.
The $55.2 million increase in fixed assets is mainly due to increased capital expenditures to
sustain RGU growth and by the appreciation of the Euro over the Canadian dollar in the cable
sector. The $16.4 million increase in cash and cash equivalents is mainly related to the net
proceeds of issuance of senior unsecured debentures, as discussed in the “Cash Flow and
Liquidity” section, as well as the free cash flow generated of $79.5 million, partly offset by the net
reductions of the cable subsidiary’s revolving credit facility of $123.1 million and the Company’s
Term Facility of $6.5 million, the acquisition of MaXess Networx® for $16.1 million and dividends
paid totalling $13.3 million, $9.8 million of which were paid by the cable sector. The $13.9 million
reduction in accounts payable and accrued liabilities is primarily related to the timing of payments
made to suppliers in the cable sector. The $14 million increase in income tax liabilities and the
$9.8 million reduction in future income tax assets are due to the utilization of Cogeco Cable’s tax
loss carry forwards before fiscal 2008. The $7.6 million accounts receivable increase is essentially
due to revenue growth and its related level of receivables in the cable sector. The $21 million
future income tax liabilities reduction, also attributable to the cable sector, is mainly due to the
corporate income tax rate reductions announced by the Canadian federal government and
considered substantively enacted on December 14, 2007. The $25.2 million goodwill increase is
due to the appreciation of the Euro over the Canadian dollar in the cable sector. The $4.9 million
increase in accumulated other comprehensive income (loss) is mainly the result of the appreciation
of the Euro over the Canadian dollar, partly offset by the changes in accounting policies related to
financial instruments in the cable sector. The $74.1 million increase in non-controlling interest is
mainly due to the improved results in the cable sector. Finally, the derivative financial instruments
have increased by $91.3 million and Indebtedness has decreased by $88.2 million as a result of
accounting changes and factors previously discussed in the “Cash Flow and Liquidity” section, net
- 15 -
of the unfavourable impact of the appreciation of the Euro over the Canadian dollar. Please consult
the “Accounting policies and estimates” section for further details.
A description of COGECO’s share data as at June 30, 2008 is presented in the table below:
Number of
shares/options
Amount
($000)
Common shares
Multiple voting shares
Subordinate voting shares
1,842,860
14,851,586
12
119,393
Options to purchase Subordinate voting shares
Outstanding options
Exercisable options
169,758
169,758
In the normal course of business, COGECO has incurred financial obligations, primarily in the form
of long-term debt, operating and capital leases and guarantees. COGECO’s obligations, discussed
in the 2007 annual MD&A, have not materially changed since August 31, 2007, except that on
December 14, 2007, the Company concluded an amended and restated credit agreement with a
group of four Canadian banks led by the Canadian Imperial Bank of Commerce (“CIBC”), which
will now act as agent for the banking syndicate. The annually renewable three-year amended
credit agreement establishes a revolving credit of $50 million to which may be added a further
credit of $25 million under certain conditions. The amended credit agreement maintains certain
financial commitments with the same security by the Company, its subsidiary Cogeco Radio-
Television Inc., and indirect subsidiary, Cogeco Diffusion Inc.
In November 2007, the Company posted a guarantee for a maximum amount of $12 million in
favour of CIBC, the bank of the TQS Group. On March 18, 2008, the Company was unconditionally
relieved from all of its obligations under the guarantee, as CIBC was fully repaid by Remstar
Corporation for all indebtedness of the TQS Group under the TQS credit agreement.
Furthermore, on March 5, 2008, Cogeco Cable issued a $100 million senior unsecured debenture
by way of a private placement. The debenture bears interest at a fixed rate of 5.936%, is
redeemable at the Cogeco Cable’s option at any time, in whole or in part, prior to maturity, at
100% of the principal amount plus a make-whole premium and will mature on March 5, 2018.
On June 30, 2008, Cogeco Cable completed the acquisition of all the assets of FibreWired
Burlington Hydro Communications, Burlington Hydro Electric’s telecommunications division (City of
Burlington’s energy company) for a total consideration of $12.5 million. FibreWired Burlington
Hydro Communications operates a broadband network equipped with next generation Ethernet
technology, provides Burlington organizations with the broadband capacity they need for data
networking, high-speed Internet access, hosting services, e-business applications, video
conferencing and other advanced communications. Cogeco Cable will use this network to expand
its commercial broadband service offering in the area, which is in Cogeco Cable’s footprint.
On June 13, 2008, Cogeco Cable announced the acquisition of all of the shares of Toronto Hydro
Telecom Inc., the telecommunications subsidiary of Toronto Hydro Corporation (City of Toronto’s
energy company) for a total purchase price of $200 million, subject to certain conditions, including
regulatory approval by the Commissioner of Competition. In addition, the Company will assume a
working capital deficiency and liabilities of approximately $4 million. Toronto Hydro Telecom Inc.
offers data communications and other telecommunications services such as Ethernet, private line,
Voice-over-Internet protocol (“VoIP”), high-speed Internet access, dark fibre, data storage, data
security and co-location to a wide range of business customers and organizations throughout the
Greater Toronto Area (“GTA”). This agreement will allow Cogeco Cable to further the development
of its business telecommunications activities.
- 16 -
On March 31, 2008, Cogeco Cable completed the acquisition of all the assets of MaXess
Networx®, ENWIN Energy Ltd.’s telecommunications division (City of Windsor’s energy company),
for a total cost of $16.1 million, including transaction costs. MaXess Networx® operates a
broadband network equipped with next generation ATM and Ethernet technology and provides
organizations in south-western Ontario with the broadband capacity required for data networking,
high-speed Internet access, e-business applications, video conferencing and other advanced
communications.
DIVIDEND DECLARATION
At its July 9, 2008 meeting, the Board of Directors of COGECO declared a quarterly eligible
dividend of $0.07 per share for subordinate and multiple voting shares, payable on August 6, 2008,
to shareholders of record on July 23, 2008.
FOREIGN EXCHANGE MANAGEMENT
The Company’s subsidiary, Cogeco Cable, has entered into cross-currency swap agreements to
set the liability for interest and principal payments on its US$150 million Senior Secured Notes.
These agreements have the effect of converting the U.S. interest coupon rate of 6.83% per annum
to an average Canadian dollar xed interest rate of 7.254% per annum. The exchange rate
applicable to the principal portion of the debt has been xed at CAN$1.5910. Amounts due under
the US$150 million Senior Secured Notes, Series A decreased by CAN$9.5 million at the end of
the third quarter compared to August 31, 2007 due to the Canadian dollar’s appreciation. The fair
value of cross-currency swaps increased by a net amount of $7.8 million, of which $9.5 million
offset the foreign exchange gain on the US$ debt. The difference of $1.7 million was recorded as
an increase of other comprehensive income.
As noted in the MD&A of the 2007 Annual Report, Cogeco Cable’s investment in the Portuguese
subsidiary, Cabovisão, is exposed to market risk attributable to fluctuations in foreign currency
exchange rates, primarily changes in the value of the Canadian dollar versus the Euro. This risk is
mitigated since the major part of the purchase price for Cabovisão was borrowed directly in Euros.
This debt is designated as a hedge of net investments in self-sustaining foreign subsidiaries and,
accordingly, Cogeco Cable realized a foreign exchange gain of CAN$16.2 million in the first nine
months of 2008, which is presented net of non-controlling interest of $11 million in other
comprehensive income. The exchange rate used to convert the Euro into Canadian dollars for the
balance sheet accounts as at May 31, 2008 was $1.5448 per Euro compared to $1.4390 per Euro
as at August 31, 2007. The average exchange rates prevailing during the third quarter and first
nine months of 2008 used to convert the operating results of the European operations were
$1.5694 and $1.4851 per Euro, respectively, compared to $1.5202 and $1.4946 per Euro,
respectively, for the same periods last year.
- 17 -
CABLE SECTOR
CUSTOMER STATISTICS
Net additions (losses) % of Penetration
(1)
Quarters ended
May 31,
Nine months ended
May 31,
2008 2008 2007 2008 2007 2008 2007
RGUs
(2)
2,675,774 50,889 52,434 190,109 251,112
Basic Cable service
customers 1,159,161 (1,589) 2,784 16,001 38,160
HSI service
customers
628,978 6,865 16,454 53,119 81,202 56.7 51.7
Digital Television
service customers 440,066 26,055 8,583 60,187 43,768 38.5 44.5
Telephony service
customers
447,569 19,558 24,613 60,802 87,982 44.2 38.2
(1)
As a percentage of Basic Cable service customers in areas served.
(2)
Represents the sum of Basic Cable, HSI, Digital Television and Telephony service customers.
In Canada, third-quarter 2008 RGU net additions were higher than for the same period last year
but reflect an early sign of maturation in some services. In Portugal, fiscal 2008 third-quarter and
first nine-month periods were marked by an unfavourable economic environment, aggressive
marketing campaigns from competitors, including periodic intense price competition, and the
arrival of multiple triple-play providers in the Portuguese market. Cabovisão did not match the
competition’s highly discounted offering at all times. These factors were the main contributors to
net customer losses in the Basic Cable and lower customer growth in HSI and in Telephony
services compared to the same period last year. The net RGU growth in the European operations
is attributable to the launch of the Digital Television service in the third quarter of 2008.
Management considers the current competitive dynamic is Portugal to be transitory. Cabovisão’s
performance since its acquisition by Cogeco Cable has exceeded management’s original business
plan, and long-term growth prospects remain excellent in management’s view.
The net loss of customers for Basic Cable in the Canadian market stood at 520 customers
compared to 2,910 customers for the same period last year. Third-quarter Basic Cable service
customer losses are due to the end of the school year for college and university students. In
addition, 2007 third-quarter net losses were unusually high due to the end of an aggressive
promotional offer which resulted in a significant number of customer disconnections. In Portugal,
Basic Cable service decreased by 1,069 customers compared to an increase of 5,694 customers
in the same period of the prior year.
In Canada, the number of net additions to HSI service stood at 8,480 customers compared to
11,030 customers for the same period last year. During the third quarter of 2008, the growth in HSI
customer net additions continues to stem from the enhancement of the product offering, the impact
of the bundled offer (Cogeco Complete Connection) of Television, HSI and Telephony services,
and promotional activities. HSI service customers in Portugal decreased by 1,615 customers
compared to an increase of 5,424 customers in 2007.
Canadian net additions of Digital Television service stood at 11,585 customers compared to 8,583
customers for the same period last year due to targeted marketing initiatives in 2008 to improve
the penetration rate. It also reflects the continuing strong interest for High Definition technology.
The Digital Television service was launched in Portugal in the third quarter of 2008, with the
addition of 14,470 customers in that period.
Telephony customers grew in both operating units. In Canada, net additions stood at 17,113 to
reach 200,165 compared to a growth of 19,065 for the same period last year. The lower growth is
mostly attributable to the increased penetration in areas where the service is already offered and
- 18 -
to fewer new areas where the service was launched. Telephony service coverage, as a
percentage of homes passed, has now reached 83% compared to 77% last year. Telephony
service in Portugal grew by 2,445 customers compared to 5,548 customers for the same period of
the preceding year.
OPERATING RESULTS
Quarters ended May 31, Nine months ended May 31,
($000, except percentages)
2008 2007 Change 2008 2007 Change
$ $ % $ $ %
(unaudited) (unaudited) (unaudited) (unaudited)
Revenue 274,944 240,612 14.3 791,879 694,566 14.0
Operating costs 157,454 142,738 10.3 458,857 417,671 9.9
Management fees - COGECO Inc. – – 8,714 8,568 1.7
Operating income before
amortization
117,490 97,874 20.0 324,308 268,327 20.9
Operating margin 42.7% 40.7% 41.0% 38.6%
Revenue
Fiscal 2008 third-quarter consolidated revenue improved by $34.3 million, or 14.3%, to reach
$274.9 million, and for the first nine-month period by $97.3 million, or 14% to reach $791.9 million.
Driven by an increased number of RGUs combined with rate increases, 2008 third-quarter
Canadian operations revenue went up by $28.2 million, or 15.4%, and 2008 first nine-month period
by $86.7 million, or 16.5%.
Fiscal 2008 third-quarter European operations revenue increased by $6.2 million, or 10.7%, to
reach $64 million, and 2008 nine-month period by $10.6 million, or 6.3%, to reach $179.5 million
compared to the same periods last year. European operations have generated lower RGU growth
and implemented rate increases. Furthermore, the strength of the Euro against the Canadian
dollar compared with last year has increased revenue growth when translated to Canadian dollars.
Operating costs
For the third quarter and the first nine months of fiscal 2008, operating costs, excluding
management fees payable to COGECO Inc., increased by $14.7 million, or 10.3% and $41.2
million, or 9.9%, compared to last year, to reach $157.5 million and $458.9 million, respectively.
The increase in operating costs for the third quarter 2008 was mainly attributable to servicing
additional RGUs in Canada and Portugal. The increase in operating costs for the first nine-month
period was attributable to servicing additional RGUs in Canada and Portugal, the timing of certain
marketing initiatives in Portugal, including a major campaign to increase brand awareness, and
costs related to the design of internal controls and review of business processes to comply with
National Instrument 52-109.
Operating income before amortization
Fiscal 2008 third-quarter and first nine-month period operating income before amortization
increased by $19.6 million, or 20%, to reach $117.5 million and by $56 million, or 20.9%, to reach
$324.3 million, respectively, as a result of RGU growth and various rate increases outpacing
operating cost increases. Cogeco Cable’s third-quarter of 2008 operating margin increased to
42.7% from 40.7% due to rate increases implemented during the first quarter of fiscal 2008 and the
third quarter of fiscal 2007. The operating margin in Canada improved to 44.3% from 43.2% and in
Europe to 37.7% from 32.7%.
- 19 -
For the first nine months of fiscal 2008, the operating margin improved to 41% from 38.6% due to
the reasons described above with the Canadian operating margin improving to 42.6% from 40.2%
and the European operating margin to 35.4% from 33.7% when compared to the same period the
year before.
FISCAL 2009 PRELIMINARY FINA NCIAL GUIDELINES
Cable sector
The fiscal 2009 preliminary financial guidelines exclude the acquisition of Toronto Hydro Telecom
Inc., which is subject to the approval by the Commissioner of Competition. The revised guidelines,
with other changes as required, will be presented upon completion of the transaction and the
release of the 2008 year-end results.
For fiscal 2009, Cogeco Cable expects to grow revenue and operating income before amortization.
The preliminary guidelines take into consideration the global economical slowdown that is
occurring and should continue during 2009. In Canada and Portugal, mortgage interest rate
increases and higher commodity prices are leaving consumers with a lower level of disposable
income. In addition, Portugal’s anticipated gross domestic product growth for 2009 will be
negatively impacted as the Government deficit will be one of the highest of the European Union in
recent history, while the competitive landscape should remain unchanged. Results from this
scenario should generate slower growth when compared to prior years.
The revenue increase of approximately 10% should come from the combined Canadian and
European operations. The Canadian operations revenue should increase by approximately 13%
from continued deployment of Telephony service, by expanded penetration of HSI service and
Digital Television services in fiscal 2008 and 2009 and the impact of the rate increases
implemented in fiscal 2008 in Ontario and in Québec, averaging $1.75 per Basic Cable service
customer for both divisions. Cogeco Cable plans to expand its Canadian Basic Cable Service
clientele through consistently effective marketing, competitive product offerings and superior
customer service. As the penetration of HSI, Telephony and Digital Television services increase,
the demand for these products should slow, reflecting maturity. Revenue from the European
operations should increase by approximately 3.5% from €162 million to €168 million mainly from
rate increases of approximately €1.30 (CDN$2) per Basic Cable service customer implemented in
fiscal 2008, sustained RGU growth from fiscal 2008 and 2009 and from the launch of Digital
Television service in the second half of fiscal 2008. The European operations should contribute to
approximately 2% in revenue growth due to the effect of foreign exchange translation. For fiscal
2008, the expected Canadian dollar value of the Euro should be approximately $1.48 per Euro
while for fiscal 2009, it is anticipated that the Euro should be converted at a rate of approximately
$1.44 per Euro.
Growth in revenue and sustained cost control should help achieve a significant increase in
operating income before amortization by approximately 12% to 13%. Cogeco Cable expects to
achieve an operating margin of approximately 42.5%.
Cogeco Cable expects the amortization of capital assets and deferred charges to increase by
$25 million, mainly due to capital expenditures and deferred charges for RGU additions in fiscal
2008 and 2009. Management expects that cash flows generated by operations will finance capital
expenditures and deferred charges, expected to amount to $275 million, essentially the same as
for fiscal 2008. Cogeco Cable expects to generate free cash flow in the order of $105 million, an
increase of approximately $35 million compared to fiscal 2008 projections. Generated free cash
flow should be used primarily to reduce Indebtedness, thus improving the cable subsidiary’s
leverage ratios. Given the anticipated decrease in Indebtedness, financial expense will decline by
- 20 -
approximately $7 million. Net income of approximately $125 million should be achieved as a result
of growth in operating income before amortization exceeding the increase in fixed charges.
Consolidated
($ million, except customer data and operating margin)
Preliminary
Projections
Fiscal 2009
Revised Projections
Fiscal 2008
April 10, 2008
$ $
Consolidated Financial Guideli nes
Revenue 1,198 1,090
Operating income before amortization 500 445
Net income 42 22
Free cash flow 110 75
Cable sector–
Financial Guidelines
Revenue 1,165 1,060
Operating income before amortization 495 440
Operating margin 42.5% 41% to 42%
Financial expense 65 72
Amortization 250 225
Net income 125 123
Capital expenditures and deferred charges 275 275
Free cash flow 105 70
Customer Addition Guidelines
RGUs 175,000 225,000
UNCERTAINTIES AND MAIN RISK FACTORS
There have been no significant changes in the risk factors and uncertainties facing COGECO
since August 31, 2007, except for the Part II Licence Fees payable to the Canadian Radio-
television and Telecommunications Commission (CRTC). On December 14, 2006, the Federal
Court of Canada ruled that the Part II Licence Fees payable to the CRTC are an unlawful tax. Both
the Plaintiffs (the members of the Canadian Association of Broadcasters, Videotron Ltee and CF
Cable TV Inc.) and the Defendant (the Crown) have appealed this decision to the Federal Court of
Appeal. The Defendant was seeking to reverse the Court decision that Part II Licence Fees are
unlawful and the Plaintiffs were seeking a Court order requiring a refund of past fees paid. The
Appeal hearing was held on December 4 and 5 in Ottawa and a decision was rendered on April
28, 2008 in favour of the Crown, to the effect that the fees are valid regulatory charges. On June
26 and 27, 2008, the Plaintiffs filed applications for leave to appeal to the Supreme Court of
Canada. The Defendant must respond to these applications within 60 days. COGECO has
accrued the full amount with respect to these fees for fiscal year 2007 and the first nine months of
fiscal 2008.
ACCOUNTING POLICIES AND ESTIMATES
There has been no significant change in COGECO’s accounting policies and estimates and future
accounting pronouncements since August 31, 2007, except as described below. A description of
the Company’s policies and estimates can be found in the 2007 annual MD&A.
- 21 -
Financial instruments
Effective September 1, 2007, the Company adopted the Canadian Institute of Chartered
Accountants (“CICA”) Handbook Section 1530, Comprehensive Income, Section 3855, Financial
Instruments – Recognition and Measurement, Section 3861, Financial Instruments – Disclosure
and Presentation, and Section 3865, Hedges.
Statement of Comprehensive Income
A new statement entitled Consolidated Statements of Comprehensive Income was added to the
Company’s consolidated financial statements and includes net income as well as other
comprehensive income. Other comprehensive income represents changes in shareholders’ equity
arising from transactions and events from non-owner sources, such as changes in foreign currency
translation adjustments of net investments in self-sustaining foreign subsidiaries and long-term
debt designated as a hedge of net investments in self-sustaining foreign subsidiaries and changes
in the fair value of effective cash flow hedging instruments.
Recognition and Measurement of Financial Instruments
Under these new standards, all financial assets, including derivatives, must be classified as
available for sale, held for trading, held to maturity or loans and receivables. All financial liabilities,
including derivatives, must be classified as held for trading or other liabilities. All financial
instruments classified as available for sale or held for trading are recognized at fair value on the
consolidated balance sheet while financial instruments classified as loans and receivables or other
liabilities will continue to be measured at amortized cost using the effective interest rate method.
The standards allow the Company to designate certain financial instruments, on initial recognition,
as held for trading.
All of the Company's financial assets are classified as held for trading or loans and receivables.
The Company has classified its cash and cash equivalents as held for trading. Accounts receivable
have been classified as loans and receivables. All of the Company’s financial liabilities were
classified as other liabilities, except for the Company’s subsidiary’s cross-currency swaps, which
were classified as held for trading. Held for trading assets and liabilities are carried at fair value on
the consolidated balance sheet, with changes in fair value recorded in the consolidated statement
of income, except for the changes in fair value of the cross-currency swaps, which are designated
as cash flow hedges of the Senior Secured Notes, Series A and are recorded in other
comprehensive income. Loans and receivables and all financial liabilities are carried at amortized
cost using the effective interest method. Upon adoption, the Company determined that none of its
financial assets are classified as available for sale or held to maturity. Except for the treatment of
transaction costs and derivative financial instruments mentioned below, the provisions of the new
accounting standards had no impact on the consolidated financial statements on September 1,
2007 and May 31, 2008.
Transaction costs
Effective September 1, 2007, transaction costs are capitalized on initial recognition and presented
as a reduction of the related financing, except for transaction costs on the revolving loan and the
swingline facility, which are presented as deferred charges. These costs are amortized over the
term of the related financing using the effective interest rate method, except for transaction costs
on the revolving loan and the swingline facility, which are amortized over the term of the related
financing on a straight-line basis. Previously, all transaction costs were capitalized and amortized
on a straight-line basis over the term of the related financing, over a period not exceeding five
years. The impact of these adjustments reduced deferred charges by $1.2 million, reduced long-
- 22 -
term debt by $3.1 million, increased future income tax liabilities by $0.6 million, increased non-
controlling interest by $0.9 million and increased retained earnings by $0.4 million.
Cash flow hedge
All derivatives are measured at fair value with changes in fair value recorded in the consolidated
statements of income unless they are effective cash flow hedging instruments. The changes in fair
value of cash flow hedging derivatives are recorded in other comprehensive income, to the extent
effective, until the variability of cash flows relating to the hedged asset or liability is recognized in
the consolidated statement of income. Any hedge ineffectiveness is recognized in the consolidated
statement of income immediately. Accordingly, the Company’s subsidiary’s cross-currency swaps
must be measured at fair value in the consolidated financial statements. Since these cross-
currency swaps are used to hedge cash flows on Senior Secured Notes, Series A denominated in
U.S. dollars, the changes in fair value are recorded in other comprehensive income. The impact of
measuring the cross-currency swaps at fair value on the interim consolidated financial statements
on September 1, 2007, increased derivative financial instruments liabilities by $83.5 million,
decreased deferred credit presented in long-term debt by $80.2 million, decreased future income
tax liabilities by $1.1 million, decreased non-controlling interest by $1.5 million and decreased
opening accumulated other comprehensive income by $0.7 million. The impact of measuring the
cross-currency swaps at fair value on the interim consolidated financial statements for the third
quarter decreased derivative financial instruments liabilities by $1.6 million, increased future
income tax liabilities by $0.1 million, increased non-controlling interest by $0.1 million and
increased accumulated other comprehensive income by $0.1 million. The impact of measuring the
cross-currency swaps at fair value on the interim consolidated financial statements for the nine-
month period ended May 31, 2008 increased derivative financial instruments liabilities by
$7.8 million, decreased future income tax liabilities by $0.6 million, increased non-controlling
interest by $0.8 million and increased accumulated other comprehensive income by $0.4 million.
Net investment hedge
Financial statements of self-sustaining foreign subsidiaries are translated using the rate in effect at
the balance sheet date for asset and liability items, and using the average exchange rates during
the period for revenue and expenses. Adjustments arising from this translation are deferred and
recorded as foreign currency translation adjustments in accumulated other comprehensive income
and are included in income only when a reduction in the investment in these foreign subsidiaries is
realized. Unrealized foreign exchange gains and losses on long-term debt denominated in foreign
currency, that is designated as a hedge of net investments in self-sustaining foreign subsidiaries,
are recorded as foreign currency translation adjustments in accumulated other comprehensive
income, net of income taxes and non-controlling interest. As a result, an amount of $1.0 million
was reclassified as at August 31, 2007 from the foreign currency translation adjustment to the
accumulated other comprehensive income and the Company’s comparative financial statements
were restated in accordance with transition rules.
Embedded derivatives
All embedded derivatives that are not closely related to the host contracts, are measured at fair
value, and with changes in fair value recorded in the consolidated statement of income. On
September 1, 2007 and as at May 31, 2008, there are no significant embedded derivatives or non-
financial derivatives that require separate fair value recognition on the consolidated balance sheet.
In accordance with the new standards, the Company selected September 1, 2002 as its transition
date for adopting the standard related to embedded derivatives.
- 23 -
Upcoming standards
In 2006, the CICA issued Handbook Section 3862, Financial Instruments – Disclosures, and
Section 3863, Financial Instruments – Presentation. These Sections are to be applied to interim
and annual financial statements relating to fiscal years beginning on or after October 1, 2007. The
Company is currently evaluating the impact of these new standards.
Accounting changes
In July 2006, the CICA issued Section 1506, Accounting Changes, which modifies certain aspects
of the previous standard. A reporting entity may not change its accounting method unless required
by primary source of GAAP or to provide a more reliable and relevant presentation of the financial
statements. In addition, changes in accounting methods must be applied retroactively and
additional information must be disclosed. This Section applies to interim and annual financial
statements relating to fiscal years beginning on or after January 1, 2007. During the first quarter,
the Company adopted this new standard and concluded that it had no significant impact on these
consolidated financial statements.
NON-GAAP FINANCIAL MEASURES
This section describes non-GAAP financial measures used by COGECO throughout this MD&A. It
also provides reconciliations between these non-GAAP measures and the most comparable GAAP
financial measures. These financial measures do not have standard definitions prescribed by
Canadian GAAP and may not be comparable with similar measures presented by other
companies. These measures include cash flow from operations, free cash flow and net income,
excluding gain on dilution, loss from discontinued operations and income tax adjustments, net of
non-controlling interest.
Cash flow from operations
Cash flow from operations is used by COGECO’s management and investors to evaluate cash
flow generated by operating activities from continuing operations, excluding the impact of changes
in non-cash operating items. This allows the Company to isolate the cash flow from operating
activities from the impact of cash management decisions. Cash flow from operations is
subsequently used in calculating the non-GAAP measure free cash flow. Cash flow from
operations is calculated as follows:
Quarters ended May 31, Nine months ended May 31,
($000)
2008 2007 2008 2007
$ $ $ $
(unaudited) (unaudited) (unaudited) (unaudited)
Cash flow from operating activities 112,893 51,669 252,439 103,407
Changes in non-cash operating items (16,825)
25,193 10,380 102,005
Cash flow from operations 96,068 76,862 262,819 205,412
- 24 -
Free cash flow
Free cash flow is used by COGECO’s management and investors to measure COGECO’s ability
to repay debt, distribute capital to its shareholders and finance its growth. Free cash flow is
calculated as follows:
Quarters ended May 31, Nine months ended May 31,
($000) 2008 2007 2008 2007
$ $ $ $
(unaudited) (unaudited) (unaudited) (unaudited)
Cash flow from operations 96,068 76,862 262,819 205,412
Acquisition of fixed assets (50,940)
(51,249)
(160,286) (163,067)
Increase in deferred charges (7,050)
(6,000)
(20,661) (19,258)
Assets acquired under capital leases – as per
Note 13b) (971)
(561)
(2,417) (2,793)
Free cash flow 37,107 19,052 79,455 20,294
Net income excluding loss (gain) on dilution, loss from discontinued operations and
income tax adjustments net of non-controlling interest.
Net income excluding loss (gain) on dilution, loss from discontinued operations and income tax
adjustments, net of non-controlling interest, is used by COGECO’s management and investors in
order to evaluate what would have been the net income excluding gain on dilution, loss from
discontinued operations and income tax adjustments net of non-controlling interest. This allows the
Company to isolate the one time adjustments in order to evaluate the net income from continuing
operations.
Quarters ended May 31, Nine months ended May 31,
($000) 2008 2007 2008 2007
$ $ $ $
(unaudited) (unaudited) (unaudited) (unaudited)
Net income 9,538 3,059 15,452 44,356
Adjustments:
Loss (gain) on dilution 3 64 85 (30,919)
Discontinued operations 1,966 18,057 4,170
Income tax adjustments net of non-controlling
interest (7,909)
Net income excluding above adjustments 9,541 5,089 25,685 17,607
ADDITIONAL INFORMATION
This MD&A was prepared on July 9, 2008. Additional information relating to the Company,
including its Annual Information Form, is available on the SEDAR website at www.sedar.com.
ABOUT COGECO
COGECO is a diversified communications company. Through its Cogeco Cable subsidiary,
COGECO provides approximately 2,676,000 revenue-generating units (RGUs) to 2,410,000
homes passed in its Canadian and Portuguese service territories. Through its two-way broadband
- 25 -
cable networks, Cogeco Cable provides its residential and commercial customers with Analogue
and Digital Television, High Speed Internet, as well as Telephony services. Through its Cogeco
Radio-Television subsidiary, COGECO owns and operates the RYTHME FM radio stations in
Montréal, Québec City, Trois-Rivières and Sherbrooke, as well as the 93
3
station in Québec City.
COGECO’s subordinate voting shares are listed on the Toronto Stock Exchange (TSX: CGO). The
subordinate voting shares of Cogeco Cable are also listed on the Toronto Stock Exchange
(TSX: CCA).
– 30 –
Source: COGECO Inc.
Pierre Gagné
Vice President, Finance and Chief Financial Officer
Tel.: 514 764-4700
Information: Media
Marie Carrier
Director, Corporate Communications
Tel.: 514 764-4700
Analyst Conference Call: Thursday, July 10, 2008 at 11:00 A.M. (EDT)
Media representatives may attend as listeners only.
Please use the following dial-in number to have access to the
conference call by dialing five minutes before the start of the
conference:
Canada/USA Access Number: 1 866 321-8231
International Access Number: + 1 416 642-5213
Confirmation Code: 4152342
By Internet at www.cogeco.ca/investors
A rebroadcast of the conference call will be available until July 17, by
dialing:
Canada and USA access number: 1 888 203-1112
International access number: + 1 647 436-0148
Confirmation code: 4152342
- 26 -
Supplementary Quarterly Financial Information
(unaudited)
Quarters ended May 31, February 29 / 28, November 30, August 31,
2008
(1)
2007
(1)
2008
(1)
2007
(1)
2007
(1)
2006
(1)
2007
(1)
2006
(1)
($000, except percentages and
per share data)
$ $ $ $ $ $ $ $
Revenue 283,878 249,424 271,894 238,378 260,255 230,233 251,300 181,419
Operating income before
amortization 117,204 95,791 109,346 87,478 101,209 87,371 100,595 73,000
Operating margin 41.3% 38.4% 40.2% 36.7% 38.9% 37.9% 40.0% 40.2%
Amortization 58,564 47,725 56,346 44,018 53,039 44,755 54,723 35,259
Financial expense 17,746 21,603 17,373 23,915 17,368 21,614 18,924 16,747
Income taxes 10,285 8,055 (14,426)
4,233 9,277 6,535 (7,480)
(12,389)
Loss (gain) on dilution 3 64 (25)
(30,990)
107 7 (27,011)
-
Non-controlling interest 21,068 13,318 33,763 9,647 13,762 7,619 24,240 20,652
Income from continuing
operations 9,538 5,025 16,315 36,655 7,656 6,846 37,097 12,749
Loss from discontinued
operations (1,966)
(425)
(2,109)
(17,632)
(95) (6,713)
(2,449)
Net income (loss) 9,538 3,059 15,890 34,546 (9,976)
6,751 30,384 10,300
Cash flow from operations 96,068 76,862 85,374 63,353 81,377 65,197 78,153 56,759
Earnings (loss ) per share
Basic
Income from continuing
operations
0.57 0.30 0.98 2.21 0.46 0.41 2.23 0.77
Loss from discontinued
operations (0.12)
(0.03) (0.13) (1.06) (0.01) (0.40)
(0.15)
Net income (loss) 0.57 0.18 0.95 2.08 (0.60) 0.41 1.82 0.62
Diluted
Income from continuing
operations 0.57 0.30 0.97 2.20 0.46 0.41 2.21 0.77
Loss from discontinued
operations
(0.12)
(0.03) (0.13) (1.06) (0.01) (0.40)
(0.15)
Net income (loss) 0.57 0.18 0.95 2.07 (0.60) 0.41 1.81 0.62
(1)
Includes operating results of the cable subsidiary, Cabovisão, since the date of acquisition of control on August 1, 2006.
Cable sector operating results are generally not subject to material seasonal uctuations.
However, the loss of Basic Cable service customers is usually greater, and the addition of HSI
service customers is generally lower, in the fourth quarter, mainly due to students leaving
campuses at the end of the school year
COGECO INC. - 27 -
Customer Statistics
May 31, August 31,
2008 2007
Homes Passe
d
Ontario
(1)
1 023 089 997 498
Québec 498 863 486 592
Canada 1 521 952 1 484 090
Portugal 887 476 859 376
Total 2 409 428 2 343 466
Revenue Generating Unit
s
Ontario 1 365 81
6
1 256 244
Québec 583 183 532 264
Canada 1 948 999 1 788 508
Portugal 726 77
5
697 157
Total 2 675 77
4
2 485 66
5
Basic Cable Service Customer
s
Ontario 600 000 594 889
Québec 258 570 254 268
Canada 858 570 849 157
Portugal 300 591 294 003
Total 1 159 161 1 143 160
Discretionnary Service Customer
s
Ontario 495 082 468 764
Québec 212 033 204 585
Canada 707 11
5
673 349
Portugal - -
Total 707 11
5
673 349
Pay TV Service Customer
s
Ontario 98 01
4
88 835
Québec 45 540 42 180
Canada 143 55
4
131 015
Portugal 57 671 54 723
Total 201 22
5
185 738
High Speed Internet Service Customer
s
Ontario 349 27
4
316 363
Québec 115 39
4
99 473
Canada 464 668 415 836
Portugal 164 310 160 023
Total 628 978 575 859
Digital Television Service Customers
Ontario 277 274 246 267
Québec 148 322 133 612
Canada 425 596 379 879
Portugal 14 470 -
Total 440 066 379 879
Telephony Service Customer
s
Ontario 139 268 98 725
Québec 60 897 44 911
Canada 200 16
5
143 636
Portugal 247 40
4
243 131
Total 447 569 386 767
(1) An audit of homes passed in Ontario was completed during the first quarter of fiscal 2007 and, as a result,
the number of homes passed was reduced by 42,386
- 28 -
COGECO INC.
CONSOLIDATED STATEMENTS OF INCOME
Three months ended May 31,
Nine months ended May 31,
(In thousands of dollars, except per share data) 2008
2007 2008
2007
$
$
$
$
(unaudited)
(unaudited) (unaudited)
(unaudited)
Revenue 283,878
249,424
816,027
718,035
Operating costs 166,674
153,633
488,268
447,395
Operating income from continuing operations before
amortization
117,204
95,791
327,759
270,640
Amortization (note 4) 58,564
47,725
167,949
136,498
Operating income from continuing operations 58,640
48,066
159,810
134,142
Financial expense (note 5) 17,746
21,603
52,487
67,132
Income from continuing operations before income taxes and
the following items
40,894
26,463
107,323
67,010
Income taxes (note 6) 10,285
8,055
5,136
18,823
Loss (gain) on dilution resulting from shares issued by a
subsidiary (note 7)
3
64
85
(30,919)
Non-controlling interest 21,068
13,318
68,593
30,584
Share in the loss (earnings) of a general partnership
1
(4)
Income from continuing operations 9,538
5,025
33,509
48,526
Loss from discontinued operations (note 15)
(1,966)
(18,057)
(4,170)
Net income 9,538
3,059
15,452
44,356
Earnings (loss) per share (note 8)
Basic
Income from continuing operations 0.57
0.30
2.01
2.93
Loss from discontinued operations
(0.12)
(1.08)
(0.25)
Net income 0.57
0.18
0.93
2.67
Diluted
Income from continuing operations 0.57
0.30
2.00
2.91
Loss from discontinued operations
(0.12)
(1.08)
(0.25)
Net income 0.57
0.18
0.92
2.66
- 29 -
COGECO INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three months ended May 31, Nine months ended May 31,
(In thousands of dollars) 2008
2007 2008
2007
$
$
$
$
(unaudited)
(unaudited) (unaudited)
(unaudited)
Net income 9,538
3,059
15,452
44,356
Other comprehensive income
Unrealized gains (losses) on derivative financial instruments
designated as cash flow hedges, net of income taxes
expense of $279,000 and income taxes recovery of $908,000
and non-controlling interest of $860,000 and $4,653,000
412
(2,226)
Reclassification of realized losses (gains) to net income on
derivative financial instruments designated as cash flow
hedges, net of income taxes recovery of $199,000 and
income taxes expense of $1,465,000 and non-controlling
interest of $738,000 and $5,421,000
(353)
2,594
Unrealized gains (losses) on translation of net investments in
self-sustaining foreign subsidiaries, net of non-controlling
interest of $15,588,000 and $32,087,000 ($32,069,000 and
$6,474,000 in 2007)
7,454
(15,405)
15,345
3,110
Unrealized gains (losses) on translation of long-term debts
designated as hedge of net investments in self-sustaining
foreign subsidiaries, net of non-controlling interest of
$10,837,000 and $21,16 2,000 (net of income taxes recovery
of $1,703,000 and non-controlling interest of $22,165,000
and $5,646,000 in 2007)
(5,182)
10,648
(10,120)
(2,711)
2,331
(4,757)
5,593
399
Comprehensive income 11,869
(1,698)
21,045
44,755
- 30 -
COGECO INC.
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
Nine months ended May 31,
(In thousands of dollars) 2008
2007
$
$
(unaudited)
(unaudited)
Balance at beginning, as reported 274,946
204,734
Changes in accounting policies (note 1) 424
Balance at beginning, as restated 275,370
204,734
Net income 15,452
44,356
Dividends on multiple vot ing shares (387)
(374)
Dividends on subordinate voting shares (3,114)
(2,987)
Balance at end 287,321
245,729
- 31 -
COGECO INC.
CONSOLIDATED BALANCE SHEET S
(In thousands of dollars) May 31, 2008
August 31, 2007
$
$
(unaudited)
(unaudited)
Assets
Current
Cash and cash equivalents 82,681
66,279
Accounts receivable 60,288
52,734
Income taxes receivable 2,073
3,138
Prepaid expenses 6,291
8,675
Future income tax assets 8,145
17,986
Current assets related to discontinued operations (note 15)
38,700
159,478
187,512
Income taxes receivable 1,444
1,345
Investments 739
739
Fixed assets 1,178,511
1,123,270
Deferred charges 56,687
55,450
Intangible assets (note 8) 1,082,627
1,083,750
Goodwill (note 8) 367,772
342,584
Non-current assets related to discontinued operations (note 15)
42,109
2,847,258
2,836,759
Liabilities and Shareholders' equity
Liabilities
Current
Bank indebtedness 2,090
Accounts payable and accrued liabilities 206,578
220,450
Income tax liabilities 15,186
1,209
Deferred and prepaid income 28,471
29,837
Derivative financial instruments 91,285
Current portion of long-term debt (note 10) 166,303
17,327
Current liabilities related to discontinued operations (note 15)
46,031
509,913
314,854
Long-term debt (note 10) 797,029
1,036,256
Share in the partners’ deficiency of a general partnership
518
Deferred and prepaid income 11,765
11,501
Pension plan liabilities and accrued employees benefits 8,748
7,378
Future income tax liabilities 246,656
267,646
Non-controlling interest 862,639
788,557
Long-term liabilities related to discontinued operations (note 15)
17,589
2,436,750
2,444,299
Shareholders' equity
Capital stock (note 11) 119,405
119,078
Treasury shares (note 11) (1,522)
(1,054)
Contributed surplus – stock-based compensation 1,444
499
Retained earnings 287,321
274,946
Accumulated other comprehensive income (loss) (note 12) 3,860
(1,009)
410,508
392,460
2,847,258
2,836,759
- 32 -
COGECO INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
Three months ended May 31, Nine months ended May 31,
(In thousands of dollars)
2008
2007 2008
2007
$
$ $
$
(unaudited) (unaudited) (unaudited) (unaudited)
Cash flow from operating activities
Income from continuing operations 9,538
5,025 33,509
48,526
Adjustments for:
Amortization (note 4)
58,564
47,725 167,949
136,498
Amortization of deferred financ in g cos t s
742
532 2,215
1,713
Future income taxes (note 6)
4,690
7,520 (13,050)
12,542
Non-controlling interest
21,068
13,318 68,593
30,584
Loss (gain) on dilution resulting from shares issued by a subsidiary
(note 7)
3
64
85
(30,919)
Stock-based compensation
1,022
2,990 2,092
6,078
Loss (gain) on disposal of fixed assets
151
(130) 388
(169)
Other
290
(182) 1,038
559
96,068
76,862 262,819
205,412
Changes in non-cash operating items (note 13a)) 16,825
(25,193) (10,380)
(102,005)
112,893
51,669 252,439
103,407
Cash flow from investing activities
Acquisition of fixed assets (note 13b)) (50,940)
(51,249) (160,286)
(163,067)
Increase in deferred charges (7,050)
(6,000) (20,661)
(19,258)
Business acquisition and related adjustments (note 2) (16,105)
3,279 (16,105)
1,894
Decrease in restricted cash
88
Other (320)
429 (435)
468
(74,415)
(53,541) (197,487)
(179,875)
Cash flow from financing activities
Increase (decrease) in bank indebtedness (15,686)
(20) 2,090
(1,112)
Increase in long-term debt 99,759
22,861 99,810
22,861
Repayment of long-term debt (61,182)
(36,485) (131,593)
(178,478)
Issue of subordinate voting shares 266
974 327
1,431
Acquisition of treasury shares
(1,054) (468)
(1,054)
Dividends on multiple vot ing shares (129)
(129) (387)
(374)
Dividends on subordinate voting shares (1,038)
(1,037) (3,114)
(2,987)
Issue of shares by a subsidiary to non-controlling interest, net of issue
costs
62
1,411
3,354
190,066
Dividends paid by a subsidiary to non-controlling interest (3,281)
(1,776) (9,834)
(4,210)
18,771
(15,255) (39,815)
26,143
Effect of exchange rate changes on cash and cash equivalents
denominated in foreign currencies
1,063
(1,774)
1,265
1,486
Cash flow from continuing operations 58,312
(18,901) 16,402
(48,839)
Cash flow from discontinued operations (note 15)
Net change in cash and cash equivalents 58,312
(18,901) 16,402
(48,839)
Cash and cash equivalents at beginning 24,369
41,578 66,279
71,516
Cash and cash equivalents at end 82,681
22,677 82,681
22,677
See supplemental cash flow information in note 13.
- 33 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
1. Basis of Presentation
In the opinion of management, the accompanying unaudited interim consolidated financial statements, prepared in
accordance with Canadian generally accepted accounting principles, contain all adjustments necessary to present
fairly the financial position of COGECO Inc. (“the Company”) as at May 31, 2008 and August 31, 2007 as well as its
results of operations and its cash flow for the three and nine-month periods ended May 31, 2008 and 2 007.
While management believes that the disclosures presented are adequate, these unaudited interim consolidated
financial statements and notes should be read in conjunction with COGECO Inc.’s annual consolidated financial
statements for the year ended August 31, 2007. These unaudited interim consolidated financial statements follow the
same accounting policies as the most recent annual consolidated financial statements, except for the adoption of the
new accounting policies on financial instruments described below and the presentation of the investment in the
discontinued operations (see note 15).
Financial instrume nts
Effective September 1, 2007, the Company adopted the Canadian Institute of Chartered Accountants (“CICA”)
Handbook Section 1530, Comprehensive Income, Section 3855, Financial Instruments – Recognition and
Measurement, Section 3861, Financial Instruments – Disclosure and Presentation and Section 3865, Hedges.
Statement of Comprehensive Income
A new statement, entitled Consolidated Statements of Comprehensive Income, was added to the Company’s
consolidated financial statements and includes net income as well as other comprehensive income. Other
comprehensive income represents changes in shareholders’ equity arising from transactions and events from non-
owner sources, such as changes in foreign currency translation adjustments of net investments in self-sustaining
foreign subsidiaries and long-term debt designated as a hedge of net investments in self-sustaining foreign
subsidiaries and changes in the fair value of effective cash flow hedging instruments.
Recognition and Measurement of Financial Instruments
Under these new standards, all financial assets, including derivatives, must be classified as available for sale, held for
trading, held to maturity, or loans and receivables. All financial liabilities, including derivatives, must be classified as
held for trading or other liabilities. All financial instruments classified as available for sale or held for trading are
recognized at fair value on the consolidated balance sheet while financial instruments classified as loans and
receivables or other liabilities will continue to be measured at amortized cost using the effective interest rate method.
The standards allow the Company to designate certain financi al instruments, on initial recognition, as held for tradin g.
All of the Company's financial assets are classified as held for trading or loans and receivables. The Company has
classified its cash and cash equivalents as held for trading. Accounts receivable has been classified as loans and
receivables. All of the Company’s financial liabilities were classified as other liabilities, except for the Company’s
subsidiary’s cross-currency swaps, which were classified as held for trading. Held for trading assets and liabilities are
carried at fair value on the consolidated balance sheet, with changes in fair value recorded in the consolidated
statements of income, except for the changes in fair value of the cross-currency swaps, which are designated as cash
flow hedges of the Senior Secured Notes Series A and are recorded in other comprehensive income. Loans and
receivables and all financial liabilities are carried at amortized cost using the effective interest method. Upon adoption,
the Company determined that none of its financial assets are classified as available for sale or held to maturity.
Except for the treatment of transaction costs and derivative financial instruments mentioned below, the provisions of
the new accounting standards had no impact on the consolidated financial statements on September 1, 2007 and
May 31, 2008.
- 34 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
1. Basis of Presentation (continued)
Transaction costs
Effective September 1, 2007, transaction costs are capitalized on initial recognition and presented as a reduction of
the related financing, except for transaction costs on the revolving loan and the swingline facility, which are presented
as deferred charges. These costs are amortized over the term of the related financing using the effective interest rate
method, except for transaction costs on the revolving loan and the swingline facility, which are amortized over the
term of the related financing on a straight-line basis. Previously, all transaction costs were capitalized and amortized
on a straight-line basis over the term of the related financing, over a period not exceeding five years. The impact of
these adjustments reduced deferred charges by $1.2 million, reduced long-term debt by $3.1 million, increased future
income tax liabilities by $0.6 million, increased non-controlling interest by $0.9 million and increased retained earnings
by $0.4 million.
Cash flow hedge
All derivatives are measured at fair value with changes in fair value recorded in the consolidated statements of income
unless they are effective cash flow hedging instruments. The changes in fair value of cash flow hedging derivatives
are recorded in other comprehensive income, to the extent effective, until the variability of cash flows relating to the
hedged asset or liability is recognized in the consolidated statements of income. Any hedge ineffectiveness is
recognized in the consolidated statements of income immediately. Accordingly, the Company’s subsidiary’s cross-
currency swaps must be measured at fair value in the consolidated financial statements. Since these cross-currency
swaps are used to hedge cash flows on Senior Secured Notes Series A denominated in U.S. dollars, the changes in
fair value are recorded in other comprehensive income. The impact of measuring the cross-currency swaps at fair
value on the interim consolidated financial statements on September 1, 2007, increased derivative financial
instruments liabilities by $83.5 million, decreased deferred credit presented in long-term debt by $80.2 million,
decreased future income tax liabilities by $1.1 million, decreased non-controlling interest by $1.5 million and
decreased opening accumulated other comprehensive income by $0.7 million. The impact of measuring the cross-
currency swaps at fair value on the interim consolidated financial statements for the three-month period ended
May 31, 2008 decreased derivative financial instruments liabilities by $1.6 million, increased future income tax
liabilities by $0.1 million, increased non-controlling interest by $0.1 million and increased accumulated other
comprehensive income by $0.1 million. The impact of measuring the cross-currency swaps at fair value on the interim
consolidated financial statements for the nine-month period ended May 31, 2008 increased derivative financial
instruments liabilities by $7.8 million, decreased future income tax liabilities by $0.6 million, increased non-controlling
interest by $0.8 million and increased accumulated other comprehensive income by $0.4 million.
Net investment hedge
Financial statements of self-sustaining foreign subsidiaries are translated using the rate in effect at the balance sheet
date for asset and liability items, and using the average exchange rates during the period for revenue and expenses.
Adjustments arising from this translation are deferred and recorded as foreign currency translation adjustment in
accumulated other comprehensive income and are included in income only when a reduction in the investment in
these foreign subsidiaries is realized. Unrealized foreign exchange gains and losses on long-term debt denominated
in foreign currency, that is designated as a hedge of net investments in a self-sustaining foreign subsidiaries are
recorded as foreign currency translation adjustments in accumulated other comprehensive income, net of income
taxes and non-controlling interest. As a result, an amount of $1.0 million was reclassified as at August 31, 2007 from
the foreign currency translation adjustment to the accumulated other comprehensive income and the Company’s
comparative financial statements were restated in accordance with transitional provisions.
- 35 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
1. Basis of Presentation (continued)
Embedded derivatives
All embedded derivatives that are not closely related to the host contracts are measured at fair value, with changes in
fair value recorded in the consolidated statements of income. On September 1, 2007 and as at May 31, 2008, there
are no significant embedded derivatives or non-financial derivatives that require separate fair value recognition on the
consolidated balance sheet. In accordance with the new standards, the Company selected September 1, 2002, as its
transition date for adopting the standard related to embedded de rivatives.
Upcoming standards
In 2006, the CICA issued Handbook Section 3862, Financial Instruments – Disclosures, and Section 3863, Financial
Instruments – Presentation. These Sections are to be applied to interim and annual financial statements relating to
fiscal years beginning on or after October 1, 2007. The Company is currently evaluating the impact of these new
standards.
Accounting changes
In July 2006, the CICA issued Section 1506, Accounting Changes, which modifies certain aspects of the previous
standard. A reporting entity may not change its accounting method unless required by primary source of GAAP or to
provide a more reliable and relevant presentation of the financial statements. In addition, changes in accounting
methods must be applied retroactively and additional information must be disclosed. This Section applies to interim
and annual financial statements relating to fiscal years beginning on or after January 1, 2007. During the first quarter,
the Company adopted this new standard and concluded that it had no significant impact on these consolidated
financial statements.
Future accounting pronouncements
Goodwill and intangible assets
In February 2008, the CICA issued Section 3064, Goodwill and intangible assets, replacing Section 3062, Goodwill
and other intangible assets and Section 3450, Research and development costs. The new Section establishes
standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial
recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from
the standards included in the previous Section 3062. The new Section will be applicable to interim and annual
financial statements relating to fiscal years beginning on or after October 1, 2008. The Company is currently
evaluating the impact of the adoption of this new Section on its consolidated financial statements.
- 36 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
2. Business acquisition
Acquisition of MaXess Networx®
On March 31, 2008, the Company’s subsidiary, Cogeco Cable Inc., completed the acquisition of all the assets of
MaXess Networx®, ENWIN Energy Ltd.’s telecommunications division (City of Windsor’s energy company) for a total
consideration of $15.6 million. MaXess Networx® operates a broadband network equipped with next generation ATM
and Ethernet technology and provides organizations in south-western Ontario with the broadband capacity required
for data networking, high-speed Internet access, e-business applications, video conferencing and other advanced
communications.
The acquisition was accounted for using the purchase method. The results of MaXess Networx® have been
consolidated as of the acquisition date.
The allocation of the purchase price of the acquisition is as follow:
$
(unaudited)
Consideration paid
Assets purchase price 15,555
Acquisition costs 550
16,105
Net assets acquired
Accounts receivable 276
Prepaid expenses
511
Fixed assets
13,794
Customer relationships
1,890
Accounts payable and accrued liabilities assumed
(350)
Deferred and prepaid income
(16)
16,105
- 37 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
3. Segmented Information
The principal financi al information per business segment is presented in the tables below:
Cable Head office and other
(1)
Consolidated
Three months ended May 31,
(unaudited)
2008
2007
2008
2007
2008
2007
$
$
$
$
$
$
Revenue 274,944
240,612
8,934
8,812
283,878
249,424
Operating costs 157,454
142,738
9,220
10,895
166,674
153,633
Operating income from continuin g
operations before amortization
117,490
97,874
(286)
(2,083)
117,204
95,791
Amortization 58,209
47,278
355
447
58,564
47,725
Operating income from continuin g
operations
59,281
50,596
(641)
(2,530)
58,640
48,066
Financial expense 17,372
21,273
374
330
17,746
21,603
Income taxes 10,767
8,942
(482)
(887)
10,285
8,055
Loss on dilution resu lting fr om shares
issues by a subsidiary
3
64
3
64
Non-controlling interest
21,068
13,318
21,068
13,318
Income (loss) from continuing operations 31,142
20,381
(21,604)
(15,356)
9,538
5,025
Loss from discontinued operations
(1,966)
(1,966)
Net assets employed
(2) (3)
2,491,409
2,398,297
26,354
29,586
2,517,763
2,427,883
Total assets
(3)
2,807,517
2,714,339
39,741
122,420
2,847,258
2,836,759
Total assets related to discontinued
operations
(3)
80,809
80,809
Fixed assets
(3)
1,174,975
1,119,498
3,536
3,772
1,178,511
1,123,270
Goodwill
(3)
367,772
342,584
367,772
342,584
Acquisition of fixed assets 51,878
51,817
33
(7)
51,911
51,810
(1)
Includes radio operation and eliminations.
(2)
Total assets from continuing operations less cash and cash equivalents, accounts payable and accrued liabilities and deferred and prepaid income.
(3)
As at May 31, 2008 and August 31, 2007.
- 38 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
3. Segmented Information (continued)
Cable Head office and other
(1)
Consolidated
Nine months ended May 31,
(unaudited)
2008
2007
2008
2007
2008
2007
$
$
$
$
$
$
Revenue 791,879
694,566
24,148
23,469
816,027
718,035
Operating costs 467,571
426,239
20,697
21,156
488,268
447,395
Operating income from continuin g
operations before amortization
324,308
268,327
3,451
2,313
327,759
270,640
Amortization 166,885
135,159
1,064
1,339
167,949
136,498
Operating income from continuin g
operations
157,423
133,168
2,387
974
159,810
134,142
Financial expense 51,243
66,045
1,244
1,087
52,487
67,132
Income taxes 4,764
18,800
372
23
5,136
18,823
Loss (gain) on dilution resulting from
shares issues by a subsidiary
85
(30,919)
85
(30,919)
Non-controlling interest
68,593
30,584
68,593
30,584
Income (loss) from continuing operations 101,416
48,323
(67,907)
203
33,509
48,526
Loss from discontinued operations
(18,057)
(4,170)
(18,057)
(4,170)
Net assets employed
(2) (3)
2,491,409
2,398,297
26,354
29,586
2,517,763
2,427,883
Total assets
(3)
2,807,517
2,714,339
39,741
122,420
2,847,258
2,836,759
Total assets related to discontinued
operations
(3)
80,809
80,809
Fixed assets
(3)
1,174,975
1,119,498
3,536
3,772
1,178,511
1,123,270
Goodwill
(3)
367,772
342,584
367,772
342,584
Acquisition of fixed assets 162,479
165,786
224
74
162,703
165,860
(1)
Includes radio operation and eliminations.
(2)
Total assets from continuing operations less cash and cash equivalents, accounts payable and accrued liabilities and deferred and prepaid income.
(3)
As at May 31, 2008 and August 31, 2007.
The following tables sets out certain geographic market information base d on client’s location:
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Revenue
Canada 219,862 191,575 636,485 549,089
Europe 64,016 57,849 179,542 168,946
283,878 249,424 816,027 718,035
- 39 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
3. Segmented Information (continued)
May 31, 2008 August 31, 200 7
$ $
(unaudited)
(unaudited)
Fixed assets
Canada 859,170 815,754
Europe 319,341 307,516
1,178,511 1,123,270
Goodwill
Canada
Europe 367,772 342,584
367,772 342,584
4. Amortization
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited)
(unaudited) (unaudited)
(unaudited)
Fixed assets 50,105 42,417 143,099 120,471
Deferred charges 5,684 5,308 17,084 16,027
Intangible assets 2,775 7,766
58,564 47,725 167,949 136,498
5. Financial expense
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Interest on long-term debt 17,788 18,221 51,620 61,409
Amortization of deferred financ in g cos t s 408 532 1,222 1,713
Other (450) 2,850 (355) 4,010
17,746 21,603 52,487 67,132
- 40 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
6. Income Taxes
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited) (unaudited) (unaudited) (unaudited)
Current 5,595 535 18,186 6,281
Future 4,690 7,520 (13,050) 12,542
10,285 8,055 5,136 18,823
The following table provides the reconciliation between Canadian statutory federal and provincial income taxes and
the consolidated income ta x expense:
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited) (unaudited) (unaudited) (unaudited)
Income before income tax es 40,894 26,462 107,323 67,014
Combined income tax rate 33.42% 34.83% 33.39% 34.80%
Income taxes at com bi ned income tax ra te 13,665 9,217 35,840 23,321
Loss or income subject to lower or higher tax rates (944) (475) (1,294) (248)
Decrease in future income taxes as a result of
decreases in substantively enacted tax rates
(24,146)
Income taxes arising form non-deductible expenses 298 198 602 538
Effect of foreign income tax rate differences (2,821) (788) (6,198) (3,037)
Benefit related to prior years’ minimum income taxes paid (1,475)
Other 87 (97) 332 (276)
Income taxes at effective income tax rate 10,285 8,055 5,136 18,823
- 41 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
7. Gain on dilution resulting from shares issued by a subsidiary
On February 2007, the Company’s subsidiary, Cogeco Cable Inc., completed a public offering totalling 5,000,000
subordinate voting shares. The offering resulted in gross proceeds of $192,500,000 and net proceeds of
$184,211,000. The Company’s subsidiary has also issued, during the first nine months of 2007, 7,344 subordinate
voting shares pursuant to its Employee Stock Purchase Plan and 305,573 subordinate voting shares pursuant to its
Employee Stock Option Plan for cash considerations of $198,000 and $5,657,000, respectively. As a result, the
Company’s interest in Cogeco Cable Inc. decreased from 39.2% to 34.6% and a gain on dilution of $30,919,000 was
recorded for the nine-month period ended May 31, 2007.
8. Earnings (Loss) per Share
The following table provides a reconciliation between basic and diluted earnings (loss) per share:
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited)
(unaudited) (unaudited)
(unaudited)
Income from continuing operations 9,538 5,025 33,509 48,526
Loss from discontinued operations (1,966) (18,057) (4,170)
Net income 9,538 3,059 15,452 44,356
Weighted average number of multiple voting and
subordinate voting shares outstanding
16,682,468
16,625,479
16,676,369
16,583,850
Effect of dilutive stock options
(1)
54,599 87,434 70,256 100,094
Weighted average number of dil uted mult ipl e voti ng an d
subordinate voting shares outstanding
16,737,067
16,712,913
16,746,625
16,683,944
Earnings (loss) per share
Basic
Income from continuing operations 0.57 0.30 2.01 2.93
Loss from discontinued operations (0.12) (1.08) (0.25)
Net income 0.57 0.18 0.93 2.67
Diluted
Income from continuing operations 0.57 0.30 2.00 2.91
Loss from discontinued operations (0.12) (1.08) (0.25)
Net income 0.57 0.18 0.92 2.66
(1)
For the three and nine-month peri ods ended May 31, 2008, 33,182 and 22,121 stock options (none and 24,295 in 20 07) were excluded from th e
calculation of diluted earnings per share since the exercise price of the options was greater than the average share price of the subordinate
voting shares.
- 42 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
9. Goodwill and Other Intangible Assets
May 31, 2008 August 31, 2007
$ $
(unaudited) (unaudited)
Customer relationships 67,735 68,858
Broadcasting licenses
25,120 25,120
Customer base
989,772 989,772
1,082,627 1,083,750
Goodwill
367,772 342,584
1,450,399 1,426,334
a) Intangible assets
During the first nine months, intangible assets variations were as follows:
Customer
relationships
Broadcasting
licenses
Customer
Base
Total
$ $ $ $
(unaudited) (unaudited) (unaudited) (unaudited)
Balance as at August 31, 2007 68,858 25,120 989,772 1,083,750
Business acquisition (note 2) 1,890 – – 1,890
Amortization (7,766) – – (7,766)
Foreign currency translation adjustment 4,753 – – 4,753
Balance as at May 31, 2008 67,735 25,120 989,772 1,082,627
b) Goodwill
During the first nine months, goodwill variation was as follows:
$
(unaudited)
Balance as at August 31, 2007 342,584
Foreign currency translation adjustment
25,188
Balance as at May 31, 2008 367,772
- 43 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
10. Long-Term Debt
Maturity Interest rate May 31, 2008 August 31, 2007
% $
$
(unaudited)
(unaudited)
Parent company
Term Facility 2011
(1)
5.32
(2)
18,714
25,538
Obligations under capital leases 2010 6.49 6.61 85
108
Subsidiaries
Term Facility
Term loan – €104,551,500 2011 5.56
(2)
160,631
150,450
Term loan – €17,358,700 2011 5.06
(2)
26,638
24,979
Revolving loan – €115,500,000 (€196,725,000 as at August 31, 2007) 2011 5.19
(2)
178,424
283,087
Senior Secured Debentures Series 1 2009 6.75 149,753
150,000
Senior – Secured Notes
Series A – US$150 million 2008 6.83
(3)
148,782
158,430
Series B 2011 7.73 174,291
175,000
Senior Unsecured Debenture
(4)
2018 5.94 99,759
Deferred credit
(5)
2008
80,220
Obligations under capital leases 2012 6.42 – 8.30 6,205
5,760
Other – 50
11
963,332
1,053,583
Less current portion 166,303
17,327
797,029
1,036,256
(1)
On December 14, 2007, the Company concluded an amended and restated credit agreement with a group of four Canadian banks led by the
Canadian Imperial Bank of Commerce (“CIBC”), which will now act as agent for the banking syndicate. The annually renewable three-year
amended credit agreement establishes a revolving credit of $50 million to which may be added a further credit of $25 million under certain
conditions. The amended credit agreement maintains certain financial commitments with the same security by the Company, its subsidiary
Cogeco Radio-Television Inc. and indirect subsidiary, Cogeco Diffusion Inc. In November 2007, the Company posted a guarantee for a maximum
amount of $12 million in favour of CIBC, the bank of TQS Inc., its subsidiaries and its parent 3947424 Canada Inc. (“the TQS Group”). On
March 18, 2008, the Compan y was unconditionally relieved from all of its obligations under the guarantee, as CIBC was fully repaid by Remstar
Corporation Inc. for all indebtedness of the TQS Gr oup under the TQS credit agreement.
(2)
Average interest rate on debt as at May 31, 2008, including stamping fees.
(3)
Cross-currency swap agreements have resulted in an effective interest rate of 7.254% on the Canadian dollar equivalent of the U.S. denominat ed
debt of the Company’s subsidiary, Cogeco Cable Inc.
(4)
On January 8, 2008, the Company’s subsidiary, Cogeco Cable Inc., and the Solidarity Fund QFL entered into an agreement to issue a $100
million senior unsecured debenture by way of a private placement, subject to usual market conditions. The debenture is redeemable at the
Corporation’s option at any time, in whole or in part, prior to maturity, at 100% of the principal amount plus a make-whole premium.
(5)
The deferred credit represents the amount that was deferred for hedge accounting purpose as at August 31, 2007 under cross-currency swaps
entered into by the Company’s subsidiary, Cogeco Cable Inc., to hedge Senior Secured Notes Series A denominated in U.S. dollars. In
accordance with the standards on financial instruments, the Company’s subsidiary’s cross-currency swaps are now presented as derivative
financial instrument liabilities (see note 1).
- 44 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
11. Capital Stock
Authorized, an unlimited number
Preferred shares of first and second rank, could be issued in series and non-voting, except when specified in the
Articles of Incorporation of the Company or in the Law.
Multiple voting shares, 20 votes per share.
Subordinate voting share, 1 vote per share.
May 31, 2008 August 31, 2007
$ $
(unaudited) (audited)
Issued
1,842,860 multiple voting shares 12 12
14,851,586 subordinate voting shares (14,829,792 as at August 31, 2007) 119,393 119,066
119,405 119,078
During the period, subordinate voting share transactions were as follows:
Nine months ended
Twelve months ended
May 31, 2008 August 31, 2007
Number of
shares
Amount
Number of
shares
Amount
$ $
(unaudited) (unaudited) (audited) (audited)
Balance at beginning 14,829,792 119,066 14,702,556 117,540
Shares issued for cash under the Employee Stock Purchase Plan and
the Stock Option Plan
21,794
327
120,196
1,526
Conversion of multiple voting shares into subordinate voting shares – – 7,040 –
Balance at end 14,851,586 119,393 14,829,792 119,066
- 45 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
11. Capital Stock (continued)
Stock-based plans
The Company offers, for the benefit of its employees and those of its subsidiaries, an Employee Stock Purchase Plan
and a Stock Option Plan for certain executives, which are described in the Company’s annual consolidated financial
statements. During the first nine months, no stock options were granted to employees by COGECO Inc. However,
the Company’s subsi diary, Cogeco Cable Inc., granted 113,084 stock options (201,587 in 200 7) with an exercise price
of $41.45 to $49.82 ($26.63 to $44.54 in 2007), of which 22,683 stock options (57,247 in 2007) were granted to
COGECO Inc.’s employees. In 2007, the Company’s subsidiary also granted 376,000 conditional stock options with
an exercise price of $26.63, of which 262,400 stock options were granted to COGECO Inc.’s employees. These
conditional options vest over a period of three years beginning one year after the day such options were granted and
are exercisable over ten years. The vesting of these options is conditional to the achievement of certain yearly
financial objectives by the Portuguese subsidiary, Cabovisão — Televisão por Cabo, S.A., over a period of three
years. The Company records compensation expense for options granted on or after September 1, 2003. As a result,
a compensation expense of $595,000 and $1,502,000 ($538,000 and $1,439,000 in 2007) was recorded for the three
and nine-month periods e nded May 31, 2008.
The fair value of stock options granted by the Company’s subsidiary, Cogeco Cable Inc., for the nine-month period
ended May 31, 2008 was $12.59 ($7.39 in 2007) per option. The fair value was estimated at the grant date for
purposes of determining the stock-based compensation expense using the binomial option pricing model based on
the following assumptions:
2008 2007
% %
(unaudited) (audited)
Expected dividend yield
0.90 1.27
Expected volatility
27 32
Risk-free interest rate
4.25 4.05
Expected life in years
4.0 4.0
As at May 31, 2008, the Company had outstanding stock options providing for the subscription of 169,758 subordinate
voting shares. These stock options can be exercised at various prices ranging from $14.00 to $37.50 and at various
dates up to October 19, 2011.
The Company and its subsidiary, Cogeco Cable Inc., also had Performance Unit Plans for key employees which
were terminated in June 2007. A compensation expense of $2,325,000 and $4,589,000 was recorded for the three
and nine-month periods e nded May 31, 2007 related to these plans.
Effective October 13, 2006, the Company established a senior executives and designated employee incentive unit
plan (the “Incentive Share Unit Plan”) which is described in the Company’s annual consolidated financial statements.
During the first nine months, the Company granted 12,852 Incentive Share Units (25,556 in 2007). These shares
were purchased for a cash consideration of $468,000 ($1,054,000 in 2007) and are held in trust for participants until
they are completely vested. The trust, considered as a variable interest entity, is consolidated in the Company’s
financial statements with the value of the acqui red shares presented as treasury shares in reduction of capital stock. A
compensation expense of $95,000 and $258,000 ($128,000 in 2007) was recorded for the three and nine-month
periods ended May 31, 2008 rel ated to this plan.
In April 2007, the Company and its subsidiary, Cogeco Cable Inc., established deferred share unit plans (“DSU
Plans”) which are described in the Company’s annual consolidated financial statements. During the first nine months,
5,891 and 3,559 deferred share units were awarded to the participants in connection with the DSU Plans by the
Company and its subsidiary, respectively. A compensation expense of $332,000 was recorded for the three and nine
month periods ended May 31, 2008 related to these plans.
- 46 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
12. Accumulated Other Comprehen sive Income (Loss)
Translation of net
investments in self-
sustaining foreign
subsidiaries
Cash flow hedges
Total
$ $ $
(unaudited) (unaudited) (unaudited)
Balance as at August 31, 2007 (1,009) – (1,009)
Cumulative effect of changes in accounting policy (note 1)
(724) (724)
Other comprehensive income 5,225 368 5,593
Balance as at May 31, 2008 4,216 (356) 3,860
13. Statements of Cash Flow
a) Changes in non-cash operating items
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited)
(unaudited) (unaudited)
(unaudited)
Accounts receivable (1,869) 3,292 (6,148) (4,973)
Income taxes receivable 199 1,452 1,406 (2,703)
Prepaid expenses 1,222 (2,348) 2,418 (1,980)
Accounts payable and ac c rued liabilities 11,371 (27,553) (20,995) (96,142)
Income tax liabilities 5,643 (609) 13,833 759
Deferred and prepaid income 259 573 (894) 3,034
16,825 (25,193) (10,380) (102,005)
b) Other information
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited)
(unaudited) (unaudited)
(unaudited)
Fixed asset acquisitions through capital leases 971 561 2,417 2,793
Financial expense paid 20,319 25,621 53,063 70,207
Income taxes paid (recei ve d) (245) (610) 2,895 7,590
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COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
14. Employee Future Benefits
The Company and its Canadian subsidiaries offer their employees contributory defined benefit pension plans, a
defined contribution pension plan or collective registered retirement savings plans, which are described in the
Company’s annual con solidated financial statements. The total expenses related to these plans are as follows:
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited)
(unaudited) (unaudited) (unaudited)
Contributory defined benefit pension plans 657 607 1,973 1,821
Defined contribution pension plan and collective registered
retirement savings plans
861
554
2,283
1,619
1,518 1,161 4,256 3,440
15. Discontinued Operations
In October 2007, the Board of Directors of TQS, an indirect subsidiary of the Company, engaged CIBC World Markets
to advise on and assess strategic options for the TQS network in the face of financial difficulties. TQS’ position in the
Quebec Francophone over-the-air television market deteriorated markedly in spite of the measures and investments
initiated by the Company over the last several months. The gradual loss of advertising revenue to specialty TV
networks and content accessible over the Internet, combined with increased production costs, the Canadian Radio-
television and Telecommunications Commission’s (“CRTC”) refusal to grant general interest television networks the
same ability to charge subscriber fees for signal distribution as the speciality television networks, the programming
strategy of Société Radio-Canada (“SRC”), which acts like a commercial player rather than a publicly-owned
television broadcaster and SRC’s notice of disaffiliation in Saguenay, Sherbrooke and Trois-Rivières after a 50-year
partnership all contributed to this decision. After considering CIBC World Markets’ report, the Board of Directors of
TQS concluded that it was in the best interest of TQS, its employees and creditors to request court protection. On
December 18, 2007, the Québec Superior Court issued an order under the Companies’ Creditors Arrangement Act
(Canada) protecting TQS Inc., its subsidiaries and its parent 3947424 Canada Inc. (“the TQS Group”) from claims by
their creditors for an initial suspension period ending on January 17, 2008, which period was afterwards renewed.
Under the order, RSM Richter Inc. has been appointed as monitor, with a mandate to support the applicants, under
Court supervision, in preparing a creditors arrangement plan. On March 10, 2008, the Québec Superior Court agreed
with TQS Inc.’s Board of Director decision to accept the offer made by Remstar Corporation Inc. to acquire all shares
held by Cogeco Radio-Television Inc. and CTV Television Inc., the two shareholders of TQS. On May 22, 2008, the
plan of arrangement proposed by Remstar Corporation Inc. was approved by the creditors of the TQS Group and
subsequently approved by the Superior Court of Québec on June 4, 2008. Certain employees of TQS Inc. and their
union filed a motion for leave to appeal the order of the Superior Court of Québec approving the plan on June 19,
2008. On June 26, 2008, the CRTC approved the proposed transfer of ownership and control of TQS Inc. to Remstar
Corporation Inc.
Effective December 18, 2007, the Company has ceased to consolidate the financial statements of the TQS Group.
Accordingly, the investment in the TQS Group as at August 31, 2007, as well as its results of operations and its cash
flow for the period of September 1, 2007 to December 18, 2007 and for the three and nine-month periods ended May
31, 2007, have been recla s sified as a discontinued operation.
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COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
15. Discontinued Operations (continued)
The Company has no investment in the TQS Group as at May 31, 2008. The assets and liabilities related to the
discontinued operations a s at August 31, 2007, were as follows:
$
(unaudited)
Accounts receivable 23,611
Prepaid expenses
442
Broadcasting rights
14,647
Current assets
38,700
Broadcasting rights
17,456
Fixed assets
21,653
Broadcasting licenses
3,000
Non-current assets
42,109
Bank indebtedness
8,173
Accounts payable and ac c rued liabilities
28,893
Broadcasting rights payable
8,531
Income tax liabilities
141
Deferred and prepaid income
42
Current portion of long-term debt
251
Current liabilities
46,031
Share in the partner’s deficiency of a general partnership
518
Broadcasting rights payable
4,408
Pension plan liabilities
1,444
Non-controlling interest
11,219
Long-term liabilities
17,589
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COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
15. Discontinued Operations (continued)
The results of the discontinued op erations were as follows:
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited)
(unaudited) (unaudited) (unaudited)
Revenue 28,329 38,499 84,901
Operating costs 28,625 35,822 88,010
Operating income (loss) before amor tiz atio n (296) 2,677 (3,109)
Amortization 1,110 1,364 3,288
Operating income (loss) (1,406) 1,313 (6,397)
Financial expense 248 291 659
Impairment of assets 30,298
Loss before income taxes and the following items (1,654) (29,276) (7,056)
Income taxes 1,624 (101)
Non-controlling interest (1,311) (11,219) (2,780)
Shares in the earnings of a general partnership (1) (5)
Loss from discontinued operations (1,966) (18,057) (4,170)
The cash flow of the discontinued operations were as follows:
Three months ended May 31, Nine months ended May 31,
2008 2007 2008 2007
$ $ $ $
(unaudited)
(unaudited) (unaudited) (unaudited)
Cash flow from operating activities (187) (3,973) (8,054)
Cash flow from investing activities (567) (133) (1,255)
Cash flow from financing activities 754 4,106 9,309
Cash flow from discontinued operations
- 50 -
COGECO INC.
Notes to Consolidated Financial Statements
May 31, 2008
(unaudited)
(amounts in tables are in thousands of dollars, except number of shares and per share data)
16. Contingent liability
The Canadian Radio-television Telecommunications Commission (“CRTC”) collects two different types of fees from
broadcast licensees. These are known as Part I and Part II fees. In 2003 and 2004, lawsuits were commenced in the
Federal Court, alleging that the Part II licence fees are taxes rather than fees and that the regulations authorizing
them are unlawful. On December 14, 2006, the Federal Court ruled that the CRTC did not have the jurisdiction to
charge Part II fees. The Court ruled that licensees were not entitled to a refund of past fees paid. Both the Crown and
the applicants have appealed this case to the Federal Court of Appeal. The applicants are seeking an order requiring
a refund of past fees paid. The Crown is seeking to reverse the finding that Part II fees are unlawful. On October 1st,
2007, the CRTC sent a letter to all broadcast licensees, including the Company’s subsidiaries Cogeco Cable Inc and
Cogeco Radio-Television Inc. The letter stated that the CRTC will not collect Part II license fees due on November
30, 2007 and subsequent years unless the Federal Court of appeal or the Supreme Court of Canada (should the
case be appealed to that level) reverses the Federal Court's decision. The Appeal hearing was held on December
4th and 5th, 2007 in Ottawa and a decision was rendered on April 28, 2008 in favour of the Crown, to the effect that
the fees are valid regulatory charges. On June 26 and 27, 2008, the Plaintiffs filed applications for leave to appeal to
the Supreme Court of Canada. The Defendant must respond to these applications within 60 days. The Company’s
subsidia ries have accrued th e full amount with re spect to these fees for fiscal year 2007 and the first nine months of
fiscal 2008.
17. Subsequent events
Acquisition of FibreWired Burlington Hydro Communications
On May 1, 2008, the Company’s subsidiary, Cogeco Cable Inc., announced the acquisition of all the assets of
FibreWired Burlington Hydro Communications, Burlington Hydro Electric's telecommunications division (City of
Burlington’s energy company) for a total purchase price of $12.5 million. FibreWired Burlington Hydro
Communications operates a broadband network equipped with next generation ATM and Ethernet technology. This
enables FibreWired Burlington Hydro Communications to provide organizations in Burlington with the broadband
capacity required for data networking, high-speed Internet access, e-business applications, video conferencing and
other advanced communications. The Company’s subsidiary, which also offers broadband services to organizations in
Burlington, will use this network to expand its service offering in the area. FibreWired Burlington Hydro
Communications customers will also benefit from the Company’s subsidiary’s suite of business products and gain
access to the Corporation’s extensive fibre network spanning Ontario and Quebec. The acquisition was completed on
June 30, 2008.
Acquisition of Toronto Hydro Telecom Inc.
On June 13, 2008 the Company’s subsidiary, Cogeco Cable Inc., announced the acquisition of all of the shares of
Toronto Hydro Telecom Inc. (“THTI”), the telecommunications subsidiary of Toronto Hydro Corporation (City of
Toronto’s energy company) for a total purchase price of $200 million, subject to certain conditions, including
regulatory approval by the Commissioner of Competition. In addition, the Corporation will assume a working capital
deficiency and liabilities of approximately $4 million.
THTI offers data communications and other telecommunications
services such as Ethernet, private line, Voice-over-Internet protocol (“VoIP”), high-speed Internet access, dark fibre,
data storage, data security and co-location to a wide range of business customers and organizations throughout the
Greater Toronto Area (“GTA”). This agreement will allow the Company’s subsidiary to further the development of its
business telecommunications activities.
18. Comparative figures
Certain comparative figures have been reclassified to conform to the current year’s presentation. Financial information
for previous periods has been restated to reflect the termination of our investment in the TQS Group, which is no
longer consolidated since December 18, 2007 (see note 15).