Exhibit 99.1
Rogers Communications Reports Fourth Quarter 2005 Results and Issues Full Year 2006
Financial and Operating Guidance
Quarterly Consolidated Revenue up 35.4% While Operating Profit Before Integration
Expenses Grows 20.1%;
2006 Guidance for Continued Double Digit Revenue and Operating Profit Growth
TORONTO (February 9, 2006) - Rogers Communications Inc. today announced its consolidated financial and operating results for the fourth quarter ended December 31, 2005.
Financial highlights (in thousands of dollars, except per share amounts) are as follows:
Three Months Ended December 31, | | 2005 | | 2004 | | % Change | |
Operating revenue | | | 2,120,162 | | | 1,566,317 | | | 35.4 | |
Operating profit (1) | | | 513,517 | | | 450,520 | | | 14.0 | |
Loss | | | (66,713 | ) | | (29,074 | ) | | 129.5 | |
Loss per share - basic and diluted | | | (0.22 | ) | | (0.12 | ) | | 83.3 | |
Twelve Months Ended December 31, | | 2005 | | 2004 | | % Change | |
Operating revenue | | | 7,482,154 | | | 5,608,249 | | | 33.4 | |
Operating profit (1) | | | 2,143,569 | | | 1,734,141 | | | 23.6 | |
Loss | | | (44,658 | ) | | (67,142 | ) | | (33.5 | ) |
Loss per share - basic and diluted | | | (0.15 | ) | | (0.28 | ) | | (46.4 | ) |
(1) | Operating profit includes integration expenses of $32.9 million and $66.5 million for the three and twelve months ended December 31, 2005, respectively. Excluding these integration expenses, operating profit would have been $546.4 million and $2,210.0 million for the three and twelve months ended December 31, 2005, respectively. Operating profit should not be considered as a substitute or alternative for operating income or net income, in each case determined in accordance with generally accepted accounting principles (“GAAP”). See the “Reconciliation of Operating Profit to Net Loss for the Period” section for a reconciliation of operating profit to operating income and net income (loss) under GAAP and the “Key Performance Indicators and Non-GAAP Measures” section. |
Highlights of the fourth quarter of 2005 include the following:
• | Operating revenue increased 35.4% for the quarter, with all four operating companies contributing to the year-over-year growth, including 35.0% growth at Rogers Wireless Inc. (“Wireless”), 8.0% growth at Rogers Cable Inc. (“Cable”), 12.8% growth at Rogers Media Inc. (“Media”) and the inclusion of $211.2 million at Rogers Telecom Holdings Inc. (“Telecom”, formerly Call-Net Enterprises Inc.) which was acquired July 1, 2005. |
• | Consolidated quarterly operating profit grew 14.0% year-over-year, with 36.6% growth at Wireless, 1.7% growth at Cable, a 29.3% decline at Media and the inclusion of $22.9 million at Telecom. Excluding integration expenses, consolidated quarterly operating profit |
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| growth would have been 20.1% and Wireless quarterly operating profit growth would have been 45.4%. |
• | Wireless ended the quarter with a total of 6,168,000 retail wireless voice and data subscribers, reflecting postpaid net additions in the quarter of 202,600 and prepaid net additions of 13,700. Monthly postpaid churn decreased year-over-year to 1.57%. |
• | The Fido integration was essentially completed with the two GSM networks now fully integrated and all postpaid and prepaid retail Fido subscribers migrated onto the Wireless billing platforms. |
• | Excluding integration expenses, quarterly operating profit on a pro forma basis would have increased by 19.1% on a consolidated basis and 41.5% at Wireless. On a pro forma basis, quarterly operating revenue increased by 14.7% on a consolidated basis and by 23.6% at Wireless, while quarterly operating profit increased by 13.0% on a consolidated basis and by 32.8% at Wireless. |
• | Adjusted for the change in subscriber deactivation practices, during the quarter, Cable experienced an increase of 62,200 Internet subscribers, 73,200 digital cable subscribers (households), 8,000 basic cable subscribers and 29,800 cable telephony subscribers. Cable continued to expand the availability of its Home Phone voice-over-cable telephony service and closed the quarter with 47,900 subscribers. |
• | On October 24, 2005, we issued to Microsoft Corporation (“Microsoft”) 17,142,857 shares of our Class B Non-Voting stock at the exercise price of $35 per share associated with Microsoft’s conversion of the $600 million aggregate principal amount of 5½% Convertible Preferred Securities due August 2009. |
• | On December 2, 2005, Cable redeemed US$113.7 million aggregate principal amount of its 11% Senior Subordinated Guaranteed Debentures due 2015, at a redemption price of 105.5% of the aggregate principal amount. |
• | On December 14, 2005, in recognition of the Company's improving financial performance and solid strategic positioning, our Board of Directors approved a 50% increase in the annual dividend to $0.15 per share, paid semi-annually. Immediately thereafter, the Board declared a semi-annual dividend of C$0.075 per share on each outstanding RCI Class B Non-Voting share and RCI Class A Voting share, which was paid on January 6, 2006 to shareholders of record on December 28, 2005. |
“Rogers ended 2005 with strong financial and operating results reflecting focused execution and the continued healthy demand for wireless, cable, high-speed Internet and telephony services in the markets it serves," said Ted Rogers, President and CEO of Rogers Communications. "As I reflect on 2005, I am especially pleased with the progress that was made on the integration of our strategic wireless and telephony acquisitions, the launch of our telephony services, and the deleveraging of our balance sheet, while at the same time continuing to deliver solid results in our core businesses. As we enter 2006, we remain committed to disciplined execution of profitable growth while continuing to deploy unique and innovative products and services that help our customers stay informed, in touch and entertained.”
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This press release including unaudited financial results should be read in conjunction with our 2004 Annual MD&A and our 2004 Annual Audited Consolidated Financial Statements and Notes thereto, as well as our 2005 quarterly interim financial and other recent securities filings available on SEDAR at www.sedar.com. As this press release includes forward-looking statements and assumptions, readers should carefully review the sections of this release entitled ‘Caution Regarding Forward-Looking Statements’ and ‘Material Assumptions and Risks That Could Affect Our Business’.
In this release, the terms “we”, “us”, “our”, and “the Company” refer to Rogers Communications Inc. and our subsidiaries, which are reported in the following four segments:
• | “Wireless”, which refers to our wholly owned subsidiary Rogers Wireless Communications Inc. and its subsidiaries (“RWCI”), including Rogers Wireless Inc. and its subsidiaries (“RWI”), and Fido Inc. and its subsidiaries (“Fido”); |
• | “Cable”, which refers to our wholly owned subsidiary Rogers Cable Inc. and its subsidiaries; |
• | “Telecom”, which refers to our wholly owned subsidiary Rogers Telecom Holdings Inc., formerly Call-Net Enterprises Inc. (“Call-Net”), and its subsidiaries, which we acquired on July 1, 2005. Effective from the acquisition date, the results of Telecom are consolidated with those of the Company; and |
• | “Media”, which refers to our wholly owned subsidiary Rogers Media Inc. and its subsidiaries. |
“RCI” refers to the legal entity Rogers Communications Inc. excluding our subsidiaries.
Throughout this release, all amounts appear in Canadian dollars unless otherwise indicated, and percentage changes are calculated using numbers rounded to the decimal to which they appear.
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SUMMARY CONSOLIDATED FINANCIAL RESULTS
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In millions of dollars, except margin) | | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
Operating revenue | | | | | | | | | | | | | | | | | | | |
Wireless | | $ | 1,098.4 | | $ | 813.6 | | | 35.0 | | $ | 4,006.6 | | $ | 2,783.5 | | | 43.9 | |
Cable | | | 549.3 | | | 508.4 | | | 8.0 | | | 2,067.7 | | | 1,945.7 | | | 6.3 | |
Media | | | 300.0 | | | 266.0 | | | 12.8 | | | 1,097.2 | | | 956.9 | | | 14.7 | |
Telecom | | | 211.2 | | | - | | | - | | | 423.9 | | | - | | | - | |
Corporate items and eliminations | | | (38.7 | ) | | (21.7 | ) | | (78.3 | ) | | (113.2 | ) | | (77.9 | ) | | (45.3 | ) |
Total | | $ | 2,120.2 | | $ | 1,566.3 | | | 35.4 | | $ | 7,482.2 | | $ | 5,608.2 | | | 33.4 | |
| | | | | | | | | | | | | | | | | | | |
Operating expenses, including integration expenses (1) | | | | | | | | | | | | | | | | | | | |
Wireless | | $ | 805.9 | | $ | 599.5 | | | 34.4 | | $ | 2,669.5 | | $ | 1,833.1 | | | 45.6 | |
Cable | | | 355.0 | | | 317.4 | | | 11.8 | | | 1,349.1 | | | 1,237.0 | | | 9.1 | |
Media | | | 261.0 | | | 210.8 | | | 23.8 | | | 969.4 | | | 841.5 | | | 15.2 | |
Telecom | | | 188.3 | | | - | | | - | | | 378.0 | | | - | | | - | |
Corporate items and eliminations | | | (3.5 | ) | | (11.9 | ) | | 70.6 | | | (27.4 | ) | | (37.6 | ) | | 27.1 | |
Total | | $ | 1,606.7 | | $ | 1,115.8 | | | 44.0 | | $ | 5,338.6 | | $ | 3,874.0 | | | 37.8 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit, after integration expenses (1) (2) | | | | | | | | | | | | | | | | | | | |
Wireless | | $ | 292.5 | | $ | 214.1 | | | 36.6 | | $ | 1,337.1 | | $ | 950.4 | | | 40.7 | |
Cable | | | 194.3 | | | 191.0 | | | 1.7 | | | 718.6 | | | 708.7 | | | 1.4 | |
Media | | | 39.0 | | | 55.2 | | | (29.3 | ) | | 127.8 | | | 115.4 | | | 10.7 | |
Telecom | | | 22.9 | | | - | | | - | | | 45.9 | | | - | | | - | |
Corporate items and eliminations | | | (35.2 | ) | | (9.8 | ) | | - | | | (85.8 | ) | | (40.3 | ) | | (112.9 | ) |
Total | | $ | 513.5 | | $ | 450.5 | | | 14.0 | | $ | 2,143.6 | | $ | 1,734.2 | | | 23.6 | |
| | | | | | | | | | | | | | | | | | | |
Other income and expense, net (3) | | | 580.2 | | | 479.6 | | | 21.0 | | | 2,188.2 | | | 1,801.3 | | | 21.5 | |
Loss | | $ | (66.7 | ) | $ | (29.1 | ) | | 129.2 | | $ | (44.6 | ) | $ | (67.1 | ) | | 33.5 | |
| | | | | | | | | | | | | | | | | | | |
Additions to property, plant and equipment (2) | | | | | | | | | | | | | | | | | | | |
Wireless (4) | | $ | 205.1 | | $ | 133.4 | | | 53.7 | | $ | 584.9 | | $ | 439.2 | | | 33.2 | |
Cable | | | 204.9 | | | 243.3 | | | (15.8 | ) | | 676.2 | | | 587.9 | | | 15.0 | |
Media | | | 11.7 | | | 4.2 | | | 178.6 | | | 39.6 | | | 20.3 | | | 95.1 | |
Telecom | | | 5.3 | | | - | | | - | | | 37.4 | | | - | | | - | |
Corporate items and eliminations | | | 3.0 | | | 6.0 | | | (50.0 | ) | | 15.6 | | | 7.6 | | | - | |
Total | | $ | 430.0 | | $ | 386.9 | | | 11.1 | | $ | 1,353.7 | | $ | 1,055.0 | | | 28.3 | |
(1) | Operating expenses and operating profit includes one-time integration expenses of $32.9 million and $66.5 million for the three and twelve months ended December 31, 2005, respectively. Excluding these integration expenses, operating profit would have been as follows: |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In millions of dollars) | | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
Operating profit, excluding integration expenses | | | | | | | | | | | | | | | | | | | |
Wireless | | $ | 317.7 | | $ | 218.5 | | | 45.4 | | $ | 1,390.7 | | $ | 954.8 | | | 45.7 | |
Cable | | | 194.3 | | | 191.0 | | | 1.7 | | | 718.6 | | | 708.7 | | | 1.4 | |
Media | | | 39.0 | | | 55.2 | | | (29.3 | ) | | 127.8 | | | 115.4 | | | 10.7 | |
Telecom | | | 25.2 | | | - | | | - | | | 50.5 | | | - | | | - | |
Corporate items and eliminations | | | (29.8 | ) | | (9.8 | ) | | 204.1 | | | (77.6 | ) | | (40.3 | ) | | 92.6 | |
Total operating profit, excluding integration expenses | | $ | 546.4 | | $ | 454.9 | | | 20.1 | | $ | 2,210.0 | | $ | 1,738.6 | | | 27.1 | |
(2) | As defined. See the “Key Performance Indicators and Non-GAAP Measures” section. |
(3) | See the “Reconciliation of Operating Profit to Net Loss for the Period” section for details of these amounts. |
(4) | Wireless additions to property, plant and equipment (“PP&E”) include one-time capital expenditures related to Fido integration of $31.0 million and $92.5 million for the three and twelve months ended December 31, 2005, respectively. Excluding these integration expenditures, Wireless additions to PP&E would have been $174.1 million and $492.4 million for the three and twelve months ended December 31, 2005, respectively. |
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For discussions of the results of operations of each of these segments, refer to the respective segment sections of this release below.
Reconciliation of Operating Profit to Net Loss for the Period
The items listed below represent the consolidated income and expense amounts that are required to reconcile operating profit to the net loss for the period as defined under Canadian GAAP. For details of these amounts on a segment-by-segment basis and for an understanding of intersegment eliminations on consolidation, the following section should be read in conjunction with tables in the Supplemental Information section titled “Segmented Information”.
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In millions of dollars) | | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
Operating profit (1) | | $ | 513.5 | | $ | 450.5 | | | 14.0 | | $ | 2,143.6 | | $ | 1,734.2 | | | 23.6 | |
Depreciation and amortization | | | (400.7 | ) | | (340.1 | ) | | 17.8 | | | (1,478.0 | ) | | (1,092.6 | ) | | 35.3 | |
Operating income | | | 112.8 | | | 110.4 | | | 2.2 | | | 665.6 | | | 641.6 | | | 3.8 | |
Interest on long-term debt | | | (166.2 | ) | | (176.3 | ) | | (5.7 | ) | | (710.1 | ) | | (576.0 | ) | | 23.3 | |
Foreign exchange gain (loss) | | | (3.6 | ) | | 21.0 | | | - | | | 35.5 | | | (67.6 | ) | | - | |
Change in the fair value of derivative instruments | | | 1.8 | | | (1.3 | ) | | - | | | (25.2 | ) | | 26.8 | | | - | |
Loss on repayment of long-term debt | | | (10.2 | ) | | (7.9 | ) | | - | | | (11.2 | ) | | (28.2 | ) | | (60.3 | ) |
Other income (expense) | | | (9.0 | ) | | 26.0 | | | - | | | 3.0 | | | 19.3 | | | (84.5 | ) |
Income tax reduction (expense) | | | 7.7 | | | 4.9 | | | - | | | (2.2 | ) | | (3.4 | ) | | (35.3 | ) |
Non-controlling interest | | | - | | | (5.9 | ) | | - | | | - | | | (79.6 | ) | | - | |
Loss for the period | | $ | (66.7 | ) | $ | (29.1 | ) | | 129.2 | | $ | (44.6 | ) | $ | (67.1 | ) | | 33.5 | |
(1) | As defined. See the “Key Performance Indicators and Non-GAAP Measures” sections. |
Depreciation and Amortization Expense
The increase in depreciation and amortization during the three months ended December 31, 2005 compared to the corresponding period in 2004, is primarily due to the increase in the amortization of intangible assets which arose on the acquisition of Call-Net in the third quarter of 2005 and the acquisitions of Fido and the minority interests in Wireless in the fourth quarter of 2004. Amortization of intangibles totalled approximately $99.0 million in the three months ended December 31, 2005 compared to approximately $49.4 million in the corresponding period in 2004.
Operating Income
Our consolidated operating income of $112.8 million for the three months ended December 31, 2005 increased 2.2%, as compared to the corresponding period of 2004 due to the growth in Wireless and the inclusion of Telecom, offset by one-time integration expenses of $32.9 million and the increase in the amortization of intangibles assumed on acquisition.
Interest on Long-Term Debt
Interest expense of $166.2 million in the three months ended December 31, 2005 decreased by $10.1 million, compared to the corresponding period in 2004. This decrease was mainly due to a decrease in the weighted average interest rate for the three months ended December 31, 2005 compared to the corresponding period of 2004. The increased percentage of lower cost floating rate debt resulted from drawdowns under our bank credit facilities.
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Foreign Exchange Gain (Loss)
The $3.6 million foreign exchange loss in the three month period ended December 31, 2005 was primarily a result of the weakening of the Canadian dollar relative to that of the U.S. dollar from an exchange rate of $1.1611 as at September 30, 2005 to a rate of $1.1659 as at December 31, 2005 and the effect of this weakening on the US$726.9 million of long-term debt which is not hedged for accounting purposes. Conversely, the foreign exchange gain of $21.0 million in the fourth quarter of 2004 primarily reflected a strengthening of the Canadian dollar from an exchange rate of $1.2639 as at September 30, 2004 to a rate of $1.2036 as at December 31, 2004 and the impact on the portion of U.S. dollar-denominated debt that was not hedged for accounting purposes.
Change in Fair Value of Derivative Instruments
For the three months ended December 31, 2005, the gain of $1.8 million was a result of the weakening of the Canadian dollar relative to that of the U.S. dollar as described above and the resulting change in fair value of our cross-currency interest rate exchange agreements not accounted for as hedges. Conversely, for the three months ended December 31, 2004, the strengthening of the Canadian dollar as described above resulted in a loss of $1.3 million due to the change in the fair value of our cross-currency interest rate exchange agreements not accounted for as hedges.
Loss on Repayment of Long-Term Debt
During the three months ended December 31, 2005, Cable redeemed US$113.7 million of its 11% Senior Subordinated Guaranteed Debentures due 2015. Cable’s loss on redemption was $9.8 million including the premium on redemption as well as the write-off of the related deferred financing costs and deferred transitional loss. In the corresponding quarter in 2004, we wrote off related deferred financing costs of $7.9 million incurred in connection with the establishment and subsequent permanent repayment of $1,750 million bridge credit facility during the quarter in connection with our acquisition of certain interests in Wireless.
Other Income (Expense)
Other expenses of $9.0 million for three months ended December 31, 2005 include other equity income and losses from investments, gains on the sale of investments and writedowns required to reflect the other than temporary declines in the values of certain investments. The other income in the fourth quarter of 2004 includes investment income as well as a $8.9 million gain realized on the exchange of Cogeco Cable Inc. shares for shares of Cogeco Inc., and a $7.4 million dilution associated with stock option exercises at Wireless.
Income Tax Reduction (Expense)
The $7.7 million income tax reduction for the three months ended December 31, 2005 consists primarily of a current income tax expense of $0.9 million and the recognition of $8.6 million of future income tax benefits.
The current income tax expense of $0.9 million and the current income tax reduction of $4.9 million for the three months ended December 31, 2005 and 2004, respectively, consisted
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primarily of the Federal Large Corporations Tax. However, the 2004 balance also included a recovery of income taxes in respect of prior years.
In the fourth quarter of 2005, we determined it is more likely than not that we would realize the benefit of a portion of our future tax assets, which consist primarily of non-capital loss carryforwards. Accordingly, a future tax asset of $460.4 million was recognized. Since the majority of the future tax assets recognized relate to income tax assets of acquired entities, primarily Fido, the benefit was reflected as a reduction of goodwill in the amount of $451.8 million. The $8.6 million balance of the benefit was recorded as a future income tax reduction.
Non-Controlling Interest
Non-controlling interest in 2004 represented the portion of Wireless’ income attributable to its minority shareholders prior to our acquisition of the minority interests in the fourth quarter of 2004.
Net Loss and Loss per Share
We recorded a net loss of $66.7 million for the three months ended December 31, 2005, or basic loss per share of $0.22 (diluted - $0.22), compared to a net loss of $29.1 million or basic loss per share of $0.12 (diluted - $0.12) in the corresponding period of 2004. While we experienced growth in operating profit, a deferred income tax recovery, and lower interest expense during the three months ended December 31, 2005 relative to the corresponding period in 2004, the increased loss was due to one-time integration expenses, the amortization of intangibles assumed on acquisition and the fact that the prior year’s quarter reflects foreign exchange gains and other income totalling $47.0 million.
BASIS OF PRO FORMA INFORMATION
Certain financial and operating data information in this release has been prepared on a pro forma basis as if the transactions relating to Wireless and Fido, as described in our 2004 Annual MD&A, had occurred on January 1, 2003, and as if the acquisition of Telecom as described in this release, had occurred on January 1, 2004. Such information is based on our historical financial statements, the historical financial statements of Fido and Telecom, and the accounting for the respective business combinations.
Although we believe this presentation provides certain relevant contextual and comparative information for existing operations, the unaudited pro forma consolidated financial and operating data presented in this document is for illustrative purposes only and does not purport to represent what the results of operations actually would have been if the transactions had occurred on January 1, 2003, in the case of Wireless and Fido, and on January 1, 2004 in the case of Telecom, nor does it purport to project the results of operations for any future period.
This pro forma information reflects, among other things, adjustments to Fido and Telecom’s historically reported financial information to conform it to our accounting policies, the impacts of purchase accounting, and the impact of amortizing the deferred compensation expense arising on the exchange of employee stock options in RWCI into stock options to acquire Class B Non-Voting shares of RCI. The pro forma adjustments are based upon certain estimates and
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assumptions that we believe are reasonable. Accounting policies used in the preparation of these statements are those disclosed in our 2004 Annual Audited Consolidated Financial Statements and Notes thereto.
Certain tables in the sections below titled ‘Wireless Operating and Financial Results (Pro Forma)’, ‘Wireless Revenues and Subscribers (Pro Forma)’, ‘Telecom Operating and Financial Results (Pro Forma)’, ‘Telecom Subscribers (Pro Forma)’ present selected unaudited pro forma information.
OPERATING SEGMENT REVIEW
WIRELESS
Wireless Operating and Financial Results (Actual)
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In millions of dollars, except margin) | | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
Operating revenue | | | | | | | | | | | | | | | | | | | |
Postpaid (voice and data) | | $ | 917.4 | | $ | 682.6 | | | 34.4 | | $ | 3,383.5 | | $ | 2,361.1 | | | 43.3 | |
Prepaid | | | 53.2 | | | 41.5 | | | 28.2 | | | 209.6 | | | 116.7 | | | 79.6 | |
One-way messaging | | | 4.4 | | | 5.8 | | | (24.1 | ) | | 19.6 | | | 24.5 | | | (20.0 | ) |
Network revenue | | | 975.0 | | | 729.9 | | | 33.6 | | | 3,612.7 | | | 2,502.3 | | | 44.4 | |
Equipment sales | | | 123.4 | | | 83.7 | | | 47.4 | | | 393.9 | | | 281.2 | | | 40.1 | |
Total operating revenue | | | 1,098.4 | | | 813.6 | | | 35.0 | | | 4,006.6 | | | 2,783.5 | | | 43.9 | |
| | | | | | | | | | | | | | | | | | | |
Operating expenses (1) | | | | | | | | | | | | | | | | | | | |
Cost of equipment sales | | | 243.2 | | | 170.8 | | | 42.4 | | | 773.2 | | | 509.6 | | | 51.7 | |
Sales and marketing expenses | | | 193.5 | | | 159.3 | | | 21.5 | | | 603.8 | | | 444.4 | | | 35.9 | |
Operating, general and administrative expenses | | | 344.0 | | | 265.0 | | | 29.8 | | | 1,238.9 | | | 874.7 | | | 41.6 | |
Integration expenses (2) | | | 25.2 | | | 4.4 | | | - | | | 53.6 | | | 4.4 | | | - | |
Total operating expenses | | | 805.9 | | | 599.5 | | | 34.4 | | | 2,669.5 | | | 1,833.1 | | | 45.6 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit (1) | | | 292.5 | | | 214.1 | | | 36.6 | | | 1,337.1 | | | 950.4 | | | 40.7 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit margin as % of network revenue (1) | | | 30.0 | % | | 29.3 | % | | | | | 37.0 | % | | 38.0 | % | | | |
| | | | | | | | | | | | | | | | | | | |
Additions to property, plant and equipment ("PP&E") (3) | | $ | 205.1 | | $ | 133.4 | | | 53.7 | | $ | 584.9 | | $ | 439.2 | | | 33.2 | |
(1) | Wireless operating expenses and operating profit includes one-time integration expenses of $25.2 million and $53.6 million for the three and twelve months ended December 31, 2005, respectively. Excluding these integration expenses, operating profit would have been $317.7 million and $1,390.7 million for the three and twelve months ended December 31, 2005, respectively and $218.5 million and $954.8 million for the three and twelve months ended December 31, 2004, respectively. In addition, operating profit margin would have been 32.6% and 38.5% for the three and twelve months ended December 31, 2005, respectively and 29.9% and 38.2% for the three and twelve months ended December 31, 2004, respectively. See the “Key Performance Indicators and Non-GAAP Measures” section. |
(2) | Expenses incurred relate to the integration of Fido operations. |
(3) | Wireless additions to property, plant and equipment (“PP&E”) include one-time capital expenditures related to Fido integration of $31.0 million and $92.5 million for the three and twelve months ended December 31, 2005, respectively. Excluding these integration expenditures, Wireless additions to PP&E would have been $174.1 million and $492.4 million for the three and twelve months ended December 31, 2005, respectively. |
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Wireless Revenue and Subscribers (Actual)
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(Subscriber statistics in thousands, except ARPU, churn and usage) | | 2005 | | 2004 | | Chg | | % Chg | | 2005 | | 2004 | | Chg | | % Chg | |
Postpaid (Voice and Data) (1) | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross additions(2)(4) | | | 422.3 | | | 397.4 | | | 24.9 | | | 6.3 | | | 1,453.5 | | | 1,161.5 | | | 292.0 | | | 25.1 | |
Net additions(2)(3)(4) | | | 202.6 | | | 185.8 | | | 16.8 | | | 9.0 | | | 603.1 | | | 446.1 | | | 157.0 | | | 35.2 | |
Acquisition of Fido subscribers (5) | | | - | | | 752.0 | | | (752.0 | ) | | - | | | - | | | 752.0 | | | (752.0 | ) | | - | |
Total postpaid retail subscribers (3)(4) | | | 4,818.2 | | | 4,184.1 | | | 634.1 | | | 15.2 | | | 4,818.2 | | | 4,184.1 | | | 634.1 | | | 15.2 | |
Average monthly revenue per user ("ARPU")(6) | | $ | 65.05 | | $ | 60.52 | | $ | 4.53 | | | 7.5 | | $ | 63.56 | | $ | 59.50 | | $ | 4.06 | | | 6.8 | |
Average monthly usage (minutes) | | | 536 | | | 418 | | | 118 | | | 28.2 | | | 503 | | | 395 | | | 108 | | | 27.3 | |
Monthly churn(3) | | | 1.57 | % | | 1.89 | % | | (0.32 | %) | | (16.9 | ) | | 1.61 | % | | 1.81 | % | | (0.20 | %) | | (11.0 | ) |
Prepaid | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross additions(2) | | | 160.3 | | | 126.7 | | | 33.6 | | | 26.5 | | | 576.5 | | | 319.0 | | | 257.5 | | | 80.7 | |
Net additions(2)(7) | | | 13.7 | | | 58.9 | | | (45.2 | ) | | (76.7 | ) | | 15.7 | | | 32.5 | | | (16.8 | ) | | (51.7 | ) |
Acquisition of Fido subscribers(5) | | | - | | | 541.8 | | | (541.8 | ) | | - | | | - | | | 541.8 | | | (541.8 | ) | | - | |
Total prepaid retail subscribers | | | 1,349.8 | | | 1,334.1 | | | 15.7 | | | 1.2 | | | 1,349.8 | | | 1,334.1 | | | 15.7 | | | 1.2 | |
ARPU(6) | | $ | 13.30 | | $ | 13.01 | | $ | 0.29 | | | 2.2 | | $ | 13.20 | | $ | 11.88 | | $ | 1.32 | | | 11.1 | |
Monthly churn(7) | | | 3.68 | % | | 2.16 | % | | 1.52 | % | | 70.4 | | | 3.54 | % | | 2.94 | % | | 0.60 | % | | 20.4 | |
Total - Postpaid and Prepaid | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross additions(2)(4) | | | 582.6 | | | 524.1 | | | 58.5 | | | 11.2 | | | 2,030.0 | | | 1,480.5 | | | 549.5 | | | 37.1 | |
Net additions(2)(3)(4)(7) | | | 216.3 | | | 244.7 | | | (28.4 | ) | | (11.6 | ) | | 618.8 | | | 478.6 | | | 140.2 | | | 29.3 | |
Acquisition of Fido subscribers(5) | | | - | | | 1,293.8 | | | (1,293.8 | ) | | - | | | - | | | 1,293.8 | | | (1,293.8 | ) | | - | |
Total retail subscribers(3)(4) | | | 6,168.0 | | | 5,518.2 | | | 649.8 | | | 11.8 | | | 6,168.0 | | | 5,518.2 | | | 649.8 | | | 11.8 | |
ARPU (blended)(6) | | $ | 53.61 | | $ | 50.05 | | $ | 3.56 | | | 7.1 | | $ | 51.99 | | $ | 50.05 | | $ | 1.94 | | | 3.9 | |
Monthly churn(3)(7) | | | 2.04 | % | | 1.95 | % | | 0.09 | % | | 4.6 | | | 2.05 | % | | 2.03 | % | | 0.02 | % | | 1.0 | |
One-Way Messaging | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross additions | | | 4.9 | | | 5.6 | | | (0.7 | ) | | (12.5 | ) | | 23.0 | | | 29.0 | | | (6.0 | ) | | (20.7 | ) |
Net losses | | | (6.6 | ) | | (14.5 | ) | | 7.9 | | | (54.5 | ) | | (29.8 | ) | | (45.2 | ) | | 15.4 | | | (34.1 | ) |
Total one-way subscribers | | | 166.3 | | | 196.1 | | | (29.8 | ) | | (15.2 | ) | | 166.3 | | | 196.1 | | | (29.8 | ) | | (15.2 | ) |
ARPU(6) | | $ | 8.67 | | $ | 9.56 | | $ | (0.89 | ) | | (9.3 | ) | $ | 9.09 | | $ | 9.25 | | $ | (0.16 | ) | | (1.7 | ) |
Monthly churn | | | 2.25 | % | | 3.27 | % | | (1.02 | %) | | (31.2 | ) | | 2.43 | % | | 2.78 | % | | (0.35 | %) | | (12.6 | ) |
Wholesale (1) | | | | | | | | | | | | | | | | | | | | | | | | | |
Total wholesale subscribers | | | 107.7 | | | 91.2 | | | 16.5 | | | 18.1 | | | 107.7 | | | 91.2 | | | 16.5 | | | 18.1 | |
(1) | Effective at the beginning of fourth quarter 2004, on a prospective basis, wholesale subscribers are excluded from the postpaid subscriber figures. |
(2) | Subscriber activity includes Fido beginning November 9, 2004. |
(3) | Effective December 2004, voluntarily deactivating subscribers are required to continue billing and service for 30 days from the date termination is requested. This continued service period which is consistent with the subscriber agreement terms and conditions, resulted in approximately 15,900 additional net postpaid subscribers being included in the three and twelve month periods ended December 31, 2004. |
(4) | Total postpaid retail subscribers include approximately 31,000 subscribers acquired as part of the purchase of Telecom on July 1, 2005. These subscribers are not included in gross or net additions for the twelve months ended December 31, 2005. |
(5) | Fido subscriber base upon acquisition effective November 9, 2004. |
(6) | As defined. See the “Key Performance Indicators and Non-GAAP Measures” section. |
(7) | Effective November 9, 2004, the deactivation of prepaid subscribers acquired from Fido is recognized after 180 days of no usage to conform to the prepaid churn definition. This had the impact of decreasing prepaid subscriber net losses by approximately 12,000 and 44,000 in the twelve months ended December 31, 2005 and 2004, respectively, and reducing monthly prepaid churn by 0.10% and 0.45% for the twelve months ended December 31, 2005 and 2004, respectively. For the three months ended December 31, 2004, this had the impact of reducing prepaid subscriber net losses by approximately 44,000 and decreasing monthly prepaid churn by 1.39%. There was no impact in the three months ended December 31, 2005. |
Wireless Network Revenue (Actual)
Network revenue of $975.0 million accounted for 88.8% of total Wireless revenue in the three months ended December 31, 2005 and increased 33.6% from the corresponding period in 2004. This increase was driven by the acquisition of Fido’s subscriber base on November 9, 2004, the continued growth of Wireless’ subscriber base, and the increases in both postpaid and prepaid average monthly revenue per user (“ARPU”).
Rogers Communications Inc. | - 9 - | 4Q05 Earnings Press Release |
Net additions of postpaid voice and data subscribers were 202,600 for the fourth quarter of 2005 compared to 185,800 in the corresponding period of 2004. Prepaid subscriber net additions for the fourth quarter were 13,700 compared to 58,900 in the corresponding period of 2004. Wireless ended the quarter with a total of 6,168,000 retail wireless voice and data subscribers.
Postpaid voice and data ARPU was $65.05 for the fourth quarter of 2005, a 7.5% increase compared to the fourth quarter in 2004. ARPU has continued to benefit from higher data and roaming revenues and an increase in the penetration of optional services. As Canada’s only GSM/GPRS/EDGE provider, Wireless expects that it will continue to experience increases in outbound roaming revenues from its subscribers travelling outside of Canada, as well as strong growth in inbound roaming revenues from travelers to Canada who utilize Wireless’ network.
Wireless data revenue grew by 87.0% year-over-year, to $91.5 million for the three months ended December 31, 2005. Wireless data revenue represented approximately 9.4% of total network revenue in the fourth quarter of 2005 compared to 6.7% in the corresponding period of 2004, reflecting the continued rapid growth of Blackberry, Short Message Service (“SMS”) and Multimedia Messaging Service (“MMS”), downloadable ring tones, music, games, and other wireless data services and applications.
Prepaid ARPU was $13.30 for the fourth quarter of 2005, an increase of $0.29 compared to the fourth quarter in 2004. This increase was primarily a result of the acquisition of Fido’s higher ARPU prepaid subscriber base.
Monthly postpaid voice and data subscriber churn decreased to 1.57% in the three months ended December 31, 2005, from 1.89% in the corresponding period of 2004, as a result of Wireless’ proactive and targeted customer retention activities as well as from the increased network density and coverage quality resulting from the integration of the Fido GSM network.
Monthly prepaid churn increased to 3.68% for the three months ended December 31, 2005 from 2.16% in the corresponding period of 2004. If the adjustment for the 44,000 prepaid subscribers to conform Fido to the prepaid churn definition was not made, the monthly prepaid churn would only have increased from 3.55% for the three months ended December 31, 2004.
One-way messaging (paging) subscriber churn for the quarter decreased to 2.25% for the fourth quarter of 2005. One-way messaging ARPU decreased by 9.3% during the quarter. With 166,300 paging subscribers, Wireless continues to view paging as a profitable but mature business segment, and recognizes that churn will likely continue at relatively high rates as one-way messaging subscribers increasingly migrate to two-way messaging and converged voice and data services.
Wireless Equipment Revenue (Actual)
Revenue from equipment sales for the quarter, including activation fees and net of equipment subsidies, was $123.4 million, up 47.4% from the corresponding period in 2004. The year-over-year increase reflects the higher volume of gross additions and handset upgrades associated with subscriber retention programs combined with the generally higher price points of more sophisticated handsets and devices.
Rogers Communications Inc. | - 10 - | 4Q05 Earnings Press Release |
Wireless Operating Expenses (Actual)
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In millions of dollars, except per subscriber statistics) | | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
Operating expenses | | | | | | | | | | | | | | | | | | | |
Cost of equipment sales | | $ | 243.2 | | $ | 170.8 | | | 42.4 | | $ | 773.2 | | $ | 509.6 | | | 51.7 | |
Sales and marketing expenses | | | 193.5 | | | 159.3 | | | 21.5 | | | 603.8 | | | 444.4 | | | 35.9 | |
Operating, general and administrative expenses | | | 344.0 | | | 265.0 | | | 29.8 | | | 1,238.9 | | | 874.7 | | | 41.6 | |
Integration expenses (1) | | | 25.2 | | | 4.4 | | | - | | | 53.6 | | | 4.4 | | | - | |
Total operating expenses | | $ | 805.9 | | $ | 599.5 | | | 34.4 | | $ | 2,669.5 | | $ | 1,833.1 | | | 45.6 | |
| | | | | | | | | | | | | | | | | | | |
Average monthly operating expense per subscriber before sales and marketing expenses(2) | | $ | 23.26 | | $ | 20.28 | | | 14.7 | | $ | 20.78 | | $ | 18.99 | | | 9.4 | |
| | | | | | | | | | | | | | | | | | | |
Sales and marketing costs per gross subscriber addition (2) | | $ | 425 | | $ | 397 | | | 7.1 | | $ | 387 | | $ | 372 | | | 4.0 | |
(1) | Expenses incurred related to the integration of the operations of Fido. |
(2) | Includes integration expenses for respective periods; As calculated in the “Key Performance Indicators and Non-GAAP Measures” section. |
The acquisition of Fido accounted for approximately 35.4% of the increase in Wireless operating expenses for the fourth quarter. Since Fido was acquired on November 9, 2004, the prior period only includes Fido financial results for 53 days.
Cost of equipment sales increased by $72.4 million for the fourth quarter of 2005 compared to the fourth quarter of 2004. The increase reflects the growing volume of subscriber gross additions and handset upgrades as well as the acquisition of Fido.
Sales and marketing expenses increased by $34.2 million for the fourth quarter of 2005 compared to the fourth quarter of 2004. The majority of the fourth quarter increase is due to the acquisition of Fido, which increased gross additions, compared to the corresponding period in the prior year. Wireless marketing efforts during the fourth quarter of 2005 included targeted programs to acquire high value customers on longer term contracts, including the successful Motorola RAZR V3 phone campaign, resulting in increases in the sales and marketing costs per gross addition.
Total retention spending (including subsidies on handset upgrades) was $89.4 million in the fourth quarter of 2005 compared to $61.3 million in the corresponding period in 2004. Retention spending, on both an absolute and a per subscriber basis, is expected to continue to grow as wireless market penetration in Canada deepens and wireless number portability (“WNP”) becomes available in March 2007, as recently mandated by the Canadian Radio-television and Telecommunications Commission (“CRTC”) on December 20, 2005.
Operating, general and administrative expenses increased by $79.0 million for the fourth quarter of 2005 compared to the corresponding period of 2004. The increase is a result of the acquisition of Fido, which accounted for 36.3% of the increase, along with increases in retention spending and growth in network operating expenses to accommodate the growth in the Wireless subscriber base and usage. In addition, operating, general and administrative expenses in the fourth quarter of 2005 include $8.6 million relating to a proposed provincial sales tax assessment received during the quarter. These increased costs were offset by savings related to more favourable roaming arrangements and operating and scale efficiencies across various functions.
Rogers Communications Inc. | - 11 - | 4Q05 Earnings Press Release |
Wireless incurred $25.2 million during the quarter for integration expenses associated with the Fido acquisition. These integration expenses have been recorded within operating expenses. See the section below entitled “Update on Fido Integration” for more details on integration costs incurred, including those costs recorded within PP&E expenditures and as part of the purchase accounting.
The $2.98 year-over-year increase in average monthly operating expense per subscriber for the fourth quarter, excluding sales and marketing expenses and including integration expenses, reflects Wireless’ increased spending on handset upgrades associated with targeted retention programs and the impact of integration expenses resulting from the acquisition of Fido. Excluding integration expenses, average monthly operating expense per subscriber excluding sales and marketing expenses for the fourth quarter would have been $21.91 compared to $19.99 in the corresponding period of 2004.
Wireless Operating Profit (Actual)
Operating profit grew by $78.4 million, or 36.6%, to $292.5 million in the three months ended December 31, 2005 from $214.1 million in the corresponding period of 2004, due to network revenue growth of 33.6%, offset by the growth in operating expenses. Excluding integration expenses, operating profit was $317.7 million for the three months ended December 31, 2005, an increase of 45.4% compared to the corresponding period of 2004.
Wireless Additions to Property, Plant and Equipment (Actual)
Wireless additions to PP&E are classified into the following categories:
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In millions of dollars) | | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
Additions to PP&E | | | | | | | | | | | | | | | | | | | |
Network - capacity | | $ | 82.1 | | $ | 42.8 | | | 91.8 | | $ | 285.7 | | $ | 222.1 | | | 28.6 | |
Network - other | | | 54.1 | | | 50.4 | | | 7.3 | | | 117.2 | | | 125.7 | | | (6.8 | ) |
Information technology and other | | | 37.9 | | | 40.2 | | | (5.7 | ) | | 89.5 | | | 91.4 | | | (2.1 | ) |
Integration of Fido(1) | | | 31.0 | | | - | | | - | | | 92.5 | | | - | | | - | |
Total additions to PP&E | | $ | 205.1 | | $ | 133.4 | | | 53.7 | | $ | 584.9 | | $ | 439.2 | | | 33.2 | |
(1) | Wireless additions to PP&E include one-time capital expenditures related to Fido integration of $31.0 million and $92.5 million for the three and twelve months ended December 31, 2005, respectively. Excluding these integration expenditures, Wireless additions to PP&E would have been $174.1 million and $492.4 million for the three and twelve months ended December 31, 2005, respectively |
The $205.1 million of additions to Wireless PP&E for the fourth quarter reflect spending on network capacity and quality enhancements. Additions to PP&E in the three months ended December 31, 2005 also include $31.0 million of expenditures related to the Fido integration.
Network-related additions to PP&E in the fourth quarter of 2005 primarily reflect capacity expansion of the GSM/GPRS network and transmission. The remaining network-related additions to PP&E relate primarily to technical upgrade projects, including new cell sites, operational support systems and the addition of new services. Other additions to PP&E reflect information technology initiatives and other facilities and equipment.
Rogers Communications Inc. | - 12 - | 4Q05 Earnings Press Release |
As discussed in the 2006 Guidance section, in early 2006, Wireless will begin deploying a third generation ("3G") wireless network based upon the UMTS/HSDPA (Universal Mobile Telephone System /High Speed Downlink Packet Access) standard, that Wireless expects will provide data speeds that are superior to those offered by other 3G wireless technologies and which will enable Wireless to add incremental voice and data capacity at significantly lower costs.
Update on Fido Integration
The integration of Fido continued to progress during the three months ended December 31, 2005. To date, Wireless has successfully completed the integration of the Fido GSM network across the country, as well as completed the migration of the Fido postpaid and prepaid subscriber bases onto the Wireless billing systems. The integration of other back office systems was substantially completed in the fourth quarter of 2005.
During the fourth quarter, further adjustments of $5.7 million were made to the purchase price allocation from that recorded on a preliminary basis at December 31, 2004 to reflect finalization of fair value of net assets acquired. These are in addition to the overall $61.5 million increase in the fair value of net assets acquired reflected during the first nine months of 2005. The estimated liabilities for Fido restructuring costs accrued as part of the purchase price allocation have decreased by a total of $55.7 million from $129.0 million recorded at December 31, 2004 to $73.3 million due to revisions to the restructuring plan. The adjustments to these liabilities assumed on acquisition and the payments made in the twelve months ended December 31, 2005 are as follows:
| | As at | | | | | | | | As at | |
| | December 31, | | | | Revised | | | | December 31, | |
(In millions of dollars) | | 2004 | | Adjustments | | Liabilities | | Payments | | 2005 | |
Network decommissioning and restoration costs | | $ | 52.8 | | $ | (18.5 | ) | $ | 34.3 | | $ | (18.5 | ) | $ | 15.8 | |
Lease and other contract termination costs | | | 48.3 | | | (21.6 | ) | | 26.7 | | | (23.0 | ) | | 3.7 | |
Involuntary severance | | | 27.9 | | | (15.6 | ) | | 12.3 | | | (10.2 | ) | | 2.1 | |
Liabilities assumed on acquisition | | $ | 129.0 | | $ | (55.7 | ) | $ | 73.3 | | $ | (51.7 | ) | $ | 21.6 | |
Total severance and retention payments to Fido employees are estimated to be approximately $21.0 million, of which $12.3 million is accrued as part of the restructuring costs in the purchase price allocation. Of the remaining $8.7 million that are treated as integration expenses when paid, $5.7 million has been incurred as of December 31, 2005.
During the three months ended December 31, 2005, $71.6 million of integration costs were incurred as follows:
Rogers Communications Inc. | - 13 - | 4Q05 Earnings Press Release |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In millions of dollars) | | 2005 | | 2004 | | 2005 | | 2004 | |
Payment of liabilities assumed on acquisition | | $ | 15.4 | | $ | - | | $ | 51.7 | | $ | - | |
Integration expenses included in operating expenses | | | 25.2 | | | 4.4 | | | 53.6 | | | 4.4 | |
Integration related additions to property, plant and equipment | | | 31.0 | | | - | | | 92.5 | | | - | |
Total integration costs incurred | | $ | 71.6 | | $ | 4.4 | | $ | 197.8 | | $ | 4.4 | |
Summarized Consolidated Financial Results - Pro Forma Analysis
As discussed previously under “Basis of Pro Forma Information”, the pro forma information below has been prepared as if the transactions relating to Wireless and Fido had occurred on January 1, 2003. The pro forma comparative amounts reflect the harmonization of Fido’s accounting policies with ours.
The tables below present selected unaudited pro forma information.
Wireless Operating and Financial Results (Pro Forma)
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
| | 2005 | | 2004 | | | | 2005 | | 2004 | | | |
(In millions of dollars, except margin) | | Actual | | Pro Forma | | % Chg | | Actual | | Pro Forma | | % Chg | |
Operating revenue | | | | | | | | | | | | | | | | | | | |
Postpaid (voice and data) | | $ | 917.4 | | $ | 741.6 | | | 23.7 | | $ | 3,383.5 | | $ | 2,769.8 | | | 22.2 | |
Prepaid | | | 53.2 | | | 52.8 | | | 0.8 | | | 209.6 | | | 216.4 | | | (3.1 | ) |
One-way messaging | | | 4.4 | | | 5.8 | | | (24.1 | ) | | 19.6 | | | 24.5 | | | (20.0 | ) |
Network revenue | | | 975.0 | | | 800.2 | | | 21.8 | | | 3,612.7 | | | 3,010.7 | | | 20.0 | |
Equipment sales | | | 123.4 | | | 88.7 | | | 39.1 | | | 393.9 | | | 321.2 | | | 22.6 | |
Total operating revenue | | $ | 1,098.4 | | $ | 888.9 | | | 23.6 | | $ | 4,006.6 | | $ | 3,331.9 | | | 20.2 | |
| | | | | | | | | | | | | | | | | | | |
Operating expenses(1) | | | | | | | | | | | | | | | | | | | |
Cost of equipment sales | | $ | 243.2 | | $ | 166.8 | | | 45.8 | | $ | 773.2 | | $ | 625.6 | | | 23.6 | |
Sales and marketing expenses | | | 193.5 | | | 193.7 | | | (0.1 | ) | | 603.8 | | | 549.1 | | | 10.0 | |
Operating, general and administrative expenses | | | 344.0 | | | 303.8 | | | 13.2 | | | 1,238.9 | | | 1,141.5 | | | 8.5 | |
Integration expenses(2) | | | 25.2 | | | 4.4 | | | - | | | 53.6 | | | 4.4 | | | - | |
Total operating expenses | | $ | 805.9 | | $ | 668.7 | | | 20.5 | | $ | 2,669.5 | | $ | 2,320.6 | | | 15.0 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit (1) | | | 292.5 | | | 220.2 | | | 32.8 | | | 1,337.1 | | | 1,011.3 | | | 32.2 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit margin as % of network revenue(1) | | | 30.0 | % | | 27.5 | % | | | | | 37.0 | % | | 33.6 | % | | | |
| | | | | | | | | | | | | | | | | | | |
Additions to property, plant and equipment ("PP&E")(3) | | $ | 205.1 | | $ | 170.1 | | | 20.6 | | $ | 584.9 | | $ | 674.1 | | | (13.2 | ) |
(1) | Wireless operating expenses and operating profit includes one-time integration expenses of $25.2 million and $53.6 million for the three and twelve months ended December 31, 2005, respectively. Excluding these integration expenses, operating profit would have been $317.7 million and $1,390.7 million for the three and twelve months ended December 31, 2005, respectively and $224.6 million and $1,015.7 million for the three and twelve months ended December 31, 2004, respectively. In addition, operating profit margin would have been 32.6% and 38.5% for the three months and twelve months ended December 31, 2005, respectively and 28.1% and 33.7% for the three and twelve months ended December 31, 2004, respectively. See the “Key Performance Indicators and Non-GAAP Measures” section. |
(2) | Expenses incurred related to the integration of the operations of Fido. |
(3) | Wireless additions to property, plant and equipment (“PP&E”) include one-time capital expenditures related to Fido integration of $31.0 million and $92.5 million for the three and twelve months ended December 31, 2005, respectively. Excluding these integration expenditures, Wireless additions to PP&E would have been $174.1 million and $492.4 million for the three and twelve months ended December 31, 2005, respectively. |
Rogers Communications Inc. | - 14 - | 4Q05 Earnings Press Release |
Wireless Revenue and Subscribers (Pro Forma)
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
| | 2005 | | 2004 | | | | | | 2005 | | 2004 | | | | | |
(Subscriber statistics in thousands, except ARPU and churn) | | Actual | | Pro Forma | | Chg | | % Chg | | Actual | | Pro Forma | | Chg | | % Chg | |
Postpaid (Voice and Data)(1) | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross additions | | | 422.3 | | | 444.4 | | | (22.1 | ) | | (5.0 | ) | | 1,453.5 | | | 1,493.7 | | | (40.2 | ) | | (2.7 | ) |
Net additions(2) | | | 202.6 | | | 208.1 | | | (5.5 | ) | | (2.6 | ) | | 603.1 | | | 605.9 | | | (2.8 | ) | | (0.5 | ) |
Total postpaid retail subscribers(2)(4) | | | 4,818.2 | | | 4,184.1 | | | 634.1 | | | 15.2 | | | 4,818.2 | | | 4,184.1 | | | 634.1 | | | 15.2 | |
ARPU(3) | | $ | 65.05 | | $ | 60.86 | | $ | 4.19 | | | 6.9 | | $ | 63.56 | | $ | 59.74 | | $ | 3.82 | | | 6.4 | |
Monthly churn(2) | | | 1.57 | % | | 1.95 | % | | (0.38 | %) | | (19.5 | ) | | 1.61 | % | | 1.93 | % | | (0.32 | %) | | (16.6 | ) |
Prepaid | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross additions | | | 160.3 | | | 149.6 | | | 10.7 | | | 7.2 | | | 576.5 | | | 498.0 | | | 78.5 | | | 15.8 | |
Net additions (losses)(5) | | | 13.7 | | | 54.8 | | | (41.1 | ) | | (75.0 | ) | | 15.7 | | | (3.8 | ) | | 19.5 | | | - | |
Adjustment to the subscriber base(6) | | | - | | | - | | | - | | | - | | | - | | | (74.8 | ) | | 74.8 | | | - | |
Total prepaid retail subscribers | | | 1,349.8 | | | 1,334.1 | | | 15.7 | | | 1.2 | | | 1,349.8 | | | 1,334.1 | | | 15.7 | | | 1.2 | |
ARPU(3) | | $ | 13.30 | | $ | 13.62 | | $ | (0.32 | ) | | (2.3 | ) | $ | 13.20 | | $ | 13.67 | | $ | (0.47 | ) | | (3.4 | ) |
Monthly churn(5) | | | 3.68 | % | | 2.47 | % | | 1.21 | % | | 49.0 | | | 3.54 | % | | 3.17 | % | | 0.37 | % | | 11.7 | |
Total - Postpaid and Prepaid | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross additions | | | 582.6 | | | 594.0 | | | (11.4 | ) | | (1.9 | ) | | 2,030.0 | | | 1,991.7 | | | 38.3 | | | 1.9 | |
Net additions(2)(5) | | | 216.3 | | | 262.9 | | | (46.6 | ) | | (17.7 | ) | | 618.8 | | | 602.1 | | | 16.7 | | | 2.8 | |
Adjustment to the subscriber base(6) | | | - | | | - | | | - | | | - | | | - | | | (74.8 | ) | | 74.8 | | | - | |
Total retail subscribers(2)(4)(5) | | | 6,168.0 | | | 5,518.2 | | | 649.8 | | | 11.8 | | | 6,168.0 | | | 5,518.2 | | | 649.8 | | | 11.8 | |
ARPU (blended)(3) | | $ | 53.61 | | $ | 49.45 | | $ | 4.16 | | | 8.4 | | $ | 51.99 | | $ | 48.01 | | $ | 3.98 | | | 8.3 | |
Monthly churn(2)(5) | | | 2.04 | % | | 2.07 | % | | (0.03 | %) | | (1.4 | ) | | 2.05 | % | | 2.25 | % | | (0.20 | %) | | (8.9 | ) |
Wholesale (1) | | | | | | | | | | | | | | | | | | | | | | | | | |
Total wholesale subscribers | | | 107.7 | | | 91.2 | | | 16.5 | | | 18.1 | | | 107.7 | | | 91.2 | | | 16.5 | | | 18.1 | |
(1) | Effective at the beginning of the fourth quarter 2004, on a prospective basis, wholesale subscribers are excluded from the postpaid subscriber figures. |
(2) | Effective December 2004, voluntarily deactivating wireless subscribers are required to continue billing and service for 30 days from the date termination is requested. This continued service period, which is consistent with the subscriber agreement terms and conditions, resulted in approximately 15,900 additional net postpaid subscribers being included in the three and twelve month periods ended December 31, 2004. |
(3) | As defined. See the “Key Performance Indicators and Non-GAAP Measures” section. |
(4) | Total postpaid retail subscribers include approximately 31,000 subscribers acquired as part of the purchase of Telecom on July 1, 2005. These subscribers are not included in gross or net additions for the twelve months ended December 31, 2005. |
(5) | Effective November 9, 2004, the deactivation of prepaid subscribers acquired from Fido is recognized after 180 days of no usage to conform to the prepaid churn definition. This had the impact of decreasing prepaid subscriber net losses by approximately 12,000 and 44,000 in the twelve months ended December 31, 2005 and 2004, respectively, and reducing monthly prepaid churn by 0.10% and 0.28% for the twelve months ended December 31, 2005 and 2004, respectively. For the three months ended December 31, 2004, this had the impact of reducing prepaid subscriber net losses by approximately 44,000 and decreasing monthly prepaid churn by 1.15%. There was no impact in the three months ended December 31, 2005. |
(6) | At the beginning of the second quarter of 2004, Fido removed 74,800 inactive prepaid customers from the retail subscriber base. This adjustment was not reflected in the calculation of prepaid and blended churn rates or in net additions (losses) and these operating statistics are presented net of such adjustments. |
Wireless Network Revenue (Pro Forma)
The pro forma quarterly network revenue increase of 21.8% over the fourth quarter of 2004 reflects the 11.8% increase in the number of retail wireless voice and data subscribers from December 31, 2004 combined with the 8.4% year over year increase in quarterly blended postpaid and prepaid ARPU.
Wireless added 202,600 net postpaid voice and data subscribers for the quarter compared to 208,100 on a pro forma basis in the fourth quarter of 2004, while prepaid voice subscriber net additions were 13,700 for the quarter compared to 54,800 on a pro forma basis in the fourth quarter of 2004.
Rogers Communications Inc. | - 15 - | 4Q05 Earnings Press Release |
The 6.9% fourth quarter growth in pro forma postpaid ARPU reflects the continued growth of both wireless data and roaming revenues as well as an increase in the penetration of optional services. As Canada’s only GSM/GPRS/EDGE provider, Wireless expects that it will continue to experience increases in outbound roaming revenues from its subscribers travelling outside of Canada, as well as strong growth in inbound roaming revenues from visitors to Canada who utilize its network, as global wireless usage continues to increase.
Wireless pro forma data revenue grew by 79.0% year-over-year, to $91.5 million for the three months ended December 31, 2005. Wireless data revenues represented approximately 9.4% of network revenue in the fourth quarter of 2005 compared to 6.4% of pro forma network revenue in the fourth quarter of 2004, reflecting the continued rapid growth of Blackberry, SMS and MMS, downloadable ring tones, music, games, and other wireless data services and applications.
Prepaid ARPU for the fourth quarter of 2005 decreased on a pro forma basis by 2.3% versus 2004 to $13.30. The decline primarily reflects the increased focus by Fido on higher revenue postpaid subscribers and the introduction of competitive prepaid offerings into the market.
Monthly postpaid voice and data subscriber churn decreased to 1.57% for the quarter from the pro forma rate of 1.95% in the fourth quarter of 2004 as a result of Wireless’ proactive and targeted customer retention activities as well as from the increased network density and coverage quality resulting from the integration of the Fido GSM network.
Monthly prepaid churn increased to 3.68% in the fourth quarter of 2005 from the pro forma rate of 2.47% in the fourth quarter of 2004. If the adjustment for the 44,000 prepaid subscribers to conform Fido to the prepaid churn definition was not made, the monthly prepaid churn would only have increased slightly on a pro forma basis from 3.62% for the fourth quarter of 2004.
Wireless Operating Expenses (Pro Forma)
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
| | 2005 | | 2004 | | | | 2005 | | 2004 | | | |
(In millions of dollars, except per subscriber statistics) | | Actual | | Pro Forma | | % Chg | | Actual | | Pro Forma | | % Chg | |
Operating expenses | | | | | | | | | | | | | | | | | | | |
Cost of equipment sales | | $ | 243.2 | | $ | 166.8 | | | 45.8 | | $ | 773.2 | | $ | 625.6 | | | 23.6 | |
Sales and marketing expenses | | | 193.5 | | | 193.7 | | | (0.1 | ) | | 603.8 | | | 549.1 | | | 10.0 | |
Operating, general and administrative expenses | | | 344.0 | | | 303.8 | | | 13.2 | | | 1,238.9 | | | 1,141.5 | | | 8.5 | |
Integration expenses(1) | | | 25.2 | | | 4.4 | | | - | | | 53.6 | | | 4.4 | | | - | |
Total operating expenses | | $ | 805.9 | | $ | 668.7 | | | 20.5 | | $ | 2,669.5 | | $ | 2,320.6 | | | 15.0 | |
| | | | | | | | | | | | | | | | | | | |
Average monthly operating expense per subscriber before sales and marketing expenses(2) | | $ | 23.26 | | $ | 20.73 | | | 12.2 | | $ | 20.78 | | $ | 19.70 | | | 5.5 | |
| | | | | | | | | | | | | | | | | | | |
Sales and marketing costs per gross subscriber addition(2) | | $ | 425 | | $ | 391 | | | 8.7 | | $ | 387 | | $ | 357 | | | 8.4 | |
(1) | Expenses incurred related to the integration of the operations of Fido. |
(2) | As defined. See the “Key Performance Indicators and Non-GAAP Measures” section. |
The increase in the cost of equipment sales for the fourth quarter period of 2005 over the pro forma cost of equipment sales for the corresponding period in 2004 reflects higher priced handset upgrades.
Rogers Communications Inc. | - 16 - | 4Q05 Earnings Press Release |
Wireless marketing efforts during the fourth quarter of 2005 included targeted programs to acquire high value customers on longer term contracts, including the successful Motorola RAZR V3 phone campaign, resulting in an 8.7% pro forma increase in Wireless’ sales and marketing costs per gross addition to $425 for the fourth quarter.
Total retention spending (including subsidies on handset upgrades) was $89.4 million in the fourth quarter of 2005 compared to $63.1 million on a pro forma basis in the corresponding period in 2004. Retention spending, on both an absolute and a per subscriber basis, is expected to continue to grow as wireless market penetration in Canada deepens and WNP becomes available in March 2007, as recently mandated by the CRTC on December 20, 2005.
The year-over-year increase in fourth quarter operating, general and administrative expenses on a pro forma basis of $40.2 million is primarily attributable to the increases in retention spending and growth in network operating expenses to accommodate the growth in the Wireless subscriber base and usage. In addition, the increase includes $8.6 million relating to a proposed provincial sales tax assessment received during the quarter. These costs were offset by savings related to more favourable roaming arrangements and operating and scale efficiencies across various functions.
The $2.53 year-over-year increase in average monthly operating expense per subscriber, excluding sales and marketing expenses and including integration expenses, on a pro forma basis, in the fourth quarter of 2005 reflects Wireless’ increased spending on handset upgrades associated with targeted retention programs and the impact of integration expenses resulting from the acquisition of Fido. Excluding integration expenses, average monthly operating expense per subscriber excluding sales and marketing expenses on a pro forma basis for the fourth quarter would have been $21.91 compared to $20.46 in the corresponding period of 2004.
Wireless Operating Profit (Pro Forma)
Operating profit increased by $72.3 million in the fourth quarter of 2005, or 32.8%, over operating profit on a pro forma basis for the fourth quarter of 2004 due to network revenue growth of 21.8%, offset by the growth in operating expenses, on a pro forma basis. This resulted in an increase in the operating profit margin to 30.0% from 27.5% on a pro forma basis in 2004. Excluding integration expenses, operating profit was $317.7 million for the fourth quarter of 2005, an increase of 41.5% compared to the corresponding period of 2004 on a pro forma basis.
Wireless Additions to Property, Plant and Equipment (Pro Forma)
The following table presents actual and pro forma information of Wireless additions to property, plant and equipment.
Rogers Communications Inc. | - 17 - | 4Q05 Earnings Press Release |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
| | 2005 | | 2004 | | | | 2005 | | 2004 | | | |
(In millions of dollars) | | Actual | | Pro Forma | | % Chg | | Actual | | Pro Forma | | % Chg | |
Additions to PP&E | | | | | | | | | | | | | | | | | | | |
Network - capacity | | $ | 82.1 | | $ | 113.7 | | | (27.8 | ) | $ | 285.7 | | $ | 450.8 | | | (36.6 | ) |
Network - other | | | 54.1 | | | 30.1 | | | 79.7 | | | 117.2 | | | 119.1 | | | (1.6 | ) |
Information technology and other | | | 37.9 | | | 26.3 | | | 44.1 | | | 89.5 | | | 104.2 | | | (14.1 | ) |
Integration of Fido | | | 31.0 | | | - | | | - | | | 92.5 | | | - | | | - | |
Total additions to PP&E | | $ | 205.1 | | $ | 170.1 | | | 20.6 | | $ | 584.9 | | $ | 674.1 | | | (13.2 | ) |
Additions to PP&E for the fourth quarter of 2005 increased by $35.0 million versus pro forma additions to property, plant and equipment in the fourth quarter of 2004. Additions to PP&E in the three months ended December 31, 2005 include $31.0 million of expenditures related to the Fido integration. Excluding $31.0 million of capital expenditures related to integration, additions to property, plant and equipment would have been $174.1 million for the three months ended December 31, 2005, relatively unchanged since last year.
CABLE
Cable Operating and Financial Results
| | Three Months Ended Dec. 31, | | Twelve Months Ended Dec. 31, | |
(In millions of dollars, except margin) | | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
Operating revenue | | | | | | | | | | | | | | | | | | | |
Core cable (1) | | $ | 339.8 | | $ | 319.9 | | | 6.2 | | $ | 1,303.9 | | $ | 1,253.1 | | | 4.1 | |
Internet | | | 118.6 | | | 100.7 | | | 17.7 | | | 440.7 | | | 378.9 | | | 16.3 | |
Total cable revenue | | | 458.4 | | | 420.6 | | | 9.0 | | | 1,744.6 | | | 1,632.0 | | | 6.9 | |
Video Stores | | | 91.5 | | | 88.7 | | | 3.2 | | | 326.9 | | | 317.0 | | | 3.1 | |
Intercompany eliminations | | | (0.6 | ) | | (0.9 | ) | | (33.3 | ) | | (3.8 | ) | | (3.3 | ) | | 15.2 | |
Total operating revenue | | | 549.3 | | | 508.4 | | | 8.0 | | | 2,067.7 | | | 1,945.7 | | | 6.3 | |
| | | | | | | | | | | | | | | | | | | |
Operating expenses (2) | | | | | | | | | | | | | | | | | | | |
Cost of Video Stores sales | | | 48.6 | | | 40.0 | | | 21.5 | | | 157.5 | | | 145.9 | | | 8.0 | |
Sales and marketing expenses | | | 64.3 | | | 62.9 | | | 2.2 | | | 262.8 | | | 248.7 | | | 5.7 | |
Operating, general and administrative expenses | | | 242.7 | | | 215.4 | | | 12.7 | | | 932.6 | | | 845.7 | | | 10.3 | |
Intercompany eliminations | | | (0.6 | ) | | (0.9 | ) | | (33.3 | ) | | (3.8 | ) | | (3.3 | ) | | 15.2 | |
Total operating expense | | | 355.0 | | | 317.4 | | | 11.8 | | | 1,349.1 | | | 1,237.0 | | | 9.1 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit (3) | | | | | | | | | | | | | | | | | | | |
Cable | | | 190.2 | | | 180.7 | | | 5.3 | | | 700.6 | | | 680.6 | | | 2.9 | |
Video Stores | | | 4.1 | | | 10.3 | | | (60.2 | ) | | 18.0 | | | 28.1 | | | (35.9 | ) |
Total operating profit | | | 194.3 | | | 191.0 | | | 1.7 | | | 718.6 | | | 708.7 | | | 1.4 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit margin: (3) | | | | | | | | | | | | | | | | | | | |
Cable | | | 41.5 | % | | 43.0 | % | | | | | 40.2 | % | | 41.7 | % | | | |
Video Stores | | | 4.5 | % | | 11.6 | % | | | | | 5.5 | % | | 8.9 | % | | | |
| | | | | | | | | | | | | | | | | | | |
Additions to property, plant and equipment ("PP&E") | | $ | 204.9 | | $ | 243.3 | | | (15.8 | ) | $ | 676.2 | | $ | 587.9 | | | 15.0 | |
(1) | Included in core cable revenue, total cable revenue, and total operating revenue are incremental revenues related to Rogers Home Phone (“RHP”) of $3.8 million and $4.9 million for the three and twelve months ended December 31, 2005, respectively. Excluding the impact of RHP revenue, core cable revenue growth would have been 5.1% and 3.7% for the three and twelve months ended December 31, 2005, respectively. |
(2) | Included in total operating expenses are incremental costs related to RHP of $9.9 million and $19.2 million, for the three and twelve months ended December 31, 2005, respectively. Excluding the impact of RHP costs, total operating expense growth would have been 8.7% and 7.5% for the three and twelve months ended December 31, 2005, respectively. |
Rogers Communications Inc. | - 18 - | 4Q05 Earnings Press Release |
(3) | As defined. See the “Key Performance Indicators and Non-GAAP Measures” section. Cable operating profit and operating profit margin calculated above includes the impact of RHP. Excluding this impact, Cable operating profit would have been $196.3 million and $714.9 million for the three and twelve months ended December 31, 2005, respectively. Excluding the impact of RHP during the quarter on Core Cable results, operating profit would have increased by 8.6% and the Core Cable operating margin would have been 43.2% for the three months period ended December 31, 2005, compared to 43.0% in the corresponding period of 2004. |
Cable Revenue and Subscribers
| | Three Months Ended Dec. 31, | | Twelve Months Ended Dec. 31, | |
(Subscriber statistics in thousands, except ARPU) | | 2005 | | 2004 | | Chg | | % Chg | | 2005 | | 2004 | | Chg | | % Chg | |
Homes passed | | | | | | | | | | | | | | | 3,387.5 | | | 3,291.1 | | | 96.4 | | | 2.9 | |
Customer relationships (1) | | | | | | | | | | | | | | | 2,413.0 | | | 2,355.9 | | | 57.1 | | | 2.4 | |
Customer relationships, net additions (3) | | | 23.8 | | | 15.1 | | | 8.7 | | | 57.5 | | | 57.1 | | | 16.6 | | | 40.5 | | | - | |
Basic cable subscribers | | | | | | | | | | | | | | | 2,263.8 | | | 2,254.6 | | | 9.2 | | | 0.4 | |
Basic cable, net additions/ (losses) (3) | | | 8.0 | | | 5.9 | | | 2.1 | | | 35.6 | | | 9.2 | | | (14.8 | ) | | 24.0 | | | - | |
Core cable ARPU (2) | | $ | 49.54 | | $ | 47.35 | | $ | 2.19 | | | 4.6 | | $ | 48.09 | | $ | 46.29 | | $ | 1.80 | | | 3.9 | |
Internet subscribers | | | | | | | | | | | | | | | 1,145.1 | | | 936.6 | | | 208.5 | | | 22.3 | |
Internet, net additions (3) | | | 62.2 | | | 57.1 | | | 5.1 | | | 8.9 | | | 208.5 | | | 158.8 | | | 49.7 | | | 31.3 | |
Internet ARPU (2) | | $ | 35.45 | | $ | 36.95 | | $ | (1.50 | ) | | (4.1 | ) | $ | 35.51 | | $ | 37.25 | | $ | (1.74 | ) | | (4.7 | ) |
Digital terminals in service | | | | | | | | | | | | | | | 1,139.7 | | | 795.7 | | | 344.0 | | | 43.2 | |
Digital terminals, net additions | | | 114.2 | | | 66.5 | | | 47.7 | | | 71.7 | | | 344.0 | | | 182.1 | | | 161.9 | | | 88.9 | |
Digital households | | | | | | | | | | | | | | | 913.2 | | | 675.4 | | | 237.8 | | | 35.2 | |
Digital households, net additions (3) | | | 73.2 | | | 48.4 | | | 24.8 | | | 51.2 | | | 237.8 | | | 140.1 | | | 97.7 | | | 69.7 | |
Cable telephony subscribers | | | | | | | | | | | | | | | 47.9 | | | - | | | 47.9 | | | - | |
Cable telephony, net additions | | | 29.8 | | | - | | | - | | | - | | | 47.9 | | | - | | | 47.9 | | | - | |
(1) | As defined. See the “Key Performance Indicators and Non-GAAP Measures” section. |
(2) | As defined. See the “Key Performance Indicators and Non-GAAP Measures” section. |
(3) | Effective August 2005, voluntarily deactivating cable subscribers are required to continue service for 30 days from the date termination is requested. This continued service period, which is consistent with the billing and subscriber agreement terms and conditions, had the impact of decreasing net basic cable, Internet and digital household subscriber net additions by approximately 7,200, 2,700 and 1,800, respectively, in the three months ended December 31, 2005 and increasing net basic cable, Internet and digital household subscriber net additions by approximately 9,500, 5,200 and 3,800, respectively, in the twelve months ended December 31, 2005. |
Core Cable Revenue
The increase in Core Cable revenue for the three months ended December 31, 2005 of 6.2% and the increase in average monthly revenue per subscriber (“ARPU”) for the three months ended December 31, 2005 to $49.54 from $47.35 in the prior year reflect the growing penetration of Cable’s digital products, its continued up-selling of customers into enhanced programming packages, and pricing increases. These increases were partially offset by the impact of discounts associated with increasing adoption of Cable’s bundled offerings and a decline in equipment revenues resulting primarily from a decrease in equipment rental prices. To mitigate impacts on ARPU and operating profit margins associated with bundled offering discounts, during the fourth quarter of 2005, Cable modified its Better Choice Bundles plans to reduce certain of the available discounts.
As of December 31, 2005, the digital subscriber base grew by 51.2% compared to 2004 and accounted for approximately 66% of our Cable TV revenue growth from the corresponding period of the prior year. The promotion of Rogers Better Choice Bundles along with increased awareness of Personal TV (digital cable) and the growing demand for high definition TV and
Rogers Communications Inc. | - 19 - | 4Q05 Earnings Press Release |
personal video recorders accounted for the growth of 73,200 digital households in the three months ended December 31, 2005.
Internet Revenue
The growth in Internet revenues of 17.7% for the three months ended December 31, 2005, primarily reflects the 22.3% increase in the number of Internet subscribers compared to the corresponding period in 2004. The marketing of the Rogers Yahoo! offering, associated with the Rogers Better Choice Bundle promotions and the ability to meet the needs of the lower-priced entry level Internet consumer, has resulted in an acceleration of net additions in 2005. Average monthly revenue per Internet subscriber has decreased over the corresponding 2004 period primarily reflecting the increased penetration of lower-priced offerings and the impact of bundling. In the first quarter of 2006, Cable will be implementing price increases for its core cable and Internet product offerings.
During the quarter, Internet net additions of 62,200 represented an increase of 8.9% compared to the corresponding period last year. With the Internet subscriber base now at approximately 1.15 million, Cable ended the year with 44.0% Internet penetration of basic cable households, and 33.8% Internet penetration as a percentage of homes passed by Cable’s networks.
Cable Telephony
During the three months ended December 31, 2005, Cable continued to expand the availability of its Home Phone voice-over-cable telephony service and closed the quarter with 47,900 subscribers. In the three months ended December 31, 2005, revenues from cable telephony totalled $3.8 million, which is included in Core Cable revenue.
In addition, we report circuit switched telephony subscribers and results in our Telecom segment.
Video Stores Revenue
During the three months ended December 31, 2005, revenues at Cable’s Rogers Video (“Video”) stores were impacted by a combination of a continuing lack of hit movie titles as well as aggressive competition which resulted in rental and sales revenues decreasing approximately by $5.0 million or 6.6%. Wireless sales revenue increased by $8.3 million which helped to mitigate the year-over-year decline in same store revenues. While both dollars per transaction and the number of stores increased, same store revenues decreased by 3.4% year-over-year compared to the prior year due to fewer total visits in the period (“same stores” are stores that were open for the full quarters in both 2005 and 2004). Rogers Video’s initiatives to counter competitive offerings include: expanding our corporate gift-card offering, extended rental periods, a fastback payback program, and an online subscription mail-delivered DVD rental service.
Rogers Communications Inc. | - 20 - | 4Q05 Earnings Press Release |
Cable and Video Stores Operating Expenses
| | Three Months Ended Dec. 31, | | Twelve Months Ended Dec. 31, | |
(In millions of dollars) | | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
Cable operating expenses (1) | | | | | | | | | | | | | | | | | | | |
Sales and marketing expenses | | $ | 30.2 | | $ | 29.0 | | | 4.1 | | $ | 131.2 | | $ | 123.3 | | | 6.4 | |
Operating, general and administrative expenses | | | 238.0 | | | 210.9 | | | 12.8 | | | 912.8 | | | 828.1 | | | 10.2 | |
Total Cable operating expenses | | | 268.2 | | | 239.9 | | | 11.8 | | | 1,044.0 | | | 951.4 | | | 9.7 | |
| | | | | | | | | | | | | | | | | | | |
Video stores operating expenses | | | | | | | | | | | | | | | | | | | |
Cost of sales | | | 48.6 | | | 40.1 | | | 21.2 | | | 157.5 | | | 145.9 | | | 8.0 | |
Sales and marketing expenses | | | 34.1 | | | 33.8 | | | 0.9 | | | 131.6 | | | 125.4 | | | 4.9 | |
Operating, general and administrative expenses | | | 4.7 | | | 4.5 | | | 4.4 | | | 19.8 | | | 17.6 | | | 12.5 | |
Total Video stores operating expenses | | | 87.4 | | | 78.4 | | | 11.5 | | | 308.9 | | | 288.9 | | | 6.9 | |
| | | | | | | | | | | | | | | | | | | |
Intercompany eliminations | | | (0.6 | ) | | (0.9 | ) | | (33.3 | ) | | (3.8 | ) | | (3.3 | ) | | 15.2 | |
Operating expenses | | $ | 355.0 | | $ | 317.4 | | | 11.8 | | $ | 1,349.1 | | $ | 1,237.0 | | | 9.1 | |
(1) | Included in total Cable operating expenses are costs related to Rogers Home Phone (“RHP”) of $9.9 million and $19.2 million, for the three and twelve months ended December 31, 2005, respectively. Excluding the impact of RHP costs, total operating expense growth would have been 8.8% and 7.5% for the three and twelve months ended December 31, 2005, respectively. |
Cable sales and marketing expenses increased slightly on a quarter-over-quarter basis. Cable telephony accounted for $3.1 million of expenses in support of direct marketing and sales activities. The Core Cable and Internet expenditures of $27.1 million was slightly lower than the same period in 2004. Marketing expenditures was focused on multi-product promotions through the Better Choice Bundles. In addition, Cable continues to invest and promote its unique digital cable advantages versus satellite competitors while it markets the benefits and enhanced features provided by its Rogers Yahoo! Hi-Speed Internet product. These continuing sales and marketing efforts have contributed to the increases in Cable’s digital and Internet subscribers.
The year-over-year increase in operating, general and administrative costs of $27.1 million was driven by the following factors: an incremental $6.8 million in costs in support of voice-over cable for customer service and support, cost of services, and increased infrastructure costs; service, support, transit, and content costs related to the increase of 8,000 basic, 62,200 Internet and 73,200 digital customers; as well as higher copyright and production fund fees.
The year-over-year growth in Video stores operating expenses are due to the increased costs of $7.2 million associated with the incremental wireless sales and higher costs related to game rentals attributable to the introduction of a new gaming system.
Rogers Communications Inc. | - 21 - | 4Q05 Earnings Press Release |
Cable Operating Profit
The revenue and expense changes described above resulted in operating profit from Core Cable services increasing by 5.3% for the fourth quarter and total Cable operating profit increasing by 1.7% compared to the same quarter last year. Excluding the impact of Rogers Home Phone during the quarter on Core Cable results, operating profit would have increased by 8.6% and the Core Cable operating margin would have been 43.2% for the three months period ended December 31, 2005, compared to 43.0% in the corresponding period of 2004. Video stores also experienced a margin decline to 4.5% from 11.6% in the fourth quarter of 2004 due to the increased cost of sales expenses, which more than offset the modest revenue growth.
Cable Additions to Property, Plant and Equipment
| | Three Months Ended Dec. 31, | | Twelve Months Ended Dec. 31, | |
(In millions of dollars) | | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
Customer premises equipment | | $ | 79.3 | | $ | 60.2 | | | 31.6 | | $ | 268.4 | | $ | 204.0 | | | 31.5 | |
Scaleable infrastructure | | | 47.1 | | | 111.5 | | | (57.8 | ) | | 202.3 | | | 188.0 | | | 7.6 | |
Line extensions | | | 26.1 | | | 17.2 | | | 51.7 | | | 75.4 | | | 53.7 | | | 40.4 | |
Upgrade and rebuild | | | 1.4 | | | 7.4 | | | (81.1 | ) | | 2.8 | | | 40.8 | | | (93.2 | ) |
Support capital | | | 47.1 | | | 41.5 | | | 13.5 | | | 112.7 | | | 87.1 | | | 29.4 | |
Additions to Core Cable PP&E | | | 201.0 | | | 237.8 | | | (15.5 | ) | | 661.6 | | | 573.6 | | | 15.3 | |
Additions to Rogers Video stores PP&E | | | 3.9 | | | 5.5 | | | (29.7 | ) | | 14.6 | | | 14.3 | | | 2.3 | |
Additions to Rogers Cable PP&E | | $ | 204.9 | | $ | 243.3 | | | (15.8 | ) | $ | 676.2 | | $ | 587.9 | | | 15.0 | |
Additions to Cable PP&E have decreased $38.4 million, or 15.8%, as compared to the prior year. Spending on scaleable infrastructure has decreased due to the lower level of spending on Cable’s voice-over-cable telephony initiative in the fourth quarter of 2005, as compared to last year. Customer premises equipment spending has increased on a quarter-over-quarter basis due to the 72% growth in digital terminals deployed in the quarter and to the cable telephony subscriber additions. Growth in line extensions is attributable to spending on the commercial Internet base and support capital has increased due to incremental spending on the IT infrastructure. Total PP&E spending on the cable telephony initiative totalled $28.7 million in the quarter and $113.5 million for the year, as compared to $78.2 million and $106.1 million in the corresponding period of 2004.
TELECOM
On July 1, 2005, we acquired 100% of Telecom in a share-for-share transaction announced May 11, 2005. As consideration for the acquisition, we issued approximately 8.5 million RCI Class B Non-Voting shares and approximately 0.4 million fully-vested options to acquire RCI Class B Non-Voting shares with Call-Net shareholders receiving one Class B Non-Voting share for each 4.25 shares of Call-Net. Including estimated transaction costs of $4.0 million, the purchase price of the acquisition was $328.5 million.
This transaction has been accounted for using the purchase method with the results of Telecom consolidated effective July 1, 2005. Telecom’s results are reported as a separate segment as discussed in the Telecom section of this release.
Rogers Communications Inc. | - 22 - | 4Q05 Earnings Press Release |
As discussed previously under “Basis of Pro Forma Information”, the pro forma information below has been prepared as if the acquisition of Telecom had occurred on January 1, 2004. The comparative pro forma information presented in the following tables reflects Telecom’s actual results adjusted for the adoption of RCI accounting policies.
Telecom Operating and Financial Results (1)
| | Three Months Ended December 31, | | Six Months Ended December 31, | |
| | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
(In millions of dollars, except margin) | | Actual | | Pro Forma (1) | | Pro Forma (1) | | Actual | | Pro Forma (1) | | Pro Forma (1) | |
Operating revenue | | | | | | | | | | | | | | | | | | | |
Consumer services | | $ | 72.8 | | $ | 75.5 | | | (3.6 | ) | $ | 149.0 | | $ | 150.6 | | | (1.1 | ) |
Business services | | | 138.4 | | | 135.5 | | | 2.1 | | | 274.9 | | | 264.6 | | | 3.9 | |
Total operating revenue | | $ | 211.2 | | $ | 211.0 | | | 0.1 | | $ | 423.9 | | $ | 415.2 | | | 2.1 | |
| | | | | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | | | | |
Cost of sales | | $ | 105.9 | | $ | 101.9 | | | 3.9 | | $ | 207.8 | | $ | 205.0 | | | 1.3 | |
Sales and marketing expenses | | | 28.1 | | | 27.2 | | | 3.3 | | | 56.3 | | | 58.1 | | | (3.1 | ) |
Operating, general and administrative expenses | | | 52.0 | | | 51.3 | | | 1.4 | | | 109.3 | | | 98.5 | | | 10.9 | |
Integration expenses(2) | | | 2.3 | | | - | | | - | | | 4.6 | | | - | | | - | |
Realignment, restructuring and other charges | | | - | | | 6.5 | | | (100.0 | ) | | - | | | 1.2 | | | (100.0 | ) |
Total operating expenses | | $ | 188.3 | | $ | 186.9 | | | 0.7 | | $ | 378.0 | | $ | 362.8 | | | 4.2 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit (3) | | $ | 22.9 | | $ | 24.1 | | | (5.0 | ) | $ | 45.9 | | $ | 52.4 | | | (12.3 | ) |
| | | | | | | | | | | | | | | | | | | |
Operating profit margin (3) | | | 10.8 | % | | 11.4 | % | | (5.1 | ) | | 10.8 | % | | 12.6 | % | | (14.1 | ) |
| | | | | | | | | | | | | | | | | | | |
Additions to property, plant and equipment (3) | | $ | 5.3 | | $ | 17.3 | | | (69.4 | ) | $ | 37.4 | | $ | 31.7 | | | 18.0 | |
| | Three Months Ended December 31, | | Six Months Ended December 31, | |
| | 2005 | | 2004 | | % Chg | | 2005 | | 2004 | | % Chg | |
(Subscriber statistics in thousands) | | Actual | | Pro Forma (1) | | Pro Forma (1) | | Actual | | Pro Forma (1) | | Pro Forma (1) | |
Local service lines - circuit switched | | | | | | | | | | | | 561.4 | | | 464.9 | | | 20.8 | |
Local service lines - circuit switched, net additions(4) | | | 28.4 | | | 31.7 | | | (10.4 | ) | | 46.0 | | | 66.2 | | | (30.5 | ) |
(1) | See “Basis of Pro Forma Information” section for discussion of considerations in the preparation of this pro forma information. |
(2) | Integration expenses include direct and incremental costs incurred related to the acquisition of Telecom and integrating operations into Rogers. |
(3) | As defined. See the “Key Performance Indicators and Non-GAAP Measures” section. |
(4) | Circuit switched local service line net additions for the three and six months ended December 31, 2004 exclude approximately 61,900 circuit switched local service lines that were included upon the acquisition on November 20, 2004 of certain portions of the Eastern Canada customer base of Bell/360. |
Telecom Revenue (Pro Forma)
In the fourth quarter of 2005, Telecom revenue was $211.2 million, increasing by $0.2 million on a pro forma basis compared to the same quarter last year. The increase in revenue can be attributed to the increase in the business services revenue that grew by 2% to $138.4 million in the fourth quarter compared to $135.5 million in the corresponding period last year. Offsetting this increase was a 4% decline in consumer services revenue which was $72.8 million in the fourth quarter compared to $75.5 million for the same quarter last year.
Rogers Communications Inc. | - 23 - | 4Q05 Earnings Press Release |
The increase in business services revenue is mainly attributed to having a full quarter of revenues from the Bell/360 customer base that was acquired in the fourth quarter of 2004. This increase was partially offset by the decline in the carrier services revenues.
The decline in the consumer services revenue is mainly due to the sale of wireless customers to Wireless at the end of the third quarter 2005, pricing plan changes, and alignment of discounting to Rogers better bundle discounts. The decline was somewhat offset with the growth of local home phone revenues.
Overall, data and local services continued to grow and represented 30% and 26% of Telecom revenue, up from 25% and 25%, respectively, from the same quarter last year on a pro forma basis. Telecom’s exposure to long distance pricing continues to decline, with long distance comprising 44% of total revenue in the quarter, down from 48% in the same quarter last year on a pro forma basis.
Telecom has focused on selling product bundles to its consumer subscribers using home phone service as the foundation product, in an effort to reduce churn and increase its share of subscribers’ monthly communications spending. In the fourth quarter of 2005, 75% of Consumer services revenue came from subscribers who purchased more than one product from Telecom, as compared to 69% in the same quarter last year on a pro forma basis.
Telecom Operating Expenses (Pro Forma)
Telecom operating costs were $188.3 million in the fourth quarter of 2005 compared to $186.9 million in the corresponding period last year on a pro forma basis. Total operating expenses have increased principally due to an increase in cost of sales and expenses associated with the integration of Telecom into Rogers.
Telecom cost of sales was $105.9 million in the fourth quarter of 2005, or approximately 50% of revenue. On a pro forma basis, this compares to $101.9 million of cost of sales in the same quarter last year representing 48% of revenue in the same quarter last year. In the fourth quarter, Telecom recorded a provision of $2.0 million for disputes with carriers related to certain services which arose during the quarter. The balance of the increase is the result of increases in volumes.
Sales and marketing expenses were $28.1 million in the fourth quarter, an increase of $0.9 million from the corresponding period last year on a pro forma basis due to a change in certain marketing programs.
Other operating, general and administrative expenses were $52.0 million in the fourth quarter of 2005, compared to $51.3 million for same period last year on a pro forma basis. The minor increase is due to additional costs associated with the Bell/360 base of customers and the additional personnel hired to support customer service and provisioning activities.
Telecom Additions to Property, Plant and Equipment
Telecom additions to PP&E were $5.3 million in the fourth quarter of 2005. This was 69.4% lower than the additions to PP&E of $17.3 million on a pro forma basis in the fourth quarter of
Rogers Communications Inc. | - 24 - | 4Q05 Earnings Press Release |
2004. The spending for the quarter was for the Asymmetric Digital Subscriber Line (“ADSL”) launch, local expansion, and network growth/capacity projects.
Update on Telecom Integration
A plan has been developed to integrate the operations of Telecom. Management is currently finalizing certain matters while initial stages of the integration are progressing as planned. We have centralized the management of sales of our wireless and cable products to business with Telecom’s business offerings. At the same time, we have centralized the management of the sales and services of Telecom and Cable’s circuit switched and voice-over-cable residential telephony offerings. Matters still to be finalized include the integration of various networks, customer billing and administrative functions. Integration is expected to continue through 2006. During the three months ended December 31, 2005, we incurred integration expenses of $2.3 million.
MEDIA
Effective January 1, 2005, ownership and management of Rogers’ sports operations were transferred to Media. As a result, beginning in 2005, the results of operations of the Blue Jays and Rogers Centre have been reported as part of the Media segment and are together referred to as “Sports Entertainment”. Prior period results have been reclassified to reflect this change. The acquisition of Rogers Centre (formerly SkyDome) was completed on January 31, 2005 for $24.5 million, net of working capital adjustments.
Media Operating and Financial Results
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In millions of dollars, except margins) | | 2005 | | 2004 (1) | | % Chg | | 2005 | | 2004 (1) | | % Chg | |
Total operating revenue | | $ | 300.0 | | $ | 266.0 | | | 12.8 | | $ | 1,097.2 | | $ | 956.9 | | | 14.7 | |
| | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 261.0 | | | 210.8 | | | 23.8 | | | 969.4 | | | 841.5 | | | 15.2 | |
| | | | | | | | | | | | | | | | | | | |
Total operating profit (2) | | $ | 39.0 | | $ | 55.2 | | | (29.3 | ) | $ | 127.8 | | $ | 115.4 | | | 10.7 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit margin (2) | | | 13.0 | % | | 20.7 | % | | | | | 11.6 | % | | 12.1 | % | | | |
| | | | | | | | | | | | | | | | | | | |
Additions to property, plant and equipment (2) | | $ | 11.7 | | $ | 4.2 | | | 178.6 | | | 39.6 | | | 20.3 | | | 95.1 | |
(1) | Media’s 2004 results have been restated to include the results of Blue Jays Holdco. Results of Blue Jay Holdco were previously included in a separate segment of RCI. |
(2) | As defined. See the “Key Performance Indicators and Non-GAAP Measures” section. |
Media Revenue
Media revenue growth for the three months ended December 31, 2005 was $34.0 million, an increase of 12.8% over the fourth quarter of 2004. Nearly half of the increase over the prior year is due to higher advertising on Rogers Sportsnet due to the return of NHL hockey. In addition, revenue from the Blue Jays and Rogers Centre grew $6.6 million over last year reflecting increased attendance and healthy league revenue sharing. The remaining growth over the prior
Rogers Communications Inc. | - 25 - | 4Q05 Earnings Press Release |
year is due to increased advertising revenue across all Media properties and continued sales growth on The Shopping Channel.
Media Expenses
Media operating expenses for the three months ended December 31, 2005 increased $50.2 million from the corresponding period in 2004. Of this increase, $20.2 million is due to higher costs at the Blue Jays and inclusion of costs as a result of the acquisition of Rogers Centre on January 31, 2005. The return of NHL hockey resulted in a $18.9 million increase in costs at Sportsnet during the quarter and the launch of three radio stations in the Maritimes and OMNI BC in Vancouver generated costs associated with these new businesses. Finally, higher sales volume attracted higher costs of goods sold on The Shopping Channel.
Media Operating Profit
Media operating profit for the three months ended December 31, 2005 decreased by $16.2 million from the corresponding period in 2004. Operating profit margin was 13.0% compared to 20.7% for the corresponding period in 2004. The decrease in operating profit margin is largely the result of the return of NHL Hockey, $5.0 million losses by the Blue Jays, plus the margin dilution impact resulting from the new businesses as described above.
Media Additions to Property, Plant and Equipment
Media had additions to PP&E of $11.7 million during the three months ended December 31, 2005, compared to $4.2 million in the corresponding period of 2004. The majority of additions in the quarter were due to enhancements at the Rogers Centre, completion of the new Maritime radio stations and investment in high definition TV broadcast equipment.
OVERVIEW OF RECENT FINANCING AND SHARE CAPITAL ACTIVITIES
Consolidated Liquidity and Capital Resources
Operations
For the three month period ended December 31, 2005, cash generated from operations before changes in non-cash operating items, which is calculated by adjusting to remove the effect of all non-cash items from net income, increased to $379.8 million from $316.5 million in the corresponding period in 2004. The $63.3 million increase is primarily the result of the increase in operating profit of $63.0 million partially offset primarily by period over period changes in other income (expense).
Taking into account the changes in non-cash working capital items in the three months ended December 31, 2005, cash generated from operations was $287.0 million, compared to $452.2 million in the corresponding period of 2004.
Rogers Communications Inc. | - 26 - | 4Q05 Earnings Press Release |
The cash flow generated from operations of $287.0 million, together with the following items, resulted in total net funds of approximately $387.6 million raised in the three month period ended December 31, 2005:
| • | aggregate net drawdowns of $82.0 million under bank credit facilities; |
| • | receipt of $17.1 million from the issuance of Class B Non-Voting shares under the exercise of employee stock options; and |
| • | receipt of $1.5 million mainly from the sale of miscellaneous investments. |
Net funds used during the three month period ended December 31, 2005 totalled approximately $593.8 million, the details of which include:
| • | additions to PP&E of $436.9 million, including the $6.9 million of related changes in non-cash working capital; |
| • | $140.9 million for the redemption of US$113.7 million of Cable’s 11% Senior Subordinated Guaranteed Debentures, including $7.3 million (5.50%) redemption premium; |
| • | $12.9 million to fund the remainder owing for the exercise of call rights for warrants issued by Fido which was related to the acquisitions of Fido; |
| • | $2.0 million related to other acquisitions; and |
| • | $1.1 million repayment of mortgages and leases. |
Financing
Our long-term debt instruments are described in Note 11 to the 2004 Annual Audited Consolidated Financial Statements.
In October 2005, subsequent to our issuance to Microsoft Corporation (“Microsoft”) of our intention to redeem the $600 million aggregate principal amount of 5½% Convertible Preferred Securities due August 2009, we received notice that Microsoft had elected to convert these securities and we issued 17,142,857 Class B Non-Voting shares to Microsoft on October 24, 2005 at the exercise price of $35 per share.
In December 2005, Cable redeemed all of the outstanding US$113.7 million aggregate principal amount of its 11% Senior Subordinated Guaranteed Debentures due 2015 at a redemption premium of 5.50% for a total of $140.9 million (US$119.9 million).
Refer to the Subsequent Events section for details regarding Telecom’s redemption of its 10.625% Senior Secured Notes in January 2006.
Rogers Communications Inc. | - 27 - | 4Q05 Earnings Press Release |
Interest Rate and Foreign Exchange Management
Economic Hedge Analysis
For the purposes of our discussion on the hedged portion of long-term debt, we have used non-GAAP measures in that we include all cross-currency interest rate exchange agreements (whether or not they qualify as hedges for accounting purposes) since all such agreements are used for risk management purposes only and designated as a hedge of specific debt instruments for economic purposes. As a result, the Canadian dollar equivalent of US dollar-denominated long-term debt reflects the contracted foreign exchange rate for all of our cross-currency interest rate exchange agreements regardless of qualifications for accounting purposes as a hedge.
During the three months ended December 31, 2005, as a result of the redemption of Cable’s US$113.7 million 11% Senior Subordinated Guaranteed Debentures, total US dollar-denominated debt decreased to US$4,916.9 million; consequently the amount of debt hedged with respect to foreign exchange via cross-currency interest rate exchange agreements increased to 97.7% from 95.5% at September 30, 2005 on an economic basis and increased to 85.2% from 83.3% at September 30, 2005 on an accounting basis, since the aggregate notional principal amount of cross-currency interest rate exchange agreements did not change.
Rogers Communications Inc. | - 28 - | 4Q05 Earnings Press Release |
(In millions of dollars, except percentages) | | | | | | December 31, 2005 | | | | | | December 31, 2004 | |
U.S. dollar-denominated long-term debt | | | US | | $ | 4,916.9 | | | US | | $ | 5,517.6 | |
| | | | | | | | | | | | | |
Hedged with cross-currency interest | | | | | | | | | | | | | |
rate exchange agreements | | | US | | $ | 4,801.8 | | | US | | $ | 5,135.3 | |
| | | | | | | | | | | | | |
Hedged exchange rate | | | | | | 1.3148 | | | | | | 1.3211 | |
| | | | | | | | | | | | | |
Percent hedged | | | | | | 97.7 | % | (1) | | | | 93.1 | % |
Effect of cross-currency interest rate exchange agreements:
| | | | | | | | | | | | | |
Converted US $ principal of | | | US | | $ | 550.0 | | | US | | $ | 550.0 | |
at US $ floating rate of LIBOR plus | | | | | | 3.13 | % | | | | | 3.13 | % |
for all-in rate of | | | | | | 7.62 | % | | | | | 5.53 | % |
to Cdn $ floating at bankers acceptance plus | | | | | | 3.42 | % | | | | | 3.42 | % |
for all-in rate of | | | | | | 6.90 | % | | | | | 6.06 | % |
on Cdn $ principal of | | | Cdn | | $ | 652.7 | | | Cdn | | $ | 652.7 | |
| | | | | | | | | | | | | |
Converted US $ principal of | | | US | | $ | 4,200.0 | | | US | | $ | 4,533.4 | |
at US $ fixed rate of | | | | | | 7.34 | % | | | | | 7.54 | % |
to Cdn $ fixed rate of | | | | | | 8.07 | % | | | | | 8.35 | % |
on Cdn $ principal of | | | Cdn | | $ | 5,593.4 | | | Cdn | | $ | 6,064.2 | |
| | | | | | | | | | | | | |
Converted US $ principal of | | | US | | $ | 51.8 | | | US | | $ | 51.8 | |
at US $ fixed rate of | | | | | | 9.38 | % | | | | | 9.38 | % |
to Cdn $ floating at bankers acceptance plus | | | | | | 2.67 | % | | | | | 2.67 | % |
for all-in rate of | | | | | | 6.07 | % | | | | | 5.30 | % |
on Cdn $ principal of | | | Cdn | | $ | 67.4 | | | Cdn | | $ | 67.4 | |
Amount of long-term debt (2) at fixed rates:
| | | | | | | | | |
Total long-term debt | | | Cdn | | $ | 8,409.6 | | | Cdn | | $ | 9,198.6 | |
Total long-term debt at fixed rates | | | Cdn | | $ | 7,076.5 | | | Cdn | | $ | 8,478.5 | |
Percent of long-term debt fixed | | | | | | 84.1 | % | | | | | 92.2 | % |
| | | | | | | | | | | | | |
Weighted average interest rate on long-term debt | | | | | | 7.76 | % | | | | | 7.93 | % |
(1) | Pursuant to the requirements for hedge accounting under AcG-13, on December 31, 2005, RCI accounted for 87.3% of its cross-currency interest rate exchange agreements as hedges against designated U.S. dollar-denominated debt. As a result, 85.2% of consolidated U.S. dollar-denominated debt is hedged for accounting purposes versus 97.7% on an economic basis. |
(2) | Long-term debt includes the effect of the cross-currency interest rate exchange agreements. |
Rogers Communications Inc. | - 29 - | 4Q05 Earnings Press Release |
Outstanding Share Data
Common Shares | | | |
Class A Voting | | | 56,233,894 | |
Class B Non-Voting | | | 257,702,341 | |
| | | | |
Options to Purchase Class B Non-Voting Shares | | | | |
Outstanding Options | | | 13,239,424 | |
Portion of Outstanding Options Exercisable | | | 9,570,203 | |
Dividends and Other Payments on Equity Securities
On December 14, 2005, we declared a 50% increase to the dividend paid for each of our outstanding Class B Non-Voting shares and Class A Voting shares. The annual dividend per share will increase from C$0.10 per share to C$0.15 per share, and will be paid through two semi-annual payments of C$0.075 per share. A semi-annual dividend totalling $23.5 million was paid on January 6, 2006 to shareholders of record on December 28, 2005.
SUBSEQUENT EVENTS
Redemption of Notes
On January 3, 2006, we redeemed all of Telecom’s remaining 10.625% Senior Secured Notes due 2008. The total redemption amount was US$23.2 million including a redemption premium of US$1.2 million.
Acquisition of Business Campus
On January 4, 2006, we completed the acquisition of a 63-acre business campus which includes an almost one million square feet office facility in Brampton, Ontario, Canada for $99.3 million, net of adjustments, and including taxes and insurance. Beginning in 2006, we will relocate and consolidate certain operations to this facility.
Changes to Segment Reporting Associated with Internal Reorganization
In January 2006, we completed a re-organization whereby ownership and certain management of Telecom (previously a separate reporting segment) was transferred to Cable. As a result of the changes to management’s reporting, beginning in the first quarter of 2006, our reporting segments will change. We will report financial and operating results under the following three segments: Wireless; Cable and Telecom; and Media. The Cable and Telecom segment will report results for the following: Core Cable and Internet, Home Phone Service (voice-over-cable telephony subscribers from Cable and residential circuit switched telephony customers from Telecom), Rogers Business Solutions (business telephony and data subscribers primarily from Telecom) and Video store operations (unchanged). The segment reporting for Wireless and Media is not expected to change.
Rogers Communications Inc. | - 30 - | 4Q05 Earnings Press Release |
Appendix 1 to this release includes selected financial information for the past eight quarters for the Cable and Telecom segment that has been reclassified to reflect this new segment reporting methodology and presentation that will become effective with the first quarter 2006.
2005 PERFORMANCE AGAINST TARGETS AND 2006 GUIDANCE
2005 Performance Against Targets
The following table sets forth the guidance ranges for selected full year financial and operating metrics that we provided for 2005, as revised during the year, versus the actual results we achieved for the year. As indicated in the table, we either met or exceeded our operating and financial targets in all categories, as previously discussed.
| | 2005 | | 2005 |
(in millions of dollars, except subscribers) | | Guidance (1) | | Actual |
Revenue | | | | |
Wireless (network revenue) | | $ | 3,560 | | | to | | $ | 3,600 | | $ | 3,613 | |
Cable | | | 2,060 | | | to | | | 2,075 | | | 2,068 | |
Media (excluding Sports) | | | 925 | | | to | | | 950 | | | 937 | |
Sports | | | 150 | | | to | | | 160 | | | 160 | |
Operating Profit (2) | | | | | | | | | | | | | |
Wireless (3) | | $ | 1,350 | | | to | | $ | 1,390 | | $ | 1,391 | |
Cable (4) | | | 710 | | | to | | | 725 | | | 719 | |
Media (excluding Sports) | | | 130 | | | to | | | 140 | | | 139 | |
Sports | | | (18 | ) | | to | | | (22 | ) | | (11 | ) |
Capital Expenditures | | | | | | | | | | | | | |
Wireless (5) | | $ | 475 | | | to | | $ | 500 | | $ | 492 | |
Cable | | | 590 | | | to | | | 690 | | | 676 | |
Net subscriber additions (000's) | | | | | | | | | | | | | |
Wireless voice and data | | | 600,000 | | | to | | | 650,000 | | | 619,000 | |
Basic cable | | | Flat to down 1% from YE04 | | | 9,200 | |
Internet subscribers | | | 165,000 | | | to | | | 195,000 | | | 209,000 | |
Digital subscribers | | | 175,000 | | | to | | | 275,000 | | | 238,000 | |
Fido Integration Costs | | | | | | | | | | | | | |
Non-recurring cash integration costs | | $ | 185 | | | to | | $ | 215 | | $ | 198 | |
(1) | As reaffirmed or revised October 25, 2005. Does not include July 1, 2005 acquisition of Call-Net. |
(2) | Before management fees paid to Rogers Communications Inc. |
(3) | Excluding non-recurring costs related to Fido integration. |
(4) | Includes $19.2 million of losses associated with cable telephony launch. |
(5) | Excludes one-time expenditures related to Fido integration. |
Rogers Communications Inc. | - 31 - | 4Q05 Earnings Press Release |
Full Year 2006 Financial and Operating Guidance
The following table outlines our financial and operational guidance for the full year 2006. This information is forward-looking and should be read in conjunction with the sections below entitled ‘Caution Regarding Forward-Looking Statements’ and ‘Material Assumptions and Risks That Could Affect Our Business’. The table also presents 2005 results for the categories for which guidance is being provided, with the pro forma Cable and Telecom segment results reclassified to reflect the transfer of Rogers Telecom to Rogers Cable and the segment reporting structure effective with the first quarter 2006, as previously discussed.
In early 2006, we will begin deploying a third generation ("3G") wireless network based upon the UMTS/HSDPA (Universal Mobile Telephone System /High Speed Downlink Packet Access) standard, which we expect will provide us with data speeds that are superior to those offered by other 3G wireless technologies and which will enable us to add incremental voice and data capacity at significantly lower costs. UMTS/HSDPA is the next generation technology evolution of our global standard GSM platform and it provides broadband wireless data speeds that enable new and faster data products such as video conferencing and mobile television as well as simultaneous voice and data usage. We estimate that the deployment of this network across most of the major Canadian cities will require total spending of approximately $390 million over the course of 2006 and 2007, including approximately $70 million of capacity spending that would have otherwise been invested in GSM. Because UMTS/HSDPA technology is fully backwards compatible with GSM, subscribers with UMTS/HSDPA enabled devices will be able to receive voice and data services everywhere that we offer wireless service across Canada, as well as when roaming in the more than 175 other countries around the world where GSM service is available and roaming agreements are in place.
2006 Full Year Guidance Ranges
| | | | | | | | | | |
| | 2005 | | | | | | | | | |
| | Reclassified and | | | | | | | | | |
(In millions of dollars, except subscribers) | | Pro Forma | | 2006 Range |
Revenue | | | | | | | | | | | | |
Wireless (network revenue) | | $ | 3,613 | | $ | 4,125 | | to | | $ | 4,175 | |
Cable and Telecom (1) | | | 2,925 | | | 3,110 | | to | | | 3,185 | |
Media (2) | | | 1,097 | | | 1,165 | | to | | | 1,205 | |
Operating profit (3) | | | | | | | | | | | | |
Wireless (4) | | $ | 1,391 | | $ | 1,730 | | to | | $ | 1,780 | |
Cable and Telecom (1) | | | 834 | | | 825 | | to | | | 860 | |
Media (2) | | | 128 | | | 115 | | to | | | 120 | |
PP&E expenditures (5) | | | | | | | | | | | | |
Wireless (4) | | $ | 492 | | $ | 600 | | to | | $ | 650 | |
Cable and Telecom (1) | | | 742 | | | 640 | | to | | | 695 | |
Net subscriber additions (000's) | | | | | | | | | | | | |
Wireless voice and data | | | 619 | | | 525 | | to | | | 575 | |
Basic cable | | | 9 | | | - | | to | | | 10 | |
Internet | | | 209 | | | 125 | | to | | | 175 | |
Digital | | | 238 | | | 175 | | to | | | 225 | |
Residential telephony | | | 144 | | | 200 | | to | | | 250 | |
Rogers Telecom integration (6) | | $ | 14 | | $ | 50 | | to | | $ | 65 | |
Rogers Communications Inc. | - 32 - | 4Q05 Earnings Press Release |
(1) | Supplemental Cable and Telecom segment detail: |
Home | Phone Service and Rogers Business Solutions operating profit and PP&E expenditures exclude non-recurring costs associated with the integration of Call-Net. |
| | 2005 | | |
| | Reclassified and | | |
| | Pro Forma | | 2006 Range |
Revenue (excluding intercompany eliminations) | | | | | | | | | | | | |
Core Cable and Internet | | $ | 1,740 | | $ | 1,850 | | to | | $ | 1,870 | |
Home Phone Service | | | 300 | | | 325 | | to | | | 345 | |
Rogers Business Solutions | | | 561 | | | 600 | | to | | | 625 | |
Video stores | | | 327 | | | 335 | | to | | | 345 | |
Operating Profit | | | | | | | | | | | | |
Core Cable and Internet | | $ | 725 | | $ | 755 | | to | | $ | 770 | |
Home Phone Service | | | 39 | | | 10 | | to | | | 15 | |
Rogers Business Solutions | | | 52 | | | 45 | | to | | | 55 | |
Video stores | | | 18 | | | 15 | | to | | | 20 | |
PP&E Expenditures | | | | | | | | | | | | |
Core Cable and Internet | | $ | 515 | | $ | 450 | | to | | $ | 470 | |
Home Phone Service | | | 127 | | | 90 | | to | | | 110 | |
Rogers Business Solutions | | | 86 | | | 90 | | to | | | 100 | |
Video stores | | | 15 | | | 10 | | to | | | 15 | |
(2) | Supplemental Media detail: |
(In millions of dollars) | | | 2005 | | 2006 Range |
Revenue | | | | | | | | | | | | | |
Core Media | | $ | 937 | | $ | 1,000 | | | to | | $ | 1,030 | |
Sports Entertainment | | | 160 | | | 165 | | | to | | | 175 | |
Operating Profit | | | | | | | | | | | | | |
Core Media | | $ | 139 | | $ | 145 | | | to | | $ | 155 | |
Sports Entertainment | | | (11 | ) | | (30 | ) | | to | | | (35 | ) |
(3) | Before RCI corporate expenses and management fees paid to Rogers Communications Inc., and excluding non-recurring costs associated with the integration of Fido and Call-Net. |
(4) | Supplemental Wireless detail: |
| Excludes one time expenditures related to the integration of Fido in 2005 as well as up to $80 million of PP&E expenditures and up to $20 million in operating losses related to the Inukshuk fixed wireless initiative in 2006. |
(In millions of dollars) | | 2005 | | 2006 Range |
PP&E Expenditures | | | | | | | | | | | | |
Wireless (excl. HSDPA) | | $ | 492 | | $ | 450 | | to | | $ | 475 | |
HSDPA | | | - | | | 150 | | to | | | 175 | |
(5) | Does not include Corporate or Media PP&E expenditures or the PP&E expenditures component of the Call-Net integration. Corporate PP&E expenditures will include costs associated with the January 4, 2006 purchase of the Greater Toronto Area business campus by Rogers Communications Inc. |
(6) | Estimated 2006 breakdown: approximately 70% to be recorded as PP&E expenditures and approximately 30% to be recorded as operating expense. |
Rogers Communications Inc. | - 33 - | 4Q05 Earnings Press Release |
KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES
Certain key performance indicators and non-GAAP measures are used in various financial tables and discussions throughout this release. These measures including “Operating Profit”, “Operating Profit Margin” and “Additions to Property, Plant and Equipment” are defined and discussed in our 2004 Annual MD&A.
Calculations of Wireless Non-GAAP Measures (Actual)
| | Three months ended December 31, | | Twelve months ended December 31, | |
(In millions, except per subscriber figures) (subscribers in thousands) | | 2005 | | 2004 | | 2005 | | 2004 | |
Postpaid ARPU (monthly) | | | | | | | | | | | | | |
Postpaid (voice and data) revenue | | $ | 917.4 | | $ | 682.6 | | $ | 3,383.5 | | $ | 2,361.1 | |
Divided by: Average postpaid wireless voice and data subscribers | | | 4,700.5 | | | 3,759.9 | | | 4,435.8 | | | 3,306.9 | |
Divided by: 3 months for the quarter and 12 months for year-to-date | | | 3 | | | 3 | | | 12 | | | 12 | |
| | $ | 65.05 | | $ | 60.52 | | $ | 63.56 | | $ | 59.50 | |
Prepaid ARPU (monthly) | | | | | | | | | | | | | |
Prepaid revenue | | $ | 53.2 | | $ | 41.5 | | $ | 209.6 | | $ | 116.7 | |
Divided by: Average prepaid subscribers | | | 1,333.9 | | | 1,062.2 | | | 1,323.2 | | | 818.5 | |
Divided by: 3 months for the quarter and 12 months for year-to-date | | | 3 | | | 3 | | | 12 | | | 12 | |
| | $ | 13.30 | | $ | 13.01 | | $ | 13.20 | | $ | 11.88 | |
Blended ARPU (monthly) | | | | | | | | | | | | | |
Postpaid (voice and data) revenue plus prepaid revenue | | $ | 970.6 | | $ | 724.1 | | $ | 3,593.1 | | $ | 2,477.8 | |
Divided by: Average postpaid and prepaid wireless voice and data subscribers | | | 6,034.4 | | | 4,822.1 | | | 5,759.0 | | | 4,125.4 | |
Divided by: 3 months for the quarter and 12 months for year-to-date | | | 3 | | | 3 | | | 12 | | | 12 | |
| | $ | 53.61 | | $ | 50.05 | | $ | 51.99 | | $ | 50.05 | |
One-way messaging ARPU (monthly) | | | | | | | | | | | | | |
One-way messaging revenue | | $ | 4.4 | | $ | 5.8 | | $ | 19.6 | | $ | 24.5 | |
Divided by: Average one-way messaging subscribers | | | 169.7 | | | 203.2 | | | 179.9 | | | 220.5 | |
Divided by: 3 months for the quarter and 12 months for year-to-date | | | 3 | | | 3 | | | 12 | | | 12 | |
| | $ | 8.67 | | $ | 9.56 | | $ | 9.09 | | $ | 9.25 | |
Cost of acquisition per gross addition | | | | | | | | | | | | | |
Total sales and marketing expenses | | $ | 193.5 | | $ | 159.3 | | $ | 603.8 | | $ | 444.4 | |
Equipment margin loss (acquisition related) | | | 56.0 | | | 50.9 | | | 191.0 | | | 117.5 | |
| | $ | 249.5 | | $ | 210.2 | | $ | 794.8 | | $ | 561.9 | |
Total gross wireless additions (postpaid, prepaid, and one-way messaging) | | | 587.5 | | | 529.7 | | | 2,053.0 | | | 1,509.5 | |
| | $ | 425 | | $ | 397 | | $ | 387 | | $ | 372 | |
| | | | | | | | | | | | | |
Operating expense per average subscriber (monthly) | | | | | | | | | | | | | |
Operating, general, administrative and integration expenses | | $ | 369.2 | | $ | 269.4 | | $ | 1,292.5 | | $ | 879.1 | |
Equipment margin loss (retention related) | | | 63.8 | | | 36.2 | | | 188.3 | | | 110.9 | |
| | $ | 433.0 | | $ | 305.6 | | $ | 1,480.8 | | $ | 990.0 | |
Divided by: Average total wireless subscribers | | | 6,204.1 | | | 5,025.3 | | | 5,938.9 | | | 4,345.9 | |
Divided by: 3 months for the quarter and 12 months for year-to-date | | | 3 | | | 3 | | | 12 | | | 12 | |
| | $ | 23.26 | | $ | 20.28 | | $ | 20.78 | | $ | 18.99 | |
Equipment margin loss | | | | | | | | | | | | | |
Equipment sales | | $ | 123.4 | | $ | 83.7 | | $ | 393.9 | | $ | 281.2 | |
Cost of equipment sales | | | (243.2 | ) | | (170.8 | ) | | (773.2 | ) | | (509.6 | ) |
| | $ | (119.8 | ) | $ | (87.1 | ) | $ | (379.3 | ) | $ | (228.4 | ) |
| | | | | | | | | | | | | |
Acquisition related | | $ | (56.0 | ) | $ | (50.9 | ) | $ | (191.0 | ) | $ | (117.5 | ) |
Retention related | | | (63.8 | ) | | (36.2 | ) | | (188.3 | ) | | (110.9 | ) |
| | $ | (119.8 | ) | $ | (87.1 | ) | $ | (379.3 | ) | $ | (228.4 | ) |
| | | | | | | | | | | | | |
Rogers Communications Inc. | - 34 - | 4Q05 Earnings Press Release |
Calculations of Cable Non-GAAP Measures (Actual)
| | Three months ended December 31, | | Twelve months ended December 31, | |
(In millions of dollars, subscribers in thousands, except ARPU figures and operating profit margin) | | 2005 | | 2004 | | 2005 | | 2004 | |
Core Cable ARPU | | | | | | | | | | | | | |
Basic cable and digital revenue | | $ | 339.9 | | $ | 319.9 | | $ | 1,303.9 | | $ | 1,253.1 | |
Less: RHP revenue | | | (3.8 | ) | | - | | | (4.9 | ) | | - | |
Core Cable revenue | | $ | 336.1 | | $ | 319.9 | | $ | 1,299.0 | | $ | 1,253.1 | |
Divided by: Average basic cable subscribers | | | 2,261.6 | | | 2,251.5 | | | 2,250.9 | | | 2,256.0 | |
Divided by: 3 months for quarter and 12 months for year-to-date | | | 3 | | | 3 | | | 12 | | | 12 | |
| | $ | 49.54 | | $ | 47.35 | | $ | 48.09 | | $ | 46.29 | |
Internet ARPU | | | | | | | | | | | | | |
Internet revenue | | $ | 118.6 | | $ | 100.7 | | $ | 440.7 | | $ | 378.9 | |
Divided by: Average Internet subscribers | | | 1,115.4 | | | 908.7 | | | 1,033.8 | | | 847.7 | |
Divided by: 3 months for quarter and 12 months for year-to-date | | | 3 | | | 3 | | | 12 | | | 12 | |
| | $ | 35.45 | | $ | 36.95 | | $ | 35.51 | | $ | 37.25 | |
Cable: | | | | | | | | | | | | | |
Operating Profit | | $ | 190.2 | | $ | 180.7 | | $ | 700.6 | | $ | 680.6 | |
Divided by Revenue | | | 458.4 | | | 420.6 | | | 1,744.6 | | | 1,632.0 | |
Cable Operating Profit Margin | | | 41.5 | % | | 43.0 | % | | 40.2 | % | | 41.7 | % |
Video: | | | | | | | | | | | | | |
Operating Profit | | $ | 4.1 | | $ | 10.3 | | $ | 18.0 | | $ | 28.1 | |
Divided by Revenue | | | 91.5 | | | 88.7 | | | 326.9 | | | 317.0 | |
Video Operating Profit Margin | | | 4.5 | % | | 11.7 | % | | 5.5 | % | | 8.9 | % |
Customer relationships (unique) | | | | | | | | | | | | | |
Basic cable subscribers | | | | | | | | | 2,263.8 | | | 2,254.6 | |
Internet subscribers | | | | | | | | | 1,145.1 | | | 936.6 | |
Less: Subscribers to both basic cable and Internet | | | | | | | | | (995.9 | ) | | (835.3 | ) |
| | | | | | | | | 2,413.0 | | | 2,355.9 | |
Rogers Communications Inc. | - 35 - | 4Q05 Earnings Press Release |
Rogers Communications Inc.
Unaudited Consolidated Statements of Income
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In thousands of dollars, except per share amounts) | | 2005 | | 2004 | | 2005 | | 2004 | |
Operating revenue | | $ | 2,120,162 | | $ | 1,566,317 | | $ | 7,482,154 | | $ | 5,608,249 | |
Cost of sales | | | 439,407 | | | 250,349 | | | 1,296,148 | | | 797,857 | |
Sales and marketing costs | | | 345,263 | | | 273,220 | | | 1,122,348 | | | 883,622 | |
Operating, general and administrative expenses | | | 789,030 | | | 587,813 | | | 2,853,613 | | | 2,188,214 | |
Integration expenses | | | 32,945 | | | 4,415 | | | 66,476 | | | 4,415 | |
Depreciation and amortization | | | 400,650 | | | 340,076 | | | 1,478,011 | | | 1,092,551 | |
Operating income | | | 112,867 | | | 110,444 | | | 665,558 | | | 641,590 | |
Interest on long-term debt | | | (166,196 | ) | | (176,298 | ) | | (710,079 | ) | | (575,998 | ) |
| | | (53,329 | ) | | (65,854 | ) | | (44,521 | ) | | 65,592 | |
Foreign exchange gain (loss) | | | (3,595 | ) | | 21,011 | | | 35,477 | | | (67,555 | ) |
Change in the fair value of derivative instruments | | | 1,789 | | | (1,299 | ) | | (25,168 | ) | | 26,774 | |
Loss on repayment of long-term debt | | | (10,172 | ) | | (7,883 | ) | | (11,242 | ) | | (28,210 | ) |
Gain on dilution on issue of shares by a subsidiary | | | - | | | 7,384 | | | - | | | 15,502 | |
Other income (expense) | | | (9,116 | ) | | 18,563 | | | 2,951 | | | 3,783 | |
Income (loss) before income taxes and non-controlling interest | | | (74,423 | ) | | (28,078 | ) | | (42,503 | ) | | 15,886 | |
Income tax expense (reduction): | | | | | | | | | | | | | |
Current | | | 865 | | | (4,932 | ) | | 10,730 | | | 3,447 | |
Future | | | (8,575 | ) | | - | | | (8,575 | ) | | - | |
| | | (7,710 | ) | | (4,932 | ) | | 2,155 | | | 3,447 | |
Income (loss) before non-controlling interest | | | (66,713 | ) | | (23,146 | ) | | (44,658 | ) | | 12,439 | |
Non-controlling interest | | | - | | | (5,928 | ) | | - | | | (79,581 | ) |
Loss for the year | | $ | (66,713 | ) | $ | (29,074 | ) | $ | (44,658 | ) | $ | (67,142 | ) |
| | | | | | | | | | | | | |
Loss per share | | | | | | | | | | | | | |
Basic and diluted | | $ | (0.22 | ) | $ | (0.12 | ) | $ | (0.15 | ) | $ | (0.28 | ) |
Rogers Communications Inc. | - 36 - | 4Q05 Earnings Press Release |
Rogers Communications Inc.
Unaudited Consolidated Statements of Cash Flows
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In thousands of dollars) | | 2005 | | 2004 | | 2005 | | 2004 | |
Cash provided by (used in): | | | | | | | | | | | | | |
Operating activities: | | | | | | | | �� | | | | | |
Loss for the year | | $ | (66,713 | ) | $ | (29,074 | ) | $ | (44,658 | ) | $ | (67,142 | ) |
Adjustments to reconcile loss to cash flows from operating activities: | | | | | | | | | | | | | |
Depreciation and amortization | | | 400,650 | | | 340,076 | | | 1,478,011 | | | 1,092,551 | |
Program rights and video rental inventory depreciation | | | 24,875 | | | 22,597 | | | 90,184 | | | 88,328 | |
Unrealized foreign exchange loss (gain) | | | 5,737 | | | (20,775 | ) | | (34,964 | ) | | 66,943 | |
Change in fair value of derivative instruments | | | (1,789 | ) | | 1,299 | | | 25,168 | | | (26,774 | ) |
Loss on repayment of long-term debt | | | 10,172 | | | 7,883 | | | 11,242 | | | 28,210 | |
Accreted interest on convertible preferred securities | | | 1,481 | | | 5,316 | | | 17,783 | | | 20,924 | |
Future income taxes | | | (8,575 | ) | | - | | | (8,575 | ) | | - | |
Stock-based compensation expense | | | 19,393 | | | 3,736 | | | 38,949 | | | 15,389 | |
Amortization on fair value increment of long-term debt and derivatives | | | (3,487 | ) | | - | | | (14,907 | ) | | - | |
Non-controlling interest | | | - | | | 5,928 | | | - | | | 79,581 | |
Other | | | (1,976 | ) | | (20,454 | ) | | (6,818 | ) | | 7,009 | |
| | | 379,768 | | | 316,532 | | | 1,551,415 | | | 1,305,019 | |
Change in non-cash working capital items | | | (92,789 | ) | | 135,630 | | | (345,674 | ) | | (62,090 | ) |
| | | 286,979 | | | 452,162 | | | 1,205,741 | | | 1,242,929 | |
Financing activities: | | | | | | | | | | | | | |
Issue of long-term debt | | | 367,458 | | | 6,574,893 | | | 1,369,208 | | | 8,982,443 | |
Repayment of long-term debt | | | (427,457 | ) | | (3,613,821 | ) | | (1,509,577 | ) | | (6,092,721 | ) |
Proceeds on termination of cross-currency interest rate exchange agreements | | | - | | | - | | | 402,191 | | | 58,416 | |
Payment on maturity of cross-currency interest rate exchange agreements | | | - | | | (64,602 | ) | | (470,825 | ) | | (64,602 | ) |
Financing costs incurred | | | - | | | (47,400 | ) | | (4,940 | ) | | (66,071 | ) |
Issue of capital stock | | | 17,082 | | | 38,317 | | | 100,348 | | | 302,231 | |
Dividends on Class A Voting and Class B Non-Voting shares | | | - | | | - | | | (26,209 | ) | | (23,422 | ) |
| | | (42,917 | ) | | 2,887,387 | | | (139,804 | ) | | 3,096,274 | |
Investing activities: | | | | | | | | | | | | | |
Additions to property, plant and equipment ("PP&E") | | | (429,983 | ) | | (386,858 | ) | | (1,353,796 | ) | | (1,054,938 | ) |
Change in non-cash working capital items related to PP&E | | | (6,895 | ) | | 43,899 | | | (37,883 | ) | | 59,994 | |
Acquisition of Wireless | | | - | | | (1,772,840 | ) | | - | | | (1,772,840 | ) |
Acquisition of Fido, net of cash acquired | | | (12,906 | ) | | (1,148,637 | ) | | (51,684 | ) | | (1,148,637 | ) |
Other acquisitions | | | (2,019 | ) | | (45,440 | ) | | (38,092 | ) | | (66,700 | ) |
Investment in Toronto Blue Jays | | | - | | | - | | | - | | | (99,235 | ) |
Cash acquired on acquisition of Rogers Telecom | | | - | | | - | | | 65,467 | | | - | |
Other | | | 1,513 | | | (2,648 | ) | | 2,177 | | | (2,566 | ) |
| | | (450,290 | ) | | (3,312,524 | ) | | (1,413,811 | ) | | (4,084,922 | ) |
Increase (decrease) in cash | | | (206,228 | ) | | 27,025 | | | (347,874 | ) | | 254,281 | |
Cash and cash equivalents (deficiency), beginning of year | | | 102,347 | | | 216,968 | | | 243,993 | | | (10,288 | ) |
Cash and cash equivalents (deficiency), end of year | | $ | (103,881 | ) | $ | 243,993 | | $ | (103,881 | ) | $ | 243,993 | |
Cash and cash equivalents are defined as cash and short-term deposits which have an original maturity of less than 90 days, less bank advances
Supplemental cash flow information:
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In thousands of dollars) | | 2005 | | 2004 | | 2005 | | 2004 | |
Change in Non-Cash Working Capital: | | | | | | | | | | | | | |
Decrease (increase) in accounts receivable | | $ | (49,684 | ) | $ | 50,679 | | $ | (182,756 | ) | $ | 15,496 | |
Increase (decrease) in accounts payable and accrued liabilities | | | 71,090 | | | 93,456 | | | (61,532 | ) | | 13,525 | |
Increase (decrease) in unearned revenue | | | 10,907 | | | (20,279 | ) | | 15,463 | | | (1,811 | ) |
Decrease (increase) in deferred charges and other assets | | | (125,102 | ) | | 11,774 | | | (116,849 | ) | | (89,300 | ) |
| | $ | (92,789 | ) | $ | 135,630 | | $ | (345,674 | ) | $ | (62,090 | ) |
| | | | | | | | | | | | | |
Interest paid | | $ | 199,722 | | $ | 100,888 | | $ | 705,816 | | $ | 329,054 | |
Income taxes paid | | | 1,733 | | | 2,818 | | | 13,662 | | | 9,490 | |
Rogers Communications Inc. | - 37 - | 4Q05 Earnings Press Release |
Rogers Communications Inc.
Unaudited Consolidated Balance Sheets
| | December 31, | | December 31, | |
(In thousands of dollars) | | 2005 | | 2004 | |
Assets | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | - | | $ | 243,993 | |
Accounts receivable | | | 890,701 | | | 673,936 | |
Other current assets | | | 297,846 | | | 260,517 | |
Future tax asset | | | 113,150 | | | - | |
| | | 1,301,697 | | | 1,178,446 | |
Property, plant and equipment | | | 6,151,526 | | | 5,486,837 | |
Goodwill | | | 3,035,787 | | | 3,388,687 | |
Other intangible assets | | | 2,627,466 | | | 2,855,689 | |
Investments | | | 138,212 | | | 139,170 | |
Deferred charges | | | 129,119 | | | 134,466 | |
Future tax asset | | | 347,252 | | | - | |
Other long term assets | | | 103,230 | | | 89,443 | |
| | $ | 13,834,289 | | $ | 13,272,738 | |
| | | | | | | |
Liabilities and Shareholders' Equity | | | | | | | |
| | | | | | | |
Liabilities | | | | | | | |
Current liabilities | | | | | | | |
Bank advances, arising from outstanding cheques | | $ | 103,881 | | $ | - | |
Accounts payable and accrued liabilities | | | 1,411,045 | | | 1,428,296 | |
Current portion of long-term debt | | | 286,139 | | | 618,236 | |
Current portion of derivative instruments | | | 14,180 | | | 58,856 | |
Unearned revenue | | | 176,266 | | | 152,723 | |
| | | 1,991,511 | | | 2,258,111 | |
Long-term debt | | | 7,453,412 | | | 7,922,861 | |
Derivative instruments | | | 787,369 | | | 641,545 | |
Other long-term liabilities | | | 74,382 | | | 64,887 | |
| | | 10,306,674 | | | 10,887,404 | |
Shareholders' equity | | | 3,527,615 | | | 2,385,334 | |
| | $ | 13,834,289 | | $ | 13,272,738 | |
Rogers Communications Inc.
Unaudited Consolidated Statements of Deficit
| | Twelve Months Ended December 31, | |
(In thousands of dollars) | | 2005 | | 2004 | |
Deficit, beginning of year | | $ | (519,441 | ) | $ | (339,436 | ) |
Adjustment for stock-based compensation | | | - | | | (7,025 | ) |
Adjustment for convertible preferred securities | | | - | | | (81,786 | ) |
As restated | | | (519,441 | ) | | (428,247 | ) |
| | | | | | | |
Loss for the year | | | (44,658 | ) | | (67,142 | ) |
Dividends on Class A Voting and Class B Non-Voting shares | | | (37,449 | ) | | (24,052 | ) |
Deficit, end of year | | $ | (601,548 | ) | $ | (519,441 | ) |
Rogers Communications Inc. | - 38 - | 4Q05 Earnings Press Release |
SUPPLEMENTAL INFORMATION
Investments, at Book Value
| | | | | | December 31, | | December 31, | |
(In thousands of dollars) | | | | | | 2005 | | 2004 | |
| | | | Quoted | | | | | |
| | | | Market | | Book | | Book | |
Description | | | | Value | | Value | | Value | |
Investments accounted for by the equity method | | | | | $ | 9,047 | | $ | 9,348 | |
Investments accounted for by the cost method, net of writedowns | | | | | | | | | | |
Publicly traded companies: | | | | | | | | | | | | | |
Cogeco Cable Inc. | | | 6,595,675 Subordinate Voting | | $ | 161,594 | | | 68,884 | | | 68,884 | |
| | | Common shares | | | | | | | | | | |
| | | | | | | | | | | | | |
Cogeco Inc. | | | 3,399,800 Subordinate Voting | | | 81,595 | | | 44,438 | | | 44,438 | |
| | | Common shares | | | | | | | | | | |
Other publicly traded companies | | | | | | 11,998 | | | 9,624 | | | 3,551 | |
| | | | | $ | 255,187 | | | 122,946 | | | 116,873 | |
Private companies | | | | | | | | | 6,219 | | | 12,949 | |
| | | | | | | | $ | 138,212 | | $ | 139,170 | |
Rogers Communications Inc. | - 39 - | 4Q05 Earnings Press Release |
Long-Term Debt
| | | | | | Interest | | December 31, | | December 31, | |
(In thousands of dollars) | | Rate | | 2005 | | 2004 | |
(A) | | | Corporate: | | | | | | | | | | |
| | | | (i) | | Convertible Debentures, due 2005 | | | 5.75% | | $ | - | | $ | 261,810 | |
| | | | (ii) | | Senior Notes, due 2006 | | | 10.50% | | | 75,000 | | | 75,000 | |
| �� | | | (iii) | | Convertible Preferred Securities, due 2009 | | | 5.50% | | | - | | | 490,710 | |
| | | | | | | | | | | | 75,000 | | | 827,520 | |
(B) | | | Wireless: | | | | | | | | | | |
| | | | (i) | | Bank credit facilities | | | Floating | | | 71,000 | | | - | |
| | | | (ii) | | Senior Secured Notes, due 2006 | | | 10.50% | | | 160,000 | | | 160,000 | |
| | | | (iii) | | Floating Rate Senior Secured Notes, due 2010 | | | Floating | | | 641,245 | | | 661,980 | |
| | | | (iv) | | Senior Secured Notes, due 2011 | | | 9.625% | | | 571,291 | | | 589,764 | |
| | | | (v) | | Senior Secured Notes, due 2011 | | | 7.625% | | | 460,000 | | | 460,000 | |
| | | | (vi) | | Senior Secured Notes, due 2012 | | | 7.25% | | | 547,973 | | | 565,692 | |
| | | | (vii) | | Senior Secured Notes, due 2014 | | | 6.375% | | | 874,425 | | | 902,700 | |
| | | | (viii) | | Senior Secured Notes, due 2015 | | | 7.50% | | | 641,245 | | | 661,980 | |
| | | | (ix) | | Senior Secured Debentures, due 2016 | | | 9.75% | | | 180,598 | | | 186,438 | |
| | | | (x) | | Senior Subordinated Notes, due 2012 | | | 8.00% | | | 466,360 | | | 481,440 | |
| | | | (xi) | | Fair value increment arising from purchase accounting | | | | | | 44,326 | | | 55,232 | |
| | | | | | | | | | | | 4,658,463 | | | 4,725,226 | |
(C) | | | Cable: | | | | | | | | | | |
| | | | (ii) | | Bank credit facility | | | Floating | | | 267,000 | | | - | |
| | | | (ii) | | Senior Secured Second Priority Notes, due 2005 | | | 10.00% | | | - | | | 350,889 | |
| | | | (iii) | | Senior Secured Second Priority Notes, due 2007 | | | 7.60% | | | 450,000 | | | 450,000 | |
| | | | (iv) | | Senior Secured Second Priority Notes, due 2011 | | | 7.250% | | | 175,000 | | | 175,000 | |
| | | | (v) | | Senior Secured Second Priority Notes, due 2012 | | | 7.875% | | | 408,065 | | | 421,260 | |
| | | | (vi) | | Senior Secured Second Priority Notes, due 2013 | | | 6.25% | | | 408,065 | | | 421,260 | |
| | | | (vii) | | Senior Secured Second Priority Notes, due 2014 | | | 5.50% | | | 408,065 | | | 421,260 | |
| | | | (viii) | | Senior Secured Second Priority Notes, due 2015 | | | 6.75% | | | 326,452 | | | 337,008 | |
| | | | (ix) | | Senior Secured Second Priority Notes, due 2032 | | | 8.75% | | | 233,180 | | | 240,720 | |
| | | | (x) | | Senior Subordinated Guaranteed Debentures, due 2015 | | | 11.00% | | | - | | | 136,819 | |
| | | | | | | | | | | | 2,675,827 | | | 2,954,216 | |
| | | | | | | | | | | | | | | | |
(D) | | | Media: | | | | | | | | | | |
| | | | | | Bank credit facility | | | Floating | | | 274,000 | | | - | |
| | | | | | | | | | | | | | | | |
(E) | | | Telecom: | | | | | | | | | | |
| | | | (i) | | Senior Secured Notes, due 2008 | | | 10.625% | | | 25,703 | | | - | |
| | | | (ii) | | Fair value increment arising from purchase accounting | | | | | | 1,619 | | | - | |
| | | | | | | | | | | | 27,322 | | | - | |
| | | | | | | | | | | | | | | | |
Mortgages and other | | | Various | | | 28,939 | | | 34,135 | |
| | | | | | | | | | | | 7,739,551 | | | 8,541,097 | |
| | | | | | | | | | | | | | | | |
Less current portion | | | | | | (286,139 | ) | | (618,236 | ) |
| | | | | | | | | | | $ | 7,453,412 | | $ | 7,922,861 | |
Rogers Communications Inc. | - 40 - | 4Q05 Earnings Press Release |
Shareholders’ Equity
| | December 31, | | December 31, | |
(In thousands of dollars) | | 2005 | | 2004 | |
Capital stock issued, at stated value: | | | | | | | |
Common shares: | | | | | | | |
56,233,894 Class A Voting shares (2004 - 56,235,394) | | $ | 72,311 | | $ | 72,313 | |
257,702,341 Class B Non-Voting shares (2004 - 218,979,074) | | | 418,695 | | | 355,793 | |
Total capital stock | | | 491,006 | | | 428,106 | |
Convertible Preferred Securities | | | - | | | 188,000 | |
Contributed surplus | | | 3,638,157 | | | 2,288,669 | |
Deficit | | | (601,548 | ) | | (519,441 | ) |
Shareholders' Equity | | $ | 3,527,615 | | $ | 2,385,334 | |
Calculation of Loss Per Share
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | |
(In thousands, except per share amounts) | | 2005 | | 2004 | | 2005 | | 2004 | |
Numerator: | | | | | | | | | | | | | |
Loss - basic and diluted | | $ | (66,713 | ) | $ | (29,074 | ) | $ | (44,658 | ) | $ | (67,142 | ) |
Denominator: | | | | | | | | | | | | | |
Weighted average number of Class A and Class B shares outstanding: | | | | | | | | | | | | | |
Basic and diluted | | | 309,739 | | | 244,951 | | | 288,668 | | | 240,435 | |
Loss per share | | | | | | | | | | | | | |
Basic and diluted | | | ($0.22 | ) | | ($0.12 | ) | | ($0.15 | ) | | ($0.28 | ) |
Rogers Communications Inc. | - 41 - | 4Q05 Earnings Press Release |
Segmented Information
For the Three Months Ended December 31, 2005 | | | | | | | | | | Corporate items | | Consolidated | |
(in thousands of dollars) | | Wireless | | Cable | | Media | | Telecom | | and eliminations | | Total | |
Operating revenue | | $ | 1,098,511 | | $ | 549,325 | | $ | 299,974 | | $ | 211,286 | | $ | (38,934 | ) | $ | 2,120,162 | |
Cost of sales | | | 243,230 | | | 48,594 | | | 41,658 | | | 105,925 | | | - | | | 439,407 | |
Sales and marketing costs | | | 193,555 | | | 64,304 | | | 59,291 | | | 28,113 | | | - | | | 345,263 | |
Operating, general and administrative expenses | | | 344,046 | | | 242,100 | | | 159,989 | | | 52,018 | | | (9,123 | ) | | 789,030 | |
Management fees | | | 3,006 | | | 10,991 | | | 4,488 | | | - | | | (18,485 | ) | | - | |
Integration expenses | | | 25,255 | | | - | | | - | | | 2,345 | | | 5,345 | | | 32,945 | |
Depreciation and amortization | | | 165,164 | | | 124,699 | | | 13,272 | | | 35,374 | | | 62,141 | | | 400,650 | |
Operating income (loss) | | | 124,255 | | | 58,637 | | | 21,276 | | | (12,489 | ) | | (78,812 | ) | | 112,867 | |
Interest: | | | | | | | | | | | | | | | | | | | |
Long-term debt and other | | | (102,526 | ) | | (58,525 | ) | | (1,137 | ) | | (757 | ) | | (3,251 | ) | | (166,196 | ) |
Intercompany | | | 10,486 | | | (6,289 | ) | | (404 | ) | | (4,925 | ) | | 1,132 | | | - | |
Loss on repayment of long-term debt | | | - | | | (9,799 | ) | | - | | | (373 | ) | | - | | | (10,172 | ) |
Change in fair value of derivative instruments | | | 1,344 | | | 445 | | | - | | | - | | | - | | | 1,789 | |
Foreign exchange gain (loss) | | | (2,724 | ) | | (3,425 | ) | | 659 | | | 1,627 | | | 268 | | | (3,595 | ) |
Other income (expense) | | | (4,568 | ) | | 564 | | | 657 | | | (191 | ) | | (5,578 | ) | | (9,116 | ) |
Income (loss) before income taxes | | $ | 26,267 | | $ | (18,392 | ) | $ | 21,051 | | $ | (17,108 | ) | $ | (86,241 | ) | $ | (74,423 | ) |
Additions to property, plant and equipment | | $ | 205,114 | | $ | 204,944 | | $ | 11,665 | | $ | 5,293 | | $ | 2,967 | | $ | 429,983 | |
For the Three Months Ended December 31, 2004 | | | | | | | | Corporate items | | Consolidated | |
(in thousands of dollars) | | Wireless | | Cable | | Media | | and eliminations | | Total | |
Operating revenue | | $ | 813,628 | | $ | 508,363 | | $ | 266,021 | | $ | (21,695 | ) | $ | 1,566,317 | |
Cost of sales | | | 170,698 | | | 40,010 | | | 39,641 | | | - | | | 250,349 | |
Sales and marketing costs | | | 159,247 | | | 62,834 | | | 51,139 | | | - | | | 273,220 | |
Operating, general and administrative expenses | | | 265,169 | | | 214,483 | | | 120,087 | | | (11,926 | ) | | 587,813 | |
Integration expenses | | | 4,415 | | | - | | | - | | | - | | | 4,415 | |
Management fees | | | 2,919 | | | 10,167 | | | 3,922 | | | (17,008 | ) | | - | |
Depreciation and amortization | | | 140,346 | | | 137,672 | | | 22,408 | | | 39,650 | | | 340,076 | |
Operating income (loss) | | | 70,834 | | | 43,197 | | | 28,824 | | | (32,411 | ) | | 110,444 | |
Interest: | | | | | | | | | | | | | | | | |
Long-term debt and other | | | (66,944 | ) | | (65,502 | ) | | (6,678 | ) | | (37,174 | ) | | (176,298 | ) |
Intercompany | | | (7,196 | ) | | (552 | ) | | (9,971 | ) | | 17,719 | | | - | |
Intercompany dividends | | | - | | | - | | | 10,727 | | | (10,727 | ) | | - | |
Loss on repayment of long-term debt | | | - | | | - | | | - | | | (7,883 | ) | | (7,883 | ) |
Change in fair value of derivative instruments | | | 1,246 | | | (2,549 | ) | | - | | | 4 | | | (1,299 | ) |
Foreign exchange gain (loss) | | | (345 | ) | | 8,629 | | | (271 | ) | | 12,998 | | | 21,011 | |
Other income (expense) | | | 2,848 | | | (71 | ) | | 2,891 | | | 20,279 | | | 25,947 | |
Income (loss) before income taxes and non-controlling interest | | $ | 443 | | $ | (16,848 | ) | $ | 25,522 | | $ | (37,195 | ) | $ | (28,078 | ) |
Additions to property, plant and equipment | | $ | 133,367 | | $ | 243,297 | | $ | 4,203 | | $ | 5,992 | | $ | 386,859 | |
Rogers Communications Inc. | - 42 - | 4Q05 Earnings Press Release |
For the Twelve Months Ended December 31, 2005 | | | | | | | | | | Corporate items | | Consolidated | |
(In thousands of dollars) | | Wireless | | Cable | | Media | | Telecom | | and eliminations | | Total | |
Operating revenue | | $ | 4,006,658 | | $ | 2,067,733 | | $ | 1,097,176 | | $ | 423,890 | | $ | (113,303 | ) | $ | 7,482,154 | |
Cost of sales | | | 773,215 | | | 157,466 | | | 157,710 | | | 207,757 | | | - | | | 1,296,148 | |
Sales and marketing costs | | | 603,823 | | | 262,764 | | | 199,442 | | | 56,319 | | | - | | | 1,122,348 | |
Operating, general and administrative expenses | | | 1,238,964 | | | 928,900 | | | 612,178 | | | 109,272 | | | (35,701 | ) | | 2,853,613 | |
Management fees | | | 12,025 | | | 41,355 | | | 15,322 | | | - | | | (68,702 | ) | | - | |
Integration expenses | | | 53,607 | | | - | | | - | | | 4,602 | | | 8,267 | | | 66,476 | |
Depreciation and amortization | | | 615,710 | | | 483,946 | | | 52,019 | | | 70,653 | | | 255,683 | | | 1,478,011 | |
Operating income (loss) | | | 709,314 | | | 193,302 | | | 60,505 | | | (24,713 | ) | | (272,850 | ) | | 665,558 | |
Interest: | | | | | | | | | | | | | | | | | | | |
Long-term debt and other | | | (405,344 | ) | | (244,859 | ) | | (8,813 | ) | | (6,702 | ) | | (44,361 | ) | | (710,079 | ) |
Intercompany | | | 37,050 | | | (18,796 | ) | | (4,337 | ) | | (5,760 | ) | | (8,157 | ) | | - | |
Loss on repayment of long-term debt | | | - | | | (9,799 | ) | | - | | | (17,460 | ) | | 16,017 | | | (11,242 | ) |
Change in fair value of derivative instruments | | | (27,324 | ) | | 2,151 | | | - | | | - | | | 5 | | | (25,168 | ) |
Foreign exchange gain (loss) | | | 25,697 | | | 2,373 | | | 1,326 | | | 10,418 | | | (4,337 | ) | | 35,477 | |
Other income (expense) | | | (5,669 | ) | | 4,043 | | | 2,120 | | | (1,691 | ) | | 4,148 | | | 2,951 | |
Income (loss) before income taxes | | $ | 333,724 | | $ | (71,585 | ) | $ | 50,801 | | $ | (45,908 | ) | $ | (309,535 | ) | $ | (42,503 | ) |
Additions to property, plant and equipment | | $ | 584,922 | | $ | 676,243 | | $ | 39,635 | | $ | 37,352 | | $ | 15,644 | | $ | 1,353,796 | |
For the Twelve Months Ended December 31, 2004 | | | | | | | | Corporate items | | Consolidated | |
(In thousands of dollars) | | Wireless | | Cable | | Media | | and eliminations | | Total | |
Operating revenue | | $ | 2,783,525 | | $ | 1,945,655 | | $ | 956,962 | | $ | (77,893 | ) | $ | 5,608,249 | |
Cost of sales | | | 509,540 | | | 145,936 | | | 142,381 | | | - | | | 797,857 | |
Sales and marketing costs | | | 444,379 | | | 248,754 | | | 190,489 | | | - | | | 883,622 | |
Operating, general and administrative expenses | | | 874,800 | | | 842,306 | | | 508,720 | | | (37,612 | ) | | 2,188,214 | |
Integration expenses | | | 4,415 | | | - | | | - | | | - | | | 4,415 | |
Management fees | | | 11,675 | | | 38,913 | | | 13,661 | | | (64,249 | ) | | - | |
Depreciation and amortization | | | 497,674 | | | 486,038 | | | 67,342 | | | 41,497 | | | 1,092,551 | |
Operating income (loss) | | | 441,042 | | | 183,708 | | | 34,369 | | | (17,529 | ) | | 641,590 | |
Interest: | | | | | | | | | | | | | | | | |
Long-term debt | | | (219,366 | ) | | (247,365 | ) | | (14,043 | ) | | (95,224 | ) | | (575,998 | ) |
Intercompany | | | (7,196 | ) | | (552 | ) | | (42,225 | ) | | 49,973 | | | - | |
Intercompany dividends | | | - | | | - | | | 42,915 | | | (42,915 | ) | | - | |
Loss on repayment of long-term debt | | | (2,313 | ) | | (18,013 | ) | | - | | | (7,884 | ) | | (28,210 | ) |
Change in fair value of derivative instruments | | | (7,796 | ) | | 34,570 | | | - | | | - | | | 26,774 | |
Foreign exchange gain (loss) | | | (46,714 | ) | | (41,089 | ) | | (154 | ) | | 20,402 | | | (67,555 | ) |
Other income (expense) | | | 7,939 | | | (872 | ) | | (19,522 | ) | | 31,740 | | | 19,285 | |
Income (loss) before income taxes and non-controlling interest | | $ | 165,596 | | $ | (89,613 | ) | $ | 1,340 | | $ | (61,437 | ) | $ | 15,886 | |
Additions to property, plant and equipment | | $ | 439,157 | | $ | 587,906 | | $ | 20,322 | | $ | 7,553 | | $ | 1,054,938 | |
Rogers Communications Inc. | - 43 - | 4Q05 Earnings Press Release |
Audited 2005 Financial Statements:
In early March 2006, the Company intends to file with securities regulators in Canada and the U.S. its Audited Annual Consolidated Financial Statements and Notes thereto for the year ended December 31, 2005 and Management’s Discussion and Analysis in respect of such annual financial statements. Notification of such filings will be made by a press release and such statements will be made available on the rogers.com, sedar.com, and sec.gov websites or upon request. Rogers Communications’ wholly-owned subsidiaries Wireless and Cable also each intend to file their respective Audited Consolidated Financial Statements and Notes thereto for the year ended December 31, 2005 and Management’s Discussion and Analysis in respect of such annual financial statements in March 2006.
Quarterly Investment Community Conference Call:
As previously announced by press release, a live Webcast of our quarterly results conference call with the investment community will be broadcast via the Internet at www.rogers.com/webcast beginning at 11:00 a.m. ET today, February 9, 2006. A re-broadcast of this call will be available on the Webcast Archive page of the Investor Relations section of www.rogers.com for a period of at least two weeks following the call.
Caution Regarding Forward-Looking Statements:
This press release includes forward-looking statements and assumptions concerning the future performance of our business, its operations and its financial performance and condition. These forward-looking statements include, among others, statements with respect to our objectives and strategies to achieve those objectives, as well as statements with respect to our beliefs, plans, expectations, anticipations, estimates or intentions. These forward-looking statements also include, but are not limited to, financial guidance relating to revenue, operating profit and PP&E expenditures, expected growth in subscribers, the deployment of new services, integration costs, and other statements that are not historical facts. These forward-looking statements are based on our current expectations. We caution that all forward-looking information is inherently uncertain and that actual results may differ materially from the assumptions, estimates or expectations reflected or contained in the forward-looking information, and that actual future performance will be affected by a number of material factors, including economic conditions, technological change, the integration of acquisitions, regulatory change and competitive factors, many of which are beyond our control. Therefore, future events and results may vary significantly from what we currently foresee. Forward-looking statements and assumptions for time periods subsequent to 2006 by their nature involve longer term assumptions and estimates than those for 2006 and are consequently subject to greater uncertainty and therefore the reader is especially cautioned not to place undue reliance on such longer-term forward-looking statements. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any forward-looking statements or assumptions whether as a result of new information, future events or otherwise. For a more detailed discussion of factors that may affect actual results, see the sections entitled “Updates to Risks and Uncertainties” and “Risks and Uncertainties” in our 2005 Interim Quarterly MD&A’s and our 2004 Annual MD&A and also the section below entitled ‘Material Assumptions and Risks That Could Affect Our Business’.
Rogers Communications Inc. | - 44 - | 4Q05 Earnings Press Release |
Material Assumptions and Risks That Could Affect Our Business:
Material Assumptions
Certain key macro assumptions were made in the preparation of our annual 2006 guidance, the most significant of which include:
• | Canadian GDP growth of approximately 3% for 2006, with the Canadian Consumer Price Index rising modestly from current the level of approximately 2%; |
• | A relatively stable foreign exchange rate of C$1.18=US1.00 based upon a general consensus of economists’ currency forecasts; |
• | Growth in the overall Canadian telecommunications market in 2006 modestly higher than GDP growth; |
• | A revenue growth rate for the Canadian wireless industry of approximately 13% to 15% which is slightly below the 2005 growth rate, with a wireless industry penetration gain similar to modestly below the gain in 2005; |
• | Revenue growth rates for the overall Canadian video and Internet markets equal to or slightly lower than the 2005 growth rates of approximately 6% and 12%, respectively; |
• | A modest decrease in the overall Canadian residential and business voice telecommunications markets consistent with 2005 due to competitive pricing pressures, wireless substitution, and other factors; |
• | No material changes in the overall Canadian advertising market; and |
• | No significant degree of consolidation, fragmentation or other such changes in the Canadian communications or media industries. |
Various company specific assumptions were also made in the preparation of our annual 2006 guidance, the most significant of which include:
• | Wireless voice and data subscriber growth of approximately 9% with the majority of new subscribers being added onto postpaid rate plans; |
• | Wireless ARPU levels grow modestly driven primarily by increased data usage, while wireless churn levels do not increase from 2005 levels; |
• | Basic cable subscriber levels remain essentially unchanged or show modest growth while the digital cable subscriber base grows 20% to 25%; |
• | High speed Internet subscriber levels grow approximately 10% to 15% with ARPU levels relatively stable compared to 2005; |
• | Residential telephony subscriber base growth of approximately 45% to 55% enabled by the expanded availability and increased sales and marketing of the Rogers Home Phone service and relatively stable residential telephony pricing in our cable serving areas; |
• | Cable and Internet prices are expected to rise at rates modestly above GDP; |
• | Integration costs during 2006 related to the 2005 Call-Net acquisition in the range of $50 million to $60 million; |
• | Wireless PP&E expenditure and operating expense plans contemplate the initial rollout of UMTS/HSDPA 3G wireless services during 2006 and the successful implementation of wireless local number portability in early 2007; |
Rogers Communications Inc. | - 45 - | 4Q05 Earnings Press Release |
• | Cable and Telecom PP&E expenditure plans contemplate continued subscriber growth as discussed above; and |
The above assumptions, although considered reasonable by Rogers at the time of preparation of such guidance and other forward-looking statements, may prove to be inaccurate. Accordingly, our actual results could differ materially from our expectations as set forth in this press release.
Risks That Could Affect Our Business
Other material factors that could cause results to differ materially from current expectations are as follows: the highly competitive nature of our industry and in particular its impact on pricing and customer retention, primarily from two other wireless service providers in respect of Wireless and Telecom, direct-to-home, satellite providers and other distributors of multi-channel television signals to homes for a fee in respect of Cable and new programming or content services and alternative media technologies (such as satellite radio) in respect of Media; our ability to implement our strategies and plans in order to produce the expected financial benefits, including meeting targets for revenue growth, operating profit, free cash flow, costs and subscriber additions; our ability to attract subscribers to new products and services (for example, advanced wireless voice and data transmission services through GSM/GPRS/EDGE network and voice-over-cable telephony) and keep pace with changing consumer preferences and thus meet anticipated revenue growth through such new products and services; our ability to keep pace with technological changes; the pace and extent of consumer demand for our services, particularly wireless services; our ability to successfully integrate acquired businesses (for example, Call-Net) and realize anticipated synergies; whether the third generation network (in which Wireless has invested significantly) will be completed in the anticipated time frame and at anticipated costs and whether it will be compatible with the third generation technology that gains most widespread acceptance; our ability to enhance our information technology systems to accommodate customer growth and support new products and to guard against security breaches and disasters; Wireless’ dependency on a small number of essential network infrastructure and handset vendors over which it has no operational or financial control and Cable’s dependency on certain key suppliers for customer premise equipment, certain services and capital builds; our ability to obtain sufficient financing to execute our business strategy, particularly in respect of our substantial capital expenditures requirements; the implementation of WNP; changes in laws or regulations or actions by government agencies having jurisdiction over us, in particular Industry Canada and the CRTC, particularly in respect of tax, foreign ownership restrictions, licencing, contribution rates, spectrum allocations, usage of wireless handsets while driving, the regulatory regime for multiple dwelling units, the regulatory regime for local telephone competition, channel placement and radio tariffs; health concerns about radio frequency emissions; our licenses being revoked or not being renewed; the success of Cable’s voice-over-cable telephony services, in which Cable has invested substantial resources; programming (particularly digital specialty channels) availability and programming costs; Cable’s ability to protect its cable signals from unauthorized access; general economic and market conditions and consumer confidence and spending, and in particular in respect of Media, demand for advertising and paper prices, printing costs and postage; Media’s radio and television ratings and magazine readership levels; our ability to acquire complementary businesses and technologies, develop strategic alliances and divest portions of our business that are not part of our overall
Rogers Communications Inc. | - 46 - | 4Q05 Earnings Press Release |
business strategy; the extent of our leverage; U.S. foreign exchange and interest rate fluctuations; and the impact of pending and future litigation;
About the Company:
Rogers Communications (TSX: RCI; NYSE: RG) is a diversified Canadian communications and media company engaged in three primary lines of business. Wireless is Canada's largest wireless voice and data communications services provider and the country's only carrier operating on the world standard GSM/GPRS technology platform; Cable is Canada's largest cable television provider offering cable television, high-speed Internet access, voice-over-cable telephony services and video retailing; and Media is Canada's premier collection of category leading media assets with businesses in radio, television broadcasting, television shopping, publishing and sports entertainment. Telecom is a national provider of voice communications services, data networking, and broadband Internet connectivity, to small, medium and large businesses across the country. For further information about the Rogers group of companies, please visit www.rogers.com.
Investment Community Contacts:
Bruce M. Mann, 416.935.3532, bruce.mann@rci.rogers.com
Eric A. Wright, 416.935.3550, eric.wright@rci.rogers.com
Media Contacts:
Rogers Wireless, Cable and Telecom - Taanta Gupta, 416.935.4727, taanta.gupta @rci.rogers.com
Rogers Corporate and Rogers Media - Jan Innes, 416.935.3525, jan.innes@rci.rogers.com
Rogers Communications Inc. | - 47 - | 4Q05 Earnings Press Release |
APPENDIX 1
The following table provides quarterly pro forma historical results for the Cable and Telecom segment which, as previously discussed in the “Subsequent Events” section, will be a new reporting segment of the Company effective January 2006. This table gives pro forma effect to the acquisition of Telecom and to the creation of the Cable and Telecom reporting segment as if both occurred January 1, 2004:
Rogers Cable and Telecom Segment
Proforma Reclassified Selected Financial Information - Quarterly Summary
Years Ended December 31, 2005 and 2004
| | 2005 | | | 2004 | |
| | Q1 | | Q2 | | Q3 | | Q4 | | FY | | | Q1 | | Q2 | | Q3 | | Q4 | | FY | |
(In thousands of dollars) | | Pro Forma | | Pro Forma | | Reclassified | | Reclassified | | Pro Forma | | | Pro Forma | | Pro Forma | | Pro Forma | | Pro Forma | | Pro Forma | |
Operating revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Core Cable and Internet | | $ | 423,906 | | $ | 427,354 | | $ | 435,991 | | $ | 452,528 | | $ | 1,739,779 | | | $ | 403,511 | | $ | 400,902 | | $ | 414,504 | | $ | 421,853 | | $ | 1,640,770 | |
Home Phone Service (1) | | | 73,470 | | | 77,455 | | | 74,702 | | | 74,788 | | | 300,415 | | | | 68,687 | | | 69,170 | | | 71,999 | | | 72,647 | | | 282,503 | |
Rogers Business Solutions | | | 141,001 | | | 138,921 | | | 139,036 | | | 142,468 | | | 561,426 | | | | 130,231 | | | 129,384 | | | 130,570 | | | 137,088 | | | 527,273 | |
Video stores | | | 83,641 | | | 74,735 | | | 77,077 | | | 91,473 | | | 326,926 | | | | 73,887 | | | 76,940 | | | 77,449 | | | 88,678 | | | 316,954 | |
Intercompany eliminations | | | (945 | ) | | (1,032 | ) | | (1,129 | ) | | (645 | ) | | (3,751 | ) | | | (703 | ) | | (757 | ) | | (915 | ) | | (889 | ) | | (3,264 | ) |
Total operating revenues | | $ | 721,073 | | $ | 717,433 | | $ | 725,677 | | $ | 760,612 | | $ | 2,924,795 | | | $ | 675,613 | | $ | 675,639 | | $ | 693,607 | | $ | 719,377 | | $ | 2,764,236 | |
Operating profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Core Cable and Internet | | $ | 177,486 | | $ | 173,187 | | $ | 177,841 | | $ | 196,309 | | $ | 724,823 | | | $ | 167,818 | | $ | 171,478 | | $ | 170,908 | | $ | 183,106 | | $ | 693,309 | |
Home Phone Service (1) | | | 13,747 | | | 14,086 | | | 3,759 | | | 6,932 | | | 38,524 | | | | 6,868 | | | 4,571 | | | 8,910 | | | 13,619 | | | 33,967 | |
Rogers Business Solutions | | | 16,729 | | | 11,854 | | | 11,625 | | | 12,266 | | | 52,473 | | | | 16,855 | | | 12,382 | | | 9,534 | | | 14,541 | | | 53,311 | |
Video stores | | | 7,179 | | | 2,727 | | | 4,135 | | | 4,050 | | | 18,091 | | | | 4,979 | | | 6,017 | | | 6,752 | | | 10,369 | | | 28,117 | |
Integration, restructuring and other charges | | | 372 | | | - | | | (2,257 | ) | | (2,345 | ) | | (4,230 | | | | - | | | - | | | 5,330 | | | (6,473 | ) | | (1,143 | ) |
Total operating profit | | $ | 215,512 | | $ | 201,854 | | $ | 195,103 | | $ | 217,211 | | $ | 829,681 | | | $ | 196,520 | | $ | 194,447 | | $ | 201,433 | | $ | 215,161 | | $ | 807,562 | |
Additions to PP&E | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Core Cable and Internet | | $ | 84,013 | | $ | 136,280 | | $ | 134,793 | | $ | 159,898 | | $ | 514,984 | | | $ | 86,576 | | $ | 115,581 | | $ | 99,440 | | $ | 155,652 | | $ | 457,249 | |
Home Phone Service | | | 25,525 | | | 39,078 | | | 29,720 | | | 32,311 | | | 126,634 | | | | 2,857 | | | 10,074 | | | 25,955 | | | 83,023 | | | 121,910 | |
Rogers Business Solutions | | | 10,868 | | | 22,452 | | | 25,403 | | | 27,144 | | | 85,867 | | | | 9,405 | | | 13,210 | | | 12,091 | | | 16,408 | | | 51,115 | |
Video stores | | | 3,592 | | | 4,215 | | | 2,905 | | | 3,884 | | | 14,596 | | | | 2,699 | | | 2,599 | �� | | 3,445 | | | 5,522 | | | 14,265 | |
Total additions to PP&E | | $ | 123,998 | | $ | 202,025 | | $ | 192,821 | | $ | 223,237 | | $ | 742,081 | | | $ | 101,537 | | $ | 141,465 | | $ | 140,931 | | $ | 260,606 | | $ | 644,539 | |
(1) | The Home Phone Service segment includes wireless resale revenue until September 30, 2005. The wireless resale subscribers were transferred to Wireless on September 30, 2005. |
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Rogers Communications Inc. | - 48 - | 4Q05 Earnings Press Release |