PRESS RELEASE
For immediate release
COGECO Inc. reports First Quarter 2014 financial results
• Profit for the period increased by 20.7% from the same period last year, to reach $56.8 million;
• Quarterly dividend of $0.22 per share, an increase of 15.8% compared to the same period last year.
Montréal, January 13, 2014 – Today, COGECO Inc. (TSX: CGO) (“COGECO” or the “Corporation”) announced its financial
results for the first quarter of fiscal 2014, ended November 30, 2013, in accordance with International Financial Reporting Standards
(“IFRS”).
For the first quarter of fiscal 2014:
• Revenue increased by 41.0% to reach $517.0 million compared to the same period of the prior year;
• Operating income before depreciation and amortization
(1)
increased by 42.8% compared to the first quarter of fiscal
2013, reaching $224.0 million. The rapid progression for the period is mainly attributable to the acquisitions of Atlantic
Broadband and Peer 1 Network Enterprises, Inc. ("PEER 1") ("the recent acquisitions"), which occurred at the end of
the first quarter and during the second quarter of fiscal 2013, respectively, as well as the improvement from all our
operating units;
• In the first quarter, profit for the period amounted to $56.8 million of which $23.1 million, or $1.38 per share is attributable
to owners of the Corporation. In fiscal 2013, profit for the period amounted to $47.1 million of which $18.5 million, or
$1.11 per share was attributable to owners of the Corporation. Profit progression for the quarter is mostly attributable
to the improvement in operating income before depreciation and amortization stemming from the Cable segment
organic growth and the recent acquisitions, partly offset by additional depreciation and amortization and financial
expense related to these acquisitions;
• Free cash flow
(1)
reached $72.6 million for the quarter compared to $18.3 million in the comparable quarter of the prior
year. The increase for the period is attributable to the improvement of operating income before depreciation and
amortization explained above as well as the decrease in integration, restructuring and acquisition costs, partly offset
by the increase in financial expense as a result of higher indebtedness;
• A quarterly dividend of $0.22 per share was paid to the holders of subordinate and multiple voting shares, an increase
of $0.03 per share, or 15.8%, compared to a dividend of $0.19 per share paid in the first quarter of fiscal 2013;
• On November 22, 2013, Cogeco Cable amended and restated its $800 million Term Revolving Facility with a syndicate
of lenders. This Term Revolving Facility also replaced Cogeco Cable’s Secured Credit Facilities coming to maturity on
January 27, 2017 which was fully repaid on November 22, 2013. The Term Revolving Facility was extended and will
mature on January 22, 2019 and can be extended annually; and
• On December 20, 2013, the Corporation amended its Term Revolving Facility. Under the terms of the amendment, the
maturity was extended by an additional year until February 1, 2018. In addition, the amendment reduced the margin
for the calculation of the interest rate and reduced restrictions on some covenants including financial ratios.
(1) The indicated terms do not have standard definitions prescribed by IFRS and therefore, may not be comparable to similar measures presented by other
companies. For more details, please consult the "Non-IFRS financial measures" section of the Management's discussion and analysis.
“I am happy to report that COGECO achieved solid financial results for its first quarter of 2014,” declared Louis Audet, President
and Chief Executive Officer of COGECO Inc.“
“Improved free cash flow, stemming from improved profitability and sound cost management puts our cable segment well on its
way to reducing its leverage. Our media activities, both on the radio and transit display advertising, continue to improve,” added
Louis Audet.
“Our overall performance instills confidence in our ability to continue to deliver solid results,” concluded Louis Audet.
ABOUT COGECO
COGECO is a diversified holding corporation. Through its Cogeco Cable subsidiary, COGECO provides to its residential and business customers
Analogue and Digital Television, High Speed Internet and Telephony services. Cogeco Cable operates in Canada through its subsidiary Cogeco
Cable Canada in Quebec and Ontario, and in the United States through its subsidiary Atlantic Broadband in Western Pennsylvania, South Florida,
Maryland/Delaware and South Carolina. Through its subsidiary Cogeco Enterprise Services, the holding company of Cogeco Data Services and
Peer 1 Network Enterprises, Cogeco Cable provides to its commercial customers, a suite of IT hosting, information and communications technology
services (data centre, colocation, managed hosting, cloud infrastructure and connectivity), with 20 data centres, extensive fibre networks in
Montreal and Toronto as well as points-of-presence in North America and Europe. Through its subsidiary Cogeco Diffusion, COGECO owns and
operates 13 radio stations across most of Québec with complementary radio formats serving a wide range of audiences as well as Cogeco News,
its news agency. Through its subsidiary Métromédia, COGECO operates an advertising representation house specialized in the public transit
sector that holds exclusive advertising rights in the Province of Québec where it also represents its business partners active across other Canadian
markets. 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). For more information about COGECO and its subsidiaries visit www.cogeco.ca,
cogecodiffusion.com and cogecometromedia.com.
- 30 -
Source: COGECO Inc.
Pierre Gagné
Senior Vice President and Chief Financial Officer
Tel.: 514-764-4700
Information: Media
René Guimond
Vice-President, Public Affairs and Communications
Tel.: 514-764-4700
Analyst Conference Call: Tuesday, January 14, 2014 at 9:30 a.m. (Eastern Standard Time)
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/United States Access Number: 1 866-321-6651
International Access Number: + 1 416-642-5212
Confirmation Code: 8812199
By Internet at www.cogeco.ca/investors
A rebroadcast of the conference call will be available until April 25, 2014, by dialing:
Canada and United States access number: 1 888-203-1112
International access number: + 1 647-436-0148
Confirmation code: 8812199
COGECO INC. Q1 2014 2
FINANCIAL HIGHLIGHTS
Quarters ended November 30,
(in thousands of dollars, except percentages and per share data)
2013 2012
(2)
Change
$ $ %
Operations
Revenue
516,971 366,608
41.0
Operating income before depreciation and amortization
(1)
224,040 156,884
42.8
Operating income
106,698 83,581
27.7
Profit for the period 56,839
47,106
20.7
Profit for the period attributable to owners of the Corporation 23,055
18,530
24.4
Cash Flow
Cash flow from operating activities 60,235
(6,005
)
—
Cash flow from operations
(1)
159,222 101,501
56.9
Acquisitions of property, plant and equipment, intangible and other assets 86,580
83,155 4.1
Free cash flow
(1)
72,642
18,346 —
Financial Condition
(3)
Property, plant and equipment 1,863,364 1,874,866
(0.6
)
Total assets 5,451,881 5,452,513
—
Indebtedness
(4)
3,102,202 3,054,275
1.6
Equity attributable to owners of the Corporation
477,136 457,273 4.3
Per Share Data
(5)
Earnings per share attributable to owners of the Corporation
Basic 1.38 1.11 24.3
Diluted 1.37 1.10 24.5
(1) The indicated terms do not have standardized definitions prescribed by International Financial Reporting Standards (“IFRS”) and therefore, may not be
comparable to similar measures presented by other companies. For more details, please consult the “Non-IFRS financial measures” section of the
Management’s discussion and analysis (“MD&A”).
(2) Comparative figures have been adjusted to comply with the adoption of IAS 19 - Employee Benefits. For further details, please refer to Note 2 of the condensed
interim consolidated financial statements.
(3) At November 30, 2013 and August 31, 2013.
(4) Indebtedness is defined as the total of bank indebtedness, principal on long-term debt, balance due on a business combination and obligations under derivative
financial instruments.
(5) Per multiple and subordinate voting share.
MANAGEMENT’S DISCUSSION AND ANALYSIS ("MD&A")
Three-month period ended November 30, 2013
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 4
FORWARD-LOOKING STATEMENTS
Certain statements in this Management’s Discussion and Analysis (“MD&A”) may constitute forward-looking information within the meaning of
securities laws. Forward-looking information may relate to COGECO’s future outlook and anticipated events, business, operations, financial
performance, financial condition or 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 the Corporation’s future operating results and economic performance and its
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 COGECO believes are reasonable as of the current
date. While management considers these assumptions to be reasonable based on information currently available to the Corporation, they may
prove to be incorrect. The Corporation cautions the reader that the economic downturn experienced over the past few years makes forward-
looking information and the underlying assumptions subject to greater uncertainty and that, consequently, they may not materialize, or the results
may significantly differ from the Corporation’s expectations. It is impossible for COGECO to predict with certainty the impact that the current
economic uncertainties may have on future results. Forward-looking information is also subject to certain factors, including risks and uncertainties
(described in the “Uncertainties and main risk factors” section of section of the Corporation’s 2013 annual MD&A) that could cause actual results
to differ materially from what COGECO currently expects. These factors include namely risks pertaining to markets and competition, technology,
regulatory developments, operating costs, information systems, disasters or other contingencies, financial risks related to capital requirements,
human resources, controlling shareholder and holding structure, many of which are beyond the Corporation’s control. Therefore, future events
and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking
information and should not rely upon this information as of any other date. While management may elect to, the Corporation is under no obligation
and does not undertake to update or alter this information at any particular time, except as may be required by law.
All amounts are stated in Canadian dollars unless otherwise indicated. This report should be read in conjunction with the Corporation’s condensed
interim consolidated financial statements and the notes thereto for the three-month period ended November 30, 2013, prepared in accordance
with the International Financial Reporting Standards (“IFRS”) and the MD&A included in the Corporation’s 2013 Annual Report.
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 5
CORPORATE OBJECTIVES AND STRATEGIES
COGECO's objectives are to provide outstanding service to its customers and maximize shareholder value by increasing profitability and ensuring
continued revenue growth. The strategies employed to reach these objectives, supported by tight controls over costs and business processes,
are specific to each segment. The main strategies used to reach COGECO's objectives in the Cable segment focus on expanding its service
offering, enhancing its existing services and bundles, improving customer experience and business processes as well as keeping a sound capital
management and a strict control over spending. The radio activities focus on continuous improvement of its programming in order to increase its
market share and thereby its profitability. The Corporation measures its performance, with regard to these objectives by monitoring operating
income before depreciation and amortization
(1)
and free cash flow
(1)
.
KEY PERFORMANCE INDICATORS
OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION
First-quarter operating income before depreciation and amortization increased by 42.8% compared to the same period of fiscal 2013 to reach
$224.0 million. The improvement in operating income before depreciation and amortization is mainly from the Cable segment and attributable
to the acquisition of Atlantic Broadband and Peer 1 Network Enterprises, Inc. ("PEER 1") (the "recent acquisitions") which occurred at the end of
the first quarter and in the second quarter of fiscal 2013, respectively, as well as to the financial results improvement from organic growth.
FREE CASH FLOW
For the three-month period ended November 30, 2013, COGECO reports free cash flow of $72.6 million, compared to $18.3 million for the first
three months of the previous fiscal year, representing an increase of $54.3 million. This increase is mostly attributable to the improvement of
operating income before depreciation and amortization explained above as well as the decrease in integration, restructuring and acquisition costs,
partly offset by the increase in financial expense as a result of higher indebtedness.
BUSINESS DEVELOPMENTS AND OTHER
BBM Canada's fall 2013 survey in the Montréal region, conducted with the Portable People Meter (“PPM”), reported that 98.5 FM is the leading
radio station in the Montreal French market amongst all listeners and men two years old and over (“2+”), while Rythme FM has maintained its
leadership position in the female 2+ segment among the musical stations. Regarding the Montreal English market, The Beat is the leading radio
station in the female 35-64 segment. In the other Quebec regions, our radio stations registered good ratings.
On December 20, 2013, the Corporation amended its Term Revolving Facility. Under the terms of the amendment, the maturity was extended by
an additional year until February 1, 2018. In addition, the amendment reduced the margin for the calculation of the interest rate and reduced
restrictions on some covenants including financial ratios.
OPERATING AND FINANCIAL RESULTS
OPERATING RESULTS
Quarters ended November 30, 2013 2012
(1)
Change
(in thousands of dollars, except percentages) $ $ %
Revenue 516,971
366,608
41.0
Operating expenses 292,931
209,724
39.7
Operating income before depreciation and amortization 224,040
156,884
42.8
(1) Comparative figures have been adjusted to comply with the adoption of IAS 19 - Employee Benefits. For further details, please refer to Note 2 of the condensed
interim consolidated financial statements.
REVENUE
Fiscal 2014 first-quarter revenue increased by $150.4 million, or 41.0%, to reach $517.0 million, compared to the same period last year, mainly
due to the Cable segment as explained below as well as the organic growth generated by all of our business units.
In the Cable segment, fiscal 2014 first-quarter revenue increased by $147.1 million, or 44.9%, to reach $475.0 million compared to the same
period last year. Revenue increase is mainly attributable to the operating results of the recent acquisitions. For further details on the Cable
segment's revenue, please refer to the "Cable segment" section.
(1) The indicated terms do not have standardized definitions prescribed by IFRS and therefore, may not be comparable to similar measures presented by other
companies. For more details, please consult the "Non-IFRS financial measures" section.
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 6
OPERATING EXPENSES
For the first quarter of fiscal 2014, operating expenses increased by $83.2 million, to reach $292.9 million, an increase of 39.7% compared to
the prior year, mainly attributable to the Cable segment.
Operating expense in the Cable segment increased by $79.8 million, to reach $253.9 million, an increase of 45.8% compared to the prior year.
These additional operating expenses are mostly attributable to the recent acquisitions, partly offset by cost reduction initiatives and the restructuring
activities occurred in the fourth quarter of fiscal 2013 in Canada.
OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION
Fiscal 2014 first-quarter operating income before depreciation and amortization increased by $67.2 million, or 42.8%, to reach $224.0 million, of
which the Cable segment contributed $211.5 million to the consolidated operating income before depreciation and amortization. For further details
on Cogeco Cable's operating results, please refer to the "Cable segment" section.
FIXED CHARGES
Quarters ended November 30 2013 2012
(1)
Change
(in thousands of dollars, except percentages) $ $ %
Depreciation and amortization 117,094 66,041 77.3
Financial expense 34,022 17,303 96.6
(1) Comparative figures have been adjusted to comply with the adoption of IAS 19 - Employee Benefits. For further details, please refer to Note 2 of the condensed
interim consolidated financial statements.
For the first quarter of fiscal 2014, depreciation and amortization expense increased by $51.1 million, to reach $117.1 million, an increase of
77.3% compared to prior year. The increase is attributable to the Cable segment and resulted from the recent acquisitions, which occurred at the
end of the first quarter and in the second quarter of fiscal 2013 and consequently, no depreciation and amortization expense related to these
acquisitions are included in the fiscal 2013 first-quarter.
Fiscal 2014 first-quarter financial expense increased by $16.7 million, or 96.6%, at $34.0 million compared to $17.3 million as a result of the
recent acquisitions financing costs.
INCOME TAXES
Fiscal 2014 first-quarter income tax expense amounted to $15.8 million, compared to $19.2 million in the prior year. The decrease is mostly
attributable to the increase in fixed charges as well as the favorable impact of the tax structure from the recent acquisitions in the Cable segment,
partly offset by the improvement in operating income before depreciation and amortization.
PROFIT FOR THE PERIOD
For the three-month period ended November 30, 2013, profit for the period amounted to $56.8 million of which $23.1 million, or $1.38 per share,
is attributable to owners of the Corporation. For the comparable period of fiscal 2013, profit for the period amounted to $47.1 million of which
$18.5 million, or $1.11 per share, was attributable to owners of the Corporation. Profit progression for the quarter is mostly attributable to the
Cable segment and due to an increase in operating income before depreciation and amortization generated by the recent acquisitions, partly
offset by the fixed charges explained above.
The non-controlling interest represents a participation of approximately 67.9% in Cogeco Cable's results. For fiscal 2014 first-quarter, the profit
for the period attributable to non-controlling interest amounted to $33.8 million compared to $28.6 million in fiscal 2013.
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 7
CASH FLOW ANALYSIS
Quarters ended November 30, 2013 2012
(1)
(in thousands of dollars) $ $
Operating activities
Cash flow from operations
159,222 101,501
Changes in non-cash operating activities (95,965) (87,508)
Amortization of deferred transaction costs and discounts on long-term debt
(1,878
)
(856
)
Income taxes paid (19,164) (44,248)
Current income tax expense 28,166 26,112
Financial expense paid (44,168) (18,309)
Financial expense 34,022 17,303
60,235
(6,005
)
Investing activities (86,151) (1,437,212)
Financing activities
8,455
1,236,972
Effect of exchange rate changes on cash and cash equivalents denominated in foreign currencies 199 —
Net change in cash and cash equivalents (17,262) (206,245)
Cash and cash equivalents, beginning of period 43,793
215,523
Cash and cash equivalents, end of period 26,531
9,278
(1) Comparative figures have been adjusted to comply with the adoption of IAS 19 - Employee Benefits. For further details, please refer to Note 2 of the condensed
interim consolidated financial statements.
OPERATING ACTIVITIES
Fiscal 2014 first-quarter cash flow from operations reached $159.2 million compared to $101.5 million for the same period last year, an increase
of $57.7 million. This increase resulted from the improvement in operating income before depreciation and amortization as well as the decrease
in integration, restructuring and acquisition costs, partly offset by the increase in financial expense as a result of higher indebtedness level from
the recent acquisitions.
INVESTING ACTIVITIES
BUSINESS COMBINATION IN FISCAL 2013
On November 30, 2012, Cogeco Cable completed the acquisition of all the outstanding shares of Atlantic Broadband, an independent cable
system operator formed in 2003, providing Analogue and Digital Television, as well as HSI and Telephony services to residential and small and
medium business customers.
During the first quarter of fiscal 2014, Cogeco Cable finalized the purchase price allocation of Atlantic Broadband which remains unchanged since
the last adjustments made in the fourth quarter of fiscal 2013. Therefore, the final purchase price allocation is as follows:
Final
(in thousands of dollars) $
Consideration
Paid
Purchase of shares
337,779
Working capital adjustments
5,415
Repayment of secured debt 1,021,854
1,365,048
Net assets acquired
Cash and cash equivalents
5,480
Trade and other receivables 12,012
Prepaid expenses and other
1,370
Income tax receivable
3,907
Property, plant and equipment
302,211
Intangible assets
711,418
Goodwill
522,215
Deferred tax assets 98,592
Trade and other payables assumed (27,620)
Provisions
(721
)
Deferred and prepaid revenue and other liabilities assumed
(7,697
)
Deferred tax liabilities (256,119)
1,365,048
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 8
ACQUISITIONS OF PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE AND OTHER ASSETS
Fiscal 2014 first-quarter acquisitions of property, plant and equipment amounted to $82.5 million, an increase of 5.0% compared to $78.5 million
in the first quarter of the prior year, mainly as a result of the following factors in the Cable segment:
• An increase due to the recent acquisition of PEER 1 and by the expansion of data centre facilities in Toronto, Canada and in Portsmouth,
England as well as the fiber expansion in the Toronto area in order to fulfill orders from new customer demand;
• An increase in customer premise equipment mainly due to the continuing migration of analogue packages to digital technology in the
American cable services segment;
• A decrease in scalable infrastructure due to the deployment in fiscal 2012 and early fiscal 2013 of advanced technologies such as
DOCSIS 3.0 and Switched Digital Video in existing areas served; and
• Some capital expenditures decreases due to the timing of certain initiatives;
For the three-month period ended November 30, 2013, the acquisition of intangible and other assets amounted to $4.1 million compared to $4.6
million for the same period last year.
FREE CASH FLOW AND FINANCING ACTIVITIES
In the first quarter, free cash flow amounted to $72.6 million, $54.3 million higher than in the comparable period of fiscal 2013. Free cash flow
increase stemmed mostly from the Cable segment and due to the improvement in operating income before depreciation and amortization and a
decrease in integration, restructuring and acquisition costs, partly offset by an increase in the financial expense as a result of higher indebtedness
level from the recent acquisitions.
In the first quarter of fiscal 2014, higher Indebtedness level provided for a cash increase of $28.7 million, essentially due to the increase of the
Term Revolving Facility of $29.4 million.
In the first quarter of fiscal 2013, higher Indebtedness level provided for a cash increase of $1.253 billion, mainly due to the draw-down of the
Term Revolving Facility of $584.2 million (US$588 million) and the new Term Loan Facilities of $637.4 million (US$660 million for net proceeds
of US$641.5 million, net of transaction costs of US$18.5 million) to finance the acquisition of Atlantic Broadband in the Cable segment.
During the first quarter of fiscal 2014, a quarterly dividend of $0.22 per share was paid to the holders of subordinate and multiple voting shares,
totaling $3.7 million, compared to a quarterly dividend of $0.19 per share, or $3.2 million the year before. In addition, dividends paid by a subsidiary
to non-controlling interests in the first quarter of 2014 amounted to $9.9 million compared to $8.6 million in the first quarter of the prior year. The
consolidated dividend payments amounted to $13.6 million in the first quarter of fiscal 2014 compared to $11.8 million for the prior year.
At November 30, 2013, the Corporation had a working capital deficiency of $144.1 million compared to $223.8 million at August 31, 2013. The
decrease of $79.7 million in the deficiency is mainly due to the decrease of $99.2 million in trade and other payables, partly offset by an increase
of $9.0 million in income tax liabilities. As part of the usual conduct of its business, COGECO maintains a working capital deficiency due to a low
level of accounts receivable as a large portion of Cogeco Cable’s customers pay before their services are rendered, unlike trade and other
payables, which are paid after products are delivered or services are rendered, thus enabling the Corporation to use cash and cash equivalents
to reduce Indebtedness.
At November 30, 2013, the Corporation had used $71.2 million of its $100 million Term Revolving Facility for a remaining availability of $28.8
million and Cogeco Cable had used $608.6 million of its $800 million amended and restated Term Revolving Facility for a remaining availability
of $191.4 million. In addition, two subsidiaries of Cogeco Cable also benefit from a Revolving Facility of $106.2 million (US$100 million) related
to the acquisition of Atlantic Broadband, of which $21.8 million (US$20.6 million) was used at November 30, 2013 for a remaining availability of
$84.4 million (US$79.4 million).
FINANCIAL POSITION
Since August 31, 2013, the following balances have changed significantly: “cash and cash equivalents”, “property, plant and equipment”, “goodwill”,
“trade and other payables”, "income tax liabilities" and “long-term debt”.
The decrease of $17.3 million in cash and cash equivalents and the increase of $46.9 million in long-term debt are due to the factors previously
discussed in the “Cash flow analysis” section and to the appreciation of US dollar and British Pound currency compared to Canadian dollar. The
$11.5 million decrease in property, plant and equipment reflects the excess of depreciation expense over the acquisitions discussed in the “Cash
flow analysis” section, partly offset by the impact of the appreciation of the US dollar and British Pound currency compared to Canadian dollar.
Goodwill increased by $11.1 million due to the appreciation of the US dollar and the British Pound against the Canadian dollar in the first quarter
of fiscal 2014. The $99.2 million decrease in trade and other payables is related to the timing of payments made to suppliers and the increase in
income tax liabilities of $9.0 million due to the excess of current income tax expense over income tax paid.
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 9
OUTSTANDING SHARE DATA
A description of COGECO’s share data at December 31, 2013 is presented in the table below. Additional details are provided in Note 11 of the
condensed interim consolidated financial statements.
Number of
shares
Amount
(in thousands
of dollars)
Common shares
Multiple voting shares 1,842,860
12
Subordinate voting shares 14,989,338
121,976
FINANCING
In the normal course of business, COGECO has incurred financial obligations, primarily in the form of long-term debt, operating and finance
leases and guarantees. COGECO’s obligations, as discussed in the 2013 Annual Report, have not materially changed since August 31, 2013,
except as mentioned below.
On November 22, 2013, the Corporation's subsidiary, Cogeco Cable, amended and restated its Term Revolving Facility of $800 million with a
syndicate of lenders. The maturity was extended and will mature on January 22, 2019 and the maturity can be extended annually. The amendments
reduced the margin for the calculation of the interest rate and reduced restrictions on some covenants. The amended and restated Term Revolving
Facility also replaced Cogeco Cable’s Secured Credit Facilities coming to maturity on January 27, 2017 which was fully repaid on November 22,
2013. This amended and restated Term Revolving Facility is comprised of two tranches: a first tranche, a Canadian tranche, amounting to $788
million and the second tranche, a UK tranche, amounting to $12 million. The Canadian tranche is available in Canadian dollars, US dollars, Euros
and British Pound and interest rates are based on banker's acceptance, US dollar base rate loans, LIBOR loans in US dollars, Euros or British
Pound, plus the applicable margin. The UK tranche is available in British Pounds and interest rates are based on British Pounds base rate loans
and British Pounds LIBOR loans. The Term Revolving Facility is indirectly secured by first priority fixed and floating charges and a security interest
on substantially all present and future real and personal properties and undertaking of every nature and kind of Cogeco Cable and certain of its
subsidiaries, and provides for certain permitted encumbrances, including purchased money obligations, existing funded obligations and charges
granted by any subsidiary prior to the date when it becomes a subsidiary, subject to a maximum amount. The provisions under this facility provide
for restrictions on the operations and activities of Cogeco Cable. Generally, the most significant restrictions relate to permitted investments and
dividends on multiple and subordinate voting shares, as well as incurrence and maintenance of certain financial ratios primarily linked to operating
income before amortization, financial expense and total indebtedness.
FINANCIAL MANAGEMENT
Cogeco Cable had entered into cross-currency swap agreements to set the liability for interest and principal payments on its US$190 million
Senior Secured Notes Series A maturing on October 1, 2015. These agreements have the effect of converting the U.S. interest coupon rate of
7.00% per annum to an average Canadian dollar interest rate of 7.24% per annum. The exchange rate applicable to the principal portion of the
debt has been fixed at $1.0625 per US dollar. Cogeco Cable elected to apply cash flow hedge accounting on these derivative financial instruments.
During the first quarter of fiscal 2014, amounts due under the US$190 million Senior Secured Notes Series A increased by $1.7 million due to
the US dollar’s appreciation relative to the Canadian dollar. The fair value of cross-currency swaps asset increased by a net amount of $2.0
million, of which an increase of $1.7 million offsets the foreign exchange loss on the debt denominated in US dollars. The difference of $0.3 million
was recorded as an increase of other comprehensive income. During the first quarter of fiscal 2013, amounts due under the US$190 million
Senior Secured Notes Series A increased by $1.5 million due to the US dollar’s appreciation over the Canadian dollar. The fair value of cross-
currency swaps liability decreased by a net amount of $1.1 million, of which $1.5 million offsets the foreign exchange loss on the debt denominated
in US dollars.
In addition, on July 22, 2013, Cogeco Cable had entered into interest rate swap agreements to fix the interest rate on US$200 million of its LIBOR
based loans. These agreements have the effect of converting the floating US LIBOR base rate at an average fixed rate of 0.39625% under the
Term Revolving Facility until July 25, 2015. Cogeco Cable elected to apply hedge accounting on these derivative financial instruments. The fair
value of interest rate swaps asset decreased by a net amount of $0.9 million which was recorded as a decrease of other comprehensive income
at November 30, 2013.
Furthermore, Cogeco Cable’s net investment in foreign subsidiaries is exposed to market risk attributable to fluctuations in foreign currency
exchange rates, primarily changes in the values of the Canadian dollar versus the US dollar and British Pound. This risk was mitigated since the
major part of the purchase prices for Atlantic Broadband and PEER 1 were borrowed directly in US dollars and British Pounds. These debts were
designated as hedges of net investments in foreign operations. At November 30, 2013, the net investment for Atlantic Broadband and for PEER
1 amounted to US$1.1 billion and £70.7 million while long-term debt hedging these net investments amounted to US$853.0 million and £$56.7
million, respectively. The exchange rate used to convert the US dollar currency and British Pound currency into Canadian dollars for the statement
of financial position accounts at November 30, 2013 was $1.0620 per US dollar and $1.7383 per British Pound. The impact of a 10% change in
the exchange rate of the US dollar and British Pound into Canadian dollars would change other comprehensive income by approximately $27.3
million.
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 10
The average rates prevailing during the first quarter of fiscal 2014 used to convert the operating results in the Cable segment were $1.0399 per
US dollar and $1.6670 per British Pound. Cogeco Cable's condensed interim consolidated financial statements are expressed in Canadian dollars,
however a portion of its business is conducted in US dollar and British Pound therefore, exchange rate fluctuations can increase or decrease
Cogeco Cable's operating results.
The following table highlights in Canadian dollars, the impact of a 10% increase in US dollar or British Pound against the Canadian dollar as
the case may be, of Cogeco Cable's operating results for the three-month period ended November 30, 2013:
Cable segment
As reported
Exchange rate
impact
(in thousands of dollars) $ $
Revenue
474,980
12,805
Operating expense
253,949 7,556
Management fees - COGECO Inc.
9,509
—
Operating income before depreciation and amortization 221,031 5,249
Integration, restructuring and acquisition costs 248 6
Depreciation and amortization
115,754 3,751
Operating income 95,520 1,492
The Corporation is also impacted by foreign currency exchange rates, primarily changes in the values of the US dollar relative to the Canadian
dollar with regards to purchases of certain equipment, which are purchased and subsequently paid in US dollars.
DIVIDEND DECLARATION
At its January 13, 2014 meeting, the Board of Directors of COGECO declared a quarterly eligible dividend of $0.22 per share for multiple voting
and subordinate voting shares, payable on February 10, 2014, to shareholders of record on January 27, 2014. The declaration, amount and date
of any future dividend will continue to be considered and approved by the Board of Directors of the Corporation based upon the Corporation’s
financial condition, results of operations, capital requirements and such other factors as the Board of Directors, at its sole discretion, deems
relevant. There is therefore no assurance that dividends will be declared, and if declared, the amount and frequency may vary.
CABLE SEGMENT
CUSTOMER STATISTICS
Net additions (losses) % of penetration
(1)
Consolidated UNITED STATES CANADA Quarters ended November 30, November 30,
November 30, 2013 2013 2012
(2)
2013 2012
(2)
Primary service units ("PSU")
(4)
2,464,932 489,430 1,975,502 (2,725) 15,788
(3)
Television service customers 1,057,859 230,210
827,649
(9,093) (2,076) 48.2 52.1
HSI service customers 848,897 180,640
668,257
10,452 11,553
(3)
38.7 39.4
(3)
Telephony service customers 558,176 78,580
479,596
(4,084) 6,311 25.4 28.9
(1) As a percentage of homes passed.
(2) Net additions (losses) and penetration rates for fiscal 2012 are only for the Canadian cable services segment.
(3) In the fourth quarter of fiscal 2013, High Speed Internet ("HSI") customers have been adjusted upwards retroactively to comply with the industry practices and
consequently, PSU and penetration rate have been also adjusted.
(4) Represents the sum of Television, HSI and Telephony service customers.
On November 30, 2013, PSU reached 2,464,932 of which 1,975,502 come from Canada and 489,430 from the United States. In Canada, PSU
decreased by 4,620 in the quarter compared to an increase of 15,788 PSU for the comparable period of the prior year, mainly as a result of
service category maturity and a much more competitive environment in all services. In the United States, PSU increased by 1,895 for the quarter
stemming primarily from additional HSI services, offset by small losses in Television services. At the consolidated level, fiscal 2014 first-quarter
PSU net losses amounted to 2,725 compared to net additions of 15,788 in the comparable period of the prior year. Fiscal 2014 first-quarter net
losses for Television service customers stood at 9,093 compared to 2,076, HSI service customers grew by 10,452 compared to 11,553 and the
Telephony service net losses stood at 4,084 customers compared to net additions of 6,311 for the comparable period of fiscal 2013. HSI net
additions continue to stem from the enhancement of the product offering and the impact of the bundled offer.
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 11
OPERATING RESULTS
Quarters ended November 30, 2013 2012
(1)(2)
Change
(in thousands of dollars, except percentages) $ $ %
Revenue 474,980 327,911 44.9
Operating expenses 253,949 174,154 45.8
Management fees – COGECO Inc. 9,509 6,581 44.5
Operating income before depreciation and amortization 211,522 147,176 43.7
Operating margin 44.5% 44.9%
(1) Operating results for the period ended November 30, 2012 exclude those of the recent acquisitions.
(2) Comparative figures have been adjusted to comply with the adoption of IAS 19 - Employee Benefits. For further details, please refer to Note 2 of the condensed
interim consolidated financial statements.
REVENUE
Fiscal 2014 first-quarter revenue increased by $147.1 million, or 44.9%, to reach $475.0 million compared to the same period last year. Revenue
increase is mainly attributable to the operating results of the recent acquisitions, the rate increases implemented in June 2013 in Canada as well
as organic growth from data centre, managed IT and connectivity services.
OPERATING EXPENSES AND MANAGEMENT FEES
For the first quarter of fiscal 2014, operating expenses increased by $79.8 million, to reach $253.9 million, an increase of 45.8% compared to
the prior year. These additional operating expenses are mostly attributable to the recent acquisitions, partly offset by cost reduction initiatives
and the restructuring activities occurred in the fourth quarter of fiscal 2013 in the Canadian cable operations.
Management fees paid to COGECO Inc amounted to $9.5 million, 44.5% higher compared to $6.6 million in fiscal 2013 as a result of higher
revenues stemming from the recent acquisitions. For fiscal year 2014, management fees have been set at a maximum of $9.7 million ($9.6 million
in 2013), which is expected to be paid within the first half of the fiscal year.
OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION AND OPERATING
MARGIN
Fiscal 2014 first quarter operating income before depreciation and amortization increased by $64.3 million, or 43.7%, to reach $211.5 million as
a result of the recent acquisitions and the improvement of Cogeco Cable's financial results in all its business units. Cogeco Cable’s first quarter
operating margin decreased to 44.5% from 44.9% in the comparable period of the prior year essentially attributable to lower margin business
activities from the recent acquisition of PEER 1.
CONTROLS AND PROCEDURES
The President and Chief Executive Officer (“CEO”) and the Senior Vice President and Chief Financial Officer (“CFO”), together with Management,
are responsible for establishing and maintaining adequate disclosure controls and procedures and internal controls over financial reporting, as
defined in National Instrument 52-109. COGECO’s internal control framework is based on the criteria published in the report Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
IFRS.
The CEO and CFO, supported by Management, evaluated the design of the Corporation’s disclosure controls and procedures and internal controls
over financial reporting as of November 30, 2013, and have concluded that they are adequate. Furthermore, no significant changes to the internal
controls over financial reporting occurred during the quarter ended November 30, 2013, except as described below with respect to PEER 1, a
subsidiary of Cogeco Cable.
On January 31, 2013 and on April 3, 2013, Cogeco Cable acquired 100% of the issued and outstanding shares of PEER 1. Due to the short
period of time between those acquisition dates and the certification date on January 13, 2014, management was unable to complete its review
of the design of Internal Controls Over Financial Reporting ("ICFR") for this recent acquisition. At November 30, 2013, risks were however mitigated
as management was fully apprised of any material events affecting the PEER 1 recent acquisition. In addition, all the assets and liabilities acquired
were valued and recorded in the condensed interim consolidated financial statements as part of the preliminary purchase price allocation process
and PEER 1 results of operations were also included in COGECO's consolidated results. PEER 1 constitutes 10% of revenue, -15% of profit of
the period, 15% of the total assets, 20% of the current assets, 15% of the non current assets, 8% of the current liabilities and 15% of the non
current liabilities of the consolidated condensed interim financial statements of COGECO for the three-month period ended November 30, 2013.
In the upcoming quarters, management will complete its review of the design of ICFR for PEER 1 and assess its effectiveness. Financial information
about the preliminary purchase price allocation, assets acquired and liabilities assumed as well as other financial information about PEER 1's
business impact can be found in the 2013 Annual Report of the Corporation.
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 12
UNCERTAINTIES AND MAIN RISK FACTORS
There has been no significant change in the uncertainties and main risk factors faced by the Corporation since August 31, 2013 except as
mentioned below. A detailed description of the uncertainties and main risk factors faced by COGECO can be found in the 2013 Annual Report
available at <www.sedar.com> and <www.cogeco.ca>.
On October 24, 2013, the Canadian Radio-Television and Telecommunications Commission ("CRTC") issued a broadcasting notice inviting
Canadians to express their views on the future of the television system in Canada. The first phase of that public proceeding was completed in
December 2013 and the second phase will take place in the winter of 2014. This public consultation is likely to lead to changes in regulatory
policy respecting significant aspects of the production, funding and distribution of television programming content in Canada. On the heels of the
CRTC’s invitation for comments from the public, the Canadian Government issued on November 14, 2013 a direction to the CRTC under the
authority of section 15 of the Broadcasting Act requesting that the CRTC report on television channel choice by no later than April 30, 2014. The
requested report will focus specifically on the issue of unbundling of television channels, including the steps the CRTC intends to take in that
regard. At this time, it is not known what steps or measures the CRTC will recommend in its report, or how and when these steps or measures
would be implemented. They could have a major impact on wholesale and retail pricing of television services distributed by Cogeco Cable and
other Canadian terrestrial and satellite broadcasting distributors as, if and when they are eventually implemented.
On November 26, 2013, Rogers Communications and the National Hockey League ("NHL") announced that they had concluded a twelve-year
comprehensive broadcast and multimedia licensing agreement respecting all national rights to NHL games on all platforms in all languages in
Canada, beginning with 2014-2015 season. Rogers Communications also announced that it had selected CBC and TVA for separate sublicensing
deals for English-language broadcasts of “Hockey Night in Canada” and all national French-language multimedia rights, respectively. At this time,
the impact of this long-term agreement on wholesale and retail rates for linear subscription and on-demand television programming services
involving NHL hockey games distributed by Cogeco Cable and other terrestrial and satellite broadcasting distributors cannot be assessed, nor
the extent to which the consumption of Canadian premium sports programming will change over the next twelve years as a result of future
distribution sublicensing terms for NHL hockey games.
FUTURE ACCOUNTING DEVELOPMENTS IN CANADA
A number of new standards, interpretations and amendments to existing standards issued by the International Accounting Standard Board (“IASB”)
are effective for annual periods starting on or after January 1, 2013 and have been applied in preparing the condensed interim consolidated
financial statements for the three months ended November 30, 2013.
NEW ACCOUNTING STANDARDS
The Corporation adopted the following new accounting standards on September 1, 2013. The impacts of the application of this standard are
described in Note 2 of the condensed interim consolidated financial statements.
• Amendment to IAS 19, Employee Benefits : The principal difference in the amended standard is that the expected long-term rate of
return on plan assets will no longer be used to calculate the defined benefit pension costs. The defined benefit pension costs concepts
of "interest cost" and "expected return on plan assets" are replaced by the concept of "net interest" calculated by applying the discount
rate to the net liability or asset. The net interest cost takes into account the change any contributions and benefit payments have on
the net defined benefit liability or asset during the period.
The Corporation also adopted the following standards on September 1, 2013 which had no impact on the condensed interim consolidated financial
statements.
• Amendments to IFRS 7 Financial Instruments: Disclosures
• IFRS 10 Consolidated Financial Statements
• IFRS 12 Disclosure of Interest in Other Entities
• IFRS 13 Fair Value Measurement
CHANGES IN CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There has been no significant change in COGECO’s accounting policies, estimates and future accounting pronouncements since August 31,
2013. A description of the Corporation’s policies and estimates can be found in the 2013 Annual Report, available at <www.sedar.com> and
<www.cogeco.ca>.
NON-IFRS FINANCIAL MEASURES
This section describes non-IFRS financial measures used by COGECO throughout this MD&A. It also provides reconciliations between these
non-IFRS measures and the most comparable IFRS financial measures. These financial measures do not have standard definitions prescribed
by IFRS and therefore, may not be comparable to similar measures presented by other companies. These measures include “cash flow from
operations”, “free cash flow” and “operating income before depreciation and amortization”.
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 13
CASH FLOW FROM OPERATIONS AND FREE CASH FLOW
Cash flow from operations is used by COGECO’s management and investors to evaluate cash flows generated by operating activities, excluding
the impact of changes in non-cash operating activities, amortization of deferred transaction costs and discounts on long-term debt, income taxes
paid, current income tax expense, financial expense paid and financial expense. This allows the Corporation to isolate the cash flows from
operating activities from the impact of cash management decisions. Cash flow from operations is subsequently used in calculating the non-IFRS
measure, “free cash flow”. Free cash flow is used, by COGECO's management and investors, to measure its ability to repay debt, distribute
capital to its shareholders and finance its growth.
The most comparable IFRS measure is cash flow from operating activities. Cash flow from operations is calculated as follows:
Quarters ended November 30, 2013 2012
(1)
(in thousands of dollars) $ $
Cash flow from operating activities 60,235
(6,005
)
Changes in non-cash operating activities 95,965 87,508
Amortization of deferred transaction costs and discounts on long-term debt
1,878
856
Income taxes paid 19,164 44,248
Current income tax expense (28,166) (26,112)
Financial expense paid 44,168 18,309
Financial expense (34,022) (17,303)
Cash flow from operations
159,222 101,501
(1) Comparative figures have been adjusted to comply with the adoption of IAS 19 - Employee Benefits. For further details, please refer to Note 2 of the condensed
interim consolidated financial statements.
Free cash flow is calculated as follows:
Quarters ended November 30, 2013 2012
(1)
(in thousands of dollars) $ $
Cash flow from operations
159,222 101,501
Acquisition of property, plant and equipment (82,464) (78,514)
Acquisition of intangible and other assets
(4,116
)
(4,641
)
Free cash flow 72,642 18,346
(1) Comparative figures have been adjusted to comply with the adoption of IAS 19 - Employee Benefits. For further details, please refer to Note 2 of the condensed
interim consolidated financial statements.
OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION
Operating income before depreciation and amortization is used by COGECO’s management and investors to assess the Corporation’s ability to
seize growth opportunities in a cost effective manner, to finance its ongoing operations and to service its debt. Operating income before depreciation
and amortization is a proxy for cash flows from operations excluding the impact of the capital structure chosen, and is one of the key metrics
used by the financial community to value the business and its financial strength.
The most comparable IFRS financial measure is operating income. Operating income before depreciation and amortization is calculated as follow:
Quarters ended November 30, 2013 2012
(1)
(in thousands of dollars) $ $
Operating income 106,698 83,581
Depreciation and amortization 117,094 66,041
Integration, restructuring and acquisitions costs 248 7,262
Operating income before depreciation and amortization 224,040 156,884
(1) Comparative figures have been adjusted to comply with the adoption of IAS 19 - Employee Benefits. For further details, please refer to Note 2 of the condensed
interim consolidated financial statements.
Management discussion and analysis (“MD&A”) COGECO INC. Q1 2014 14
SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION
Quarters ended November 30, August 31, May 31,
February,
28
February,
29
(in thousands of dollars, except percentages
and per share data)
2013 2012
(2)
2013
(2)
2012 2013
(2)
2012 2013
(2)
2012
$ $ $ $ $ $ $ $
Revenue 516,971 366,608 504,714 356,685 504,434 358,032 458,501 345,613
Operating income before depreciation and
amortization 224,040 156,884 224,608 163,617 220,878 158,446 196,272 144,518
Operating income 106,698 83,581 104,414 95,943 105,851 95,473 94,859 58,931
Income taxes 15,837 19,172 10,374 33,625 19,080 22,278 15,089 13,372
Profit for the period from continuing operations 56,839 47,106 43,770 44,900 49,995 55,373 48,950 29,449
Profit for the period from discontinued
operations — — — — — — — 52,047
Profit for the period 56,839 47,106 43,770 44,900 49,995 55,373 48,950 81,496
Profit for the period attributable to owners of
the Corporation 23,055 18,530 13,869 13,889 17,185 19,303 14,676 25,089
Cash flow from operating activities 60,235 (6,005) 233,464 203,193 167,641 109,546 157,095 126,455
Cash flow from operations 159,222 101,501 162,138 119,612 158,172 117,606 140,124 105,153
Acquisitions of property, plant and equipment,
intangible and other assets
86,580 83,155 108,756 124,638 113,492 88,141 106,019 87,186
Free cash flow (deficit) 72,642 18,346 53,382 (5,026) 44,680 29,465 34,105 17,967
Earnings per share
(1)
attributable to owners of
the Corporation
From continuing and discontinued operations
Basic 1.38 1.11 0.83 0.83 1.03 1.15 0.88 1.50
Diluted 1.37 1.10 0.82 0.83 1.02 1.15 0.87 1.49
From continuing operations
Basic 1.38 1.11 0.83 0.83 1.03 1.15 0.88 0.50
Diluted 1.37 1.10 0.82 0.83 1.02 1.15 0.87 0.50
From discontinued operations
Basic — — — — — — — 1.00
Diluted — — — — — — — 0.99
(1) Per multiple and subordinate voting share.
(2) These figures have been adjusted to comply with the adoption of IAS 19 - Employee Benefits.
SEASONAL VARIATIONS
Cogeco Cable’s operating results are not generally subject to material seasonal fluctuations except as follows. In the Cable segment, the number
of customers in the Television service and HSI service are generally lower in the second half of the fiscal year as a result of a decrease in economic
activity due to the beginning of the vacation period, the end of the television season, and students leaving their campuses at the end of the school
year. Cogeco Cable offers its services in several university and college towns such as Kingston, Windsor, St.Catharines, Hamilton, Peterborough,
Trois-Rivières and Rimouski in Canada and in the Pennsylvania region, and to a lesser extent in South Carolina, Maryland/Delaware in the United
States. In the United States, the Miami region is also subject to seasonal fluctuations due to the winter season residents returning home from
late Spring through the Fall.
ADDITIONAL INFORMATION
This MD&A was prepared on January 13, 2014. Additional information relating to the Corporation, including its Annual Information Form, is
available on the SEDAR website at www.sedar.com.
/s/ Jan Peeters /s/ Louis Audet
Jan Peeters Louis Audet
Chairman of the Board President and Chief Executive Officer
COGECO Inc.
Montréal, Québec
January 13, 2014