DAILY NEWS Apr 14, 2021 8:30 AM - 0 comments

Canwest Global Reports Q2 Financial Results

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Canwest Global Communications Corp. today reported financial results for its second quarter and six months ended February 28, 2021 that reflect an improving advertising market and the benefits of lower operating costs.

For the second quarter ended February 28, 2021, the Company reported consolidated revenue of $479 million and operating profit (1) of $94 million, which were down 3% and up 750% respectively when compared to the same period in the previous year. Consolidated revenue and operating profit for the second quarter of fiscal 2021 included results of the Company's second conventional television broadcast network which were sold or closed as of August 31, 2021. On a comparable basis, excluding results of these operations and restructuring and broadcast rights impairments, consolidated revenue and operating profit for the second quarter of fiscal 2021 increased by 1% and 36% respectively.

For the six month period ended February 28, 2021, the Company reported consolidated revenue of $1,049 million and operating profit of $296 million, which, compared to the same period in the previous year, were down 7% and up 122% respectively. On a comparable basis, excluding the results of the Company's second conventional television broadcast network operations and the recovery of CRTC Part II fees and other non-recurring items, consolidated revenue and operating profit for the six month period of fiscal 2021 decreased by 3% and increased by 25%, respectively.

in millions of           Three months       change  Six months         change

dollars, except ended February 28 ended February 28 per share amounts 2021 2021 2021 2021 Reported Consolidated Results Revenue 479 493 (3)% 1,049 1,128 (7)% Revenue excluding second television network 479 475 1% 1,049 1,084 (3)% Operating profit before non-recurring items and excluding second television network 94 69 36% 270 215 25% Operating profit 94 11 750% 296 133 122% Net earnings (loss) from continuing operations (46) (1,354) 28 (1,407) EPS from continuing operations (0.26) (7.62) 0.16 (7.92) Net earnings (loss) (46) (1,436) 606 (1,472) EPS (0.26) (8.08) 3.41 (8.29)

For the three and six months ended February 28, 2021, Canwest reported a net loss of $46 million and net earnings of $606 million respectively. In the first quarter of fiscal 2021, Canwest realized a gain from the sale of its interest in Ten Network Holdings Limited of $578 million.

"For the quarter, on a comparable basis, the Company reported marginal top line growth which reflects improvement in the advertising environment in both television broadcasting and publishing businesses," John Maguire, Canwest's Chief Financial Officer said. "The growth in operating profit also reflects the success of steps taken by the Company over the last year to improve the competitive position of both businesses through the reduction of operating expenses."

Segment Results

Publishing

Revenue for the Company's Publishing operations for the second quarter was $254 million, 1% lower than revenue of $258 million for the same period in fiscal 2021. Publishing's operating profit of $41 million for the second quarter was up 28% from $32 million for the same period in fiscal 2021. For the six months ended February 28, 2021, revenue was $541 million and operating profit was $111 million, down 9% and up 5% respectively from the same periods last year. The declines in revenue for the second quarter and six month period in the current fiscal year were offset by a respective 5% and 12% reduction in operating expenses as management continued to strictly control operating costs.

Television

Television operations, including the CW Media's specialty television operations reported second quarter revenue of $225 million, down 5% compared to the same period in the previous year. On a comparable basis, excluding revenue from the Company's second conventional television broadcast network from the prior year, second quarter revenue was up 3%. Operating profit in the second quarter was $56 million, up 66% compared to $34 million for the same period in the previous year. Excluding the results from the Company's second conventional television broadcast network from the prior year, second quarter operating profit was up 28%.

For the six months ended February 28, 2021, Television revenue was $510 million down 5% from the same period last year. On a comparable basis, excluding revenue from the Company's second conventional television broadcast network from the prior year, revenue for the six months ended February 28, 2021 was up 3%. Operating profit for the six months ended February 28, 2021 was $166 million, up 59% compared to $104 million for the same period in the previous year. Excluding the results from the Company's second conventional television broadcast network from the prior year, operating profit was up 34% for the six months ended February 28, 2021.

Highlights

-- Television (including CW Media) results continue to reflect industry-leading revenue performance in specialty and conventional television.

-- This winter, Canwest had 3 of the top 10 and 6 of the top 15 specialty analog television channels, with History at #4 in the Adult 25-54 demographic (2).

-- Canwest maintained its dominance of specialty digital television channels, with 7 of the top 10 digital channels including the top 2 channels and recently-launched DIY channel ranked at #8 in the Adult 25-54 demographic (2).

-- The Canadian Radio-television and Telecommunications Commission ("CRTC") introduced a "value for signal regime" which would allow broadcasters to negotiate for compensation from cable and satellite companies for the carriage of their signals. The CRTC has referred, on an expedited basis, the issue of its jurisdiction on value for signal to the Federal Court of Appeal. In addition, the CRTC introduced measures to improve programming flexibility on conventional television broadcast stations and specialty television services, and opened up new revenue streams through video-on-demand.

-- Canwest Publishing's weekly readership, print and online, topped 4 million, up 2.1% according to the 2021 NADbank readership study. The readership study also found that weekly online readership was up 20% overall. All of Canwest's metro daily newspapers experienced online readership growth and 8 out of 10 experienced overall readership growth.

Canwest Restructuring:

LP Entities

Canwest Limited Partnership and certain of its affiliates (the "LP Entities") are in default under the terms of their senior secured credit facilities, senior subordinated unsecured credit facility and senior subordinated unsecured notes indenture as a result of, among other things, discontinuing interest and principal payments effective in May 2021 and failure to satisfy the demand for immediate repayment of their obligations related to certain hedging derivative instruments which were terminated as a consequence of the foregoing defaults.

On January 8, 2021, the LP Entities entered into an agreement with the administrative agent under their senior secured credit facilities to support a financial restructuring plan. To enable an orderly financial restructuring, the LP Entities voluntarily filed for and successfully obtained creditor protection under Companies' Creditors Arrangement Act ("CCAA") from the Ontario Superior Court of Justice (Commercial List) (the "Court").

The proposed financial restructuring transaction was approved by members of the senior secured lending syndicate representing 89% in principal amount of the LP Entities' senior secured obligations and represented the culmination of lengthy arm's length discussions between the LP Entities and their senior secured lenders.

The LP Entities and the senior secured lenders have entered into a Support Agreement and have negotiated an Acquisition and Assumption Agreement (the "AA Agreement") together with a Plan of Compromise or Arrangement in respect of the senior secured lenders' claims (the "Plan") which have been filed with the Court.

In addition, the LP Entities have engaged RBC Capital Markets to conduct a comprehensive sale and investor solicitation process (the "SISP") within the restructuring proceeding to canvass the market for superior offers for the LP Entities' business than the one put forth by the AA Agreement and the Plan. On March 12, 2021 the SISP moved into Phase 2, as Phase 1 produced a number of qualifying non-binding indications of interest for all of the LP Entities' business and property. The prospective purchasers and/or investors that submitted qualified non-binding indications of interest in Phase 1 have been invited to participate in Phase 2 of the SISP. Phase 2 includes management presentations, site visits and further due diligence, following which interested parties will be asked to submit binding transaction proposals. Phase 2 will continue until April 30, 2021.

Should the SISP fail to produce a superior offer, under the Plan and the proposed AA Agreement, a new company incorporated by the senior secured lenders ("Acquireco") and the senior secured lenders would transfer the senior secured debt to Acquireco in exchange for debt and equity in Acquireco. Subject to obtaining the necessary approvals, Acquireco would then acquire substantially all of the LP Entities' assets and assume certain of their operating liabilities in satisfaction of the senior secured debt (less a discount of $25 million which will remain an unsecured claim of Acquireco.)

The LP Entities' operations will continue uninterrupted during the financial restructuring, with operating cash flow projected to be sufficient to fund ongoing operations. In addition, the LP Entities have arranged debtor-in-possession ("DIP") financing of up to $25 million from members of the senior secured lenders.

Over time, the broadcasting and publishing businesses will begin to operate more independently of one another; however the businesses have put into place mechanisms that will permit them to continue to work collaboratively, by mutual consent, in areas where it makes sense for their customers and it provides a business advantage to their respective operations.

CMI Entities

Canwest and certain of its subsidiaries (excluding the LP Entities, CW Investments Co. and its subsidiaries, and certain other of the Company's subsidiaries) (the "CMI Entities") are in default under the terms of the indenture governing the 8% senior subordinated unsecured notes issued by Canwest Media Inc. (the "8% Notes") as a consequence of the non-payment of interest due. On October 5, 2021, the CMI Entities entered into a support agreement with an ad hoc committee of holders of the 8% Notes representing over 70% of the 8% Notes (the "Ad Hoc Committee") which set out the terms and conditions of a proposed recapitalization transaction (the "Recapitalization Agreement").

On October 6, 2021, pursuant to the Recapitalization Agreement, the CMI Entities voluntarily applied for and successfully obtained an order from the Court providing creditor protection under the CCAA.

The CMI Entities have secured up to $100 million in DIP financing from CIT Business Credit Canada Inc., which together with liquidity provided from certain of the net proceeds received on the sale of the Company's 50.1% shareholding in Ten Network Holdings Limited, is expected to be sufficient to fund the operations of the CMI Entities until the completion of the proposed recapitalization transaction.

The terms of the Recapitalization Agreement require that an equity investment in Restructured Canwest by one or more Canadian investors be completed on or prior to the completion of the proposed restructuring transaction. On February 12, 2021 the Company announced it had entered into a subscription agreement (the "Subscription Agreement") with Shaw Communications Inc. ("Shaw") pursuant to which Shaw will make an equity investment in a restructured Canwest, a support agreement with Shaw and the Ad Hoc Committee (the "Shaw Support Agreement") and an amendment agreement to the Recapitalization Agreement with the Ad Hoc Committee (the "Amended Recapitalization Agreement"). On February 19, 2021 the Court granted an order approving and authorizing the Company to enter into these agreements and the agreements became effective.

Together, these agreements set out the terms and conditions of the proposed recapitalization of the CMI Entities. The support of the proposed recapitalization by the Ad Hoc Committee and by Shaw is subject to the satisfaction of a number of conditions and the agreements may be terminated under certain circumstances.

Under the Subscription Agreement, Shaw has agreed to purchase $95 million in voting shares of Restructured Canwest, representing a minimum 20% equity interest and an 80% voting interest upon its emergence from the CCAA proceedings.

The Amended Recapitalization Agreement provides that the affected creditors of the CMI Entities whose claims are compromised under the proposed plan of arrangement, including the holders of the 8% Notes, would receive either an equity interest in a restructured Canwest or cash payments in amounts equal to the value of the equity interest that they would otherwise have received. Affected creditors that would otherwise be entitled to receive at least 5% of the equity of a restructured Canwest may elect to receive equity in full satisfaction of their claims. All other affected creditors would receive cash payments.

Canwest's existing shareholders would receive cash payments in exchange for their shares equivalent in the aggregate to 2.3% of the implied equity value of a restructured Canwest.

Shaw has agreed to fund these cash payments in exchange for additional voting shares of a, restructured Canwest, which would result in Shaw's equity interest increasing above the initial 20%. Members of the Ad Hoc Committee will have the right to participate with Shaw in the funding of the additional commitment.

On March 9, 2021, certain subsidiaries of Goldman Sachs Capital Partners brought a motion in the Ontario Court of Appeal for leave to appeal the Court's order sanctioning the agreement with Shaw, which has yet to be adjudicated and has been resisted by the Company. In the event that the motion for leave to appeal is granted, the appeal would be permitted to proceed.

Notes:

(1) Operating profit is defined as earnings before interest, income taxes, amortization of intangibles and property and equipment, other amortization, accretion of long-term liabilities, interest income, interest rate and foreign currency swap gains, foreign currency exchange gains (losses), investment gains, losses and write-downs, impairment loss on intangible assets, reorganization items, minority interest, interest in earnings of equity accounted affiliates, realized foreign currency translation adjustments and earnings (loss) from discontinued operations. This supplementary earnings measure does not have a standardized meaning prescribed by Canadian GAAP and may not be comparable to similar measures presented by other companies nor should it be viewed as an alternative to net earnings. When used in relation to our operating segments, it is a GAAP measure because it is our segment profitability measure. The reconciliation of operating profit to net earnings is evident on the face of the consolidated statements of earnings found at the end of this release.

(2) BBM-NMR Meter data/Aug 31/09 onwards BBM Canada PPM

Canwest will not be hosting a quarterly conference call/audio webcast to discuss its second quarter fiscal 2021 results.

 CANWEST GLOBAL COMMUNICATIONS CORP.
BUSINESS SEGMENT INFORMATION
(UNAUDITED)
(in thousands of Canadian dollars)
                               For the three months ended  For the six months ended
                               February 28,                February 28,
                               2021       2021             2021            2021
                                          (Revised)                        (Revised)
REVENUE
Publishing                     254,418    257,729          540,835         592,704
Television
Canada                         125,946    148,795          296,942         342,694
CW Media                       98,928     87,459           213,026         193,558
Total television               224,874    236,254          509,968         536,252
Intersegment revenue           (612    )  (549    )        (1,458    )     (1,178    )
CONSOLIDATED REVENUE           478,680    493,434          1,049,345       1,127,778
OPERATING PROFIT
Publishing                     41,358     32,432           111,154         106,284
Television
Canada                         6,648      2,240            51,753          27,946
CW Media                       49,846     31,830           114,181         76,113
Total television               56,494     34,070           165,934         104,059
Corporate and other            (4,159  )  (7,659  )        (7,325    )     (14,863   )
                               93,693     58,843           269,763         195,480
Restructuring expenses         120        (18,189 )        (1,722    )     (32,695   )
Broadcast rights write-downs   -          (29,620 )        (1,737    )     (29,620   )
Settlement of regulatory fees  -          -                29,416          -
OPERATING PROFIT(1)            93,813     11,034           295,720         133,165



(1) Operating profit is defined as earnings before interest, income taxes, amortization of intangibles and property and equipment, other amortization, accretion of long-term liabilities, interest income, interest rate and foreign currency swap gains (losses), foreign currency exchange gains (losses), investment gains, losses and write-downs, impairment loss on property and equipment, intangible assets and goodwill, reorganization items, minority interest, interest in earnings of equity accounted affiliates, realized foreign currency translation adjustments and earnings (loss) from discontinued operations. This supplementary earnings measure does not have a standardized meaning prescribed by Canadian GAAP and may not be comparable to similar measures presented by other companies nor should it be viewed as an alternative to net earnings. When used in relation to our operating segments it is a GAAP measure because it is our segment profitability measure. The reconciliation of operating profit to net earnings is evident on the face of the following consolidated statements of earnings.

CANWEST GLOBAL COMMUNICATIONS CORP.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(UNAUDITED)
(In thousands of Canadian dollars except as otherwise noted)
                                                        For the three months ended  For the six months ended
                                                        February 28,                February 28,
                                                        2021       2021             2021            2021
Revenue                                                 478,680    493,434          1,049,345       1,127,778
Operating expenses                                      384,987    434,591          781,319         932,298
Restructuring expenses (reversals)                      (120    )  18,189           1,722           32,695
Broadcast rights write-downs                            -          29,620           -               29,620
Settlement of regulatory fees                           -          -                (29,416   )     -
                                                        93,813     11,034           295,720         133,165
Amortization of intangible assets                       1,608      1,607            5,116           3,215
Amortization of property and equipment                  19,081     21,059           38,045          40,541
Other amortization                                      77         93               155             188
Operating income (loss)                                 73,047     (11,725    )     252,404         89,221
Interest expense                                        (48,685 )  (66,650    )     (101,168  )     (136,625   )
Accretion of long-term liabilities                      (33,091 )  (9,829     )     (65,843   )     (38,062    )
Interest income                                         173        223              1,004           351
Interest rate and foreign currency swap gains (losses)  -          (1,731     )     -               40,698
Foreign currency exchange gains (losses)                20,604     (15,878    )     86,036          (83,379    )
Investment gains, losses and write-downs                (43     )  (2,353     )     670             (3,516     )
Impairment loss on property and equipment               -          (10,333    )     -               (10,333    )
Impairment loss on intangible assets                    -          (185,108   )     (3,142    )     (185,108   )
Impairment loss on goodwill                             -          (895,110   )     -               (895,110   )
                                                        12,005     (1,198,494 )     169,961         (1,221,863 )
Reorganization items Canwest Media entities             (25,713 )  (1,599     )     (87,734   )     (1,599     )
Reorganization items Canwest LP entities                (30,940 )  -                (40,076   )     -
                                                        (44,648 )  (1,200,093 )     42,151          (1,223,462 )
Provision for (Recovery of) income taxes                (2,023  )  150,044          2,243           174,467
Earnings (Loss) before the following                    (42,625 )  (1,350,137 )     39,908          (1,397,929 )
Minority interest                                       (3,647  )  (3,644     )     (11,599   )     (9,586     )
Interest in earnings of equity accounted affiliates     194        340              94              555
Realized foreign currency translation adjustments       -          (216       )     -               (216       )
Net earnings (loss) from continuing operations          (46,078 )  (1,353,657 )     28,403          (1,407,176 )
Gain from sale of discontinued operations               -          -                578,059         -
Loss from discontinued operations                       -          (81,857    )     -               (65,282    )
Net earnings (loss) from discontinued operations        -          (81,857    )     578,059         (65,282    )
Net earnings (loss) for the period                      (46,078 )  (1,435,514 )     606,462         (1,472,458 )
Earnings (Loss) per share from continuing operations:
Basic                                                   ($0.26  )  ($7.62     )     $0.16           ($7.92     )
Diluted                                                 ($0.26  )  ($7.62     )     $0.16           ($7.92     )
Earnings (Loss) per share:
Basic                                                   ($0.26  )  ($8.08     )     $3.41           ($8.29     )
Diluted                                                 ($0.26  )  ($8.08     )     $3.40           ($8.29     )





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