Cogeco 2011 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ... it serves. Cogeco Cable also provides to its commercial customers data networking, e-business applications, video conferencing, hosting services, Ethernet, private line, Voice over Internet Protocol ("VoIP"), HSI access, data storage, data security, co-location services, managed IT services, cloud...

  • Page 3
    ... ...3 Message to shareholders...4 Management's Discussion and Analysis (MD&A) ...6 Consolidated financial statements ...48 Investor information ...80 Customer statistics ...82 Board of Directors and corporate management ...83 Operations and corporate information ...85 2 COGECO CABLE INC. 2011

  • Page 4
    ... Capital expenditures and increase in deferred charges Free cash flow(1) Financial Condition Fixed assets Total assets Indebtedness(2) Shareholders' equity RGU growth Per Share Data(3) Earnings (loss) per share Adjusted earnings per share(1) Weighted average number of outstanding shares (0.98) 3.67...

  • Page 5
    .... 2012 will also be the first year we publish Carbon Disclosure Project and Global Reporting Initiative reports. Cogeco Cable ended fiscal 2011 on a high note with two major acquisitions in the medium and large enterprise telecommunications service industry. The acquisitions of Toronto-area company...

  • Page 6
    ... leader while keeping our raison d'être top of mind: our customers. We count on their commitment, sense of teamwork and their ability to drive Cogeco Cable to new heights. Louis Audet President and Chief Executive Officer Jan Peeters Board Chair Message to shareholders COGECO CABLE INC. 2011 5

  • Page 7
    ... operations ...38 European operations ...39 Three-year annual financial highlights and quarterly financial highlights ...40 Fiscal 2012 financial guidelines ...44 Non-GAAP financial measures ...45 Additional information ...47 6 COGECO CABLE INC. 2011 Management's Discussion and Analysis (MD&A)

  • Page 8
    ... Video Recorder (Same as Personal Video Recorder or PVR) Euro Currency High Definition High Speed Internet Internet Protocol Megabits per second Megahertz Revenue-Generating Units include Basic Cable, HSI, Digital Television and Telephony Service Customers Subscription Video on Demand Services Video...

  • Page 9
    ... Ontario, Québec and Portugal. Through its two-way broadband cable networks, Cogeco Cable provides its residential customers with Audio, Analogue and Digital Television, as well as High Speed Internet ("HSI") and Telephony services. In Canada, the Corporation provides, as at August 31, 2011, Basic...

  • Page 10
    ... cable modem investments and backoffice systems, all while maintaining service continuity with existing video, VoIP, and preparing for higher speed Internet services. In addition, Cogeco Data Services LP ("CDS") operates a 665 kilometre fibre optic network that extends throughout the Greater Toronto...

  • Page 11
    ... of up to 13 standard definition Digital Television signals, or of up to 6 HD signals. Key performance indicators Cogeco Cable is dedicated to increasing shareholder value and consequently focuses on optimizing profitability while efficiently managing its use of capital without jeopardizing future...

  • Page 12
    ...such factors as the number of overdue days of the customer's balance owing as well as the customer's collection history with Cogeco Cable. As a result, conditions causing fluctuations in the aging of customer accounts will directly impact the reported amount of bad debt expense. Accrued liabilities...

  • Page 13
    Capitalization of costs to acquire customers The Corporation incurs significant costs to reconnect or activate additional services for Basic Cable, HSI, Digital Television and Telephony service customers. These costs include material and labour costs incurred to reconnect or activate additional ...

  • Page 14
    ...Audit, and the Vice President, Public Affairs and Communications. No direct remuneration is payable to such senior executives by the Corporation. The Corporation granted 35,800 stock options to these senior executives, who also are COGECO's senior executives, during the 2011 fiscal year, compared to...

  • Page 15
    ...to services provided to the Corporation under the Management Agreement. For fiscal 2012, the management fee has been increased to $9.5 million as of September 1, 2011, pursuant to the Management Agreement, which reflects an increase of 3.1% based on the increase in the Consumer Price Index in Canada...

  • Page 16
    ... optional exemptions, and Cogeco Cable's elections to be applied at the date of transition to IFRS for these exemptions are as follows: International standard Summary of the optional IFRS 1 exemption Application and impact for the Corporation IFRS 3 - Business A first-time adopter may elect...

  • Page 17
    ...: Consolidated statement of income (loss) for the year ended August 31, 2011 (In thousands of dollars, except per share data) Revenue Service Equipment Operating costs Management fees - COGECO Inc. Operating income before amortization Amortization Operating income Financial expense Impairment of...

  • Page 18
    ...term debt Balance due on a business acquisition Derivative financial instruments Deferred and prepaid revenue and other liabilities Pension plans liabilities and accrued employee benefits Future income tax liabilities ii...667,984 Management's Discussion and Analysis (MD&A) COGECO CABLE INC. 2011 17

  • Page 19
    ... 78,267 362,999 Long-term debt Deferred and prepaid revenue and other liabilities Pension plans liabilities and accrued employee benefits Future income tax liabilities ii. i., v., vi., ix. 952,687 12,234 3,624 234,974 1,566,518 Shareholders' equity Capital stock Contributed surplus Retained earnings...

  • Page 20
    ... fluctuations in market interest rates and actual returns on plan assets. In addition, at the date of transition, the IFRS 1 optional election described above will result in an increase in pension plan liabilities and accrued employee benefits of approximately $4.4 million, an increase in future...

  • Page 21
    ... the Corporation recorded under Canadian GAAP. The hedging documentation and hedge effectiveness tests have been updated and conform to the requirements of IAS 39. As a result, it is expected that there will be no impact on the opening IFRS balance sheet and on fiscal 2011 operating results. viii...

  • Page 22
    ... permitted. The Corporation has elected not to early-adopt this EIC, and in light of the adoption of International accounting standards taking effect at that same date, this EIC will not be applicable to the Corporation. Management's Discussion and Analysis (MD&A) COGECO CABLE INC. 2011 21

  • Page 23
    ... by the customer, terminal devices and customer service. Service bundles offered by competitors include up to "quadruple-play" offers combining television, HSI, fixed and mobile telecommunications to residential and commercial customers. 22 COGECO CABLE INC. 2011 Management's Discussion and...

  • Page 24
    ... footprint through the use of its mobile telecommunications network. However, Cogeco Cable's Telephony service is provided with the assistance of certain Telus carrier services through a long-term contractual arrangement. Shaw Direct, the direct-to-home satellite service of Shaw Communications...

  • Page 25
    ... of modulation, digital compression, fractioning of optoelectronic links, multiplexing, HD distribution, switched video distribution and ultra high speed passive optical networks. Management of the Corporation believes that broadband wireline distribution over fibre and coaxial cable continues to be...

  • Page 26
    ... and Portugal, Cogeco Cable and Cabovisão have negotiated cost effective arrangements in the past for voice and data traffic. However, as overall traffic increases and capacity on existing broadband telecommunications facilities becomes more widely used, the Corporation may not be able to secure...

  • Page 27
    ... to the Corporation's defined benefit pension plans. Human resources Cogeco Cable maintains satisfactory labour relations with its unionized employees and no collective agreements are outstanding. Cogeco Cable also maintains satisfactory relations with its key personnel. The Corporation's success...

  • Page 28
    ...achievements Cogeco Cable's 2011 program focused on initiatives in several key areas including carbon calculation and reduction, waste management and recycling, awareness and communications campaigns, as well as Earth Week and Earth Hour activities. In 2010, the Corporation laid the ground work that...

  • Page 29
    ... to generate RGU growth in the near term. For further details on the impairment loss recorded in the 2011 fiscal year, please refer to the "Impairment of goodwill and fixed assets" section on page 30. Cogeco Cable reported a net loss of $47.7 million as a result of the impairment loss, partly offset...

  • Page 30
    ... 2 issued on November 16, 2010. The average interest rate was 5.9% at August 31, 2011 compared to 6.2% at August 31, 2010. The decrease in the average interest rate is discussed in the "Capital structure" section on page 34. Management's Discussion and Analysis (MD&A) COGECO CABLE INC. 2011 29

  • Page 31
    .... As a result, a non-cash impairment loss of $29.3 million was recorded in the third quarter of the 2011 fiscal year. Fair value of the reporting unit was determined using the discounted cash flow method. Future cash flows were based on internal forecasts and consequently, considerable management...

  • Page 32
    ..."Non-GAAP financial measures" section on page 45. (2) Return on equity is defined as net income (loss) divided by average shareholders' equity (computed on the basis of the beginning and ending balance for a given fiscal year). Management's Discussion and Analysis (MD&A) COGECO CABLE INC. 2011 31

  • Page 33
    ... monitoring and reporting, and enhanced and traditional co-location services. Quiettouch operates three data centres in Toronto and Vancouver, as well as a fibre network within key business areas of downtown Toronto. The transaction was completed on August 2, 2011. On August 31, 2011, Cogeco Cable...

  • Page 34
    ...) Customer premise equipment(1) Scalable infrastructure(2) Line extensions Upgrade/rebuild Support capital Total capital expenditures(3) (1) Includes mainly home terminal devices as well as new and replacement drops. (2) Includes head-end equipment and expenditures related to Telephony. (3) Includes...

  • Page 35
    ... in the "Financial management" section. The increase of $7.7 million in accounts receivable is mainly attributable to the business acquisitions and the growth in revenue in fiscal 2011. Capital resources and liquidity Capital structure The table below summarizes debt-related financial ratios over...

  • Page 36
    ... by the increases in cash and cash equivalents and accounts receivable. As part of the usual conduct of its business, Cogeco Cable maintains a working capital deficiency due to a low level of accounts receivable as the majority of the Corporation's customers pay before their services are rendered...

  • Page 37
    ... event of payment default. On September 29, 2011, Fitch Ratings ("Fitch") affirmed the Issuer Default Rating ("IDR") of Cogeco Cable at "BBB-" and their rating on the Senior Secured Debentures and Notes at "BBB-". Obligations rated in the "BBB" category are regarded as of good credit quality, where...

  • Page 38
    ... pension plan liabilities and accrued employee benefits. The nature of those obligations prevents the Corporation from estimating an annual breakdown. (4) Annual breakdown excludes other long-term obligations. In the normal course of business, Cogeco Cable enters into agreements containing features...

  • Page 39
    Canadian operations Customer statistics August 31, 2011 RGU Basic Cable service customers HSI service customers Digital Television service customers Telephony service customers (1) As a percentage of Basic Cable service in areas served. 2,575,795 877,985 601,214 678,326 418,270 Net additions Years ...

  • Page 40
    European operations Customer statistics August 31, 2011 RGU Basic Cable service customers HSI service customers Digital Television service customers Telephony service customers (1) As a percentage of Basic Cable service in areas served. 831,665 255,777 162,436 164,580 248,872 Net additions (losses) ...

  • Page 41
    ... liabilities include long-term debt, balance due on a business acquisition, derivative financial instrument liabilities and pension plan liabilities and accrued employee benefits. (4) Per multiple and subordinate voting share. 40 COGECO CABLE INC. 2011 Management's Discussion and Analysis...

  • Page 42
    ... of the vacation period, the end of the television seasons, 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...

  • Page 43
    ... Net additions (losses) Quarter ended August 31, 2011 Canada Europe Consolidated 49,204 (1,369) 7,746 29,464 13,363 (10,860) (2,350) (2,556) (5,182) (772) 38,344 (3,719) 5,190 24,282 12,591 Canada RGU Basic Cable service customers HSI service customers Digital Television service customers Telephony...

  • Page 44
    ... combined with an increase in rentals of home terminal devices stemming from the strong growth in Digital Television services and rate increases, fourth-quarter Canadian operations revenue went up by $24.7 million, or 8.8%, to reach $306.9 million. Fiscal 2011 fourth-quarter European operations...

  • Page 45
    ... operations' Basic Cable service clientele. As the penetration of HSI, Telephony and Digital Television services increase, the new demand for these products should slow, reflecting early signs of maturity. Canadian operations' revenue will also benefit from the recent acquisitions of Quiettouch...

  • Page 46
    ...to expand existing territories, and support capital to improve business information systems and support facility requirements. Fiscal 2012 free cash flow is expected to amount to $100 million, $4 million, or 3.8%, lower than the free cash flow of $104 million in 2011, resulting from the increases in...

  • Page 47
    Cash flow from operations and free cash flow Cash flow from operations is used by Cogeco Cable's management and investors to evaluate cash flows generated by operating activities excluding the impact of changes in non-cash operating items. This allows the Corporation to isolate the cash flow from ...

  • Page 48
    ...,340 3.67 3.65 2.63 2.62 Additional information This MD&A was prepared on October 26, 2011. Additional information relating to the Corporation, including its Annual Information Form, is available on SEDAR at www.sedar.com. Management's Discussion and Analysis (MD&A) COGECO CABLE INC. 2011 47

  • Page 49
    ... of comprehensive income (loss)...52 Consolidated statements of retained earnings (deficit) ...52 Consolidated balance sheets ...53 Consolidated statements of cash flows ...54 Notes to the consolidated financial statements ...55 48 COGECO CABLE INC. 2011 Consolidated financial statements

  • Page 50
    ...Generally Accepted Accounting Principles and have been approved by the Board of Directors. Operating and financial information used elsewhere in the annual report is consistent with that of the consolidated financial statements. In fulfilling its responsibilities, management of Cogeco Cable Inc. and...

  • Page 51
    ... 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in accordance with Canadian Generally Accepted Accounting Principles. October 26, 2011 Montreal, Canada _____ 1 Chartered accountant auditor permit No. 13556 50 COGECO CABLE INC. 2011 Consolidated...

  • Page 52
    ... thousands of dollars, except per share data) Revenue Service Equipment Operating costs Management fees - COGECO Inc. (note 19) Operating...,018 157,303 2011 $ 2010 $ Earnings (loss) per share (note 8) Basic Diluted (0.98) (0.98) 3.24 3.23 Consolidated financial statements COGECO CABLE INC. 2011 51

  • Page 53
    ...the acquisition of the subordinate voting shares Dividends on multiple voting shares Dividends on subordinate voting shares Balance, end of year 2011 $ 123,025 - 123,025 (47,666) 11 (11,139) (23,355) 40,876 2010 $ 17,172 (24,279) (7,107) 157,303 - (8,787) (18,384) 123,025 52 COGECO CABLE INC. 2011...

  • Page 54
    ... 2,735,500 On behalf of the Board of Directors, 988,830 6,087 123,025 18,359 1,136,301 2,702,819 235,087 558 45,602 1,189 2,296 78,267 362,999 952,687 - - 12,234 3,624 234,974 1,566,518 Jan Peeters Director L. G. Serge Gadbois Director Consolidated financial statements COGECO CABLE INC. 2011 53

  • Page 55
    ... Issuance of long-term debt, net of discounts and transaction costs Repayments of long-term debt Increase in deferred transaction costs Issuance of subordinate voting shares (note 13) Acquisition of subordinate voting shares held in trust under the Incentive Share Unit Plan (note 13) Dividends...

  • Page 56
    ... The Corporation's core business is providing Cable Television, High Speed Internet ("HSI"), Telephony, managed information technology and infrastructure, and other telecommunications services to its residential and commercial customers in Canada and in Portugal. 1. Significant accounting policies...

  • Page 57
    ... principal sources is as follows Revenue from Cable Television, HSI, Telephony, managed information technology and infrastructure, and other telecommunications services are recognized when services are rendered; Revenue generated from sales of home terminal devices is recorded as equipment revenue...

  • Page 58
    ... is recorded from the date the assets are placed in services mainly on a straight-line basis over the estimated useful lives over the following periods: Buildings Cable systems Equipment, programming equipment, furniture and fixtures Home terminal devices Rolling stock and equipment under...

  • Page 59
    ... a corresponding increase in contributed surplus. When the stock options are exercised, capital stock is credited by the sum of the consideration received and the related portion previously recorded in contributed surplus. The Corporation measures incentive share units granted to employees based on...

  • Page 60
    ... assets and liabilities and revenue and expenses during the reporting year. Significant areas requiring the use of management estimates relate to the determination of pension plan liabilities and accrued employee benefits, the determination of accrued liabilities, the determination of allowance...

  • Page 61
    ... monitoring and reporting, and enhanced and traditional collocation services. Quiettouch operates three data centers in Toronto and Vancouver, as well as a fiber network within key business areas of downtown Toronto. The transaction was completed August 2, 2011. On August 31, 2011, the Corporation...

  • Page 62
    ... operating segment. The Corporation's activities are carried out in Canada and in Europe. The principal financial information per business segment is presented in the table below: Canada 2011 (in thousands of dollars) Revenue Operating costs Management fees - COGECO Inc. Operating income before...

  • Page 63
    ... result, a non-cash impairment loss of $29.3 million was recorded in the third quarter of the 2011 fiscal year. Fair value of the reporting unit was determined using the discounted cash flow method. Future cash flows were based on internal forecasts and consequently, considerable management judgment...

  • Page 64
    ...accounting purposes and the amounts used for tax purposes, as well as tax loss carryforwards: 2011 (in thousands of dollars) Fixed assets Deferred charges Intangible assets Deferred and prepaid revenue Share issuance costs Partnerships income Non-capital loss and other tax credit carryforwards, net...

  • Page 65
    ... table provides the reconciliation between basic and diluted earnings (loss) per share: 2011 (in thousands of dollars, except number of shares and per share data) Net income (loss) Weighted average number of multiple voting and subordinate voting shares outstanding Effect of dilutive stock options...

  • Page 66
    9. Fixed assets 2011 2010 $ $ (in thousands of dollars) Cost Land Buildings Cable systems Equipment, programming equipment, furniture and fixtures Home terminal devices Rolling stock and equipment under capital leases Other equipment Leasehold improvements 6,509 64,488 2,325,833 55,593 414,464 21...

  • Page 67
    ...available information and any additional recognition of pre-acquisition tax losses will be recorded as a reduction of goodwill. At August 31, 2011 and 2010, the Corporation tested the value of goodwill for impairment and concluded that no impairment existed. 66 COGECO CABLE INC. 2011 Consolidated...

  • Page 68
    .... The Corporation has entered into cross-currency swap agreements to fix the liability for interest and principal payments on the Senior Secured Notes Series A in the amount of US$190 million, which bear interest at the coupon rate of 7.00% per annum, payable semi-annually. Taking into account these...

  • Page 69
    ... issued a $100 million Senior Unsecured Debenture by way of a private placement, subject to usual market conditions. The debenture bears interest at a fixed rate of 5.936% per annum, payable semi-annually. The debenture matures on March 5, 2018 and is redeemable at the Corporation's option...

  • Page 70
    ... transactions were as follows: 2011 Number of shares (in thousands of dollars, except number of shares) Balance, beginning of year Shares issued for cash under the employee stock option plan Compensation expense previously recorded in contributed surplus for options exercised Balance, end of year 32...

  • Page 71
    ...a result, a compensation expense of $361,000 ($619,000 in 2010) was recorded for the year ended August 31, 2011. The weighted average fair value of each option granted was estimated on the grant date for purposes of determining stock-based compensation expense using the binomial option pricing model...

  • Page 72
    ... Plan") to assist in the attraction and retention of qualified individuals to serve on the Board of Directors ("Board") of the Corporation. Each existing or new member of the Board may elect to be paid a percentage of the annual retainer in the form of deferred share units ("DSUs") with the balance...

  • Page 73
    ...August 31, 2011, term deposit of â,¬3 million, bearing interest at 0.65%, maturing on September 19, 2011. 2010 $ 35,842 - 35,842 D) Other information 2011 (in thousands of dollars) Financial expense paid Income taxes paid (received) $ 72,238 (2,507) 2010 $ 62,859 41,019 72 COGECO CABLE INC. 2011...

  • Page 74
    ... will be as at August 31, 2011. The total cash amount paid or payable for employee future benefits for all plans, consisting of cash contributed by the Corporation to its funded pension plans, cash payments directly to beneficiaries for its unfunded other benefit plans, and cash contributed to its...

  • Page 75
    ...assumptions used in measuring the Corporation's pension and other obligations are as follows: 2011 % Accrued benefit obligation Discount rate Rate of compensation increase Defined benefit pension costs Discount rate Expected long-term rate of return on plan assets Rate of compensation increase 5.50...

  • Page 76
    ... to suspend the availability of services when customers have fully utilized approved credit limits or have violated existing payment terms. Since the Corporation has a large and diversified clientele dispersed throughout its market area in Canada and Portugal, there is no significant concentration...

  • Page 77
    ...for the balance sheet accounts at August 31, 2011 was $1.4071 per Euro compared to $1.3515 per Euro at August 31, 2010. The impact of a 10% change in the exchange rate of the Euro into Canadian dollars would change other comprehensive income by approximately $0.9 million. 76 COGECO CABLE INC. 2011...

  • Page 78
    ... is estimated using valuation models that reflect projected future cash flows over contractual terms of the derivative financial instruments and observable market data, such as interest and currency exchange rate curves. B) Capital management The Corporation's objectives in managing capital are...

  • Page 79
    The following table summarizes certain of the key ratios used by management to monitor and manage the Corporation's capital structure: 2011 Net senior indebtedness(1) / operating income before amortization Net indebtedness(2) / operating income before amortization Operating income before ...

  • Page 80
    ...) with regards to the Corporation's stock options and Incentive Share Units granted to COGECO Inc.'s employees. Under the Management Agreement, the Corporation pays monthly fees equal to 2% of its total revenue to COGECO Inc. for the abovementioned services. In 1997, the management fee was capped at...

  • Page 81
    ...656 Registrar / Transfer agent Computershare Trust Company of Canada 100 University Avenue, 9th Floor Toronto, ON M5J 2Y1 Tel.: 514-982-7555 Tel.: 1 800-564-6253 Fax: 416-263-9394 Stock exchange listing Trading symbol The Toronto Stock Exchange CCA 80 COGECO CABLE INC. 2011 Investor information

  • Page 82
    ... Toronto Stock Exchange High Low Close Volume (shares) Nov. 30 $ 33.85 26.40 33.75 8,254,948 Feb. 28 $ 41.81 33.06 40.50 6,969,552 May 31 $ 43.98 32.38 33.57 7,144,946 Aug. 31 $ 36.70 32.75 35.82 2,946,017 25,315,463 Investor information COGECO CABLE INC. 2011...

  • Page 83
    ...Total Basic Cable service customers Canada Penetration as a percentage of homes passed Portugal Penetration as a percentage of homes passed Total HSI service customers Canada Penetration as a percentage of Basic Cable(3) Portugal Penetration as a percentage of Basic Cable(3) Total Digital Television...

  • Page 84
    ... JAN PEETERS Montréal (Québec) President and Chief Executive Officer Board Chair Olameter Inc. Board Chair LOUIS AUDET, Eng., MBA Westmount (Québec) President and Chief Executive Officer Cogeco Cable Inc. and COGECO Inc. Director WILLIAM PRESS COOPER, B. Sc., P.Eng. F.C.S.C.E. Oakville (Ontario...

  • Page 85
    ... Planning LOUISE ST-PIERRE Senior Vice President, Residential Services ALEX TESSIER Vice President and Treasurer MARTINHO TOJO Senior Vice President, Portugal and General Manager of Cabovisão CHARLES VAILLANCOURT Vice President and Chief Information Officer 84 COGECO CABLE INC. 2011 Board...

  • Page 86
    Operations and corporate information Operations HEAD OFFICE 5 Place Ville Marie Suite 1700 Montréal (Québec) H3B 0B3 Tel.: 514-764-4700 Fax: 514-874-2625 www.cogeco.ca CABLE ONTARIO 950 Syscon Road P.O. Box 5076 Station Main Burlington (Ontario) L7R 4S6 Tel: 289-337-7387 Fax: 905-332-8426 CABLE QU...

  • Page 87
    ...) M5X 1B2 1 Place Ville Marie Suite 3900 Montréal (Québec) H3B 4M7 TRANSFER AGENT SENIOR SECURED DEBENTURES AND SENIOR SECURED NOTES Computershare Trust Company of Canada QUARTER ENDS November, February, May YEAR END August 31 86 COGECO CABLE INC. 2011 Operations and corporate information

  • Page 88
    ... to report any perceived or actual instances of violations of the Code of Ethics (including complaints regarding accounting, internal accounting controls and audit matters). The Ethics Line is comprised of two toll-free telephone lines as well as a secure web site (see details below). The COGECO Inc...

  • Page 89