Technology
Nuvve Announces Private Placement of Senior Convertible Notes and Warrants
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4 hours agoon
By
SAN DIEGO, Oct. 31, 2024 /PRNewswire/ — Nuvve Holding Corp. (“Nuvve” or the “Company”) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy back to the local electric grid and provides other grid services, today announced that it entered into a definitive agreement with certain institutional and individual accredited investors (the “Investors”), in which it issued an aggregate of $3,750,000.01 principal amount of senior convertible notes with an original issue discount of 10% (the “Notes”) and accompanying warrants (“Warrants”) to purchase shares of its common stock (the “Private Placement”). The Private Placement closed on October 31, 2024, and resulted in gross proceeds to the Company before expenses of $3,375,000.01.
Nuvve’s Chief Executive Officer, Gregory Poilasne, participated as an Investor in the Private Placement for a total investment of $250,000.
The Notes bear interest at a rate of 8.0% per annum and have an 18-month maturity, subject to an additional six-month extension in certain circumstances as provided therein. The Notes will be convertible into up to an aggregate of 1,102,295 shares of Nuvve’s common stock at the conversion price equal to $3.402 per share of common stock, which represented a 10% discount to the closing price of Nuvve’s common stock immediately prior to the closing of the Private Placement, subject to adjustment as further specified in the Notes. The principal and accrued interest on the Notes are payable in 15 equal monthly installments commencing on February 28, 2025, and may be paid, at the Company’s election, in cash, shares of common stock, or a combination thereof. In addition, the Investors have the right to purchase up to an aggregate of $12.5 million in additional principal amount of the Notes and accompanying Warrants, subject to the terms set forth in the definitive agreement.
As part of the Private Placement, Nuvve also issued Warrants to purchase up to an aggregate of 1,102,295 shares of Nuvve’s common stock at an exercise price equal to $3.78 per share, subject to adjustments, exercisable for five years from the date of issuance.
The Company intends to use the net proceeds from this transaction for working capital and general corporate purposes.
Nuvve has agreed to file a registration statement registering for resale the shares of common stock issuable upon conversion of the Notes and upon exercise of the Warrants. Nuvve has also agreed to file a preliminary proxy statement and to hold a special meeting of its stockholders to seek approval of the issuance of the shares of common stock underlying the Notes and the Warrants, in accordance with the rules and regulations of Nasdaq.
Additional information regarding the Private Placement and the terms of the Notes and Warrants will be set forth in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission (“SEC”). You may also obtain these documents for free when they are available by visiting the SEC’s website at www.sec.gov.
The offer and sale of the foregoing securities did not involve a public offering and were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. The securities may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the described offering, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Nuvve Holding Corp.
Nuvve Holding Corp. (Nasdaq: NVVE) is leading the electrification of the planet, beginning with transportation, through its intelligent energy platform. Combining the world’s most advanced vehicle-to-grid (V2G) technology and an ecosystem of electrification partners, Nuvve dynamically manages power among electric vehicle (EV) batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy. By transforming EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, Nuvve is making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world. Since its founding in 2010, Nuvve has successfully deployed V2G on five continents and offers turnkey electrification solutions for fleets of all types. Nuvve is headquartered in San Diego, California, and can be found online at nuvve.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “aims,” “anticipates,” “plans,” “looking forward to,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “continue,” “seeks” or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words. Forward-looking statements include, but are not limited to, statements concerning the expected benefits of the Private Placement, including the use of proceeds therefrom, the filing of a resale registration statement relating to the Private Placement, and the timing and ability of obtaining stockholder approval for the issuance of the common stock underlying the Notes and Warrants. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Nuvve does not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise except as required by law.
Nuvve Investor Contact
investorrelations@nuvve.com
+1 (619) 483-3448
Nuvve Press Contacts
press@nuvve.com
+1 (619) 483-3448
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SOURCE Nuvve Holding Corp.
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View original content:https://www.prnewswire.com/apac/news-releases/lianlian-global-partners-with-cyberport-to-offer-a-rapid-secure-and-cost-effective-global-payment-experience-302293553.html
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Cogeco Communications Releases its Financial Results for the Fourth Quarter of Fiscal 2024
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October 31, 2024By
Strong progress on the strategic priorities announced last quarter centered on synergies, digitization, advanced analytics, network expansion and wireless.Successfully completed the combination of our Canadian and U.S. telecommunications teams.Signed strategic partnerships to enable an upcoming launch of wireless services in Canada, in a capital-efficient manner as an MVNO.Met or exceeded all financial guidelines set for fiscal 2024; issuing fiscal 2025 financial guidelines.Increasing quarterly eligible dividend by 8.0% to $0.922 per share.
MONTRÉAL, Oct. 31, 2024 /CNW/ – Today, Cogeco Communications Inc. (TSX: CCA) (“Cogeco Communications” or the “Corporation”) announced its financial results for the fourth quarter ended August 31, 2024 and is issuing its fiscal 2025 financial guidelines.
“Fiscal 2024 has been a year of tremendous progress for Cogeco,” said Frédéric Perron, President and CEO. “Over the last six months alone, we set clear priorities to achieve sustainable growth, launched wireless in the U.S., assembled the building blocks to launch wireless in Canada as an MVNO, successfully combined our Canadian and U.S. organizations and refreshed our executive team. The recently completed restructuring, which simplified our operating model, was the first phase of a structured three-year program. We are now in a position to accelerate our digital capabilities, drive bundling across wireline and wireless, and continue to optimize our operations for ongoing growth and value creation.
“Our Canadian telecommunications business continued to perform well in Q4, driven by growth of our Internet subscriber base through Cogeco Connexion, oxio, and our network expansion program. We’re particularly excited about our oxio brand’s performance as its digital model has not only become a growth engine for the organization, but has also become a model for key transformation initiatives within the Corporation more broadly.
“In the U.S., the launch of Breezeline Mobile provides customers even more compelling reasons to bundle their services with us. Our Internet-led strategy and focus on operational efficiency contributed to another quarter of strong margin growth.
“Over the past year, we have maintained our balanced approach to allocating capital to growth initiatives including network expansion, product improvements, and a capital-light approach to growing wireless services in both countries, as well as returning capital through an increased dividend and share buybacks, all while progressively reducing our leverage. We will continue with our balanced approach in fiscal 2025 and with that, we are delighted to announce an increase in our quarterly dividend per share to $0.922.”
Consolidated Financial Highlights
Three months ended August 31
2024
2023
(1)
Change
Change in
constant
currency
(2)
(In thousands of Canadian dollars, except % and per share data) (unaudited)
$
$
%
%
Revenue
747,751
743,397
0.6
(0.7)
Adjusted EBITDA (2)
370,418
351,300
5.4
4.2
Adjusted EBITDA margin (2)
49.5 %
47.3 %
Profit for the period
85,484
91,797
(6.9)
Profit for the period attributable to owners of the Corporation
81,958
86,499
(5.2)
Adjusted profit attributable to owners of the Corporation (2)(3)
99,054
97,175
1.9
Cash flows from operating activities
319,177
281,326
13.5
Free cash flow (1)(2)
148,189
88,953
66.6
66.1
Free cash flow, excluding network expansion projects (1)(2)
205,100
121,881
68.3
67.4
Acquisition of property, plant and equipment
154,260
205,570
(25.0)
Net capital expenditures (2)(4)
152,253
176,617
(13.8)
(15.1)
Net capital expenditures, excluding network expansion projects (2)
95,342
143,689
(33.6)
(34.8)
Capital intensity (2)
20.4 %
23.8 %
Capital intensity, excluding network expansion projects (2)
12.8 %
19.3 %
Diluted earnings per share
1.94
1.95
(0.5)
Adjusted diluted earnings per share (2)(3)
2.35
2.19
7.3
Operating results
For the fourth quarter of fiscal 2024 ended on August 31, 2024:
Revenue increased by 0.6% to $747.8 million. On a constant currency basis(2), revenue decreased by 0.7% due to a decline in revenue in the American telecommunications segment, offset in part by revenue growth in the Canadian telecommunications segment, as explained below.American telecommunications’ revenue decreased by 2.3% in constant currency (remained stable as reported), mainly due to a decline in its subscriber base, especially for entry-level services, and a higher proportion of customers subscribing to Internet-only services. The decline was offset in part by higher revenue per subscriber and a better product mix resulting from improving subscriber metrics.Canadian telecommunications’ revenue increased by 0.8%, mostly driven by the cumulative effect of high-speed Internet service additions over the past year, including from network expansion projects, as well as the Niagara Regional Broadband Network acquisition completed on February 5, 2024.Adjusted EBITDA increased by 5.4% to $370.4 million. On a constant currency basis, adjusted EBITDA increased by 4.2%, mainly due to higher adjusted EBITDA in both the Canadian and American telecommunications segments, driven by cost reduction initiatives and operating efficiencies across the Corporation as a result of our ongoing transformation program, in addition to revenue growth in the Canadian telecommunications segment.Canadian telecommunications adjusted EBITDA increased by 3.8%, or 4.0% in constant currency.American telecommunications adjusted EBITDA increased by 5.2%, or 2.4% in constant currency.Profit for the period amounted to $85.5 million, of which $82.0 million, or $1.94 per diluted share, was attributable to owners of the Corporation compared to $91.8 million, $86.5 million, and $1.95 per diluted share, respectively, in the comparable period of fiscal 2023. The decreases in profit for the period and profit attributable to owners of the Corporation resulted mainly from higher depreciation and amortization expense and non-cash pre-tax impairment charges of $14.9 million recognized during the quarter mostly in relation to strategic partnerships to facilitate the development of wireless services in Canada under a capital-light operating model, partly offset by higher adjusted EBITDA, lower financial expense and lower acquisition, integration, restructuring and other costs.Adjusted profit attributable to owners of the Corporation(3) was $99.1 million, or $2.35 per diluted share(3), compared to $97.2 million, or $2.19 per diluted share, last year. The increase of adjusted diluted earnings per share over last year reflects the benefit of the Corporation’s share buybacks.Net capital expenditures were $152.3 million, a decrease of 13.8% compared to $176.6 million in the same period of the prior year. In constant currency, net capital expenditures(2) were $150.0 million, a decrease of 15.1% compared to last year, mainly resulting from lower spending due to the timing of network expansion projects in both the American and Canadian telecommunications segments, in addition to drawdowns of previously accumulated customer premise equipment inventory in the American telecommunications segment.Excluding network expansion projects, net capital expenditures were $95.3 million, a decrease of 33.6% compared to $143.7 million in the same period of the prior year. In constant currency, net capital expenditures, excluding network expansion projects(2) were $93.7 million, a decrease of 34.8% compared to last year.Fibre-to-the-home network expansion projects continued in both Canada and the United States by adding close to 58,000(5) homes passed during fiscal 2024, of which close to 14,000(5) were in the fourth quarter.Capital intensity was 20.4% compared to 23.8% last year. Excluding network expansion projects, capital intensity was 12.8% compared to 19.3% in the same period of the prior year.Acquisition of property, plant and equipment decreased by 25.0% to $154.3 million, mainly resulting from lower spending.Free cash flow(1) increased by 66.6%, or 66.1% in constant currency, and amounted to $148.2 million, or $147.7 million in constant currency, mainly due to lower net capital expenditures, higher adjusted EBITDA and lower financial expense. Free cash flow, excluding network expansion projects(1) increased by 68.3%, or 67.4% in constant currency, and amounted to $205.1 million, or $204.1 million in constant currency.Cash flows from operating activities increased by 13.5% to $319.2 million, mainly from the timing of payments of trade and other payables and higher adjusted EBITDA.At its October 31, 2024 meeting, the Board of Directors of Cogeco Communications declared a quarterly eligible dividend of $0.922 per share, an increase of 8.0% compared to $0.854 per share last year.
FISCAL 2025 FINANCIAL GUIDELINES
Cogeco Communications released its fiscal 2025 financial guidelines. Fiscal 2025 will be the first year of a three-year transformation program, where investments are made in order to set the Corporation on a path to sustainable growth. On a constant currency basis, the Corporation expects fiscal 2025 revenue to remain stable resulting from a combination of Internet subscriber growth and a decline in video and wireline phone subscriptions. On a constant currency basis, fiscal 2025 adjusted EBITDA is anticipated to remain stable, mainly due to stable revenue as well as stable operating expenses, which are anticipated to benefit from the recent corporate reorganization and other operational improvements, offset by investments into new capabilities as part of a three-year transformation program. Net capital expenditures are anticipated to be between $650 and $725 million, including net investments of approximately $140 to $190 million in growth-oriented network expansions, which will increase the Corporation’s footprint in Canada and the United States. Capital intensity is expected to range between 22% and 24%, or 17% and 19% excluding network expansion projects. Free cash flow and free cash flow, excluding network expansion projects, are expected to decrease between 0% and 10% due to stronger than anticipated free cash flow in fiscal 2024, continued growth-oriented investments, and higher financial expense and current income tax.
October 31, 2024
Projections
(i)
Actual
Fiscal 2025
(constant currency)
(ii)
Fiscal 2024
(In millions of Canadian dollars, except percentages)
$
$
Financial guidelines
Revenue
Stable
2,977
Adjusted EBITDA
Stable
1,442
Net capital expenditures
$650 to $725
638
Net capital expenditures in connection with network expansion projects
$140 to $190
137
Capital intensity
22% to 24%
21.4 %
Capital intensity, excluding network expansion projects
17% to 19%
16.8 %
Free cash flow
Decrease of 0% to 10%
(iii)
476
Free cash flow, excluding network expansion projects
Decrease of 0% to 10%
(iii)
613
(i)
Percentage of changes compared to fiscal 2024.
(ii)
Fiscal 2025 financial guidelines are based on a USD/CDN constant exchange rate of 1.3606 USD/CDN.
(iii)
The assumed current income tax effective rate is approximately 14%.
These financial guidelines, including the various assumptions underlying them, contain forward-looking statements concerning the business outlook for Cogeco Communications, and should be read in conjunction with the “Forward-looking statements” section of this press release.
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its calculation of free cash flow and free cash flow, excluding network expansion projects, to include proceeds on disposals of property, plant and equipment. Comparative figures were restated to conform to the current presentation. For further details, please refer to the “Non-IFRS Accounting Standards and other financial measures” section of this press release.
(2)
Adjusted EBITDA and net capital expenditures are total of segments measures. Adjusted EBITDA margin and capital intensity are supplementary financial measures. Constant currency basis, adjusted profit attributable to owners of the Corporation, net capital expenditures, excluding network expansion projects, free cash flow and free cash flow, excluding network expansion projects are non-IFRS Accounting Standards measures. Change in constant currency, capital intensity, excluding network expansion projects and adjusted diluted earnings per share are non-IFRS Accounting Standards ratios. These indicated terms do not have standardized definitions prescribed by IFRS® Accounting Standards, as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and therefore, may not be comparable to similar measures presented by other companies. For more information on these financial measures, please consult the “Non-IFRS Accounting Standards and other financial measures” section of this press release.
(3)
Excludes the impact of non-cash impairment charges, and acquisition, integration, restructuring and other costs, net of tax and non-controlling interest.
(4)
Net capital expenditures exclude non-cash acquisitions of right-of-use assets and the purchases, and related borrowing costs, of spectrum licences, and are presented net of government subsidies, including the utilization of those received in advance.
(5)
Organic growth calculated by excluding additions resulting from acquisitions.
Financial highlights
Change in
constant
currency
Change in
constant
currency
Three months and years ended August 31
2024
2023
(1)
Change
(2) (3)
2024
2023
(1)
Change
(2) (3)
(In thousands of Canadian dollars, except % and per share data)
$
$
%
%
$
$
%
%
Operations
Revenue
747,751
743,397
0.6
(0.7)
2,976,524
2,984,128
(0.3)
(0.8)
Adjusted EBITDA (3)
370,418
351,300
5.4
4.2
1,442,314
1,421,066
1.5
1.0
Adjusted EBITDA margin (3)
49.5 %
47.3 %
48.5 %
47.6 %
Acquisition, integration, restructuring and other costs (4)
10,561
15,228
(30.6)
59,731
36,225
64.9
Impairment of property, plant and equipment
14,862
—
—
14,862
—
—
Profit for the period
85,484
91,797
(6.9)
354,132
417,972
(15.3)
Profit for the period attributable to owners of the Corporation
81,958
86,499
(5.2)
335,534
392,273
(14.5)
Adjusted profit attributable to owners of the Corporation (3)(5)
99,054
97,175
1.9
400,431
417,960
(4.2)
Cash flow
Cash flows from operating activities
319,177
281,326
13.5
1,175,219
962,905
22.0
Free cash flow (1)(3)
148,189
88,953
66.6
66.1
476,021
418,056
13.9
13.6
Free cash flow, excluding network expansion projects (1)(3)
205,100
121,881
68.3
67.4
613,415
590,891
3.8
3.5
Acquisition of property, plant and equipment
154,260
205,570
(25.0)
659,090
802,830
(17.9)
Net capital expenditures (3)(6)
152,253
176,617
(13.8)
(15.1)
637,833
699,506
(8.8)
(9.3)
Net capital expenditures, excluding network expansion projects (3)
95,342
143,689
(33.6)
(34.8)
500,439
526,671
(5.0)
(5.5)
Capital intensity (3)
20.4 %
23.8 %
21.4 %
23.4 %
Capital intensity, excluding network expansion projects (3)
12.8 %
19.3 %
16.8 %
17.6 %
Per share data (7)
Earnings per share
Basic
1.95
1.95
—
7.87
8.78
(10.4)
Diluted
1.94
1.95
(0.5)
7.83
8.75
(10.5)
Adjusted diluted (3)(5)
2.35
2.19
7.3
9.35
9.32
0.3
Dividends per share
0.854
0.776
10.1
3.416
3.104
10.1
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its calculation of free cash flow and free cash flow, excluding network expansion projects, to include proceeds on disposals of property, plant and equipment. Proceeds on disposals of property, plant and equipment amounted to $0.6 million and $3.4 million for the three-month period and year ended August 31, 2024, respectively ($1.0 million and $2.7 million, respectively, in fiscal 2023). Comparative figures were restated to conform to the current presentation. For further details, please refer to the “Non-IFRS Accounting Standards and other financial measures” section of this press release.
(2)
Key performance indicators presented on a constant currency basis are obtained by translating financial results from the current periods denominated in US dollars at the foreign exchange rate of the comparable periods of the prior year. For the three-month period and year ended August 31, 2023, the average foreign exchange rates used for translation were 1.3329 USD/CDN and 1.3467 USD/CDN, respectively.
(3)
Adjusted EBITDA and net capital expenditures are total of segments measures. Adjusted EBITDA margin and capital intensity are supplementary financial measures. Adjusted profit attributable to owners of the Corporation, free cash flow, free cash flow, excluding network expansion projects and net capital expenditures, excluding network expansion projects are non-IFRS Accounting Standards measures. Change in constant currency, capital intensity, excluding network expansion projects and adjusted diluted earnings per share are non-IFRS Accounting Standards ratios. These indicated terms do not have standardized definitions prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on these financial measures, please consult the “Non-IFRS Accounting Standards and other financial measures” section of this press release.
(4)
For the three-month period and year ended August 31, 2024, acquisition, integration, restructuring and other costs were mostly related to restructuring costs recognized during the second half of the year, including costs related to the new organizational structure announced in May 2024 and other cost optimization initiatives. For the three-month period and year ended August 31, 2023, acquisition, integration, restructuring and other costs resulted mostly from costs related to the integration of past acquisitions, as well as acquisition and integration costs incurred in connection with the acquisition of oxio, completed on March 3, 2023, from restructuring costs associated with organizational changes during the fourth quarter of fiscal 2023 within the Canadian and the American telecommunications segments and from configuration and customization costs related to cloud computing arrangements. Furthermore, a retroactive adjustment of $8.4 million was recognized in fiscal 2023 following the Copyright Board preliminary conclusions on the redetermination of the 2014-2018 royalty rates, of which $4.2 million was reversed during the second quarter of fiscal 2024 following the Copyright Board decision issued in January 2024.
(5)
Excludes the impact of non-cash impairment charges, acquisition, integration, restructuring and other costs, and gains/losses on debt modification and/or extinguishment, all net of tax and non-controlling interest.
(6)
Net capital expenditures exclude non-cash acquisitions of right-of-use assets and the purchases, and related borrowing costs, of spectrum licences, and are presented net of government subsidies, including the utilization of those received in advance.
(7)
Per multiple and subordinate voting share.
As at
August 31, 2024
August 31, 2023
(In thousands of Canadian dollars, except %)
$
$
Financial condition
Cash and cash equivalents
76,335
362,921
Total assets
9,675,009
9,768,370
Long-term debt
Current
361,808
41,765
Non-current
4,448,261
4,979,241
Net indebtedness (1)
4,803,629
4,749,214
Equity attributable to owners of the Corporation
2,979,691
2,957,797
Return on equity (2)
11.3 %
13.7 %
(1)
Net indebtedness is a capital management measure. For more information on this financial measure, please consult the “Non-IFRS Accounting Standards and other financial measures” section of the Corporation’s MD&A for the year ended August 31, 2024, available on SEDAR+ at www.sedarplus.ca.
(2)
Return on equity is a supplementary financial measure and is calculated as profit attributable to owners of the Corporation for the year divided by the average of the equity attributable to owners of the Corporation for the year.
Forward-looking statements
Certain statements contained in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to Cogeco Communications Inc.’s (“Cogeco Communications” or the “Corporation”) future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as “may”; “will”; “should”; “expect”; “plan”; “anticipate”; “believe”; “intend”; “estimate”; “predict”; “potential”; “continue”; “foresee”, “ensure” or other similar expressions concerning matters that are not historical facts. Particularly, statements relating to the Corporation’s financial guidelines, future operating results and economic performance, objectives and strategies are forward-looking statements. These statements are based on certain factors and assumptions including expected growth, results of operations, purchase price allocation, tax rates, weighted average cost of capital, performance and business prospects and opportunities, which Cogeco Communications believes are reasonable as of the current date. Refer in particular to the “Corporate objectives and strategy” and “Fiscal 2025 financial guidelines” sections of the Corporation’s Fiscal 2024 annual Management’s Discussion and Analysis (“MD&A”) for a discussion of certain key economic, market and operational assumptions we have made in preparing forward-looking statements. While management considers these assumptions to be reasonable based on information currently available to the Corporation, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what Cogeco Communications currently expects. These factors include risks such as general market conditions, competitive risks (including changing competitive and technology ecosystems and disruptive competitive strategies adopted by our competitors), business risks, regulatory risks, tax risks, technology risks (including cybersecurity), financial risks (including variations in currency and interest rates), economic conditions (including inflation pressuring revenue, reduced consumer spending and increasing costs), talent management risks (including the highly competitive market for a limited pool of digitally skilled employees), human-caused and natural threats to the Corporation’s network (including increased frequency of extreme weather events with the potential to disrupt operations), infrastructure and systems, sustainability and sustainability reporting risks, ethical behavior risks, ownership risks, litigation risks and public health and safety, many of which are beyond the Corporation’s control. For more exhaustive information on these risks and uncertainties, the reader should refer to the “Uncertainties and main risk factors” section of the Corporation’s Fiscal 2024 annual MD&A. These factors are not intended to represent a complete list of the factors that could affect Cogeco Communications and future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information contained in this press release and the forward-looking statements contained in this press release represent Cogeco Communications’ expectations as of the date of this press release (or as of the date they are otherwise stated to be made) and are subject to change after such date. While management may elect to do so, the Corporation is under no obligation (and expressly disclaims any such obligation) and does not undertake to update or alter this information at any particular time, whether as a result of new information, future events or otherwise, except as required by law.
All amounts are stated in Canadian dollars unless otherwise indicated. This press release should be read in conjunction with the MD&A included in the Corporation’s Fiscal 2024 Annual Report, the Corporation’s consolidated financial statements and the notes thereto prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) for the year ended August 31, 2024.
Non-IFRS Accounting Standards and other financial measures
This press release includes references to non-IFRS Accounting Standards and other financial measures used by Cogeco Communications. These financial measures are reviewed in assessing the performance of Cogeco Communications and used in the decision-making process with regard to its business units.
Reconciliations between non-IFRS Accounting Standards and other financial measures to the most directly comparable IFRS Accounting Standards measures are provided below. Certain additional disclosures for non-IFRS Accounting Standards and other financial measures used in this press release have been incorporated by reference and can be found in the “Non-IFRS Accounting Standards and other financial measures” section of the Corporation’s MD&A for the year ended August 31, 2024, available on SEDAR+ at www.sedarplus.ca. The following non-IFRS Accounting Standards measures are used as a component of Cogeco Communications’ non-IFRS Accounting Standards ratios.
Specified non-IFRS Accounting Standards measures
Used in the component of the following non-IFRS Accounting Standards ratios
Adjusted profit attributable to owners of the Corporation
Adjusted diluted earnings per share
Constant currency basis
Change in constant currency
Net capital expenditures, excluding network expansion projects
Capital intensity, excluding network expansion projects
Financial measures presented on a constant currency basis for the three-month period and year ended August 31, 2024 are translated at the average foreign exchange rate of the comparable periods of the prior year, which were 1.3329 USD/CDN and 1.3467 USD/CDN, respectively.
Constant currency basis and foreign exchange impact reconciliation
Consolidated
Three months ended August 31
2024
2023
(1)
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
747,751
(9,731)
738,020
743,397
0.6
(0.7)
Operating expenses
372,095
(5,234)
366,861
388,381
(4.2)
(5.5)
Management fees – Cogeco Inc.
5,238
—
5,238
3,716
41.0
41.0
Adjusted EBITDA
370,418
(4,497)
365,921
351,300
5.4
4.2
Free cash flow (1)
148,189
(462)
147,727
88,953
66.6
66.1
Net capital expenditures
152,253
(2,254)
149,999
176,617
(13.8)
(15.1)
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its free cash flow calculation to include proceeds on disposals of property, plant and equipment. Comparative figures were restated to conform to the current presentation.
Years ended August 31
2024
2023
(1)
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign exchange impact
In
constant currency
Actual
Actual
In
constant currency
$
$
$
$
%
%
Revenue
2,976,524
(15,024)
2,961,500
2,984,128
(0.3)
(0.8)
Operating expenses
1,513,258
(8,121)
1,505,137
1,544,462
(2.0)
(2.5)
Management fees – Cogeco Inc.
20,952
—
20,952
18,600
12.6
12.6
Adjusted EBITDA
1,442,314
(6,903)
1,435,411
1,421,066
1.5
1.0
Free cash flow (1)
476,021
(932)
475,089
418,056
13.9
13.6
Net capital expenditures
637,833
(3,340)
634,493
699,506
(8.8)
(9.3)
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its free cash flow calculation to include proceeds on disposals of property, plant and equipment. Comparative figures were restated to conform to the current presentation.
Canadian telecommunications segment
Three months ended August 31
2024
2023
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
378,702
—
378,702
375,754
0.8
0.8
Operating expenses
175,688
(288)
175,400
180,183
(2.5)
(2.7)
Adjusted EBITDA
203,014
288
203,302
195,571
3.8
4.0
Net capital expenditures
71,000
(245)
70,755
73,348
(3.2)
(3.5)
Years ended August 31
2024
2023
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
1,510,506
—
1,510,506
1,489,915
1.4
1.4
Operating expenses
710,706
(447)
710,259
701,717
1.3
1.2
Adjusted EBITDA
799,800
447
800,247
788,198
1.5
1.5
Net capital expenditures
356,274
(463)
355,811
354,384
0.5
0.4
American telecommunications segment
Three months ended August 31
2024
2023
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
369,049
(9,731)
359,318
367,643
0.4
(2.3)
Operating expenses
185,588
(4,916)
180,672
193,172
(3.9)
(6.5)
Adjusted EBITDA
183,461
(4,815)
178,646
174,471
5.2
2.4
Net capital expenditures
76,238
(2,011)
74,227
100,488
(24.1)
(26.1)
Years ended August 31
2024
2023
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign
exchange
impact
In
constant
currency
Actual
Actual
In
constant
currency
$
$
$
$
%
%
Revenue
1,466,018
(15,024)
1,450,994
1,494,213
(1.9)
(2.9)
Operating expenses
759,658
(7,632)
752,026
800,409
(5.1)
(6.0)
Adjusted EBITDA
706,360
(7,392)
698,968
693,804
1.8
0.7
Net capital expenditures
267,728
(2,865)
264,863
336,910
(20.5)
(21.4)
Adjusted profit attributable to owners of the Corporation
Three months ended August 31
Years ended August 31
2024
2023
2024
2023
(In thousands of Canadian dollars)
$
$
$
$
Profit for the period attributable to owners of the Corporation
81,958
86,499
335,534
392,273
Impairment of property, plant and equipment
14,862
—
14,862
—
Acquisition, integration, restructuring and other costs
10,561
15,228
59,731
36,225
Loss on debt extinguishment (1)
—
—
16,880
—
Tax impact for the above items
(6,648)
(3,829)
(24,109)
(9,370)
Non-controlling interest impact for the above items
(1,679)
(723)
(2,467)
(1,168)
Adjusted profit attributable to owners of the Corporation
99,054
97,175
400,431
417,960
(1) Included within financial expense.
Free cash flow and free cash flow, excluding network expansion projects reconciliations
Three months ended August 31
Years ended August 31
2024
2023
(1)
2024
2023
(1)
(In thousands of Canadian dollars)
$
$
$
$
Cash flows from operating activities
319,177
281,326
1,175,219
962,905
Changes in other non-cash operating activities
(34,878)
(9,946)
(56,369)
97,851
Income taxes paid
6,526
2,025
5,719
91,673
Current income taxes
(553)
(5,708)
(20,147)
(32,067)
Interest paid
71,695
65,489
266,464
239,648
Financial expense
(61,925)
(70,222)
(277,690)
(251,642)
Loss on debt extinguishment (2)
—
—
16,880
—
Amortization of deferred transaction costs and discounts on long-term debt (2)
2,190
3,195
9,143
12,601
Net capital expenditures (3)
(152,253)
(176,617)
(637,833)
(699,506)
Proceeds on disposals of property, plant and equipment (1)
594
1,037
3,378
2,651
Repayment of lease liabilities
(2,384)
(1,626)
(8,743)
(6,058)
Free cash flow (1)
148,189
88,953
476,021
418,056
Net capital expenditures in connection with network expansion projects
56,911
32,928
137,394
172,835
Free cash flow, excluding network expansion projects (1)
205,100
121,881
613,415
590,891
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its calculation of free cash flow and free cash flow, excluding network expansion projects, to include proceeds on disposals of property, plant and equipment. Comparative figures were restated to conform to the current presentation.
(2)
Included within financial expense.
(3)
Net capital expenditures exclude non-cash acquisitions of right-of-use assets and the purchases, and related borrowing costs, of spectrum licences, and are presented net of government subsidies, including the utilization of those received in advance.
Net capital expenditures reconciliation
Three months ended August 31
Years ended August 31
2024
2023
2024
2023
(In thousands of Canadian dollars)
$
$
$
$
Acquisition of property, plant and equipment
154,260
205,570
659,090
802,830
Subsidies received in advance recognized as a reduction of the cost of property, plant and equipment during the period
(2,007)
(28,953)
(21,257)
(103,324)
Net capital expenditures
152,253
176,617
637,833
699,506
Adjusted EBITDA reconciliation
Three months ended August 31
Years ended August 31
2024
2023
2024
2023
(In thousands of Canadian dollars)
$
$
$
$
Profit for the period
85,484
91,797
354,132
417,972
Income taxes
15,225
18,119
62,342
94,761
Financial expense
61,925
70,222
277,690
251,642
Impairment of property, plant and equipment
14,862
—
14,862
—
Depreciation and amortization
182,361
155,934
673,557
620,466
Acquisition, integration, restructuring and other costs
10,561
15,228
59,731
36,225
Adjusted EBITDA
370,418
351,300
1,442,314
1,421,066
Net capital expenditures and free cash flow excluding network expansion projects reconciliations
Net capital expenditures
Three months ended August 31
2024
2023
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign exchange impact
In
constant currency
Actual
Actual
In
constant currency
$
$
$
$
%
%
Net capital expenditures
152,253
(2,254)
149,999
176,617
(13.8)
(15.1)
Net capital expenditures in connection with network expansion projects
56,911
(576)
56,335
32,928
72.8
71.1
Net capital expenditures, excluding network expansion projects
95,342
(1,678)
93,664
143,689
(33.6)
(34.8)
Years ended August 31
2024
2023
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign exchange impact
In
constant currency
Actual
Actual
In
constant currency
$
$
$
$
%
%
Net capital expenditures
637,833
(3,340)
634,493
699,506
(8.8)
(9.3)
Net capital expenditures in connection with network expansion projects
137,394
(780)
136,614
172,835
(20.5)
(21.0)
Net capital expenditures, excluding network expansion projects
500,439
(2,560)
497,879
526,671
(5.0)
(5.5)
Free cash flow
Three months ended August 31
2024
2023
(1)
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign exchange impact
In
constant currency
Actual
Actual
In
constant currency
$
$
$
$
%
%
Free cash flow (1)
148,189
(462)
147,727
88,953
66.6
66.1
Net capital expenditures in connection with network expansion projects
56,911
(576)
56,335
32,928
72.8
71.1
Free cash flow, excluding network expansion projects (1)
205,100
(1,038)
204,062
121,881
68.3
67.4
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its calculation of free cash flow and free cash flow, excluding network expansion projects, to include proceeds on disposals of property, plant and equipment. Comparative figures were restated to conform to the current presentation.
Years ended August 31
2024
2023
(1)
Change
(In thousands of Canadian dollars, except percentages)
Actual
Foreign exchange impact
In
constant currency
Actual
Actual
In
constant currency
$
$
$
$
%
%
Free cash flow (1)
476,021
(932)
475,089
418,056
13.9
13.6
Net capital expenditures in connection with network expansion projects
137,394
(780)
136,614
172,835
(20.5)
(21.0)
Free cash flow, excluding network expansion projects (1)
613,415
(1,712)
611,703
590,891
3.8
3.5
(1)
During the fourth quarter of fiscal 2024, the Corporation updated its calculation of free cash flow and free cash flow, excluding network expansion projects, to include proceeds on disposals of property, plant and equipment. Comparative figures were restated to conform to the current presentation.
Additional information
Additional information relating to the Corporation, including its Annual Information Form, is available on SEDAR+ at www.sedarplus.ca and on the Corporation’s website at corpo.cogeco.com.
About Cogeco Communications Inc.
Cogeco Communications Inc. is a leading telecommunications provider committed to bringing people together through powerful communications and entertainment experiences. We provide world-class Internet, video and wireline phone services to 1.6 million residential and business subscribers in Canada and thirteen states in the United States. We also offer wireless services in most of our U.S. operating territory. Our services are marketed under the Cogeco and oxio brands in Canada, and under the Breezeline brand in the U.S. We take pride in our strong presence in the communities we serve and in our commitment to a sustainable future. Cogeco Communications Inc.’s subordinate voting shares are listed on the Toronto Stock Exchange (TSX: CCA).
For information:
Investors
Troy Crandall
Head, Investor Relations
Cogeco Communications Inc.
Tel.: 514 764-4600
troy.crandall@cogeco.com
Media
Claudja Joseph
Director, Communications & DEI
Cogeco Communications Inc.
Tel.: 514 764-4600
claudja.joseph@cogeco.com
Conference Call:
Friday, November 1st, 2024 at 11:00 a.m. (Eastern Daylight Time)
A live audio of the analyst conference call will be available on both the Investor Relations and the Events and Presentations pages on Cogeco Communications’ website. Financial analysts will be able to access the live conference call and ask questions. Media representatives may attend as listeners only. A recording of the conference call will be available on Cogeco Communications’ website for a three-month period.
Please use the following dial-in number to access the conference call 10 minutes before the start of the conference:
Local – Toronto: 1 289 514-5100
Toll Free – North America: 1 800 717-1738
To join this conference call, participants are required to provide the operator with the name of the company hosting the call, that is, Cogeco Inc. or Cogeco Communications Inc.
SOURCE Cogeco Communications Inc.
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