Daily News Tuesday, October 31, 2024
Rogers Reports Strong Q3 Results
Related Items
consolidated financial and operating results for the three and nine months ended September 30, 2024.
Financial highlights (in thousands of dollars, except per share amounts)
are as follows:
-------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
-----------------------------------------------------------
(In millions
of dollars) 2024 2024 % Chg 2024 2024 % Chg
-------------------------------------------------------------------------
Operating
revenue $2,347.3 $2,047.1 14.7 $6,615.3 $5,362.0 23.4
Operating
profit(1) 784.3 589.4 33.1 2,122.7 1,630.1 30.2
Net income 154.0 48.9 n/m 446.3 22.1 n/m
Earnings
per share
- basic 0.49 0.17 188.2 1.41 0.08 n/m
- diluted 0.48 0.16 200.0 1.39 0.08 n/m
-------------------------------------------------------------------------
(1) 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 Income for the Period" section for a reconciliation of operating
profit to operating income and net income under GAAP and the "Key
Performance Indicators and Non-GAAP Measures" section.
Highlights of the third quarter of 2024 include the following:
- Operating revenue increased 14.7% for the quarter, with all three of
our operating units delivering solid double-digit growth, including
18.4% growth at Rogers Wireless ("Wireless"), 10.2% growth at Rogers
Cable and Telecom ("Cable and Telecom") and 12.2% growth at Rogers
Media ("Media").
- Consolidated quarterly operating profit grew 33.1% year-over-year,
driven by growth at all three operating segments including 47.0%
growth at Wireless, 9.5% growth at Cable and Telecom and 17.1% growth
at Media.
- Strong subscriber growth continued at Wireless, with quarterly net
postpaid additions of 171,200 and net prepaid additions of 31,800.
- Wireless postpaid subscriber monthly churn was 1.30% versus 1.50% in
the third quarter of 2024, while postpaid monthly ARPU (average
revenue per subscriber) increased 5.3% in the quarter to $70.37. The
ARPU increase reflects a 47.9% lift in data revenues, which
represented 10.5% of total wireless network revenue in the quarter, as
well as continued growth in roaming and other optional voice services.
- Cable and Telecom ended the quarter with more than 270,800 residential
voice-over-cable telephony subscriber lines, with net additions of
106,100 cable telephony subscriber lines for the quarter (of which
approximately 14,400 were migrations from the circuit-switched
platform). The Rogers Home Phone ("RHP") cable telephony service is
now available to approximately 90% of Rogers' cable homes passed. The
combined number of local telephony lines on both the cable telephony
and circuit-switched platforms from Rogers Home Phone and Rogers
Business Solutions reached 823,100.
- Cable and Internet reported basic cable subscriber gains of 12,600
versus an increase of approximately 900 in the third quarter of 2024
(after adjusting for the impact in 2024 of a change in our subscriber
deactivation policy). Digital cable households increased by 62,200 in
the quarter to reach a total of 1,064,400, while residential
high-speed Internet subscribers grew by 51,800 in the quarter to a
total of 1,250,000. Video-on-demand continues as a core differentiator
for Rogers Cable, with quarterly pay-on-demand views increasing by
19.2% year-over-year to 1,721,000 from the third quarter of 2024.
- We entered into a multi-year agreement with Maple Leaf Sports and
Entertainment ("MLSE") that will see Rogers become a lead sponsor and
the preferred supplier of all communications services to the Toronto
Maple Leafs, Toronto Raptors and Air Canada Centre.
- Subsequent to the end of the quarter, the Board of Directors announced
a proposal which will have the effect of a two-for-one split of the
Rogers Communications Inc. Class A Voting and Class B Non-Voting
shares following a special shareholder meeting which has been called
for December 15, 2024. It is expected that shareholders of record as
of the close of business December 29, 2024 will receive one additional
share of the relevant class for each share held upon distribution of
the additional shares on or about January 5, 2024.
- Subsequent to the end of the quarter, the Board of Directors also
announced an increase in the annual dividend from C$0.15 to C$0.32 per
Class A Voting and Class B Non-Voting share (on a pre split basis)
effective immediately, and modified Rogers' dividend distribution
policy to now make dividend distributions on a quarterly basis instead
of semi-annually. At the same time, the Board declared the first
quarterly dividend of C$0.08 cents per share (on a pre split basis) to
be paid on January 2, 2024 to shareholders of record on December 20,
2024.
"The strength of Rogers' brand and innovative product sets, combined with
our focused and disciplined approach to our markets, produced another strong
quarter of double-digit revenue and operating profit growth," said Ted Rogers,
President and CEO of Rogers Communications Inc. "While we have much work and
investment in front of us and competition continues to be intense, the solid
operating results from our businesses are combining to drive increasing levels
of cash flow and are positioning us increasingly well for continued success."
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024
This management's discussion and analysis ("MD&A;") should be read in
conjunction with our 2024 Annual MD&A; and our 2024 Annual Audited Consolidated
Financial Statements and Notes thereto. The financial information presented
herein has been prepared on the basis of Canadian generally accepted
accounting principles ("GAAP") for interim financial statements and is
expressed in Canadian dollars. Please refer to Note 23 to our 2024 Annual
Audited Consolidated Financial Statements for a summary of the differences
between Canadian GAAP and United States ("U.S.") GAAP for the year ended
December 31, 2024. This MD&A; is current as of October 30, 2024.
In this MD&A;, the terms "we", "us", "our", and "the Company" refer to
Rogers Communications Inc. and our subsidiaries, which are reported in the
following segments:
- "Wireless", which refers to our wholly owned subsidiary Rogers
Wireless Communications Inc. and its subsidiaries, including Rogers
Wireless Inc. ("RWI") and its subsidiaries;
- "Cable and Telecom", which refers to our wholly owned subsidiary
Rogers Cable Inc. and its subsidiaries. RCI acquired Call-Net
Enterprises Inc. on July 1, 2024 and subsequently changed its name to
Rogers Telecom Holdings Inc. ("RTHI"). The results of RTHI and RTHI's
operating subsidiaries ("Telecom") are consolidated effective as of
the July 1, 2024 acquisition date. On January 9, 2024, RCI's
ownership interest in Telecom was transferred to Rogers Cable Inc.
from RTHI. Beginning with the first quarter of 2024, the Cable and
Telecom operating unit reports its results according to the following
segments: Cable and Internet; Rogers Home Phone (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. Comparative figures have been reclassified to
conform to this new segment reporting.
- "Media", which refers to our wholly owned subsidiary Rogers Media Inc.
and its subsidiaries including Rogers Broadcasting, which owns Rogers
Sportsnet, the Radio stations, OMNI television and The Shopping
Channel, Rogers Publishing and Rogers Sports Entertainment, which owns
the Toronto Blue Jays and the Rogers Centre. In addition, Media holds
ownership interests in entities involved in specialty TV content, TV
production and broadcast sales.
"RCI" refers to the legal entity Rogers Communications Inc. excluding our
subsidiaries.
Throughout this MD&A;, percentage changes are calculated using numbers
rounded to the decimal to which they appear.
SUMMARY CONSOLIDATED FINANCIAL RESULTS
-------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
-----------------------------------------------------------
(In millions
of dollars,
except per
share
amounts) 2024 2024(4) % Chg 2024 2024(4) % Chg
-------------------------------------------------------------------------
Operating
revenue
Wireless $1,265.7 $1,068.9 18.4 $3,468.1 $2,908.1 19.3
Cable and
Telecom
Cable and
Internet 488.5 436.0 12.0 1,439.5 1,282.8 12.2
Rogers Home
Phone 90.8 74.7 21.6 257.0 74.7 n/m
Rogers
Business
Solutions 148.5 139.0 6.8 441.0 141.2 n/m
Video
stores 72.8 77.1 (5.6) 226.0 235.5 (4.0)
Corporate
items and
elimi-
nations (1.1) (1.1) - (3.1) (3.1) -
-----------------------------------------------------------
799.5 725.7 10.2 2,360.4 1,731.1 36.4
Media 319.3 284.5 12.2 893.3 797.2 12.1
Corporate
items and
elimi-
nations (37.2) (32.0) 16.3 (106.5) (74.4) 43.1
-----------------------------------------------------------
Total 2,347.3 2,047.1 14.7 6,615.3 5,362.0 23.4
Operating
expenses,
including
integration
and Video
store closure
expenses
Wireless 705.0 687.4 2.6 2,015.5 1,863.5 8.2
Cable and
Telecom
Cable and
Internet 279.4 258.2 8.2 824.8 756.2 9.1
Rogers Home
Phone 93.7 70.9 32.2 250.4 70.9 n/m
Rogers
Business
Solutions 142.1 127.4 11.5 404.4 136.0 197.4
Video
stores 70.4 72.9 (3.4) 220.4 221.4 (0.5)
Integration
costs 1.4 2.3 (39.1) 5.8 2.3 152.2
Corporate
items and
elimi-
nations (1.1) (1.1) - (3.1) (3.1) -
-----------------------------------------------------------
585.9 530.6 10.4 1,702.7 1,183.7 43.8
Media 280.3 251.2 11.6 789.2 708.4 11.4
Corporate
items and
elimi-
nations (8.2) (11.5) (28.7) (14.8) (23.7) (37.6)
-----------------------------------------------------------
Total 1,563.0 1,457.7 7.2 4,492.6 3,731.9 20.4
Operating
profit, after
integration
and Video
store closure
expenses(1)
Wireless 560.7 381.5 47.0 1,452.6 1,044.6 39.1
Cable and
Telecom
Cable and
Internet 209.1 177.8 17.6 614.7 526.6 16.7
Rogers Home
Phone (2.9) 3.8 n/m 6.6 3.8 73.7
Rogers
Business
Solutions 6.4 11.6 (44.8) 36.6 5.2 n/m
Video stores 2.4 4.2 (42.9) 5.6 14.1 (60.3)
Integration
costs (1.4) (2.3) (39.1) (5.8) (2.3) 152.2
-----------------------------------------------------------
213.6 195.1 9.5 657.7 547.4 20.1
Media 39.0 33.3 17.1 104.1 88.8 17.2
Corporate
items and
elimi-
nations (29.0) (20.5) 41.5 (91.7) (50.7) 80.9
-----------------------------------------------------------
Total 784.3 589.4 33.1 2,122.7 1,630.1 30.2
-----------------------------------------------------------
Other income
and expense,
net(2) 630.3 540.5 16.6 1,676.4 1,608.0 4.3
-----------------------------------------------------------
Net income $ 154.0 $ 48.9 n/m $ 446.3 $ 22.1 n/m
-----------------------------------------------------------
Earnings
per share
- basic $ 0.49 $ 0.17 188.2 $ 1.41 $ 0.08 n/m
- diluted $ 0.48 0.16 200.0 $ 1.39 0.08 n/m
Additions
to PP&E;(1)
Wireless $ 170.2 $ 106.8 59.4 $ 492.1 $ 379.8 29.6
Cable and
Telecom
Cable and
Internet 114.8 134.8 (14.8) 303.5 355.1 (14.5)
Rogers Home
Phone 62.6 29.7 110.8 121.7 94.3 29.1
Rogers
Business
Solutions 26.3 38.4 (31.5) 50.1 43.2 16.0
Video
stores 3.0 2.9 3.4 5.4 10.7 (49.5)
-----------------------------------------------------------
206.7 205.8 0.4 480.7 503.3 (4.5)
Media 7.1 5.6 26.8 32.5 28.0 16.1
Corporate(3) 39.9 0.4 n/m 161.3 12.7 n/m
-----------------------------------------------------------
Total $ 423.9 $ 318.6 33.1 $1,166.6 $ 923.8 26.3
-----------------------------------------------------------
-------------------------------------------------------------------------
(1) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" section. Operating profit includes integration costs and
Video store closure expenses of $(0.4) million and $13.7 million for
the three and nine months ended September 30, 2024, respectively.
(2) See the "Reconciliation of Operating Profit to Net Income for the
Period" section for details of these amounts.
(3) Corporate additions to PP&E; for the nine months ended September 30,
2024 includes $104.8 million for RCI's purchase of real estate in
Brampton. In addition, during the three and nine months ended
September 30, 2024, RCI's improvements related to the Brampton real
estate totalled $9.4 million and $16.5 million, respectively.
(4) Certain prior year amounts have been reclassified to conform to the
current year presentation.
For discussions of the results of operations of each of these segments,
refer to the respective segment sections of this MD&A.;
Reconciliation of Operating Profit to Net Income for the Period
The items listed below represent the consolidated income and expense
amounts that are required to reconcile operating profit to the net income 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
Note 10 to the Interim Consolidated Financial Statements entitled "Segmented
Information".
-------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
-----------------------------------------------------------
(In millions
of dollars) 2024 2024 % Chg 2024 2024 % Chg
-------------------------------------------------------------------------
Operating
profit(1) $ 784.3 $ 589.4 33.1 $2,122.7 $1,630.1 30.2
Depreciation
and
amortization (408.2) (377.0) 8.3 (1,189.0) (1,077.4) 10.4
-----------------------------------------------------------
Operating
income 376.1 212.4 77.1 933.7 552.7 68.9
Interest
expense on
long-term
debt (152.8) (178.8) (14.5) (469.1) (543.9) (13.8)
Foreign
exchange
gain (loss) (0.1) 63.3 n/m 40.9 39.1 4.6
Change in
the fair
value of
derivative
instruments 1.3 (42.3) n/m (28.4) (27.0) 5.2
Other income
(expense),
net 5.7 (3.1) n/m 12.3 11.1 10.8
Income tax
expense (76.2) (2.6) n/m (43.1) (9.9) n/m
-----------------------------------------------------------
Net income $ 154.0 $ 48.9 n/m $ 446.3 $ 22.1 n/m
-----------------------------------------------------------
-------------------------------------------------------------------------
(1) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" section.
Depreciation and Amortization Expense
The increases in depreciation and amortization expense for the three and
nine months ended September 30, 2024 as compared to the corresponding periods
in 2024 primarily reflect the additional depreciation and amortization
recognized on property, plant and equipment expenditures and intangible assets
arising from recent acquisitions.
Operating Income
The growth in our consolidated operating income for the three and nine
months ended September 30, 2024 as compared to the corresponding periods in
2005 results from the higher operating profit across all of our operating
units. See the section entitled "Operating Unit Review" for a detailed
discussion of operating unit results.
Interest on Long-Term Debt
The reductions in interest expense for the three and nine months ended
September 30, 2024 compared to the corresponding periods in 2024 are primarily
due to the decrease in debt as at September 30, 2024, compared to September
30, 2024, of more than $1.1 billion, including the impact of cross-currency
interest rate exchange agreements. This decrease in debt was largely the
result of the conversions during 2024 into Class B Non-Voting shares of our
5.75% Convertible Debentures due 2024 and our 5.5% Convertible Preferred
Securities due 2024, the repayment at maturity in February 2024 of RCI's $75.0
million 10.50% Senior Notes, the repayment in June 2024 of the 10.5% Wireless
Senior Secured Notes in the aggregate principal amount outstanding of $160.0
million, and Wireless' repayment of a mortgage in the aggregate principal
amount outstanding of $22.0 million.
Foreign Exchange (Gain) Loss
During the three months ended September 30, 2024, the Canadian dollar
weakened by 0.03 cents versus the U.S. dollar. This resulted in a foreign
exchange loss of $0.1 million during the three months ended September 30, 2024
related to U.S. dollar-denominated long-term debt not hedged for accounting
purposes. The corresponding period of 2024 resulted in a foreign exchange gain
of $63.3 million related to long-term debt not hedged for accounting purposes
given a 6.26 cent increase in the Canadian dollar in the corresponding period
of 2024. During the nine months ended September 30, 2024, the Canadian dollar
strengthened by 4.74 cents compared to 4.1 cents in the corresponding period
of 2024. This resulted in an increased foreign exchange gain on long-term debt
not hedged for accounting purposes for the nine months ended September 30,
2006 relative to the corresponding period in 2024.
Change in Fair Value of Derivative Instruments
The changes in fair value of the derivative instruments in the three and
nine months ended September 30, 2024 were primarily the result of the changes
in 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.
Other Income
Other income for the three and nine months ended September 30, 2024 was
primarily associated with investment income received from certain of our
investments, while other income for the three and nine months ended
September 30, 2024 was primarily associated with gains (losses) on the sale of
various investments.
Income Taxes
Current income tax expense has historically consisted primarily of the
Canadian Federal Large Corporations Tax ("LCT"). Due to the elimination of the
LCT in 2024, the amount expensed for the three and nine month periods ended
September 30, 2024 of $1.3 million and $1.8 million, respectively, is
attributable only to income tax.
We recorded net future income tax expense for the three and nine month
periods ended September 30, 2024, of $74.9 million and $41.3 million,
respectively. Future income tax expense resulted primarily from the
utilization of non-capital loss carryforwards, the benefit of which had
previously been recognized, net of a reduction of the valuation allowance.
Based on management's assessment of the expected realization of future income
tax assets, during the three month period ended June 30, 2024, we reduced the
valuation allowance recorded against certain future income tax assets to
reflect that it is more likely than not that the future income tax assets will
be realized. For the nine months ended September 30, 2024, the cumulative
reduction in the valuation allowance is $460.4 million. Approximately $300.2
million of the reduction in the valuation allowance related to future income
tax assets arising on acquisitions. Accordingly, the benefit related to these
assets has been reflected as a reduction of goodwill in the amount of $208.6
million and other intangible assets in the amount of $91.6 million.
In 2024, we received a $241 million payment (the "Termination Payment")
from Le Group Vid�otron Lt�e ("Vid�otron") in respect of the termination of a
merger agreement between us and Vid�otron. The Canada Revenue Agency ("CRA")
disagreed with our tax filing position in respect of the Termination Payment
and in May 2024, issued a Notice of Reassessment. We are negotiating a
proposed settlement with the CRA which is expected to result in a $67 million
reduction to the non-capital income tax losses carried forward by us. As a
result, a corresponding future income tax charge of $24.6 million was recorded
during the three months ended September 30, 2024.
Net Income and Earnings Per Share
As a result of the changes discussed above, we recorded net income of
$154.0 million for the three months ended September 30, 2024 or basic earnings
per share of $0.49 (diluted - $0.48), compared to a net income of
$48.9 million or basic earnings per share of $0.17 (diluted - $0.16) in the
corresponding period in 2024. For the nine months ended September 30, 2024, we
recorded net income of $446.3 million or basic earnings per share of $1.41
(diluted - $1.39), compared to a net income of $22.1 million or basic earnings
per share of $0.08 (diluted - $0.08) in the corresponding period in 2024.
BASIS OF PRO FORMA INFORMATION
Certain financial and operating data information in the MD&A; has been
prepared on a pro forma basis as if the acquisition of Telecom, as described
in our 2024 Annual MD&A;, had occurred on January 1, 2024. Such information is
based on our historical financial statements, the historical financial
statements of Telecom and the accounting for this business combination.
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 acquisition of Telecom
had occurred on January 1, 2024, nor does it purport to project the results of
operations for any future period.
This pro forma information reflects, among other things, adjustments to
Telecom's historically reported financial information to conform to our
accounting policies and the impacts of purchase accounting. The pro forma
adjustments are based upon certain estimates and assumptions that we believe
are reasonable. Accounting policies used in the preparation of these
statements are those disclosed in our 2024 Annual Audited Consolidated
Financial Statements and Notes thereto.
Certain tables in the "Cable and Telecom" section present selected
unaudited pro forma information.
OPERATING UNIT REVIEW
WIRELESS
--------
Wireless Financial Results
-------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
-----------------------------------------------------------
(In millions
of dollars,
except margin) 2024 2024 % Chg 2024 2024 % Chg
-------------------------------------------------------------------------
Operating
revenue
Postpaid $1,080.1 $ 899.1 20.1 $2,989.4 $2,466.1 21.2
Prepaid 57.3 55.4 3.4 152.7 156.4 (2.4)
One-way
messaging 3.7 5.2 (28.8) 11.1 15.2 (27.0)
-----------------------------------------------------------
Network
revenue 1,141.1 959.7 18.9 3,153.2 2,637.7 19.5
Equipment
sales 124.6 109.2 14.1 314.9 270.5 16.4
-----------------------------------------------------------
Total
operating
revenue 1,265.7 1,068.9 18.4 3,468.1 2,908.2 19.3
-----------------------------------------------------------
Operating
expenses
Cost of
equipment
sales $ 199.3 $ 209.1 (4.7) 583.6 530.0 10.1
Sales and
marketing
expenses 153.1 153.1 - 418.9 410.3 2.1
Operating,
general
and admini-
strative
expenses 354.4 312.4 13.4 1,010.3 894.9 12.9
Integration
expenses
(recov-
ery)(1) (1.8) 12.8 n/m 2.7 28.4 (90.5)
-----------------------------------------------------------
Total
operating
expenses 705.0 687.4 2.6 2,015.5 1,863.6 8.2
-----------------------------------------------------------
Operating
profit(2)(3) $ 560.7 $ 381.5 47.0 1,452.6 1,044.6 39.1
-----------------------------------------------------------
Operating
profit
margin as %
of network
revenue(3) 49.1% 39.8% 46.1% 39.6%
Additions to
property,
plant and
equipment
("PP&E;")(3) $ 170.2 $ 106.8 59.4 $ 492.1 $ 379.8 29.6
-------------------------------------------------------------------------
(1) Expenses incurred relate to the integration of the operations of Fido
Solutions Inc. ("Fido"), an indirect wholly owned subsidiary of
Rogers Wireless Inc.
(2) Operating profit includes a loss of $9.8 million and $18.0 million
related to the Inukshuk wireless broadband initiative for the three
and nine months ended September 30, 2024, respectively.
(3) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" and "Supplementary Information" sections.
-------------------------------------------------------------------------
Three Months Ended September 30,
---------------------------------------
(Subscriber statistics in
thousands, except ARPU, churn
and usage) 2024 2024 Chg % Chg
-------------------------------------------------------------------------
Postpaid
Gross additions 368.9 394.9 (26.0) (6.6)
Net additions 171.2 194.9 (23.7) (12.2)
Total postpaid retail
subscribers
Average monthly revenue per
user ("ARPU")(1) $ 70.37 $ 66.83 $ 3.53 5.3
Average monthly usage (minutes) 541 508 33 6.5
Monthly churn 1.30% 1.50% (0.20%) (13.3)
Prepaid
Gross additions 169.4 153.1 16.3 10.6
Net additions (losses)(2) 31.8 18.1 13.7 75.7
Total prepaid retail
subscribers
ARPU(1) $ 14.61 $ 13.91 $ 0.70 5.1
Monthly churn(2) 3.52% 3.40% 0.12% 3.5
Wholesale
Total wholesale subscribers
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Nine Months Ended September 30,
---------------------------------------
(Subscriber statistics in
thousands, except ARPU, churn
and usage) 2024 2024 Chg % Chg
-------------------------------------------------------------------------
Postpaid
Gross additions 990.8 1,031.3 (40.5) (3.9)
Net additions 390.7 400.6 (9.9) (2.5)
Total postpaid retail
subscribers 5,208.9 4,615.7 593.2 12.9
Average monthly revenue per
user ("ARPU")(1) $ 66.66 $ 63.02 $ 3.63 5.8
Average monthly usage (minutes) 541 491 50 10.2
Monthly churn 1.34% 1.62% (0.28%) (17.3)
Prepaid
Gross additions 434.3 416.2 18.1 4.3
Net additions (losses)(2) (24.9) 1.9 (26.8) -
Total prepaid retail
subscribers 1,324.9 1,336.0 (11.1) (0.8)
ARPU(1) $ 12.93 $ 13.16 $ (0.23) (1.7)
Monthly churn(2) 3.89% 3.49% 0.40% 11.5
Wholesale
Total wholesale subscribers 132.0 88.2 43.8 49.7
-------------------------------------------------------------------------
(1) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" section. As calculated in the "Supplementary Information"
section.
(2) Effective November 9, 2024, the deactivation of prepaid subscribers
acquired from Fido is recognized after 180 days of no usage to
conform to the Wireless prepaid churn definition. This had the impact
of decreasing prepaid subscriber net losses by approximately 12,000
in the nine months ended September 30, 2024 and reducing prepaid
churn by 0.13% for the nine months ended September 30, 2024. There
was no impact in the three months ended September 30, 2024 or any
period in 2024.
Wireless Network Revenue
The increases in network revenue for the three and nine months ended
September 30, 2024 compared to the prior year periods were driven by the
continued growth of Wireless' postpaid subscriber base and improvements in
postpaid average monthly revenue per user ("ARPU").
The modest year-over-year decrease in postpaid subscriber gross and net
additions compared to the prior year largely reflects the approximate 54%
market share of postpaid net additions which Wireless attained in the
corresponding period of the prior year and which represented a substantially
higher than historical average incremental market share position. The modest
increase in prepaid net subscriber additions in the quarter reflects the
success of certain promotional offerings launched during the quarter designed
to stem prepaid subscribers losses experienced earlier in the year. Overall,
Wireless' strategic focus remains primarily on the postpaid segment of the
market. Wireless ended the quarter with a total of 6,533,800 postpaid and
prepaid retail wireless subscribers.
Our success in the continued reduction in postpaid churn largely reflects
proactive and targeted customer retention activities as well as the increased
network density and coverage quality resulting from the completion of the
integration of the Fido GSM network in mid-2005. We continue to have an
opportunity for improvement in the area of prepaid churn which has increased
marginally on a year-over-year basis. The slight prepaid churn increase was
largely due to competitive prepaid offerings in the market and the general
emergence of additional resellers of prepaid wireless services. (See the
section entitled "Caution Regarding Forward-Looking Statements" below.)
The year-over-year increases in postpaid ARPU for both the third quarter
and year-to-date periods reflect the combination of higher data revenues, as
well as continued growth in roaming and other optional voice services.
During the three and nine months ended September 30, 2024, wireless data
revenue increased by 47.9% and 60.2%, respectively, over the corresponding
periods in 2024 and totalled $120.0 million and $329.2 million, respectively.
These increases in data revenue reflect the continued rapid growth of text and
multimedia messaging services, wireless Internet access, BlackBerry devices,
downloadable ring tones, music and games, and other wireless data services and
applications. For the third quarter of 2024, data revenue represented
approximately 10.5% of total network revenue compared to 8.4% in the same
period last year.
Roaming revenues during the three and nine months ended September 30,
2006 increased 17.9% and 22.8%, respectively, over the corresponding periods
in 2024. As Canada's only GSM/GPRS/EDGE provider, Wireless experienced
increases in outbound roaming revenues from subscribers travelling outside of
Canada as well as strong growth in inbound roaming revenues from travelers to
Canada who utilized Wireless' network.
Wireless Equipment Sales
The year-over-year increases in revenue from equipment sales, including
activation fees and net of equipment subsidies, reflects the increased volume
of handset upgrades associated with subscriber retention programs combined
with the generally higher prices of handsets and devices.
Wireless Operating Expenses
-------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
-----------------------------------------------------------
(In millions
of dollars,
except per
subscriber
statistics) 2024 2024 % Chg 2024 2024 % Chg
-------------------------------------------------------------------------
Operating
expenses
Cost of
equipment
sales $ 199.3 $ 209.1 (4.7) $ 583.6 $ 530.0 10.1
Sales and
marketing
expenses 153.1 153.1 - 418.9 410.3 2.1
Operating,
general
and admini-
strative
expenses 354.4 312.4 13.4 1,010.3 894.9 12.9
Integration
expenses(1) (1.8) 12.8 - 2.7 28.4 (90.5)
-----------------------------------------------------------
Total
operating
expenses $ 705.0 $ 687.4 2.6 $2,015.5 $1,863.6 8.2
-----------------------------------------------------------
-----------------------------------------------------------
Average
monthly
operating
expense per
subscriber
before
sales and
marketing
expenses(2) $ 19.48 $ 20.96 (7.0) $ 19.69 $ 19.90 (1.0)
Sales and
marketing
costs per
gross
subscriber
addition(2) $ 363 $ 364 (0.3) $ 388 $ 372 4.3
-------------------------------------------------------------------------
(1) Expenses incurred related to the integration of the operations of
Fido.
(2) As defined. See the "Key Performance Indicator and Non-GAAP Measures"
section. As calculated in the "Supplementary Information" section.
The year-to-date increase in cost of equipment sales was directly the
result of the increased volume of handset upgrades associated with subscriber
retention programs, as discussed above. The modest decline in cost of
equipment sales in the three months ended September 30, 2024 compared to the
corresponding period of the prior year was primarily the result of increased
retention efforts in the prior year relating to the Fido subscriber base
accompanied with the reclassification of approximately $8.0 million of
hardware upgrade commission expenses to operating, general and administration
expenses.
Sales and marketing expenses were essentially unchanged compared to the
corresponding periods in 2024 as Wireless' marketing efforts continue to
include targeted programs to acquire higher postpaid value customers on longer
term contracts.
The increased operating, general and administrative expenses were
primarily due to the increases in retention spending, including the
reclassification of approximately $8.0 million of hardware upgrade commission,
and costs to support data and roaming services, partially offset by savings
related to operating and scale efficiencies across various functions.
Total retention spending, including subsidies on handset upgrades, was
$72.1 million and $236.4 million for the three and nine months ended
September 30, 2024, respectively, compared to $77.9 million and $213.8 million
for the corresponding periods in 2024. Retention spending, which has increased
in the nine months ended September 30, 2024 compared to the corresponding
period of the prior year due to a larger subscriber base, was down slightly in
the third quarter of 2024 compared to the corresponding period of 2024 due to
changes made to the hardware upgrade program in the third quarter of 2024, and
higher volumes of handset upgrades that occurred in the 2024 period associated
with targeted retention efforts relating to the Fido subscriber base.
Retention spending, on both an absolute and a per subscriber basis, is
expected to grow as wireless market penetration in Canada deepens and wireless
number portability ("WNP") becomes available in March 2024. (See the section
entitled "Caution Regarding Forward-Looking Statements" below.)
During the three months ended September 30, 2024, Wireless reviewed its
accrued expenses related to the Fido integration. Since the integration is now
complete, Wireless determined that it was necessary to reduce previous
integration expense estimates resulting in a net reduction to the expense
accruals of $1.8 million. During the nine months ended September 30, 2024,
Wireless incurred net integration expenses of $2.7 million. During the three
and nine months ended September 30, 2024, Wireless incurred integration
expenses of $12.8 million and $28.4 million, respectively.
The decrease in average monthly operating expense per subscriber,
excluding sales and marketing expenses and including management fees and
integration expenses, is primarily due to operating and scale efficiencies
across various functions.
Wireless Operating Profit
The strong year-over-year growth in operating profit was largely the
result of the growth in network revenue exceeding the growth in operating
expenses. As a result, Wireless' operating profit margins increased for both
the three and nine months ended September 30, 2024 compared to the
corresponding periods in 2024. Operating profit margins increased to 49.1% and
46.1% for the three and nine months ended September 30, 2024, respectively,
compared to 39.8% and 39.6% in the corresponding periods of the prior year.
The operating loss related to Wireless' Inukshuk wireless broadband
initiative is included in Wireless' operating profit. During the three and
nine months ended September 30, 2024, the Inukshuk wireless broadband
initiative recorded an operating loss of $9.8 million and $18.0 million,
respectively, compared to an operating loss of $0.9 million and $3.8 million
for the three and nine months ended September 30, 2024, respectively.
Wireless Additions to Property, Plant and Equipment
Wireless additions to property, plant and equipment ("PP&E;") are
classified into the following categories:
------------------------------------------- -----------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
(In millions
of dollars) 2024 2024 % Chg 2024 2024 % Chg
------------------------------------------- -----------------------------
Additions to
PP&E;
Network
- capacity $ 57.2 $ 41.6 37.5 $ 145.1 $ 203.6 (28.7)
Network
- other 14.4 21.8 (33.9) 45.7 63.1 (27.6)
HSDPA 61.9 - n/m 182.3 - n/m
Inukshuk 8.0 - n/m 57.7 - n/m
Information
technology
and other 28.7 19.5 47.2 61.3 51.6 18.8
Integration
of Fido - 23.9 n/m - 61.5 n/m
----------------------------- -----------------------------
Total
additions
to PP&E; $ 170.2 $ 106.8 59.4 $ 492.1 $ 379.8 29.6
----------------------------- -----------------------------
------------------------------------------- -----------------------------
The $170.2 million and $492.1 million of additions to PP&E; for the three
and nine months ended September 30, 2024, respectively, reflect spending on
network capacity and technology enhancements. The year-over-year increase in
additions to PP&E; in the third quarter relates primarily to deployment of our
next generation Universal Mobile Telecommunications System/High-Speed Downlink
Packet Access ("UMTS/HSDPA").
On February 9, 2024, Wireless announced its intention to begin deploying
a 3G network based upon the UMTS/HSDPA, the next-generation technology
evolution for the global standard GSM platform, which provides broadband
wireless data speeds that will enable new and faster data products such as
video conferencing and mobile television as well as simultaneous voice and
data usage. To date, $182.3 million has been incurred on the deployment of
HSDPA.
Other network-related additions to PP&E; in the three and nine months
ended September 30, 2024 primarily reflect capacity expansion of the GSM/GPRS
network. The remaining network-related additions to PP&E; relate mainly to
technical upgrade projects, consisting primarily of new cell site build and
operational support systems. Other additions to PP&E; reflect information
technology initiatives such as office system upgrades and other facilities and
equipment.
Additions to PP&E; during the three and nine months ended September 30,
2006 also includes $8.0 million and $57.7 million, respectively, of
expenditures related to the Inukshuk wireless broadband initiative.
Recent Developments
Effective March 31, 2024, Wireless contributed certain assets to Inukshuk
Wireless Partnership, a joint venture between Bell Canada ("Bell") and
ourselves to build and manage a Canada-wide wireless broadband network
licenced by Industry Canada. Each venturer has a 50% ownership interest. The
network footprint is expected to cover over 45 cities and approximately 100
unserved rural and remote communities across Canada by the end of 2024.
The initial phase of the network covers over 5 million households and 40%
of the Canadian population and is now available in 20 centres across Canada.
This next generation Internet Protocol ("IP") wireless network based on pre-
WiMAX standards enables portable megabit services, allowing subscribers to
access the Internet and other applications such as voice-over Internet
Protocol ("VoIP"), video streaming and a variety of data applications. The
total investment in the partnership is expected to reach $200 million by 2024.
Inukshuk also invests a minimum of $3 million per year to support content and
connectivity initiatives. While this is a common network that Wireless shares
with Bell, we each compete for customers and offer our own services, support
and billing to these customers.
The Inukshuk fixed wireless network leverages existing network sites of
both Rogers and Bell, wirelessly connecting each of our respective customers
to the Internet and providing secure data transmission over licenced spectrum.
The new technology is also being deployed by companies in the U.S. and certain
countries in Europe and Inukshuk expects Canadian users to have access to an
extensive North American broadband footprint in the future.
Our contribution to the partnership on March 31, 2024 included 2.5GHz
spectrum with an estimated fair value of $55.0 million. As at September 30,
2006 and for the three and nine months ended September 30, 2024, we have
proportionately consolidated 50% of Inukshuk's results.
CABLE AND TELECOM
-----------------
Reorganization of Cable and Telecom Group
On January 9, 2024, we completed an internal reorganization whereby the
ownership interest in Telecom was transferred from RTHI to our subsidiary
Rogers Cable Inc. As a result of this transaction, beginning with the results
for the three months ended March 31, 2024, we report on the "Cable and
Telecom" operating unit which is comprised of the following segments: Cable
and Internet, Rogers Home Phone, Rogers Business Solutions and Video stores.
Comparative figures have been reclassified to reflect this new reporting.
Cable and Telecom Financial Results
---------------------------------------------------------------
Three Months Ended
September 30,
---------------------------------------------------------------
2024 % Chg
Actual Actual
Reclas- Reclas-
(In millions of dollars, 2024 sified sified
except margin) Actual (4) (4)
---------------------------------------------------------------
Operating revenue
Cable $ 356.4 $ 326.1 9.3
Internet 132.1 109.9 20.2
Rogers Home Phone 90.8 74.7 21.6
Rogers Business Solutions 148.5 139.0 6.8
Video stores 72.8 77.1 (5.6)
Intercompany eliminations (1.1) (1.1) -
-----------------------------
Total operating revenue 799.5 725.7 10.2
-----------------------------
Operating expenses
Cable and Internet 279.4 258.2 8.2
Rogers Home Phone 93.7 70.9 32.2
Rogers Business Solutions 142.1 127.4 11.5
Video stores(1) 70.4 72.9 (3.4)
Integration costs(2) 1.4 2.3 (39.1)
Intercompany eliminations (1.1) (1.1) -
-----------------------------
Total operating expense 585.9 530.6 10.4
-----------------------------
Operating profit (loss)(3)
Cable and Internet 209.1 177.8 17.6
Rogers Home Phone (2.9) 3.8 n/m
Rogers Business Solutions 6.4 11.6 (44.8)
Video stores(1) 2.4 4.2 (42.9)
Integration costs(2) (1.4) (2.3) (39.1)
-----------------------------
Total operating profit $ 213.6 $ 195.1 9.5
-----------------------------
Operating profit margin:(3)
Cable and Internet 42.8% 40.8%
Rogers Home Phone (3.2%) 5.1%
Rogers Business Solutions 4.3% 8.3%
Video stores 3.3% 5.4%
Additions to property,
plant and equipment ("PP&E;")(3)
Cable and Internet $ 114.8 $ 134.8 (14.8)
Rogers Home Phone 62.6 29.7 110.8
Rogers Business Solutions 26.3 38.4 (31.5)
Video stores 3.0 2.9 3.4
-----------------------------
Total additions to PP&E; $ 206.7 $ 205.8 0.4
-----------------------------
---------------------------------------------------------------
-------------------------------------------------------------------------
Nine Months Ended September 30,
-------------------------------------------------------------------------
2024
Actual 2024 % Chg
Reclas- Pro Pro
(In millions of dollars, 2024 sified Forma Forma
except margin) Actual (4) (5) (5)
-------------------------------------------------------------------------
Operating revenue
Cable $1,054.2 $ 963.4 $ 962.9 9.5
Internet 385.3 319.4 324.4 18.8
Rogers Home Phone 257.0 74.7 225.6 13.9
Rogers Business Solutions 441.0 141.2 418.9 5.3
Video stores 226.0 235.5 235.5 (4.0)
Intercompany eliminations (3.1) (3.1) (3.1) -
---------------------------------------
Total operating revenue 2,360.4 1,731.1 2,164.2 9.1
---------------------------------------
Operating expenses
Cable and Internet 824.8 756.2 758.7 8.7
Rogers Home Phone 250.4 70.9 189.6 32.1
Rogers Business Solutions 404.4 136.0 374.7 7.9
Video stores(1) 220.4 221.4 221.4 (0.5)
Integration costs(2) 5.8 2.3 13.3 (56.4)
Intercompany eliminations (3.1) (3.1) (3.1) -
---------------------------------------
Total operating expense 1,702.7 1,183.7 1,554.6 9.5
Operating profit (loss)(3)
Cable and Internet 614.7 526.6 528.6 16.3
Rogers Home Phone 6.6 3.8 36.0 (81.7)
Rogers Business Solutions 36.6 5.2 44.2 (17.2)
Video stores(1) 5.6 14.1 14.1 (60.3)
Integration costs(2) (5.8) (2.3) (13.3) (56.4)
---------------------------------------
Total operating profit $ 657.7 $ 547.4 $ 609.6 7.9
---------------------------------------
Operating profit margin:(3)
Cable and Internet 42.7% 41.1% 41.1%
Rogers Home Phone 2.6% 5.1% 16.0%
Rogers Business Solutions 8.3% 3.7% 10.6%
Video stores 2.5% 6.0% 6.0%
Additions to property,
plant and equipment ("PP&E;")(3)
Cable and Internet $ 303.5 $ 355.1 $ 355.1 (14.5)
Rogers Home Phone 121.7 94.3 94.3 29.1
Rogers Business Solutions 50.1 43.2 58.7 (14.7)
Video stores 5.4 10.7 10.7 (49.5)
---------------------------------------
Total additions to PP&E; $ 480.7 $ 503.3 $ 518.8 (7.3)
---------------------------------------
-------------------------------------------------------------------------
(1) Video store operating expenses for the three and nine months ended
September 30, 2024 include a charge of $nil and $5.2 million,
respectively, related to the closure of 21 Video stores.
(2) Integration costs incurred relate to the integration of the
operations of Telecom.
(3) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" and "Supplementary Information" sections.
(4) Certain prior year amounts have been reclassified to conform to the
current year presentation.
(5) See the "Basis of Pro Forma Information" section for a discussion of
considerations in the preparation of this pro forma information.
Total operating revenue for the three and nine months ended September 30,
2006 increased $73.8 million or 10.2% and $196.2 million or 9.1%, on a pro
forma basis, respectively, from the corresponding periods in 2024, and total
operating profit for the three and nine months ended September 30, 2024
increased $18.5 million, or 9.5%, to $213.6 million and $48.1 million, or
7.9%, to $657.7 million, on a pro forma basis, respectively, from the
corresponding periods last year. See the following segment discussions for a
detailed discussion of operating results.
CABLE AND INTERNET
Cable and Internet Financial and Operating Results
------------------------------------------- -----------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2024 % Chg 2024 % Chg
Actual Actual Actual Actual
(In millions Reclas- Reclas- Reclas- Reclas-
of dollars, 2024 sified sified 2024 sified sified
except margin) Actual (2) (2) Actual (2) (2)
------------------------------------------- -----------------------------
Operating
revenue
Cable $ 356.4 $ 326.1 9.3 $1,054.2 $ 963.4 9.4
Internet 132.1 109.9 20.2 385.3 319.4 20.6
----------------------------- -----------------------------
Total 488.5 436.0 12.0 1,439.5 1,282.8 12.2
Operating
expenses
Sales and
marketing
expenses 34.1 31.1 9.6 95.5 95.7 (0.2)
Operating,
general
and admini-
strative
expenses 245.3 227.1 8.0 729.3 660.5 10.4
----------------------------- -----------------------------
Total 279.4 258.2 8.2 824.8 756.2 9.1
Operating
profit(1) $ 209.1 $ 177.8 17.6 $ 614.7 $ 526.6 16.7
----------------------------- -----------------------------
Operating
profit
margin(1) 42.8% 40.8% 42.7% 41.1%
----------------------------- -----------------------------
------------------------------------------- -----------------------------
(1) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" and "Supplementary Information" sections.
(2) Certain prior year amounts have been reclassified to conform with the
current year presentation.
------------------------------------------- -----------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
(Subscriber
statistics in
thousands, 2024 2024 2024 2024
except ARPU) Actual Actual Change Actual Actual Change
------------------------------------------- -----------------------------
Cable homes
passed 3,458.7 3,355.2 103.5
Basic cable,
net gain(3) 12.6 17.4 (4.8) 2.6 1.1 1.5
Basic cable
subscribers 2,266.4 2,255.8 10.6
Core cable
ARPU(1) $ 52.67 $ 48.46 $ 4.21 $ 51.89 $ 47.61 $ 4.28
Internet,
net
additions(3) 51.8 60.8 (9.0) 113.0 145.0 (32.0)
Internet
subscribers
(residential)
(2) 1,250.0 1,076.3 173.7
Internet
ARPU(1)(2) $ 35.83 $ 34.52 $ 1.31 $ 36.09 $ 35.26 $ 0.83
Digital
terminals,
net additions 95.0 101.4 (6.4) 242.6 229.8 12.8
Digital
terminals
in service 1,382.2 1,025.5 356.7
Digital
households,
net
additions(3) 62.2 71.0 (8.8) 151.1 164.7 (13.6)
Digital
households 1,064.4 840.1 224.3
------------------------------------------- -----------------------------
(1) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" and "Supplementary Information" sections.
(2) Prior year Internet subscribers and ARPU have been reclassified to
include only residential subscribers.
(3) Effective August 2024, voluntarily deactivating Cable and Internet
subscribers are required to continue 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 16,500 greater net basic cable additions,
8,000 greater high-speed Internet additions and 5,500 greater digital
household net additions in both the three and nine months ended
September 30, 2024.
Cable Revenue
The increases in Cable revenue for the three and nine months ended
September 30, 2024 reflect price increases, the growth in basic subscribers
and the growing penetration of our digital products. The price increases on
service offerings effective March 2024 contributed to the cable revenue growth
by $17.1 million and $56.6 million for the three and nine months ended
September 30, 2024, respectively. The remaining increase in revenue of
$13.2 million and $34.2 million for the three and nine months ended September
30, 2024, respectively, is related mainly to the impact of the growth in basic
and digital subscribers.
The basic subscriber base of nearly 2.3 million has increased by 12,600
and 2,600 for the three and nine months ended September 30, 2024,
respectively. After considering the effect of adjusting for the one time
impact of enforcing the 30 day billing for voluntary deactivating subscribers
starting August 2024, net additions in the three months ended September 30,
2006 increased 11,700 from the corresponding period of the prior year.
The digital subscriber base has grown by 26.7% between September 30, 2024
and September 30, 2024 to 1.1 million subscribers. This represents a 47.0%
penetration of basic cable customers. The demand for our high definition and
personal video recorder digital equipment combined with our Personal TV
marketing campaign were contributors to the growth in our digital subscriber
base of 62,200 and 151,100 households in the three and nine months ended
September 30, 2024, respectively.
Internet (Residential) Revenue
The increases in Internet revenues for the three and nine months ended
September 30, 2024 from the corresponding periods in 2024 reflect primarily
the 16.1% year-over-year increase in the number of Internet subscribers and
certain price increases for our Internet offerings. The price increases on
Internet offerings, effective March 2024, contributed to the Internet revenue
growth by $10.1 million and $23.0 million for the three and nine months ended
September 30, 2024, respectively. The remaining increase in revenue of
$12.1 million and $42.9 million for the three and nine months ended
September 30, 2024, respectively, is related mainly to the impact from the
growth in subscribers. As a result of the price increases, the average monthly
revenue per Internet subscriber has increased in both the quarter and year-to-
date period from the corresponding periods in 2024.
After adjusting for the one time impact of enforcing the 30 day billing
for voluntary deactivating subscribers starting August 2024, the Internet
subscriber additions are only 1,000 lower in the three months ended September
30, 2024 versus the same period last year, reflecting efforts to generate
long-term relationships through disciplined acquisition and retention offers
and rational pricing models. With the Internet subscriber base now at
approximately 1.3 million, Cable and Telecom has 55% Internet penetration of
basic cable households, and 36% penetration as a percentage of all homes
passed by its cable networks.
Cable and Internet Operating Profit
The increase in Cable and Internet sales and marketing expenses of
$3.0 million for the three months ended September 30, 2024 reflects the timing
of promotional activities. The year-to-date marketing expenses are at a level
consistent with the corresponding period of the prior year. The increases in
operating, general and administrative costs for the three and nine months
ended September 30, 2024 compared to the corresponding periods of the prior
year were driven by the substantial increase in digital cable and Internet
penetration resulting in higher costs associated with programming content,
customer care, technical service and administration associated with the
support of the larger subscriber bases.
The Cable and Internet operating profit and operating profit margins for
both the three and nine months ended September 30, 2024 increased from the
corresponding periods in 2024 reflecting the growth in revenue which outpaced
the growth in operating expenses.
ROGERS HOME PHONE
Rogers Home Phone Financial and Operating Results
------------------------------------------- -----------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2024 % Chg
Actual Actual 2024 % Chg
(In millions Reclas- Reclas- Pro Pro
of dollars, 2024 sified sified 2024 Forma Forma
except margin) Actual (3) (3) Actual (2) (2)
------------------------------------------- -----------------------------
Operating
revenue $ 90.8 $ 74.7 21.6 $ 257.0 $ 225.6 13.9
Operating
expenses
Sales and
marketing
expenses 26.6 13.9 91.4 66.3 31.0 113.9
Operating,
general
and admini-
strative
expenses 67.1 57.0 17.7 184.1 158.6 16.1
----------------------------- -----------------------------
Total
operating
expenses 93.7 70.9 32.2 250.4 189.6 32.1
----------------------------- -----------------------------
Operating
profit
(loss)(1) $ (2.9) $ 3.8 n/m $ 6.6 $ 36.0 (81.7)
----------------------------- -----------------------------
Operating
profit
margin(1) (3.2%) 5.1% 2.6% 16.0%
----------------------------- -----------------------------
------------------------------------------- -----------------------------
(1) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" and "Supplementary Information" sections.
(2) See the "Basis of Pro Forma Information" section for a discussion of
considerations in the preparation of this pro forma information.
(3) Certain prior year amounts have been reclassified to conform to the
current year presentation.
------------------------------------------- -----------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2024 Chg
(Subscriber Pro Pro
statistics in 2024 2024 Chg 2024 Forma Forma
thousands) Actual Actual Actual Actual (2) (2)
------------------------------------------- -----------------------------
Cable telephony
subscriber
lines
Net
additions(1) 106.1 18.1 88.0 222.9 18.1 204.8
Total cable
telephony
subscriber
lines 270.8 18.1 252.7
Circuit-switched
subscriber
lines
Net additions
(losses and
migrations)
(1) (24.1) 14.2 (38.3) (32.8) 53.8 (86.6)
Total circuit-
switched
subscriber
lines 357.9 364.7 (6.8)
Total
residential
telephony
subscriber
lines 628.7 382.8 245.9
------------------------------------------- -----------------------------
(1) Includes approximately 14,400 and 23,600 migrations from circuit-
switched to cable telephony for the three and nine months ended
September 30, 2024, respectively.
(2) See the "Basis of Pro Forma Information" section for a discussion of
considerations in the preparation of this pro forma information.
We believe that the pro forma information for the nine months ended
September 30, 2024 presented in this section presents a meaningful comparative
analysis given that Telecom's results are consolidated effective as of the
July 1, 2024 acquisition date. The following discussion on the Rogers Home
Phone results includes pro forma comparisons for the nine months ended
September 30, 2024.
Rogers Home Phone Revenue
The growth in Rogers Home Phone revenues for the three and nine months
ended September 30, 2024 compared to the corresponding periods in 2024, is
mainly a result of incremental revenues from Rogers Home Phone voice-over-
cable telephony service of $19.3 million and $36.5 million, respectively. This
service was launched in July 2024 and added 106,100 and 222,900 net new lines,
respectively, in the three and nine month periods ended September 30, 2024.
Partially offsetting this increase is a decline in the number of circuit-
switched local lines of 24,100 and 32,800 for the three and nine months ended
September 30, 2024. Approximately 14,400 and 23,600 of the decrease is due to
the migration of those lines from circuit-switched lines to cable telephony
lines within our cable territory in the three and nine months ended September
30, 2024, respectively. Despite the decline in circuit-switched lines, revenue
increased by $2.5 million and $11.4 million in the three and nine months ended
September 30, 2024, respectively, compared to the prior year due to a higher
average number of lines this quarter over last year. The net growth in the
Rogers Home Phone subscriber base contributed to incremental local service
revenues of approximately $21.8 million and $47.9 million for the three and
nine months ended September 30, 2024, respectively.
Partially offsetting the growth of the Rogers Home Phone local service
revenue was a decline of approximately $2.0 million and $6.0 million in long
distance revenues for the three and nine months ended September 30, 2024,
respectively, reflecting ongoing declines in long distance only customers,
pricing and usage.
In addition, the Rogers Home Phone revenues in 2024 included $3.6 million
and $10.5 million associated with the resale of Wireless' products and
services for the three and nine months ended September 30, 2024, respectively.
These subscribers and related revenues were transferred to Wireless in
September 2024.
Rogers Home Phone Operating Profit
The significant growth and expansion of both operations and sales and
marketing associated with the launch of the cable telephony service and
overall increase in subscribers drove the increases in operating expenses of
$22.8 million and $60.8 million for the three and nine months ended September
30, 2024, respectively.
The year-over-year decreases in both the Rogers Home Phone operating
profit and operating profit margins for the three and nine months ended
September 30, 2024 primarily reflect the additional costs associated with the
scaling and rapid growth of our cable telephony service. Investment is being
made in the awareness of the product, increased capacity to install and
customer acquisition.
ROGERS BUSINESS SOLUTIONS
Rogers Business Solutions Financial Results
------------------------------------------- -----------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2024 % Chg
Actual Actual 2024 % Chg
(In millions Reclas- Reclas- Pro Pro
of dollars, 2024 sified sified 2024 Forma Forma
except margin) Actual (3) (3) Actual (2) (2)
------------------------------------------- -----------------------------
Operating
revenue $ 148.5 $ 139.0 6.8 $ 441.0 $ 418.9 5.3
Operating
expenses
Sales and
marketing
expenses 17.2 17.8 (3.4) 51.4 53.3 (3.6)
Operating,
general
and admini-
strative
expenses 124.9 109.6 14.0 353.0 321.4 9.8
----------------------------- -----------------------------
Total
operating
expenses 142.1 127.4 11.5 404.4 374.7 7.9
----------------------------- -----------------------------
Operating
profit(1) $ 6.4 $ 11.6 (44.8) $ 36.6 $ 44.2 (17.2)
----------------------------- -----------------------------
Operating
profit
margin(1) 4.3% 8.3% 8.3% 10.6%
----------------------------- -----------------------------
------------------------------------------- -----------------------------
(1) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" and "Supplementary Information" sections.
(2) See "Basis of Pro Forma Information" section for discussion of
considerations in the preparation of this pro forma information.
(3) Certain prior year amounts have been reclassified to conform to the
current year presentation.
------------------------------------------- -----------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2024 Chg
(Subscriber Pro Pro
statistics in 2024 2024 Chg 2024 Forma Forma
thousands) Actual Actual Actual Actual (1) (1)
------------------------------------------- -----------------------------
Local line
equivalents(1)
Net additions 6.6 3.3 3.3 22.8 14.1 8.7
Total local
line
equivalents 194.4 168.3 26.1
Broadband data
circuits(2)
Net additions 1.0 0.9 0.1 3.1 2.4 0.7
Total broadband
data circuits 20.6 14.9 5.7
------------------------------------------- -----------------------------
(1) Local line equivalents include individual voice lines plus Primary
Rate Interfaces ("PRIs") at a factor of 23 voice lines each.
(2) Broadband data circuits are those customer locations accessed by data
networking technologies including DOCSIS, DSL-x, E10/100/1000, OC-n
and DS-n.
We believe that the pro forma information presented in this section for
the nine months ended September 30, 2024 presents a meaningful comparative
analysis given that Telecom's results are consolidated effective as of the
July 1, 2024 acquisition date. The following discussion on the Rogers Business
Solutions results includes pro forma comparisons for the nine months ended
September 30, 2024.
Rogers Business Solutions Revenue
The increase in Rogers Business Solutions revenues reflects growth in
each of data, local and long distance components of revenue. During the three
and nine months ended September 30, 2024, data revenues grew by $1.6 million
and $7.7 million, respectively, compared to the corresponding periods of 2024.
Local services grew by $2.4 million and $7.2 million, respectively, and long
distance grew by $5.5 million and $7.2 million, respectively, during the three
and nine months ended September 30, 2024 compared to the corresponding periods
of 2024.
Rogers Business Solutions ended the quarter with 194,400 local line
equivalents and 20,600 broadband data circuits in service at September 30,
2006, representing year-over-year growth rates of 15.5% and 38.3%,
respectively.
The increases in long distance revenue resulted from increases in volume
of 18.8% and 11.7% for the three and nine months ended September 30, 2024,
respectively. Approximately 60% of the increase in long distance volume
relates to increases in the intercompany sale of long distance to Wireless.
The volume increases were partially offset by the ongoing declines in average
revenue per minute, which decreased 8.2% and 7.0%, for the three and nine
months ended September 30, 2024, respectively.
Rogers Business Solutions continues to focus on selling local and data
products, especially IP-enabled solutions, thereby decreasing its reliance on
long distance revenues. The combination of local and data revenue represented
54.9% and 56.1% of total revenue for the three and nine months ended
September 30, 2024, respectively.
Rogers Business Solutions Operating Profit
Carrier charges, which are included in operating, general and
administrative expenses, increased by $15.0 million and $31.5 million to
$89.2 million and $249.7 million for the three and nine months ended September
30, 2024, respectively. Carrier charges represent approximately 60.0% and
56.6% of revenue in the three and nine months ended September 30, 2024,
respectively, compared to 53.3% and 52.1% of revenue in the corresponding
periods of 2024. The net increase in the quarter and year-to-date carrier
charges is the result of higher volume, product mix changes, and the impact of
regulatory relief recorded in the prior year from the Competitor Digital
Network Services ("CDNS") decision.
Other operating, general and administrative expenses remained consistent
with the corresponding periods of 2024. Operating, general and administrative
expenses for the nine months ended September 30, 2024 include a one-time
reduction to costs of approximately $1.6 million related to a retroactive
regulatory decision.
Mainly due to the pricing pressures on long distance and the higher
carrier costs and other general and administrative expenses, Rogers Business
Solutions margins decreased to 4.3% and 8.3%, for the three and nine months
ended September 30, 2024, respectively, compared to 8.3% and 10.6%,
respectively, for the corresponding periods in 2024.
VIDEO STORES
Video Stores Financial Results
------------------------------------------- -----------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
(In millions
of dollars,
except 2024 2024 2024 2024
margin) Actual Actual % Chg Actual Actual % Chg
------------------------------------------- -----------------------------
Operating
revenue $ 72.8 $ 77.1 (5.6) $ 226.0 $ 235.5 (4.0)
Operating
expenses(1) 70.4 72.9 (3.4) 220.4 221.4 (0.5)
----------------------------- -----------------------------
Operating
profit(2) $ 2.4 $ 4.2 (42.9) $ 5.6 $ 14.1 (60.3)
----------------------------- -----------------------------
Operating
profit
margin(2) 3.3% 5.4% 2.5% 6.0%
----------------------------- -----------------------------
------------------------------------------- -----------------------------
(1) Operating, general and administrative expenses for the nine months
ended September 30, 2024 include $5.2 million of costs related to the
closure of 21 Video stores.
(2) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" and "Supplementary Information" sections.
Video Stores Revenue
The decline in revenues at the Rogers Video ("Video") stores was
primarily due to lower video rental and sales revenues. Initiatives were
introduced to increase customers' spending, which resulted in dollars per
transaction increasing 14.8% and 14.4% in the three and nine months ended
September 30, 2024 compared to the same periods last year, respectively;
however, same store customer transactions decreased 11.6% and 14.5% compared
to the corresponding periods in 2024 due to a decrease in total visits. Also,
same store revenue declined 2.2% for the nine months ended September 30, 2024
compared to the corresponding period of the prior year. Video has recently
taken additional steps with respect to its pricing and late-fee structures
aimed at reversing the trend of lower same store customer transactions.
Video Stores Operating Profit
The year-over-year decline in Video stores operating profit relates
primarily to the decline in revenues and charges of approximately $5.2 million
in the nine months ended September 30, 2024 associated with the closing of 21
Video stores.
CABLE AND TELECOM ADDITIONS TO PP&E;
The nature of the cable television business is such that the
construction, rebuild and expansion of a cable system are highly capital-
intensive. The Cable and Internet segment categorizes its additions to
property, plant and equipment ("PP&E;") according to a standardized set of
reporting categories that were developed and agreed to by the U.S. cable
television industry and which facilitate comparisons of additions to PP&E;
between different cable companies. Under these industry definitions, our Cable
and Internet additions to PP&E; are classified into the following five
categories:
- Customer premises equipment ("CPE"), which includes the equipment for
digital set-top terminals, Internet modems and the associated
installation costs;
- Scaleable infrastructure, which includes non-CPE costs to meet
business growth and to provide service enhancements, including many of
the costs to-date of the cable telephony initiative;
- Line extensions, which includes network costs to enter new service
areas;
- Upgrade and rebuild, which includes the costs to modify or replace
existing coaxial cable, fibre-optic network electronics; and
- Support capital, which includes the costs associated with the
purchase, replacement or enhancement of non-network assets.
------------------------------------------- -----------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2024
Actual % Chg 2024 % Chg
Reclas- Actual Pro Pro
(In millions 2024 sified Reclas- 2024 Forma Forma
of dollars) Actual (1) sified Actual (2) (2)
------------------------------------------- -----------------------------
Cable and
Internet PP&E;
additions
Customer
premise
equipment $ 53.6 $ 72.0 (25.6) $ 150.7 $ 177.4 (15.1)
Scaleable
infra-
structure 22.2 26.8 (17.2) 59.2 90.5 (34.6)
Line
extensions 15.9 13.1 21.4 42.3 37.1 14.0
Upgrade
and rebuild 1.9 0.4 n/m 5.2 1.4 n/m
Support
capital 21.2 22.5 (5.8) 46.1 48.7 (5.3)
----------------------------- -----------------------------
114.8 134.8 (14.8) 303.5 355.1 (14.5)
Rogers Home
Phone PP&E;
additions 62.6 29.7 110.8 121.7 94.3 29.1
Rogers
Business
Solutions
PP&E;
additions 26.3 38.4 (31.5) 50.1 58.7 (14.7)
Video stores
PP&E;
additions 3.0 2.9 3.4 5.4 10.7 (49.5)
----------------------------- -----------------------------
$ 206.7 $ 205.8 0.4 $ 480.7 $ 518.8 (7.3)
----------------------------- -----------------------------
------------------------------------------- -----------------------------
(1) Certain prior year amounts have been reclassified to conform with the
current year presentation.
(2) See "Basis of Pro Forma Information" section for a discussion of
considerations in the preparation of this pro forma information.
The declines in Cable and Internet PP&E; additions are primarily
attributable to lower spending on scaleable infrastructure related to deferred
video-on-demand capacity increase and IP network capacity increases, delayed
head-end expenditures, reduced transport network expenditures as well as lower
spending on customer premise equipment related to digital terminals and cable
modems, as well as the timing of expenditures relating to IP Networks.
The increases in additions to Rogers Home Phone PP&E; compared to the
corresponding periods in 2024 are primarily due to additional spending on
customer premises equipment as well as capacity on the cable network
associated with the 88% year-over-year increase in quarterly subscriber
additions.
MEDIA
-----
Media Operating and Financial Results
------------------------------------------- ----------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
(In millions
of dollars) 2024 2024 % Chg 2024 2024 % Chg
------------------------------------------- -----------------------------
Operating
revenue $ 319.3 $ 284.5 12.2 $ 893.3 $ 797.2 12.1
Operating
expenses 280.3 251.2 11.6 789.2 708.4 11.4
----------------------------- -----------------------------
Operating
profit(1) $ 39.0 $ 33.3 17.1 $ 104.1 $ 88.8 17.2
----------------------------- -----------------------------
Operating
profit
margin(1) 12.2% 11.7% 11.7% 11.1%
Additions to
property,
plant and
equipment(1) $ 7.1 $ 5.6 26.8 $ 32.5 $ 28.0 16.1
------------------------------------------- -----------------------------
(1) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" section
Media Revenue
The increases in Media revenues for the three and nine months ended
September 30, 2024 over the corresponding periods in 2024 reflect growth
across all of Media's divisions. These increases include higher advertising
revenue in Publishing and Radio, and at Sportsnet where the Toronto Blue Jays
games and World Cup Soccer attracted large audiences and higher advertising.
The Shopping Channel continued to generate strong consumer demand for
products. Sports Entertainment revenue grew through higher baseball ticket
sales. The addition of OMNI BC, the launch of OMNI Manitoba and consolidation
of the Biography Channel and G4TechTV as a result of increased ownership in
the second quarter of 2024 also contributed to the increase in revenue.
Media Operating Expenses
The increases in Media operating expenses for the three and nine months
ended September 30, 2024 compared to the corresponding periods in 2024 are
primarily due to higher baseball player payroll at Sports Entertainment,
increased programming costs at Sportsnet associated with World Cup Soccer, as
well as costs associated with Publishing's launch of the Canadian edition of
Hello! and Chocolat magazines. The return of NHL hockey also increased
programming costs at Sportsnet for the nine months ended September 30, 2024.
Cost increases were partially offset by lower general and administrative costs
across all divisions.
Media Operating Profit
The changes discussed above drove the year-over-year increases in Media's
operating profit for both the three and nine months ended September 30, 2024
from the corresponding periods in 2024, as well as the corresponding increase
in operating margins.
Media Additions to PP&E;
The majority of Media's PP&E; additions in the first nine months of both
2006 and 2024 reflect renovations and enhancements to the Rogers Centre sports
and entertainment venue in Toronto.
CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES
Operations
Three Months Ended September 30, 2024
For the three months ended September 30, 2024, cash generated from
operations before changes in non-cash operating items, which is calculated by
removing the effect of all non-cash items from net income, increased to
$666.4 million from $437.0 million in the corresponding period of 2024. The
$229.4 million increase is primarily the result of the increase in operating
profit of $194.9 million in addition to a $26.0 million decrease in interest
expense.
Taking into account the changes in non-cash working capital items for the
three months ended September 30, 2024, cash generated from operations was
$730.1 million, compared to $444.7 million in the corresponding period of
2005.
The cash flow generated from operations of $730.1 million, together with
receipt of $23.3 million from the issuance of Class B Non-Voting shares under
the exercise of employee stock options and $6.4 million from other
investments, resulted in total net funds of approximately $759.8 million
raised in the three months ended September 30, 2024.
Net funds used during the three months ended September 30, 2024 totalled
approximately $733.8 million, the details of which include funding:
- Additions to PP&E; of $394.8 million, net of $20.5 million of related
changes in non-cash working capital;
- An aggregate net repayment of $286.0 million of outstanding advances
under our bank credit facilities;
- The payment of dividends of $23.7 million on our Class A Voting and
Class B Non-Voting shares;
- An aggregate $23.0 million net repayment of mortgages and capital
leases; and
- Additions to program rights of $6.3 million.
Taking into account the cash deficiency of $55.2 million at the beginning
of the period and the fund uses described above, the cash deficiency at
September 30, 2024 was $29.1 million.
Nine Months Ended September 30, 2024
For the nine months ended September 30, 2024, cash generated from
operations before changes in non-cash operating items, which is calculated by
removing the effect of all non-cash items from net income, increased to
$1,755.0 million from $1,171.6 million in the corresponding period of 2024.
The $583.4 million increase is primarily the result of the increase in
operating profit of $492.7 million in addition to a $74.8 million decrease in
interest expense.
Taking into account the changes in non-cash working capital items for the
nine months ended September 30, 2024, cash generated from operations was
$1,746.9 million, compared to $953.5 million in the corresponding period of
2005.
The cash flow generated from operations of $1,741.9 million, together
with receipt of $63.1 million from the issuance of Class B Non-Voting shares
under the exercise of employee stock options, resulted in total net funds of
approximately $1,810.0 million raised in the nine months ended September 30,
2006.
Net funds used during the nine months ended September 30, 2024 totalled
approximately $1,735.2 million, the details of which include funding:
<<
- Additions to PP&E; of $1,175.2 million, including $17.1 million of
related changes in non-cash working capital;
- The repayment of three debt issues (as described below) aggregating
$260.7 million;
- An aggregate net repayment of $172.0 million of outstanding advances
under our bank credit facilities;
- The net cash settlement of $10.3 million upon the maturity of a
cross-currency interest rate exchange agreement at Wireless in the
notional principal amount of US$51.83 million;
- Additions to program rights of $27.7 million;
- Other net investments of $17.1 million;
- The payment of dividends of $47.2 million on our Class A Voting and
Class B Non-Voting shares; and
- An aggregate $25.0 million net repayment of mortgages and capital
leases.
Taking into account the cash deficiency of $103.9 million at the
beginning of the period and the fund uses described above, the cash deficiency
at September 30, 2024 was $29.1 million.
Financing
Our long-term debt instruments are described in Note 11 to the 2024
Annual Audited Consolidated Financial Statements.
As mentioned above, during the three months ended September 30, 2024, a
total of $309.0 million debt was repaid comprised of $286.0 million of net
repayments of outstanding advances under our bank credit facilities and
$23.0 million of mortgages and leases.
During the nine month period ended September 30, 2024, the following
changes to our financing took place. An aggregate $457.7 million of debt was
repaid consisting of: $172.0 million of outstanding advances under our bank
credit facilities; $160.0 million aggregate principal amount at maturity of
Wireless' 10.50% Senior Secured Notes due 2024; $75.0 million aggregate
principal amount at maturity of RCI's 10.50% Senior Notes due 2024;
$25.7 million (US$22.0 million) aggregate principal amount that remained
outstanding of RTHI's 10.625% Senior Secured Notes due 2024; and $25.0 million
of mortgages and leases. In addition, Wireless paid a net cash settlement of
$10.3 million upon the maturity of a cross-currency interest rate agreement in
the notional principal amount of US$51.83 million and RCI received
$63.1 million from the issuance of Class B Non-Voting shares under the
exercise of employee stock options.
In July, 2024, Cable and Telecom entered into an amendment to its bank
credit facility to insert provisions for the springing release of security in
a similar fashion as provided in all of Cable and Telecom's public debt
indentures. This provision provides that if Cable and Telecom has two
investment grade ratings on its debt and there is no other debt or cross-
currency interest rate exchange agreement secured by a bond issued under the
Cable and Telecom deed of trust, then the security provided for a particular
debt instrument will be discharged upon 45 days prior notice by Cable and
Telecom. A similar amendment has been made in each of Cable and Telecom's
cross-currency interest rate exchange agreements.
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 are designated as a hedge of specific debt instruments for
economic purposes. As a result, the Canadian dollar equivalent of U.S. 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 September 30, 2024, there was no change in
our U.S. dollar-denominated debt or in our cross-currency interest rate
exchange agreements. The only change in our hedging status during the nine
months ended September 30, 2024 was on an economic basis and was due to the
maturity on June 1, 2024 of a cross-currency interest rate exchange agreement
in the notional principal amount of US$51.83 million. In addition, the
consolidated aggregate amount of our U.S. dollar-denominated debt decreased by
US$22.0 million due to the redemption of RTHI's US$22.0 million remaining
outstanding amount of 10.625% Senior Secured Notes due 2024 on January 3,
2006.
As a result of the above, on September 30, 2024 the amount of our U.S.
dollar-denominated debt hedged on an economic basis was 97.0% and on an
accounting basis was 85.6%.
-------------------------------------------------------------------------
(In millions of dollars,
except percentages) September 30, 2024 December 31, 2024
-------------------------------------------------------------------------
U.S. dollar-denominated
long-term debt US $4,894.9 US $4,916.9
Hedged with cross-currency interest
rate exchange agreements US $4,750.0 US $4,801.8
Hedged exchange rate 1.3150 1.3148
Percent hedged 97.0%(1) 97.7%
-------------------------------------------------------------------------
Amount of long-term debt(2)
at fixed rates:
Total long-term debt Cdn $7,936.7 Cdn $8,409.6
Total long-term debt at fixed rates Cdn $6,843.9 Cdn $7,076.5
Percent of long-term debt fixed 86.2% 84.1%
-------------------------------------------------------------------------
Weighted average interest rate on
long-term debt 7.85% 7.76%
-------------------------------------------------------------------------
(1) Pursuant to the requirements for hedge accounting under AcG-13, on
September 30, 2024, RCI accounted for 88.2% of its cross-currency
interest rate exchange agreements as hedges against designated U.S.
dollar-denominated debt. As a result, 85.6% of consolidated U.S.
dollar-denominated debt is hedged for accounting purposes versus
97.0% on an economic basis.
(2) Long-term debt includes the effect of the cross-currency interest
rate exchange agreements.
Outstanding Share Data
Set out below is our outstanding share data as at September 30, 2024. For
additional information, refer to Note 13 to our 2024 Annual Audited
Consolidated Financial Statements and Note 5 to the Unaudited Interim
Consolidated Financial Statements for the three and nine months ended
September 30, 2024.
-------------------------------------------------------------------------
Common Shares(1)
-------------------------------------------------------------------------
Class A Voting 56,233,894
-------------------------------------------------------------------------
Class B Non-Voting 261,130,061
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Options to Purchase Class B Non-Voting Shares
-------------------------------------------------------------------------
Outstanding Options 10,358,475
-------------------------------------------------------------------------
Outstanding Options Exercisable 7,018,151
-------------------------------------------------------------------------
(1) Holders of our Class B Non-Voting shares are entitled to receive
notice of and to attend meetings of our shareholders, but, except as
required by law or as stipulated by stock exchanges, are not entitled
to vote at such meetings. If an offer is made to purchase
outstanding Class A Voting shares, there is no requirement under
applicable law or RCI's constating documents that an offer be made
for the outstanding Class B Non-Voting shares and there is no other
protection available to shareholders under RCI's constating
documents. If an offer is made to purchase both Class A Voting shares
and Class B Non-Voting shares, the offer for the Class A Voting
shares may be made on different terms than the offer to the holders
of Class B Non-Voting shares.
Subsequent to the end of the quarter, the Board of Directors approved a
two for one split of our Class A Voting and Class B Non-Voting shares subject
to a special shareholder meeting which has been called for December 15, 2024.
It is expected that shareholders of record as of the close of business on
December 29, 2024 will receive one additional share of the relevant class for
each share held upon distribution of the additional shares on or about
January 5, 2024.
Subsequent to the end of the quarter, the Board of Directors proposed
that our Class B Non-Voting shares be amended to 'no par value' shares from
the current par value of $1.62478 subject to shareholder approval at the
December 15, 2024 special shareholder meeting.
Dividends and Other Payments on Equity Securities
On April 25, 2024, we declared a dividend of $0.075 per share on each of
our outstanding Class B Non-Voting shares and Class A Voting shares. This semi-
annual dividend totalling $23.7 million was paid on July 4, 2024 to the
shareholders of record on June 14, 2024.
Subsequent to the end of the quarter, the Board of Directors announced an
increase in the annual dividend from C$0.15 to C$0.32 per Class A Voting and
Class B Non-Voting share (on a pre split basis), and modified Rogers' dividend
distribution policy to make dividend distributions on a quarterly basis
instead of semi-annually. At the same time, the Board declared the first
quarterly dividend of C$0.08 cents per share (on a pre split basis) to be paid
on January 2, 2024 to shareholders of record on December 20, 2024 reflecting
the increased C$0.32 per share annual dividend level and the new quarterly
distribution schedule.
COMMITMENTS AND CONTRACTUAL OBLIGATIONS
Our material obligations under firm contractual arrangements, including
commitments for future payments under long-term debt arrangements, capital
lease obligations and operating lease arrangements, are summarized in our 2024
Annual MD&A;, and are further discussed in Note 11 and Note 20 of our 2024
Annual Audited Consolidated Financial Statements. There are no significant
changes to our material contractual obligations since December 31, 2024.
On October 30, 2024, we entered into a new employment contract with our
President and CEO Edward S. Rogers. Under Mr. Rogers' previous employment
contract, his retirement was to be effective December 31, 2024. The revised
employment contract is of indefinite duration but can be terminated by Mr.
Rogers or by us with six months notice.
GOVERNMENT REGULATION AND REGULATORY DEVELOPMENTS
The significant government regulations which impact our operations are
summarized in our 2024 Annual MD&A.; The significant changes to those
regulations since December 31, 2024, are as follows:
Telecommunications Policy Report
On March 22, 2024, the report of the Telecommunications Policy Review
Panel was released. The Panel was asked by the previous Liberal government to
study Canadian telecommunications policy to make recommendations to improve
the regulatory environment, expand broadband services to remote locations and
further the deployment of information and communications technology in Canada.
The report generally recommended greater reliance on market forces and a
reduction in government regulation. The report recommends continued regulation
of the incumbent wireline telephone companies in circumstances where they
possess significant market power. We believe that such continued regulation is
important to protect new entrants such as Cable and Telecom from
anticompetitive conduct by incumbent providers until such time as competition
is established. The report also recommends limiting the incumbent phone
companies' unbundled wholesale facilities that would be available to
competitive providers on a wholesale basis. The report recommends that
"essential" facilities should continue to be made available and that non-
essential facilities should be available for a transition period of three to
five years. The report also recommends transitioning radio spectrum regulation
from Industry Canada to the CRTC, after Industry Canada completes a spectrum
policy review that will consider various issues such as spectrum licence fees
and streamlining the spectrum licencing process. Upon receiving the panel's
report, the Minister of Industry stated that he would review the report and
that any steps towards implementation of the report's recommendations would
follow such review.
Proposed Policy Direction to the CRTC on Telecommunications
On June 13, 2024, the Honourable Maxime Bernier, Minister of Industry,
tabled a proposed Policy Direction on Telecommunications in Parliament. The
Direction signals the Government's intention to direct the CRTC to rely on
market forces to the maximum extent feasible under the Telecommunications Act
and regulate, if needed, in a manner that interferes with market forces to the
minimum extent necessary.
Inukshuk
On March 31, 2024, Industry Canada approved the transfer of Wireless'
Inukshuk licence to Inukshuk Wireless Partnership, a Rogers-Bell joint
venture. New licence terms were also issued. These licence terms require
Inukshuk to return spectrum that it is not using as of December 31, 2024. At
the same time as the licence was issued, Industry Canada issued their new
policy on the 2.5 GHz spectrum used by Inukshuk. The policy confirms that the
spectrum is currently only to be used for fixed services (which in Canada
includes portable services). Companies that wish to have a mobile licence for
this spectrum will be required to apply for a mobile licence and will be
required to return one-third of the spectrum to the government. The returned
spectrum will be auctioned. There is no assurance that Wireless or any other
incumbent licencee would be allowed to purchase the spectrum at an auction.
Wireless Video Services
In a decision issued on April 12, 2024, the CRTC determined that the
mobile TV services provided by Wireless are exempt from regulation because
they are delivered over the Internet. Furthermore, the CRTC has proposed a new
order that will exempt all mobile TV services from regulation, whether they
are delivered over the Internet, or not. We believe that this decision is very
positive because it allows us to offer innovative new services without
regulatory impediments.
Spectrum Issues
The Federal Communications Commission ("FCC") concluded their auction of
Advanced Wireless Services ("AWS") spectrum, in September 2024, raising
$1.4 billion. 90 MHz of spectrum was auctioned, and it is anticipated that the
same 90 MHz of spectrum will be auctioned by Industry Canada either late in
2007 or early 2024. The policy document regarding this spectrum and the
auction is expected in the fourth quarter of 2024, at which time interested
parties will be provided with an opportunity to comment on the proposals.
CRTC Local Forbearance Decision
The CRTC released its Local Forbearance Decision on April 6, 2024. The
incumbent phone companies will continue to be regulated until they lose 25%
market share. The customer winback prohibition rules, which were reduced from
12 to three months, will be lifted when the incumbent phone companies lose 20%
market share. The calculation of share loss is made separately for the
residential and business segments, and also excludes market share lost to
wireless. The market share in urban areas is measured over a census
metropolitan area. In addition to the market share criteria, the phone
companies have to comply with all the Quality of Service ("QoS") indicators
which govern the wholesale facilities provided to competitors, for six months.
These QoS indicators are very important to unbundled loop resellers such as
Rogers Business Solutions. In addition, the incumbent local exchange providers
must provide Ethernet access and transport service to competitors and must
interconnect their Operations Support Systems ("OSS") with those of
competitors. We believe that this decision is consistent with the assumptions
made in the business planning for our local telephone service. Canada's
incumbent telephone companies have appealed the CRTC's Local Forbearance
Decision to the Federal Cabinet. On September 1, 2024, the CRTC released
Telecom Public Notice 2024-12, Proceeding to reassess certain aspects of the
local forbearance framework established in Decision 2024-15. The proceeding
will consider whether the 25% market share loss de-regulation threshold and
the 20% winback prohibition threshold should be adjusted and whether wireless-
only households should be included in the calculation of market share loss
levels. Any earlier de-regulation of the ILECs local services would make it
more difficult for our local telephone services to become established in the
marketplace.
Voice-over-Internet Protocol ("VoIP") CRTC Reconsideration Decision
On May 5, 2024, the Federal Cabinet referred the CRTC's Voice-over-
Internet Protocol ("VoIP") decision back to the CRTC for reconsideration. In
its Reconsideration Decision released on September 1, 2024, the CRTC confirmed
the original Decision in its entirety.
Review of Certain Aspects of the Regulatory Framework for Over-The-Air
Television
On June 12, 2024, the CRTC announced that they will hold a Public Hearing
commencing on November 27, 2024 to review the regulatory framework for over-
the-air television. The review will consider the contributions which over-the-
air television licencees should make to the production, acquisition and
broadcast of high-quality Canadian programming. The review will also examine,
among other things, the possibility of levying a fee for carriage against
Broadcasting Distribution Undertaking ("BDUs") for the carriage of local over-
the-air television signals. This proposal, if implemented, could significantly
increase costs for broadcasting distribution undertakings including those of
Cable and Telecom.
Review of Policy Framework for Discretionary Programming Services
On July 28, 2024, the CRTC administratively renewed the licences for a
number of programming services that were first licenced in 2024/2001,
extending their expiry dates to August 31, 2024. The CRTC has decided to
extend these licences by two years so that it can take into account the
determinations that will result from its review, commencing in 2024, of the
policy framework for discretionary programming services. This applies to the
video-on-demand service operated by Rogers Cable, as well as G4TechTV and The
Biography Channel, two Category 1 specialty services operated by Rogers Media.
UPDATES TO RISKS AND UNCERTAINTIES
Our significant risks and uncertainties are summarized in our 2024 Annual
MD&A.; There were no significant changes to those risks and uncertainties since
December 31, 2024, except as follows:
We Are and Will Continue to Be Involved in Litigation.
On August 9, 2024, a proceeding under the Class Actions Act
(Saskatchewan) was brought against providers of wireless communications in
Canada, including Wireless and Fido. The proceeding involves allegations by
wireless customers of breach of contract, misrepresentation, false advertising
and unjust enrichment arising out of the charging of system access fees. The
plaintiffs seek un-quantified damages from the defendant wireless
communications service providers. In July 2024, the Saskatchewan court denied
the plaintiffs' application to have the proceeding certified as a class
action. However, the court granted leave to the plaintiffs to renew their
applications in order to address the requirements of the Saskatchewan class
proceedings legislation. Similar proceedings have also been brought against us
and other providers of wireless communications in most of Canada. We have not
recorded a liability for this contingency since the likelihood and amount of
any potential loss cannot be reasonably estimated.
Changes to the CRTC's Regime for Local Telephone Competition Could Affect
Cable's Delivery of Local Telephone Service.
As described above under the "Government Regulation and Regulatory
Developments" section, the CRTC released its Local Forbearance Decision on
April 6, 2024. While we believe that the decision is consistent with the
assumptions made in the business planning for our local telephone service,
Canada's incumbent telephone companies have appealed the CRTC's Local
Forbearance Decision to the Federal Cabinet. A successful appeal could weaken
the regulatory safeguards for new local telephone entrants, which would have a
negative impact on our competitive local telephone service.
KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES
We measure the success of our strategies using a number of key
performance indicators that are defined and discussed in our 2024 Annual MD&A.;
These key performance indicators are not measurements under Canadian or U.S.
GAAP, but we believe they allow us to appropriately measure our performance
against our operating strategy as well as against the results of our peers and
competitors. They include:
- Revenue (primarily network revenue at Wireless) and average monthly
revenue per subscriber ("ARPU"),
- Subscriber counts and subscriber churn,
- Operating expenses and average monthly operating expense per wireless
subscriber,
- Sales and marketing costs (or cost of acquisition) per subscriber,
- Operating profit,
- Operating profit margin, and
- Additions to PP&E.;
See "Supplementary Information" section for calculations of the Non-GAAP
measures.
RELATED PARTY ARRANGEMENTS
We have entered into certain transactions in the normal course of
business with certain broadcasters in which we have an equity interest as
detailed below:
-------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------------------------
(In millions of dollars) 2024 2024 % Chg 2024 2024 % Chg
-------------------------------------------------------------------------
Fees paid to broadcasters
accounted for by the
equity method(1) $ 4.8 $ 4.6 4.3 $ 14.8 $ 13.8 7.2
-------------------------------------------------------------------------
(1) Fees paid to a number of Canadian pay, specialty and digital
specialty channels including Viewer's Choice Canada, TV Tropolis
(formerly Prime), Outdoor Life Network, G4TechTV, and The Biography
Channel. On June 12, 2024, we increased our ownership of Biography
Canada and G4TechTV Canada to 100% and 66 2/3%, respectively.
We have entered into certain transactions with companies, the partners or
senior officers of which are or have been directors of our company and/or our
subsidiary companies. During the three and nine months ended September 30,
2006 and 2024, total amounts paid by us to these related parties are as
follows:
-------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------------------------
(In millions of dollars) 2024 2024 % Chg 2024 2024 % Chg
-------------------------------------------------------------------------
Legal services and
commissions paid on
premiums for insurance
coverage $ 0.3 $ 1.3 (76.9) $ 1.9 $ 4.5 (57.8)
Telecommunications and
programming services - - - - 1.6 n/m
Interest charges and other
financing fees - - - - 22.0 n/m
-------------------------------------------------------------------------
$ 0.3 $ 1.3 (76.9) $ 1.9 $ 28.1 (93.2)
-------------------------------------------------------------------------
During the three and nine month periods ended September 30, 2024 and
2005, we made payments to companies controlled by our controlling shareholder
as follows:
-------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------------------------
(In millions of dollars) 2024 2024 % Chg 2024 2024 % Chg
-------------------------------------------------------------------------
Charges to Rogers for
business use of aircraft,
net of other
administrative services $ 0.1 $ - n/m $ 0.5 $ 0.3 66.7
-------------------------------------------------------------------------
As disclosed in Note 18 to the Annual Audited Consolidated Financial
Statements for the year ended December 31, 2024, with the approval of a
special committee of the Board of Directors, we entered into an arrangement to
sell to our controlling shareholder, for $13 million in cash, the shares in
two wholly owned subsidiaries whose only asset consists of tax losses
aggregating approximately $100 million. The special committee was advised by
independent counsel and engaged an accounting firm as part of their review to
ensure that the sale price was within a range that would be fair from a
financial point of view. Further to this arrangement, on April 7, 2024, a
company controlled by our controlling shareholder purchased the shares in one
of these wholly owned subsidiaries for cash of $6.8 million. On July 24, 2024,
the shares of the second wholly owned subsidiary were purchased by a company
controlled by the controlling shareholder for cash of $6.2 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
In our 2024 Annual Audited Consolidated Financial Statements and Notes
thereto, as well as in our 2024 Annual MD&A;, we have identified the accounting
policies and estimates that are critical to the understanding of our business
operations and our results of operations. For the three and nine months ended
September 30, 2024, there are no changes to the critical accounting policies
and estimates of Wireless, Cable and Telecom and Media from those found in our
2005 Annual MD&A.;
NEW ACCOUNTING STANDARDS
In our 2024 Annual Audited Consolidated Financial Statements and Notes
thereto, as well as in our 2024 Annual MD&A;, we disclosed recent Canadian
accounting pronouncements, namely CICA Handbook Section 3831 "Non-monetary
Transactions", CICA Handbook Section 3855 "Financial Instruments - Recognition
and Measurement", CICA Handbook Section 1530 "Comprehensive Income" and CICA
Handbook Section 3865 "Hedges". CICA Handbook Section 3831 did not have a
material impact on our consolidated financial statements for the three and
nine months ended September 30, 2024. CICA Handbook Sections 3855, 1530 and
3865 are effective for interim and annual financial statements commencing in
2007. We are continuing to assess the impact of these new standards.
Emerging Issues Committee ("EIC") Abstract 162, "Stock-Based Compensation
for Employees Eligible to Retire Before the Vesting Date" was issued on
July 6, 2024. EIC 162 requires that the compensation cost attributable to
awards granted to employees eligible to retire at the grant date should be
recognized on the grant date if the award's exercisability does not depend on
continued service. Additionally, awards granted to employees who will become
eligible to retire during the vesting period should be recognized over the
period from the grant date to the date the employee becomes eligible to
retire. EIC 162 must be applied retroactively, with restatement of prior
periods, effective with our financial statements for the year ending
December 31, 2024. We are currently evaluating the impact of this new
standard.
SEASONALITY
Our operating results are subject to seasonal fluctuations that
materially impact quarter-to-quarter operating results, and thus one quarter's
operating results are not necessarily indicative of a subsequent quarter's
operating results.
Each of Wireless, Cable and Telecom, and Media has unique seasonal
aspects to their businesses. For specific discussions of the seasonal trends
affecting the Wireless, Cable and Telecom, and Media operating units, please
refer to our 2024 Annual MD&A.; Home Phone Service and Rogers Business
Solutions do not have any unique seasonal aspects to their businesses.
2024 GUIDANCE
Based on our year-to-date results and current outlook for the fourth
quarter of 2024, we are further modifying certain elements of our full year
2006 financial and operating metric guidance as shown in the table below.
Full Year 2024 Guidance
----------------------------------------------- ------------------------
(In millions of dollars, Original 2024 Range Updated from
except subscribers) (At February 9, 2024) Original Guidance
----------------------------------------------- ------------------------
Revenue
Wireless (network
revenue) $4,125 to $ 4,175 High end of range up 3%
Cable and Telecom 3,110 to 3,185 High end of range up 1%
Media 1,165 to 1,205
Operating profit(1)
Wireless(2) $1,730 to $1,780 High end of range up 7%
Cable and Telecom 825 to 860 High end of range up 2%
Media 115 to 120 High end of range up 8%
PP&E; expenditures(3)
Wireless $ 600 to $ 650
Cable and Telecom 640 to 695 High end of range up 8%
Net subscriber additions
(000's)
Wireless voice and data 525 to 575
Basic cable - to 10
Internet 125 to 175
Digital 175 to 225
Residential telephony 200 to 250 High end of range up 20%
Rogers Telecom
integration(4) $ 50 to $ 65
----------------------------------------------- ------------------------
(1) Before RCI corporate expenses and management fees paid to RCI and
excluding costs associated with the integration of Fido and Call-Net
(see Note 4 below).
(2) Excludes operating losses related to the Inukshuk fixed wireless
initiative.
(3) Does not include Corporate, Inukshuk or Media PP&E; expenditures or
the PP&E; expenditures component of the Call-Net/Rogers Telecom
integration (see Note 4 below). Corporate PP&E; expenditures will
include costs associated with the January 4, 2024 purchase of the
Greater Toronto Area business campus by RCI.
(4) Estimated breakdown: approximately 70% to be recorded as PP&E;
expenditures and approximately 30% to be recorded as operating
expense.
Our full year 2024 outlook for the net number of residential telephony
subscriber additions represents a gain in the number of voice-over-cable
telephony subscribers partially offset by an estimated reduction during the
year of approximately 50,000 circuit-switched subscribers due primarily to
migrations of these subscribers onto our cable platform as well as modest
competitive losses outside of our cable operating territory. The increase in
our outlook for Cable and Telecom capital expenditures is directly related to
the significant number of voice-over-cable telephony subscriber additions as
well as to putting in place additional capacity to accommodate expected
continued growth in future quarters.
There are no other updates at this point to the summary level ranges of
our 2024 financial and operating metric guidance. (See the section entitled
"Caution Regarding Forward-Looking Statements" below.)
SUPPLEMENTARY INFORMATION
Calculations of Wireless Non-GAAP Measures
-------------------------------------------------------------------------
(In millions of dollars, Three months ended Nine months ended
subscribers in thousands, September 30, September 30,
except ARPU figures and --------------------------------------------
operating profit margin) 2024 2024 2024 2024
-------------------------------------------------------------------------
Postpaid ARPU (monthly)
Postpaid (voice and
data) revenue $ 1,080.1 $ 899.1 $ 2,989.4 $ 2,466.1
Divided by: Average
postpaid wireless voice
and data subscribers 5,116.3 4,484.4 4,983.1 4,347.8
Divided by: 3 months for
the quarter and 9 months
for year-to-date 3 3 9 9
--------------------------------------------
$ 70.37 $ 66.83 $ 66.66 $ 63.02
-------------------------------------------------------------------------
Prepaid ARPU (monthly)
Prepaid revenue $ 57.3 $ 55.4 $ 152.7 $ 156.4
Divided by: Average
prepaid subscribers 1,307.2 1,326.0 1,311.8 1,320.2
Divided by: 3 months for
the quarter and 9 months
for year-to-date 3 3 9 9
--------------------------------------------
$ 14.61 $ 13.91 $ 12.93 $ 13.16
-------------------------------------------------------------------------
Cost of acquisition per
gross addition
Total sales and marketing
expenses $ 153.1 $ 153.1 $ 418.9 $ 410.3
Equipment margin loss
(acquisition related) 43.5 48.7 138.8 134.9
--------------------------------------------
$ 196.6 $ 201.8 $ 557.7 $ 545.2
--------------------------------------------
--------------------------------------------
Total gross wireless
additions (postpaid,
prepaid, and one-way
messaging) 541.7 554.4 1,437.4 1,465.6
--------------------------------------------
$ 363 $ 364 $ 388 $ 372
-------------------------------------------------------------------------
Operating expense per average
subscriber (monthly)
Operating, general and
administrative expenses $ 354.4 $ 312.4 $ 1,010.3 $ 894.9
Integration expenses (1.8) 12.8 2.7 28.4
Equipment margin loss
(retention related) 31.2 51.2 129.9 124.6
--------------------------------------------
$ 383.8 $ 376.4 $ 1,142.9 $ 1,047.9
--------------------------------------------
--------------------------------------------
Divided by: Average total
wireless subscribers 6,566.3 5,986.3 6,448.1 5,851.3
Divided by: 3 months for
the quarter and 9 months
for year-to-date 3 3 9 9
--------------------------------------------
19.48 20.96 19.69 19.90
-------------------------------------------------------------------------
Equipment margin loss
Equipment sales $ 124.6 $ 109.2 $ 314.9 $ 270.5
Cost of equipment sales (199.3) (209.1) (583.6) (530.0)
--------------------------------------------
$ (74.7) $ (99.9) $ (268.7) $ (259.5)
--------------------------------------------
--------------------------------------------
Acquisition related $ (43.5) $ (48.7) $ (138.8) $ (134.9)
Retention related (31.2) (51.2) (129.9) (124.6)
--------------------------------------------
$ (74.7) $ (99.9) $ (268.7) $ (259.5)
--------------------------------------------
--------------------------------------------
-------------------------------------------------------------------------
Operating Profit Margin
Operating Profit $ 560.7 $ 381.5 $ 1,452.6 $ 1,044.6
Divided by Network Revenue 1,141.1 959.7 3,153.2 2,637.7
--------------------------------------------
Operating Profit Margin 49.1% 39.8% 46.1% 39.6%
-------------------------------------------------------------------------
SUPPLEMENTARY INFORMATION
Calculations of Cable and Telecom Non-GAAP Measures
--------------------------------------------------- ---------------------
(In millions of dollars, Three months ended Nine months ended
subscribers in thousands, September 30, September 30,
except ARPU figures and ---------------------- ---------------------
operating profit margin) 2024 2024 2024 2024
--------------------------------------------------- ---------------------
Core Cable ARPU
Core Cable revenue $ 356.4 $ 326.1 $ 1,054.2 $ 962.9
Divided by: Average basic
cable subscribers 2,255.6 2,243.0 2,257.3 2,247.2
Divided by: 3 months for
quarter and 9 months for
year-to-date 3 3 9 9
---------------------- ---------------------
$ 52.67 $ 48.46 $ 51.89 $ 47.61
--------------------------------------------------- ---------------------
Internet ARPU
Internet revenue(1) $ 131.0 $ 107.8 $ 381.5 $ 317.3
Divided by: Average
internet (residential)
subscribers 1,219.0 1,040.9 1,174.5 1,000.0
Divided by: 3 months for
quarter and 9 months for
year-to-date 3 3 9 9
---------------------- ---------------------
$ 35.83 $ 34.52 $ 36.09 $ 35.26
--------------------------------------------------- ---------------------
Cable and Internet:
Operating Profit $ 209.1 $ 177.8 $ 614.7 $ 526.6
Divided by Revenue 488.5 436.0 1,439.5 1,282.8
---------------------- ---------------------
Cable and Internet Operating
Profit Margin 42.8% 40.8% 42.7% 41.1%
--------------------------------------------------- ---------------------
Rogers Home Phone:
Operating Profit $ (2.9) $ 3.8 $ 6.6 $ 3.8
Divided by Revenue 90.8 74.7 257.0 74.7
---------------------- ---------------------
Rogers Home Phone Operating
Profit Margin (3.2%) 5.1% 2.6% 5.1%
--------------------------------------------------- ---------------------
Rogers Business Solutions:
Operating Profit $ 6.4 $ 11.6 $ 36.6 $ 5.2
Divided by Revenue 148.5 139.0 441.0 141.2
---------------------- ---------------------
Rogers Business Solutions
Operating Profit Margin 4.3% 8.3% 8.3% 3.7%
--------------------------------------------------- ---------------------
Video stores:
Operating Profit(2) $ 2.4 $ 4.2 $ 5.6 $ 14.1
Divided by Revenue 72.8 77.1 226.0 235.5
---------------------- ---------------------
Video stores Operating
Profit Margin 3.3% 5.4% 2.5% 6.0%
--------------------------------------------------- ---------------------
(1) Internet ARPU calculation does not include amounts related to dial-up
customers.
(2) Video stores operating profit in the nine months ended September 30,
2024 include $5.2 million of costs related to the closure of 21 Video
stores.
SUPPLEMENTARY INFORMATION
Rogers Communications Inc.
Historical Quarterly Summary(1)
2024
-------------------------------------------------------------------------
(In thousands of dollars,
except per share amounts) Q1 Q2 Q3
-------------------------------------------------------------------------
Income Statement
Operating Revenue
Wireless $ 1,051,237 $ 1,151,130 $ 1,265,711
Cable and Telecom 774,032 786,916 799,455
Media 240,122 333,829 319,315
Corporate and
eliminations (33,639) (35,601) (37,218)
-------------------------------------------------------------------------
2,031,752 2,236,274 2,347,263
-------------------------------------------------------------------------
Operating profit(2)
Wireless 405,133 486,803 560,674
Cable and Telecom 211,628 232,413 213,656
Media 13,137 51,969 38,970
Corporate (33,606) (29,056) (29,007)
-------------------------------------------------------------------------
596,292 742,129 784,293
Depreciation and
amortization 386,113 394,763 408,173
-------------------------------------------------------------------------
Operating income 210,179 347,366 376,120
Interest on long-term
debt (161,575) (154,694) (152,785)
Other income (expense) 1,127 16,868 6,806
Income tax recovery
(expense) (34,914) 68,001 (76,180)
Non-controlling
interest - - -
-------------------------------------------------------------------------
Net income (loss)
for the period 14,817 277,541 153,961
-------------------------------------------------------------------------
Earnings (loss)
per share
- basic $ 0.05 $ 0.88 $ 0.49
- diluted $ 0.05 $ 0.87 $ 0.48
Additions to
property, plant
and equipment(2) $ 340,056 $ 402,734 $ 423,927
-------------------------------------------------------------------------
2024
-------------------------------------------------------------------------
(In thousands of dollars,
except per share amounts) Q1 Q2 Q3 Q4
-------------------------------------------------------------------------
Income Statement
Operating Revenue
Wireless $ 875,371 $ 963,886 $ 1,068,888 $ 1,098,511
Cable and Telecom 505,256 500,080 725,676 760,612
Media 219,280 293,402 284,520 299,974
Corporate and
eliminations (17,492) (24,857) (32,017) (38,936)
-------------------------------------------------------------------------
1,582,415 1,732,511 2,047,067 2,120,161
-------------------------------------------------------------------------
Operating profit(2)
Wireless 298,376 364,760 381,488 292,425
Cable and Telecom 180,669 171,562 195,101 217,211
Media 11,320 44,195 33,293 39,038
Corporate (15,141) (15,063) (20,510) (35,155)
-------------------------------------------------------------------------
475,224 565,454 589,372 513,519
Depreciation and
amortization 341,633 358,746 376,984 400,648
-------------------------------------------------------------------------
Operating income 133,591 206,708 212,388 112,871
Interest on long-term
debt (184,767) (180,325) (178,792) (166,195)
Other income (expense) 8,663 (3,441) 17,894 (21,098)
Income tax recovery
(expense) (3,514) (3,748) (2,603) 7,710
Non-controlling
interest - - - -
-------------------------------------------------------------------------
Net income (loss)
for the period (46,027) 19,194 48,887 (66,712)
-------------------------------------------------------------------------
Earnings (loss) per
share
- basic $ (0.17) $ 0.07 $ 0.17 $ (0.22)
- diluted $ (0.17) $ 0.07 $ 0.16 $ (0.22)
Additions to
property, plant
and equipment(2) $ 260,419 $ 344,738 $ 318,656 $ 429,983
-------------------------------------------------------------------------
2024
-------------------------------------------------------------------------
(In thousands of dollars,
except per share amounts) Q1 Q2 Q3 Q4
-------------------------------------------------------------------------
Income Statement
Operating Revenue
Wireless $ 592,841 $ 655,920 $ 721,136 $ 813,628
Cable and Telecom 473,074 474,846 489,371 508,364
Media 215,741 230,881 244,319 266,171
Corporate and
eliminations (16,907) (18,152) (21,138) (21,846)
-------------------------------------------------------------------------
1,264,749 1,343,495 1,433,688 1,566,317
-------------------------------------------------------------------------
Operating profit(2)
Wireless 219,644 247,083 269,565 214,099
Cable and Telecom 171,186 173,294 173,143 191,036
Media 6,470 38,819 14,981 55,102
Corporate (15,443) (13,409) (1,714) (9,717)
-------------------------------------------------------------------------
381,857 445,787 455,975 450,520
Depreciation and
amortization 246,090 250,528 255,857 340,076
-------------------------------------------------------------------------
Operating income 135,767 195,259 200,118 110,444
Interest on long-term
debt (137,539) (132,292) (129,868) (176,298)
Other income (expense) (75,384) (41,775) 29,676 37,776
Income tax recovery
(expense) (1,453) (3,555) (3,371) 4,932
Non-controlling
interest 423 (25,596) (48,480) (5,928)
-------------------------------------------------------------------------
Net income (loss)
for the period (78,186) (7,959) 48,075 (29,074)
-------------------------------------------------------------------------
Earnings (loss)
per share
- basic $ (0.33) $ (0.03) $ 0.20 $ (0.12)
- diluted $ (0.33) $ (0.03) $ 0.19 $ (0.12)
Additions to
property, plant
and equipment(2) $ 228,666 $ 218,267 $ 221,147 $ 386,858
-------------------------------------------------------------------------
(1) Certain prior year numbers have been reclassified to conform to the
current year presentation as described in Notes 1 and 9 to the
Unaudited Interim Consolidated Financial Statements.
(2) As defined. See the "Key Performance Indicators and Non-GAAP
Measures" section.
Rogers Communications Inc.
Unaudited Consolidated Statements of Income
(In thousands of Three Months Ended Nine Months Ended
dollars, except per September 30, September 30,
share amounts) 2024 2024 2024 2024
---------------------------------- ------------ ------------ ------------
Operating revenue $ 2,347,263 $ 2,047,067 $ 6,615,289 $ 5,361,992
Cost of sales 276,746 283,803 820,340 754,909
Sales and marketing
expenses 311,221 295,070 873,097 777,085
Operating, general
and administrative
expenses 975,415 860,871 2,785,459 2,166,416
Integration expenses
(recovery) (note 2) (412) 17,951 8,524 33,531
Video store closure
expenses (note 6) - - 5,155 -
Depreciation and
amortization 408,173 376,984 1,189,049 1,077,361
---------------------------------- ------------ ------------ ------------
Operating income 376,120 212,388 933,665 552,690
Interest on
long-term debt (152,785) (178,792) (469,054) (543,883)
---------------------------------- ------------ ------------ ------------
223,335 33,596 464,611 8,807
Foreign exchange
gain (loss) (138) 63,301 40,878 39,072
Change in the fair
value of derivative
instruments 1,202 (42,269) (28,389) (26,957)
Other income (expense) 5,742 (3,138) 12,312 10,997
---------------------------------- ------------ ------------ ------------
Income before
income taxes 230,141 51,490 489,412 31,919
Income tax expense
(note 7):
Current 1,314 2,603 1,805 9,865
Future 74,866 - 41,289 -
---------------------------------- ------------ ------------ ------------
Net income for the
period $ 153,961 $ 48,887 $ 446,318 $ 22,054
---------------------------------- ------------ ------------ ------------
---------------------------------- ------------ ------------ ------------
Earning per share
(note 8):
Basic $ 0.49 $ 0.17 $ 1.41 $ 0.08
Diluted 0.48 0.16 1.39 0.08
---------------------------------- ------------ ------------ ------------
---------------------------------- ------------ ------------ ------------
See accompanying Notes to Unaudited Interim Consolidated Financial
Statements.
Rogers Communications Inc.
Unaudited Consolidated Statements of Cash Flows
Three Months Ended Nine Months Ended
(In thousands September 30, September 30,
of dollars) 2024 2024 2024 2024
---------------------------------- ------------ ------------ ------------
Cash provided by
(used in):
Operating activities:
Net income for the
period $ 153,961 $ 48,887 $ 446,318 $ 22,054
Adjustments to
reconcile net income
to net cash flows
from operating
activities:
Depreciation and
amortization 408,173 376,984 1,189,049 1,077,361
Program rights and
video rental
inventory
depreciation 18,150 21,479 55,057 65,309
Unrealized foreign
exchange (gain)
loss 233 (63,486) (35,646) (40,701)
Change in the
fair value of
derivative
instruments (1,202) 42,269 28,389 26,957
Accreted interest
on convertible
preferred
securities - 5,493 - 16,302
Future income taxes 74,866 - 41,289 -
Stock-based
compensation
expense 12,264 6,640 32,227 19,556
Amortization on
fair value
increment of long-
term debt and
derivatives (2,013) (4,718) (7,694) (11,420)
Other (4,208) 3,499 (6,974) (3,772)
Sale of income tax
losses to related
party (note 11) 6,154 - 12,992 -
---------------------------------- ------------ ------------ ------------
666,378 437,047 1,755,007 1,171,646
Change in non-cash
working capital items 63,722 7,662 (8,150) (218,102)
---------------------------------- ------------ ------------ ------------
730,100 444,709 1,746,857 953,544
Financing activities:
Issuance of long-
term debt 94,000 203,750 824,000 1,001,750
Repayment of long-
term debt (402,946) (384,010) (1,281,709) (1,082,120)
Proceeds on
termination of
cross-currency
interest rate
exchange agreements - - - 402,191
Payment on
termination of cross-
currency interest
rate exchange
agreements - - (10,286) (470,825)
Financing costs
incurred - (2,540) - (4,940)
Issue of capital
stock 23,327 20,026 63,109 83,266
Dividends on Class A
Voting and Class B
Non-Voting shares (23,668) (13,896) (47,211) (26,209)
---------------------------------- ------------ ------------ ------------
(309,287) (176,670) (452,097) (96,887)
Investing activities:
Additions to
property, plant and
equipment ("PP&E;") (415,265) (318,656) (1,158,055) (923,813)
Change in non-cash
working capital
items related to
PP&E; 20,498 18,978 (17,115) (30,988)
Cash acquired on
acquisition of
Rogers Telecom - 65,467 - 65,467
Exercise of Fido
call rights on
warrants - - - (38,778)
Acquisition of
Rogers Centre - - - (24,512)
Proceeds on sale
of investments - - 1,107 12,203
Additions to
program rights (6,347) (34,782) (27,704) (34,782)
Other investments 6,430 (4,057) (18,198) (23,100)
---------------------------------- ------------ ------------ ------------
(394,684) (273,050) (1,219,965) (998,303)
---------------------------------- ------------ ------------ ------------
Increase (decrease)
in cash and cash
equivalents 26,129 (5,011) 74,795 (141,646)
Cash and cash
equivalents
(deficiency),
beginning of period (55,215) 107,358 (103,881) 243,993
---------------------------------- ------------ ------------ ------------
Cash and cash
equivalents
(deficiency),
end of period $ (29,086) $ 102,347 $ (29,086) $ 102,347
---------------------------------- ------------ ------------ ------------
---------------------------------- ------------ ------------ ------------
Supplemental cash flow
information:
Interest paid $ 131,403 $ 142,774 $ 463,118 $ 506,094
Income taxes paid 450 3,660 4,551 11,929
---------------------------------- ------------ ------------ ------------
---------------------------------- ------------ ------------ ------------
Cash and cash equivalents (deficiency) are defined as cash and short-term
deposits which have an original maturity of less than 90 days, less bank
advances.
Change in Non-Cash Working Capital Items
Three Months Ended Nine Months Ended
(In thousands September 30, September 30,
of dollars) 2024 2024 2024 2024
---------------------------------- ------------ ------------ ------------
Cash provided by
(used in):
Increase in
accounts receivable $ (88,539) $ (127,221) $ (125,255) $ (133,072)
Increase (decrease)
in accounts payable
and accrued
liabilities 151,419 38,086 140,224 (117,614)
Increase (decrease)
in unearned revenue (4,306) 20,285 38,716 24,331
Decrease (increase)
in other assets 5,148 76,512 (61,835) 8,253
---------------------------------- ------------ ------------ ------------
$ 63,722 $ 7,662 $ (8,150) $ (218,102)
---------------------------------- ------------ ------------ ------------
---------------------------------- ------------ ------------ ------------
See accompanying Notes to Unaudited Interim Consolidated Financial
Statements.
Rogers Communications Inc.
Unaudited Consolidated Balance Sheets
September 30, December 31,
(In thousands of dollars) 2024 2024
------------------------------------------------------------ ------------
Assets
Current assets
Accounts receivable $ 1,021,533 $ 890,701
Other current assets 306,426 297,846
Future income tax asset (note 7) 312,258 113,150
------------------------------------------------------------ ------------
1,640,217 1,301,697
Property, plant and equipment 6,470,809 6,151,526
Goodwill (note 7) 2,778,982 3,035,787
Intangible assets (note 7) 2,242,087 2,627,466
Investments 141,485 138,212
Deferred charges 111,547 129,119
Future income tax asset (note 7) 395,341 347,252
Other long-term assets 134,943 103,230
------------------------------------------------------------ ------------
$ 13,915,411 $ 13,834,289
------------------------------------------------------------ ------------
------------------------------------------------------------ ------------
Liabilities and Shareholders' Equity
Liabilities
Current liabilities
Bank advances, arising from outstanding
cheques $ 29,086 $ 103,881
Accounts payable and accrued liabilities 1,510,355 1,411,045
Current portion of long-term debt (note 4) 451,688 286,139
Current portion of derivative instruments 19,564 14,180
Unearned revenue 214,318 176,266
------------------------------------------------------------ ------------
2,225,011 1,991,511
Long-term debt (note 4) 6,574,018 7,453,412
Derivative instruments 1,002,891 787,369
Other long-term liabilities 77,338 74,382
------------------------------------------------------------ ------------
9,879,258 10,306,674
Shareholders' equity (note 5) 4,036,153 3,527,615
------------------------------------------------------------ ------------
$ 13,915,411 $ 13,834,289
------------------------------------------------------------ ------------
------------------------------------------------------------ ------------
Contingency (note 12)
Subsequent events (note 13)
See accompanying Notes to Unaudited Interim Consolidated Financial
Statements.
Rogers Communications Inc.
Unaudited Consolidated Statements of Deficit
Nine Months Nine Months
Ended Ended
September 30, September 30,
(In thousands of dollars) 2024 2024
---------------------------------------------------------- --------------
Deficit, beginning of period $ (601,548) $ (416,731)
Adjustment for convertible preferred
securities - (102,720)
---------------------------------------------------------- --------------
As restated (601,548) (519,451)
Net income for the period 446,318 22,054
Dividends on Class A Voting shares and
Class B Non-Voting shares (23,668) (13,896)
---------------------------------------------------------- --------------
Deficit, end of period $ (178,898) $ (511,293)
---------------------------------------------------------- --------------
---------------------------------------------------------- --------------
See accompanying Notes to Unaudited Interim Consolidated Financial
Statements
Rogers Communications Inc.
Notes to Unaudited Consolidated Financial Statements
Three and Nine Months Ended September 30, 2024 and 2024
These interim Unaudited Consolidated Financial Statements do not include
all of the disclosures required by Canadian generally accepted accounting
principles (GAAP) for annual financial statements. They should be read in
conjunction with the Audited Consolidated Financial Statements, including
the Notes thereto, for the year ended December 31, 2024 (the "2005
Financial Statements").
1. Basis of Presentation and Accounting Policies:
The interim Unaudited Consolidated Financial Statements include the
accounts of Rogers Communications Inc. and its subsidiaries (collectively
"Rogers" or "the Company"). The Notes presented in these interim
Unaudited Consolidated Financial Statements include only significant
changes and transactions occurring since the Company's last year end, and
are not fully inclusive of all matters normally disclosed in the
Company's Annual Audited Consolidated Financial Statements. The Company's
operating results are subject to seasonal fluctuations that impact
quarter-to-quarter operating results, and thus one quarter's operating
results are not necessarily indicative of a subsequent quarter's
operating results.
These interim Unaudited Consolidated Financial Statements follow the same
accounting policies and methods of application as the 2024 Financial
Statements except for the changes in segment reporting as described in
Note 10. Certain of the prior year's comparative figures have been
reclassified to conform to the current year's presentation.
Emerging Issues Committee ("EIC") Abstract 162, "Stock-Based Compensation
for Employees Eligible to Retire Before the Vesting Date" was issued on
July 6, 2024. EIC 162 requires that the compensation cost attributable to
awards granted to employees eligible to retire at the grant date should
be recognized on the grant date if the award's exercisability does not
depend on continued service. Additionally, awards granted to employees
who will become eligible to retire during the vesting period should be
recognized over the period from the grant date to the date the employee
becomes eligible to retire. EIC 162 must be applied retroactively, with
restatement of prior periods, effective with the financial statements of
the Company for the year ending December 31, 2024. The Company is
currently evaluating the impact of this new standard.
2. Business Combinations:
Call-Net Enterprises Inc.:
On July 1, 2024, the Company acquired 100% of Call-Net Enterprises Inc.
("Call-Net") in a share-for-share transaction. During the six months
ended June 30, 2024, the Company finalized the purchase price allocation
upon receipt of the final valuations of certain tangible and intangible
assets acquired. These adjustments included an increase in the fair value
assigned to property, plant and equipment of $22.3 million from that
recorded and disclosed in the 2024 Financial Statements.
Additionally, the fair value of the subscriber base acquired increased by
$24.0 million from that recorded and disclosed in the 2024 Financial
Statements. Accompanied with a $1.2 million adjustment to accrued
transaction costs, these adjustments resulted in a decrease in goodwill
acquired of $47.5 million.
During the three and nine months ended September 30, 2024, the Company
incurred integration expenses of $1.4 million and $5.8 million,
respectively, (2005 - $5.2 million and $5.2 million, respectively),
related to the Call-Net acquisition.
Fido Solutions Inc. (Fido):
During the three months ended September 30, 2024, the Company reviewed
the accrued expenses related to the Fido integration. Since the
integration is now complete, the Company determined that it was necessary
to reduce previous integration expense estimates resulting in a net
reduction to the expense accruals of $1.8 million. During the nine months
ended September 30, 2024, the Company incurred net integration expenses
of $2.7 million. During the three and nine months ended September 30,
2024, the Company incurred integration expenses of $12.8 million and
$28.4 million, respectively.
At September 30, 2024, the remaining accrual related to the liabilities
assumed on acquisition and included in the purchase price allocation was
$4.9 million (December 31, 2024 - $21.7 million).
3. Investment in Joint Ventures:
The company has contributed certain assets to joint ventures involved in
the provision of wireless broadband Internet capacity and in certain
mobile commerce initiatives. As at September 30, 2024 and for the three
and nine months ended September 30, 2024, proportionately consolidating
these joint ventures resulted in the following increases (decreases) in
the accounts of the Company:
-------------------------------------------------------------------------
As at
For the and for
three the nine
months months
ended ended
September September
(In thousands of dollars) 30, 2024 30, 2024
-------------------------------------------------------------------------
Current assets $ 18,830
Long-term assets 40,142
Current liabilities 7,116
Revenue $ - 38
Expenses 5,854 13,249
Net loss 5,854 13,211
-------------------------------------------------------------------------
4. Long-Term Debt:
Interest September 30, December 31,
(In thousands of dollars) Rate 2024 2024
----------------------------------------------------------- ------------
(A) Corporate:
Senior Secured Notes, due 2024 10.50% $ - $ 75,000
----------------------------------------------------------- ------------
(B) Wireless:
(i) Bank credit facility Floating - 71,000
(ii) Senior Secured Notes,
due 2024 10.50% - 160,000
(iii) Floating Rate Senior
Secured Notes, due 2024 Floating 613,415 641,245
(iv) Senior Secured Notes,
due 2024 9.625% 546,497 571,291
(v) Senior Secured Notes,
due 2024 7.625% 460,000 460,000
(vi) Senior Secured Notes,
due 2024 7.25% 524,191 547,973
(vii) Senior Secured Notes,
due 2024 6.375% 836,475 874,425
(viii) Senior Secured Notes,
due 2024 7.50% 613,415 641,245
(ix) Senior Secured Debentures,
due 2024 9.75% 172,760 180,598
(*) Senior Subordinated Notes,
due 2024 8.00% 446,120 466,360
(xi) Fair value increment
arising from purchase
accounting 37,469 44,326
----------------------------------------------------------- ------------
4,250,342 4,658,463
(C) Cable:
(i) Bank credit facility Floating 155,000 267,000
(ii) Senior Secured Second
Priority Notes, due 2024 7.60% 450,000 450,000
(iii) Senior Secured Second
Priority Notes, due 2024 7.25% 175,000 175,000
(iv) Senior Secured Second
Priority Notes, due 2024 7.875% 390,355 408,065
(v) Senior Secured Second
Priority Notes, due 2024 6.25% 390,355 408,065
(vi) Senior Secured Second
Priority Notes, due 2024 5.50% 390,355 408,065
(vii) Senior Secured Second
Priority Notes, due 2024 6.75% 312,284 326,452
(viii) Senior Secured Second
Priority Debenture,
due 2024 8.75% 223,060 233,180
----------------------------------------------------------- ------------
2,486,409 2,675,827
(D) Media:
Bank credit facility Floating 285,000 274,000
----------------------------------------------------------- ------------
(E) Telecom:
(i) Senior Secured Notes,
due 2024 10.625% - 25,703
(ii) Fair value increment
arising from purchase
accounting - 1,619
----------------------------------------------------------- ------------
- 27,322
Capital leases, mortgage payable
and other Various 3,955 28,939
----------------------------------------------------------- ------------
7,025,706 7,739,551
Less current portion (451,688) (286,139)
----------------------------------------------------------- ------------
$ 6,574,018 $ 7,453,412
----------------------------------------------------------- ------------
----------------------------------------------------------- ------------
On January 3, 2024, the Company redeemed the remaining outstanding amount
of Rogers Telecom Holdings Inc.'s 10.625% Senior Secured Notes due 2024.
The total redemption amount was US$23.2 million including a redemption
premium of US$1.2 million.
On February 14, 2024, the Company repaid, at maturity, the $75.0 million
aggregate principal amount outstanding of its 10.50% Senior Secured Notes
due 2024.
On June 1, 2024, the Company repaid, at maturity, the $160.0 million
aggregate principal amount outstanding of its 10.50% Senior Secured Notes
due 2024.
On July 4, 2024, the Company repaid, at maturity, the $22.0 million
aggregate principal amount outstanding of its mortgage on the Rogers
Campus in Toronto.
In July 2024, Rogers Cable Inc. entered into an amendment to its bank
credit facility to insert provisions for the springing release of
security in a similar fashion as provided in all of Rogers Cable Inc.'s
public debt indentures. This provision provides that if Rogers Cable Inc.
has two investment grade ratings on its debt and there is no other debt
or cross-currency interest rate exchange agreement secured by a bond
issued under the Rogers Cable Inc. deed of trust, then the security
provided for a particular debt instrument will be discharged upon 45 days
prior notice by Rogers Cable Inc. A similar amendment has also been made
in each of Rogers Cable Inc.'s cross-currency interest rate exchange
agreements.
5. Shareholders' Equity:
September 30, December 31,
(In thousands of dollars) 2024 2024
----------------------------------------------------------- -------------
Capital stock issued, at stated value:
56,233,894 Class A shares $ 72,311 $ 72,311
261,130,061 Class B shares
(2005 - 257,702,341) 424,278 418,695
----------------------------------------------------------- ------------
Total capital stock 496,589 491,006
Contributed surplus 3,718,462 3,638,157
Deficit (178,898) (601,548)
----------------------------------------------------------- ------------
Shareholders' equity $4,036,153 $3,527,615
----------------------------------------------------------- ------------
(i) During the three and nine months ended September 30, 2024, the
Company issued 1,398,798 and 3,427,720 Class B Non-Voting shares
to employees upon exercise of options for consideration of
$26.0 million and $61.1 million, respectively.
(ii) On April 25, 2024, the Company declared a dividend of $0.075 per
share on each of its outstanding Class B Non-Voting shares and
Class A Voting shares. This semi-annual dividend totalling
$23.7 million was paid on July 4, 2024 to the shareholders of
record on June 14, 2024.
(iii) Subsequent to the end of the quarter, on October 30, 2024, the
Board of Directors approved the two-for-one stock split of the
Company's Class A Voting and Class B Non-Voting shares, an
amendment to the par value of the Class B Non-Voting shares, an
increase in the annual dividend as well as changes to the
Company's dividend distribution policy. These changes are
discussed in Note 13.
(iv) Stock-based compensation:
During the three and nine months ended September 30, 2024, the
Company granted 2,000 and 316,050 options, respectively, to
employees (2005 - 25,000 and 479,562 options, respectively).
During the three and nine months ended September 30, 2024, the
Company recorded compensation expense of approximately
$12.3 million and $32.2 million, respectively, (2005 -
$6.6 million and $19.6 million, respectively) related to stock
option grants to employees; an amendment to the option plans;
performance option grants to certain key employees; and restricted
share unit grants to employees. The details of these stock-based
compensation transactions are as follows:
(a) The weighted average estimated fair value at the date of the grant
for options granted during the three and nine months ended
September 30, 2024 was $21.54 and $17.65 per share, respectively
(2005 - $17.52 and $15.46 per share, respectively). The fair value
of each option granted was estimated on the date of the grant
using the Black-Scholes option pricing model with the following
assumptions:
Three Months Ended Nine Months Ended
September 30, September 30,
2024 2024 2024 2024
------------------------------------- ----------- ----------- -----------
Risk-free interest rate 3.96% 3.69% 4.07% 3.99%
Dividend yield 0.27% 0.23% 0.33% 0.29%
Volatility factor of the
future expected market
price of Class B
Non-Voting shares 35.71% 39.14% 37.41% 43.66%
Weighted average expected
life of the options 4.8 years 5.2 years 4.9 years (5.6 years)
------------------------------------- ----------- ----------- -----------
(b) Effective March 1, 2024, the Company amended certain provisions of
its stock option plans which resulted in a new measurement date
for purposes of determining compensation cost. The amendment
provides that on the death or retirement of an option holder, or
the resignation of a director, options would continue to be
exercisable until the original expiry date in accordance with
their original terms and the vesting would not be accelerated but
instead would continue in accordance with the original vesting
period. The amendment resulted in additional compensation cost of
$6.6 million, of which $2.4 million was immediately recorded as
compensation expense related to vested options. The remaining
$4.2 million related to unvested options will be charged to income
over the remaining vesting period.
The fair value of each modified option was estimated on the
March 1, 2024 measurement date using the Black-Scholes option
pricing model with the following assumptions:
-------------------------------------------------------------------------
Risk-free interest rate 4.05%
Dividend yield 0.33%
Volatility factor of the future expected market price of
Class B Non-Voting shares 42.30%
Weighted average expected life of options (5.6 years)
-------------------------------------------------------------------------
(c) On March 1, 2024, the Company granted 699,400 performance options
to certain employees of the Company. These options vest on a
straight line basis over four years provided that certain targeted
stock prices are met. A binomial valuation model was used to
determine the $12.1 million fair value of these options at the
date of grant. Of this $12.1 million, $0.5 million and
$1.3 million was recorded as compensation cost in the three and
nine months ended September 30, 2024, respectively, with the
remainder to be recognized over the remaining service period. The
fair value of each option was calculated on the March 1, 2024
measurement date based on the following assumptions:
-------------------------------------------------------------------------
Risk-free interest rate 4.05%
Dividend yield 0.33%
Volatility factor of the future expected market price of
Class B Non-Voting shares 39.60%
Weighted average expected life of options (5.4 years)
-------------------------------------------------------------------------
(d) During the three and nine months ended September 30, 2024, the
Company issued 4,500 and 203,082 restricted share units,
respectively (2005 - nil and 236,801 respectively). As at
September 30, 2024, 471,734 restricted share units were
outstanding (2005 - 286,117). These restricted share units vest
at the end of three years from the grant date. The Company records
compensation expense over the vesting period taking into account
fluctuations in the market price of the Class B Non-Voting shares.
6. Video Store Closure Expenses:
During the first quarter of 2024, the Company made the decision to close
21 of its Video stores in Ontario and Quebec. The costs to exit these
stores include lease termination and involuntary severance costs
totalling nil and $2.3 million for the three and nine months ended
September 30, 2024, respectively, as well as a write down of the related
property, plant and equipment totalling $nil and $2.9 million for the
three and nine months ended September 30, 2024, respectively.
7. Income Taxes:
Current income tax expense has historically consisted primarily of the
Canadian Federal Large Corporations Tax ("LCT"). Due to the elimination
of the LCT in 2024, the amount expensed for the three and nine month
periods ended September 30, 2024 of $1.3 million and $1.8 million,
respectively, is attributable only to income tax.
The Company recorded net future income tax expense for the three and nine
month periods ended September 30, 2024, of $74.9 million and
$41.3 million, respectively. Future income tax expense resulted primarily
from the utilization of non-capital loss carryforwards, the benefit of
which had previously been recognized, net of a reduction of the valuation
allowance. Based on management's assessment of the expected realization
of future income tax assets, during the three month period ended June 30,
2024, the Company reduced the valuation allowance recorded against
certain future income tax assets to reflect that it is
more likely than not that the future income tax assets will be realized.
For the nine months ended September 30, 2024, the cumulative reduction in
the valuation allowance is $460.4 million. Approximately $300.2 million
of the reduction in the valuation allowance related to future income tax
assets arising on acquisitions. Accordingly, the benefit related to these
assets has been reflected as a reduction of goodwill in the amount of
$208.6 million and other intangible assets in the amount of
$91.6 million.
In 2024, the Company received a $241 million payment (the "Termination
Payment") from Le Group Vid�otron Lt�e ("Vid�otron") in respect of the
termination of a merger agreement between the Company and Vid�otron. The
Canada Revenue Agency ("CRA") disagreed with the Company's tax filing
position in respect of the Termination Payment and in May 2024, issued a
Notice of Reassessment. The Company is negotiating a proposed settlement
with the CRA which is expected to result in a $67 million reduction to
the non-capital income tax losses carried forward by the Company. As a
result, a corresponding future income tax charge of $24.6 million was
recorded during the three months ended September 30, 2024.
8. Earnings Per Share:
Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands, except
per share amounts) 2024 2024 2024 2024
------------------------------------- ----------- ----------- -----------
Numerator:
Net income - basic
and diluted $ 153,961 $ 48,887 $ 446,318 $ 22,054
------------------------------------- ----------- ----------- -----------
Denominator:
Weighted average number
of Class A and Class B
shares outstanding:
Basic 316,657 291,527 315,421 281,566
Effect of dilutive
securities:
Employee stock
options 5,301 7,527 4,804 6,374
------------------------------------- ----------- ----------- -----------
Diluted 321,958 299,054 320,225 287,940
Earnings per share for
the period:
Basic $ 0.49 $ 0.17 $ 1.41 $ 0.08
Diluted 0.48 0.16 1.39 0.08
------------------------------------- ----------- ----------- -----------
9. Pensions:
For the three and nine months ended September 30, 2024, the Company
recorded pension expense in the amount of $2.7 million and $19.6 million,
respectively (2005 - $3.5 million and $13.4 million, respectively). In
addition, the expense related to unfunded supplemental executive
retirement plans was $0.9 million and $2.9 million for the three and nine
months ended September 30, 2024, respectively (2005 - $1.0 million and
$2.5 million, respectively).
10. Segmented Information:
In January 2024, the Company completed a re-organization whereby
ownership of the operating subsidiaries of Rogers Telecom Holdings Inc.,
a wholly owned subsidiary of the Company, was transferred to Rogers Cable
Inc. The re-organization impacted the Company's management reporting
resulting in changes to the Company's reportable segments. Effective the
first quarter of 2024, the following are the reportable segments of the
Company: Wireless, Media, Cable and Internet, Rogers Business Solutions,
Rogers Home Phone and Video stores. Comparative figures are presented on
this basis.
ROGERS COMMUNICATIONS INC.
Segmented Information
For the Three Months Ended September 30, 2024
Cable & Telecom
-----------------------------------------------
Rogers
(In thousands Cable & Rogers Business Video
of dollars) Wireless Internet Home Phone Solutions stores
-------------------------------------------------------------------------
Operating
revenue $1,265,711 $ 488,492 $ 90,844 $ 148,478 $ 72,776
Cost of
sales 199,253 - - - 35,965
Sales and
marketing
expenses 153,134 34,121 26,598 17,206 30,000
Operating,
general and
administra-
tive expenses 354,461 245,271 67,085 124,879 4,410
-------------------------------------------------------------------------
558,863 $ 209,100 $ (2,839) $ 6,393 $ 2,401
-----------------------------------------------
-----------------------------------------------
Management
fees 3,096
Integration
expenses (1,811)
-------------------------
557,578
Depreciation
and
amortization 167,386
Operating
income (loss) 390,192
Interest
Long-term debt
and other (98,300)
Intercompany 10,083
Foreign
exchange
gain (loss) (186)
Change in fair
value of
derivative
instruments 995
Other income
(expense) 129
Income tax
recovery
(expense) (84,396)
-------------------------
Net income
(loss) for
the period $ 218,517
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Additions to
property,
plant and
equipment $ 170,209 $ 114,770 $ 62,611 $ 26,264 $ 3,008
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cable & Telecom
-----------------------
Cable
corporate Corporate
items and Total items and Consol-
(In thousands elimina- Cable elimina- idated
of dollars) tions & Telecom Media tions Totals
-------------------------------------------------------------------------
Operating
revenue $ (1,135) $ 799,455 $ 319,315 $ (37,218) $2,347,263
Cost of
sales - 35,965 41,528 - 276,746
Sales and
marketing
expenses - 107,925 49,574 588 311,221
Operating,
general and
administra-
tive expenses (1,135) 440,510 189,243 (8,799) 975,415
-------------------------------------------------------------------------
$ - 215,055 38,970 (29,007) 783,881
-------------------------
-------------------------
Management
fees 16,000 4,062 (23,158) -
Integration
expenses 1,399 - - (412)
-----------------------------------------------
197,656 34,908 (5,849) 784,293
Depreciation
and
amortization 167,755 14,101 58,931 408,173
-----------------------------------------------
Operating
income (loss) 29,901 20,807 (64,780) 376,120
Interest
Long-term debt
and other (56,831) (4,258) 6,604 (152,785)
Intercompany (8,660) (399) (1,024) -
Foreign
exchange
gain (loss) 3,405 68 (3,425) (138)
Change in fair
value of
derivative
instruments 207 - - 1,202
Other income
(expense) (839) 5,083 1,369 5,742
Income tax
recovery
(expense) 19,614 (8,999) (2,399) (76,180)
-----------------------------------------------
Net income
(loss) for
the period $ (13,203) $ 12,302 $ (63,655) $ 153,961
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Additions to
property,
plant and
equipment $ - $ 206,653 $ 7,123 $ 39,942 $ 423,927
-------------------------------------------------------------------------
-------------------------------------------------------------------------
For the Three Months Ended September 30, 2024
Cable & Telecom
-----------------------------------------------
Rogers
(In thousands Cable & Rogers Business Video
of dollars) Wireless Internet Home Phone Solutions stores
-------------------------------------------------------------------------
Operating
revenue $1,068,890 $ 435,990 $ 74,702 $ 139,036 $ 77,077
Cost of sales 209,074 - - - 36,305
Sales and
marketing
expenses 153,110 31,056 13,945 17,783 31,492
Operating,
general and
administra-
tive expenses 312,446 227,094 56,998 109,628 5,145
-------------------------------------------------------------------------
394,260 $ 177,840 $ 3,759 $ 11,625 $ 4,135
-----------------------------------------------------------
-----------------------------------------------------------
Management
fees 3,007
Integration
expenses 12,772
-------------------------
378,481
Depreciation
and
amortization 141,186
-------------------------
Operating
income (loss) 237,295
Interest
Long-term debt
and other (101,531)
Intercompany -
Foreign
exchange
gain (loss) 44,163
Change in fair
value of
derivative
instruments (42,767)
Other income
(expense) (974)
Income tax
recovery
(expense) (1,296)
-------------------------
Net income
(loss) for
the period $ 134,890
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Additions to
property,
plant and
equipment $ 106,844 $ 134,794 $ 29,720 $ 38,401 $ 2,905
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cable & Telecom
-----------------------
Cable
corporate Corporate
items and Total items and Consol-
(In thousands elimina- Cable elimina- idated
of dollars) tions & Telecom Media tions Totals
-------------------------------------------------------------------------
Operating
revenue $ (1,129) $ 725,676 $ 284,520 $ (32,019) $2,047,067
Cost of sales - 36,305 38,424 - 283,803
Sales and
marketing
expenses - 94,276 47,684 - 295,070
Operating,
general and
administra-
tive expenses (1,129) 397,736 165,119 (14,430) 860,871
-------------------------------------------------------------------------
$ - 197,359 33,293 (17,589) 607,323
-------------------------
-------------------------
Management
fees 10,288 3,505 (16,800) -
Integration
expenses 2,257 - 2,922 17,951
-----------------------------------------------
184,814 29,788 (3,711) 589,372
Depreciation
and
amortization 154,924 12,830 68,044 376,984
-----------------------------------------------
Operating
income (loss) 29,890 16,958 (71,755) 212,388
Interest
Long-term debt
and other (63,239) (3,469) (10,553) (178,792)
Intercompany (6,453) (388) 6,841 -
Foreign
exchange
gain (loss) 18,002 1,218 (82) 63,301
Change in fair
value of
derivative
instruments 497 - 1 (42,269)
Other income
(expense) (19,780) 361 17,255 (3,138)
Income tax
recovery
(expense) (1,028) (202) (77) (2,603)
-----------------------------------------------
Net income
(loss) for
the period $ (42,111) $ 14,478 $ (58,370) $ 48,887
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Additions to
property,
plant and
equipment $ - $ 205,820 $ 5,610 $ 382 $ 318,656
-------------------------------------------------------------------------
-------------------------------------------------------------------------
ROGERS COMMUNICATIONS INC.
Segmented Information
For the Nine Months Ended September 30, 2024
Cable & Telecom
-----------------------------------------------
Rogers
(In thousands Cable & Rogers Business Video
of dollars) Wireless Internet Home Phone Solutions stores
-------------------------------------------------------------------------
Operating
revenue $3,468,078 $1,439,515 $ 257,031 $ 440,960 $ 225,986
Cost of
sales 583,575 - - - 109,917
Sales and
marketing
expenses 418,948 95,537 66,324 51,423 90,810
Operating,
general and
administra-
tive expenses 1,010,268 729,227 184,028 352,987 14,540
Video store
closure
expenses - - - - 5,155
-------------------------------------------------------------------------
1,455,287 $ 614,751 $ 6,679 $ 36,550 $ 5,564
-----------------------------------------------
-----------------------------------------------
Management
fees 9,288
Integration
expenses 2,677
-------------------------
1,443,322
Depreciation
and
amortization 464,885
-------------------------
Operating
income (loss) 978,437
Interest
Long-term debt
and other (299,551)
Intercompany 89,425
Foreign
exchange
gain (loss) 35,032
Change in fair
value of
derivative
instruments (29,180)
Other income
(expense) 175
Income tax
recovery
(expense) (222,441)
-------------------------
Net income
(loss) for
the period $ 551,897
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Additions to
property,
plant and
equipment $ 492,117 $ 303,493 $ 121,744 $ 50,078 $ 5,384
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cable & Telecom
-----------------------
Cable
corporate Corporate
items and Total items and Consol-
(In thousands elimina- Cable elimina- idated
of dollars) tions & Telecom Media tions Totals
-------------------------------------------------------------------------
Operating
revenue $ (3,089) $2,360,403 $ 893,266 $ (106,458) $6,615,289
Cost of
sales - 109,917 126,848 - 820,340
Sales and
marketing
expenses - 304,094 147,303 2,752 873,097
Operating,
general and
administra-
tive expenses (3,089) 1,277,693 515,039 (17,541) 2,785,459
Video store
closure
expenses - 5,155 - - 5,155
-------------------------------------------------------------------------
$ - 663,544 104,076 (91,669) 2,131,238
-------------------------
-------------------------
Management
fees 47,238 11,931 (68,457) -
Integration
expenses 5,847 - - 8,524
-----------------------------------------------
610,459 92,145 (23,212) 2,122,714
Depreciation
and
amortization 487,670 38,848 197,646 1,189,049
-----------------------------------------------
Operating
income (loss) 122,789 53,297 (220,858) 933,665
Interest
Long-term debt
and other (169,434) (11,354) 11,285 (469,054)
Intercompany (23,849) (1,204) (64,372) -
Foreign
exchange
gain (loss) 4,710 2,084 (948) 40,878
Change in fair
value of
derivative
instruments 791 - - (28,389)
Other income
(expense) (1,547) 5,799 7,885 12,312
Income tax
recovery
(expense) 253,179 72,550 (146,382) (43,094)
-----------------------------------------------
Net income
(loss) for
the period $ 186,639 $ 121,172 $ (413,390) $ 446,318
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Additions to
property,
plant and
equipment $ - $ 480,699 $ 32,526 $ 161,375 $1,166,717
-------------------------------------------------------------------------
-------------------------------------------------------------------------
For the Nine Months Ended September 30, 2024
Cable & Telecom
-----------------------------------------------
Rogers
(In thousands Cable & Rogers Business Video
of dollars) Wireless Internet Home Phone Solutions stores
-------------------------------------------------------------------------
Operating
revenue $2,908,147 $1,282,753 $ 74,702 $ 141,209 $ 235,453
Cost of
sales 529,985 - - - 108,872
Sales and
marketing
expenses 410,267 95,596 13,945 19,494 97,631
Operating,
general and
administra-
tive expenses 894,919 660,534 56,998 116,549 14,909
-------------------------------------------------------------------------
1,072,976 $ 526,623 $ 3,759 $ 5,166 $ 14,041
-----------------------------------------------
-----------------------------------------------
Management
fees 9,019
Integration
expenses 28,352
-------------------------
1,035,605
Depreciation
and
amortization 450,546
-------------------------
Operating
income (loss) 585,059
Interest
Long-term debt
and other (302,818)
Intercompany 26,564
Foreign
exchange
gain (loss) 28,422
Change in fair
value of
derivative
instruments (28,668)
Other income
(expense) (1,105)
Income tax
recovery
(expense) (4,749)
-------------------------
Net income
(loss) for
the period $ 302,705
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Additions to
property,
plant and
equipment $ 379,808 $ 355,087 $ 94,323 $ 43,236 $ 10,712
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cable & Telecom
-----------------------
Cable
corporate Corporate
items and Total items and Consol-
(In thousands elimina- Cable elimina- idated
of dollars) tions & Telecom Media tions Totals
-------------------------------------------------------------------------
Operating
revenue $ (3,106) $1,731,011 $ 797,202 $ (74,368) $5,361,992
Cost of
sales - 108,872 116,052 - 754,909
Sales and
marketing
expenses - 226,666 140,152 - 777,085
Operating,
general and
administra-
tive expenses (3,106) 845,884 452,189 (26,576) 2,166,416
-------------------------------------------------------------------------
$ - 549,589 88,809 (47,792) 1,663,582
-------------------------
-------------------------
Management
fees 30,364 10,833 (50,216) -
Integration
expenses 2,257 - 2,922 33,531
-----------------------------------------------
516,968 77,976 (498) 1,630,051
Depreciation
and
amortization 394,526 38,747 193,542 1,077,361
-----------------------------------------------
Operating
income (loss) 122,442 39,229 (194,040) 552,690
Interest
Long-term debt
and other (190,449) (7,675) (42,941) (543,883)
Intercompany (13,341) (3,933) (9,290) -
Foreign
exchange
gain (loss) 14,589 667 (4,606) 39,072
Change in fair
value of
derivative
instruments 1,707 - 4 (26,957)
Other income
(expense) (16,943) 1,463 27,582 10,997
Income tax
recovery
(expense) (3,799) (935) (382) (9,865)
-----------------------------------------------
Net income
(loss) for
the period $ (85,794) $ 28,816 $ (223,673) $ 22,054
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Additions to
property,
plant and
equipment $ - $ 503,358 $ 27,970 $ 12,677 $ 923,813
-------------------------------------------------------------------------
-------------------------------------------------------------------------
11. Related Party Transactions:
During the three and nine months ended September 30, 2024 and 2024, the
Company entered into certain transactions in the normal course of
business with certain broadcasters in which the Company has an equity
interest as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands of dollars) 2024 2024 2024 2024
------------------------------------- ----------- ----------- -----------
Fees paid to broadcasters
accounted for by the
equity method $ 4,803 $ 4,586 $ 14,828 $ 13,800
------------------------------------- ----------- ----------- -----------
The fees above were paid to a number of Canadian pay, specialty and
digital specialty channels including Viewer's Choice Canada, Prime,
Outdoor Life Network, G4TechTV, and Biography Channel. On June 12, 2024,
the Company increased its ownership in Biography Canada and G4TechTV
Canada to 100% and 66 2/3%, respectively.
The Company has entered into certain transactions with companies, the
partners or senior officers of which are or have been directors of the
Company and/or its subsidiary companies. During the three and nine months
ended September 30, 2024 and 2024, total amounts paid by the Company to
these related parties are as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands of dollars) 2024 2024 2024 2024
------------------------------------- ----------- ----------- -----------
Legal services and
commissions paid on
premiums for insurance
coverage $ 354 $ 1,300 $ 1,947 $ 4,500
Telecommunications and
programming services - - - 1,600
Interest charges and
other financing fees - - - 22,000
------------------------------------- ----------- ----------- -----------
$ 354 $ 1,300 $ 1,947 $ 28,100
------------------------------------- ----------- ----------- -----------
During the three and nine months ended September 30, 2024 and 2024, the
Company made payments to companies controlled by the controlling
shareholder of the Company as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands of dollars) 2024 2024 2024 2024
------------------------------------- ----------- ----------- -----------
Net charges for business
use of aircraft and
other administrative
services $ 106 $ (6) $ 548 $ 295
------------------------------------- ----------- ----------- -----------
As disclosed in Note 18 to the Annual Audited Consolidated Financial
Statements for the year ended December 31, 2024, with the approval of a
special committee of the Board of Directors, the Company entered into an
arrangement to sell to the controlling shareholder of the Company, for
$13.0 million in cash, the shares in two wholly owned subsidiaries whose
only asset consists of tax losses aggregating approximately $100 million.
The special committee was advised by independent counsel and engaged an
accounting firm as part of their review to ensure that the sale price was
within a range that would be fair from a financial point of view.
Further to this arrangement, on April 7, 2024, a company controlled by
the controlling shareholder of the Company purchased the shares in one of
these wholly owned subsidiaries for cash of $6.8 million.
On July 24, 2024, the shares of the second wholly owned subsidiary were
purchased by a company controlled by the controlling shareholder for cash
of $6.2 million.
12. Contingency:
On August 9, 2024, a proceeding under the Class Actions Act
(Saskatchewan) was brought against providers of wireless communications
in Canada, including the Company. The proceeding involves allegations by
wireless customers of breach of contract, misrepresentation, false
advertising and unjust enrichment arising out of the charging of system
access fees. The plaintiffs are seeking un-quantified damages from the
defendant wireless communications service providers. In July 2024, the
Saskatchewan court denied the plaintiffs' application to have the
proceeding certified as a class action. However, the court granted leave
to the plaintiffs to renew their applications in order to address the
requirements of the Saskatchewan class proceedings legislation. Similar
proceedings have also been brought against the Company and other
providers of wireless communications in most of Canada. The Company has
not recorded a liability for this contingency since the likelihood and
amount of any potential loss cannot be reasonably estimated.
13. Subsequent Events:
On October 30, 2024, the Board of Directors approved a two for one split
of the Company's Class A Voting and Class B Non-Voting shares subject to
a special shareholder meeting which has been called for December 15,
2024. It is expected that shareholders of record as of the close of
business on December 29, 2024 will receive one additional share of the
relevant class for each share held upon distribution of the additional
shares on or about January 5, 2024. The Board also approved that the
maximum number of Class A Voting shares authorized to be issued should be
increased by 56,233,894 to accommodate this split.
Information pertaining to shares and earnings per share has not been
restated in the accompanying unaudited consolidated financial statements
and notes to the unaudited interim consolidated financial statements to
reflect this split. This information will be presented in the Company's
financial statements once the stock split becomes effective. Earnings per
share, on a pro forma basis, reflecting the impact of this split for the
three and nine months ended September 30, 2024 and 2024 is as follows:
Three Months Ended Nine Months Ended
(In thousands, except September 30, September 30,
per share amounts) 2024 2024 2024 2024
------------------------------------- ----------- ----------- -----------
Numerator:
Net income - basic
and diluted $ 153,961 $ 48,887 $ 446,318 $ 22,054
------------------------------------- ----------- ----------- -----------
Denominator:
Weighted average number
of Class A and Class B
shares outstanding:
Basic 633,314 583,054 630,842 563,132
Effect of dilutive
securities:
Employee stock
options 10,602 15,054 9,608 12,748
------------------------------------- ----------- ----------- -----------
Diluted 643,916 598,108 640,450 575,880
Earnings per share for
the period:
Basic $ 0.24 $ 0.08 $ 0.71 $ 0.04
Diluted 0.24 0.08 0.70 0.04
------------------------------------- ----------- ----------- -----------
On October 30, 2024, the Board approved an increase in the annual
dividend from C$0.15 to C$0.32 per Class A Voting and Class B Non-Voting
share (on a pre split basis) effective immediately. Additionally, the
Company's dividend distribution policy was modified to make dividend
distributions on a quarterly basis instead of semi-annually. At the same
time, the Board declared the first quarterly dividend of C$0.08 cents per
share (on a pre split basis) to be paid on January 2, 2024 to
shareholders of record on December 20, 2024 reflecting the increased
C$0.32 per share annual dividend level and the new quarterly distribution
schedule.
On October 30, 2024, the Board proposed an amendment to the Class B Non-
Voting shares of the Company such that each be changed into shares
without par value from the current par value of $1.62478 subject to
shareholder approval at the December 15, 2024 special shareholder
meeting.
