Press Release
July 26, 2023
TORONTO, July 26, 2023 (GLOBE NEWSWIRE) —
Consolidated Financial Highlights
Three months ended June 30 | Six months ended June 30 | |||||||
(In millions of Canadian dollars, except per share amounts, unaudited) | 2023 | 2022 | % Chg | 2023 | 2022 | % Chg | ||
Total revenue | 5,046 | 3,868 | 30 | 8,881 | 7,487 | 19 | ||
Total service revenue | 4,534 | 3,443 | 32 | 7,848 | 6,639 | 18 | ||
Adjusted EBITDA 1 | 2,190 | 1,592 | 38 | 3,841 | 3,131 | 23 | ||
Net income 2 | 109 | 409 | (73 | ) | 620 | 801 | (23 | ) |
Adjusted net income 1 | 544 | 463 | 17 | 1,097 | 925 | 19 | ||
Diluted earnings per share 2 | $0.20 | $0.76 | (74 | ) | $1.19 | $1.57 | (24 | ) |
Adjusted diluted earnings per share 1 | $1.02 | $0.86 | 19 | $2.11 | $1.81 | 17 | ||
Cash provided by operating activities | 1,635 | 1,319 | 24 | 2,088 | 2,132 | (2 | ) | |
Free cash flow 1 | 476 | 344 | 38 | 846 | 859 | (2 | ) |
“We delivered strong results in the second quarter and continued to demonstrate solid momentum in our core businesses,” said Tony Staffieri, President and CEO. “We upgraded our financial guidance for the year and I am pleased to share the integration with Shaw is tracking ahead of plan. We’re proud that more Canadians continue to choose Rogers as we invest in our customers and our networks to deliver long-term growth.”
1 Adjusted EBITDA is a total of segments measure. Free cash flow is a capital management measure. Adjusted diluted earnings per share is a non-GAAP ratio. Adjusted net income is a non-GAAP financial measure and is a component of adjusted diluted earnings per share. See “Non-GAAP and Other Financial Measures” in our Q2 2023 Management’s Discussion and Analysis (MD&A), available at www.sedarplus.ca, and this earnings release for more information about each of these measures. These are not standardized financial measures under International Financial Reporting Standards (IFRS) and might not be comparable to similar financial measures disclosed by other companies.
2 The significant decrease in net income and diluted earnings per share includes an approximate $0.5 billion ongoing increase in quarterly depreciation and amortization as a result of the assets acquired through the $26 billion Shaw Transaction completed on April 3, 2023. For the purposes of calculating adjusted net income and adjusted earnings per share, we have removed depreciation and amortization of $0.2 billion on the incremental fair value of these assets.
Shaw Transaction
On April 3, 2023, after receiving all required regulatory approvals and after the Freedom Transaction (as defined below) closed, we acquired all the issued and outstanding Class A Participating Shares and Class B Non-Voting Participating Shares (collectively, Shaw Shares) of Shaw Communications Inc. (Shaw) (Shaw Transaction) for total consideration of $20.5 billion, consisting of:
We also assumed approximately $2.9 billion of debt, net of cash and consideration received from the Freedom Transaction, on April 3.
The Shaw Transaction was implemented through a court-approved plan of arrangement under the Business Corporations Act (Alberta).
On April 3, 2023, the outstanding shares of Freedom Mobile Inc. (Freedom), a subsidiary of Shaw, were sold to Videotron Ltd. (Videotron), a subsidiary of Quebecor Inc. (Quebecor) (Freedom Transaction). The Freedom Transaction was effected pursuant to an agreement entered into on August 12, 2022 among Rogers, Shaw, Quebecor, and Videotron, which provided for the sale of all Freedom-branded wireless and Internet customers and all of Freedom’s infrastructure, spectrum licences, and retail locations. The Freedom Transaction did not include the sale of Shaw Mobile-branded wireless subscribers; accordingly, these wireless subscribers remained with the Shaw business acquired by Rogers.
On April 3, 2023, following the completion of the Shaw Transaction, Shaw Communications Inc. was amalgamated with RCI. As a result of this amalgamation, RCI became the issuer and assumed all of Shaw’s obligations under the indenture governing Shaw’s outstanding senior notes with a total principal amount of $4.55 billion as at April 3, 2023. As a result, the assumed senior notes now rank equally with RCI’s other unsecured senior notes and debentures, bank credit facilities, and letter of credit facilities. In connection with the Shaw Transaction, RCCI provided a guarantee for Shaw’s payment obligations under those senior notes.
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