Cogeco Communications Inc.

Good morning everybody and welcome to this third quarter conference call which Philip and I will present so before we begin this call as usual

I'd like to remind listeners that the call is subject to forward-looking statements, which can be found in the press releases issued yesterday. And I'll turn the call over to Philippe Jeté.

Thank you, Patrice, and good morning. Thank you, everyone, for joining us. Our third quarter consolidated results were in line with our expectations. We demonstrated once again our focus on balancing subscriber growth with financial performance, while remaining disciplined on our cost structure. While BreezeLine continued to face headwinds from the macroeconomic and nationwide competitive environments, Cogico Connection performed well in the quarter, marked by continued organic growth in its internet customer base and further supplemented by our Oxio acquisition in March. In both Canada and the United States, we generated higher revenue per customer driven by a better product mix and supported by our fiber powered wireline networks. We continue to execute successfully on our fiber to the home network expansion programs, which continue to drive new internet subscribers in both markets. Overall, we've added 101,000 homes passed since the beginning of this fiscal year. If we include those added in fiscal 22, this brings us to more than 171,000 additional homes passed, representing a 6% growth of our network. These expansions are made in attractive areas from demographic or competitive standpoints, and where we are targeting very healthy penetration rates. Like the government subsidized fiber expansions that we are undertaking in Canada, we are pursuing regional programs in the United States, such as the Virginia Telecommunications Initiative, where we recently were awarded $15 million in funding to expand to 7,500 unserved homes and businesses. We also look forward to the launch of the broadband equity access and deployment funding program in the United States called BEAD. Each state will run its own process of allocating funds by region. Within our traditional markets, our reliable high-speed network innovative digital product offering, and local customer service, all positioned as well for future organic growth. In terms of mobile development in Canada, the CRTC released the final terms and conditions of the MVNO regulatory framework in May. And while the final decision did not introduce any material changes to the regime, we were pleased to see the CRTC establish a deadline for rate negotiations by August 7th and stated that it would consider using all the tools at its disposal should this timeframe not be met. We have initiated MVNO access negotiations But as you will understand, for competitive reasons, we cannot provide further details on these negotiations. And securing satisfactory wholesale rates for access to incumbent wireless networks will be critical to the viability and long-term success of our mobile entry. During the quarter, we also purchased spectrum licenses in the 25 and 3,500 megahertz bands in Quebec. With this acquisition, we have a spectrum that now covers 95% of our Canadian footprint. With regards to wholesale high-speed access services, the CRTC recently launched a review of its existing regulatory framework, and in our submissions to the CRTC, We are urging the regulator to ensure that any new wholesale access mandate resulting from this review does not undermine investment and innovation and that regulated wholesale rates reflect the true cost of building networks. To that end, we have proposed that access to the wholesale regime be limited to small carriers. and that nascent fiber to the home deployments be exempt from the mandate. Finally, on ESG, COGICO was named on this for the sixth consecutive year, one of the best 50 corporate citizens in Canada by corporate nights. This highly respected ranking recognized Canadian companies that are setting the standards for leadership in sustainable growth. I will now review our operational results. Let's start with our Canadian operations. As mentioned earlier, we continue to connect more homes in unserved and underserved communities in both provinces, where we added 15,000 homes passed during the quarter and a total of more than 88,000 homes passed, including those added in fiscal 22. These fiber-to-the-home expansion projects are mostly in partnership with governments and are already paying off with customer loadings. Our Canadian team continued on its path to excellence by executing effective sales and marketing strategies and by providing a distinctive customer experience, which led our internet customer base to grow this quarter by 11,100 across our traditional markets, newly served areas, and in regions where OXIO is present. The Canadian business has also improved its ARPU with an improved customer product mix. Now moving on to the U.S. operations. During the quarter, we continued our fiber network expansion with 15,500 new homes pass this quarter or 83,000 homes pass, including those added in fiscal 22, which resulted in new internet subscribers. But the market remained challenging due to the macroeconomic environment and competitive intensity. Within our traditional markets, we reported 2,600 internet customer losses which were not expected and mainly driven by aggressive offers by competitors in response to fixed wireless access competition, they are facing in other areas. However, the product mix has improved with a greater proportion of new connections taking faster internet speeds and therefore driving a higher average revenue per unit. In Ohio, Internet net losses stood at 4,000, which is a small improvement over previous quarters, but below our expectations. During the quarter, we continued to densify and interconnect the network to BreezeLine's core. There is still more work on our plate to return to growth in our Internet customer base in Ohio, and it will take more time to gain greater brand awareness in that market. For Cogico Media, we continue to face headwinds from an industry-wide challenging radio advertising market, while our stations, once again, remain at the top of the ratings. In the meantime, we continue to expand multi-platform audio content options with more digital ad tech solutions. Now, let me turn the call over to Patrice, who will provide more details on our financial performance for the quarter.

So, thank you, Philippe. So, in Canada, Cogeco Connections revenue was up by 3.2%, resulting mainly from a higher internet service customer base, higher revenue per customer, and the Oxio acquisition. EBITDA was stable due to revenue growth, offsetting higher operating expenses to drive and support customer growth. In the U.S., BreezeLine's revenue was down 5.7% in constant currency, mainly driven by a lower customer base in Ohio over the past year and an overall decline in video and phone customers, partially offset by higher revenue per customer and a better product mix. EBITDA decreased by 3.6%, reflecting lower revenue, partly offset by a higher gross margin, reflecting more internet within the revenue mix, as well as the impact of cost reduction initiatives. Turning to our consolidated numbers, at the consolidated level, revenue was down by 1.3% in constant currency, which led to a decline in adjusted EBITDA of 1.8%, mainly due to BreezeLine's performance, which I just explained, and stable EBITDA at Cogeco Connection. Capital intensity, as reported, was 22.9% compared to 25% last year, mainly from reduced capex spending in Canada. Excluding network expansion projects, capital intensity was 18.6%. Our free cash flow remains stable, and excluding network expansion projects, free cash flow would have decreased by 5.4% in the quarter. A dividend of 77.6 cents per share was declared in the quarter, We anticipate dividends to represent a payout ratio of about 36% of free cash flow this year and 24% when we exclude network expansions. At the end of the quarter, our net debt to EBITDA went 3.4 turns, which reflects a higher U.S. dollar against the Canadian dollar. Now, at Cogico Inc., revenue in constant currency declined by 1.4%, and EBITDA by 2.2% as a result of Cogico Communications' performance. Radio operations revenue decreased by 3.2% as the advertising market remained soft. During the quarter, we recognized a pre-tax, non-cash impairment charge of $88 million related to our radio operations, following an industry-wide reduction in radio advertising demand and a higher cost of capital. A dividend of 73.1 cents per share was declared during the quarter at Cogico Inc. In terms of outlook, we are maintaining our fiscal 23 financial guidelines as issued in January for both corporations and no real change in our full year expectations from what we outlined in our last call. At Cogico Connection, we expect low to mid single digit revenue growth for the full year and low single-digit EBITDA growth. In terms of Q4 outlook at Physical Connection, we expect mid-single-digit growth in revenue driven by organic growth from our traditional markets, incremental benefit from our expansion into newly built areas, and a contribution from the recent OXIO acquisition. We expect a low single-digit decline in EBITDA due to margin contraction stemming from higher OPEX to drive customer growth, including with our Opsio brand, which is in a high-growth phase at the moment. And also note that in last year's Q4 results and EBITDA, we had certain favorable year-end adjustments. Now, at BreezeLine, for the full year, we expect in constant currency a low single-digit decline in revenue while EBITDA is expected to be slightly negative. In Q4, we expect low single-digit growth in revenue, driven by a rate increase implemented in June, as well as continued growth from the network extension projects. As for EBITDA, we expect stronger growth from higher revenue, less direct costs, a better product mix, and less off-ex due to certain cost efficiencies. Below EBITDA, at the consolidated level, a node at Q4 should normally have a similar level of acquisition, integration, restructuring, and other costs, as we recorded in Q3. In terms of capex, our guidelines account for the anticipated increase in capital intensity in Q4, as the summer months are typically a busier time to build. It also reflects investments related to strategic growth initiatives, including preparing for an eventual launch of mobile services in Canada. Now, Philippe and I will be happy to take your questions.

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press the star followed by the one on your touchtone phone. You will hear a three-tone prompt acknowledging your request. If you are using a speakerphone... Please lift the handset before pressing any keys. First question comes from Maher Yagi at Scotiabank.

Please go ahead. Thank you for taking my questions. I wanted to ask you on your U.S. business. Last quarter you highlighted your expectation that you were expecting to see growth in broadband subscribers outside of Ohio. But the results show that you lost subscribers both in Ohio and outside Ohio. So can you maybe highlight or discuss what changed versus your prior expectation when it comes to your broadband business outside of Ohio? What are the factors that brought those numbers into the negative territory? And I have a follow-up question on why I was after. Thank you.

Sure. Good morning, Mayor. Yeah, so, I mean, we operate in different states. And the level of competition is higher than before, as you know. So, it's no different than the last few quarters. So, if you look at the last year, we've had quarters where we were negative in terms of if I focus on the Internet subscribers. And some quarters we were flat and some others where we were positive. So it's a fine balance. We do have different levels of competition in different areas. And we have to manage a balance between ARPUs, profitability, and also subscriber loadings. So I would say there's nothing particular that happened during the quarter. These are small values compared to the overall base we have in the U.S. But it is more than competitive than it used to be, especially from the fixed wireless access providers at the moment. But overall, I would say outside Ohio, we've been able over the past year to maintain our base.

So how should we approach the rest of the year going forward in terms of your loading since fixed wireless is likely to remain a competitor for you for the foreseeable future. Should we be forecasting continued broadband losses outside of Ohio, or this should be a resort somehow soon?

Well, as I said, this quarter was negative outside Ohio, but the previous quarter was positive. And if you look before that, we've had ups and downs as well. So these numbers change by the week. So obviously, our goal is to be at the minimum flat and to grow market share, but they will vary by quarter. So it's difficult to answer at this point exactly where Q4 will stand. But again, it's managing ARPUs and especially on the acquisition front of new customers. and the subscriber loadings.

Okay. I'll move on to wireless because you have moved, you know, you have made some moves in wireless over the last quarter. Like you said, you bought some spectrum on the 2500 and 3500. So can you maybe update us on where your discussions for, you know, wholesale roaming and MVNO are at and when do you expect some resolution to allow you to operationalize the whole investment so far?

So, Maher, it's Philippe. As you saw and as you heard me say, we're still determined to launch a mobile service in Canada, and we are now in negotiations with the MNO. For competitive reasons, we won't go further on this call, but it remains a critical element of our business case to enter for the long term this market, so we are expecting to close these negotiations in line with our aspiration. But we're into it right now. So more to come in the next quarter.

And do you believe that the spectrum that you bought is enough for you to support over time building up yourself, your network, and moving the transfer of frequency usage from the MNO to your own network over time?

Yeah, well, it will be a combination of the spectrum we can acquire. It will be also a combination of different partnerships of the MVNO framework. So for the next seven years, we don't need to have all the spectrum in every territory. Right now, we cover 95% of our operating footprint where we have a fiber backbone to evolve a wireless operation. later in time. So we're starting with an MVNO operation and as time progress, we will accumulate the assets that we need and or the partnerships that we need to continue expanding.

Thank you.

Thank you. Next question will be from Drew McReynolds at RBC. Please go ahead.

This question from here, assuming or whenever commercial negotiations are completed, let's be aspirational here. What would be the timing in terms of ending those negotiations and an actual commercial launch? And then second question in the Canadian broadband business. Good to see the uptick in internet net additions. When you attribute it to footprint expansion, Oxio, and organic growth in existing territories, can you give us a sense of what the relative contribution of each would be? Thank you.

Hello, Drew. It's Philippe. Let me start. In terms of dates, I've already indicated earlier that part of the CRTC process, there's the August 7th date that was set as a deadline for MVNOs and MNOs to agree in negotiations. Failing that, there will be an FOA process, an arbitration process. So let's first get to August 7th. Hopefully, we will have closed. If not, we will work with the CRTC what the arbitration process needs to be, and we'll take it from there.

On the other one, Drew, so we were very happy actually with the PSUs in Canada, as you saw. Despite some challenges in the US, the Canadian ones were very strong, and actually the previous quarter was good as well. Not to necessarily slice and dice the number into these three buckets, but I can say that the three areas, which are the legacy business, the network extensions, and the OXIO additions in quarter, did contribute meaningfully during the quarter. And just to be clear, also, these numbers obviously don't include what we acquired in OXIO. It just includes the change in the quarter, so the additions during the quarter. Okay, got it.

Just a quick follow-up, sorry to lead back to wireless. Just whenever the process is finalized and you're good to go with agreements in place, whether negotiated or through final offer arbitration, Are you good to go almost within kind of week or weeks, or does it still take a little bit of time after getting everything in place agreement-wise to launch?

We've previously indicated that we have set up a team. So from the team point of view, we're there. There is some work that we could have done regardless of the negotiations. There are some systems and some technical work that will need to happen pending what we are able to secure or negotiate in those negotiations. So there will be some work after the negotiation to set up the interconnections of systems, for example, but we'll have to finalize the negotiation to see what exactly this work is and how long it's going to be. So unfortunately, we can't be more precise than that today.

No, that's great. Thank you.

Thank you. Next question will be from Vince Valentini at TD Securities. Please go ahead.

Hi, thanks very much. First on the Q4 outlook for the U.S. Patrice, sorry, I think I heard you right, but revenue down low single digits and a very slight decline in EBITDA. Is that what you said for BreezeLine?

Yeah, exactly. Low single digit decline in revenue. Sorry, that's the full year. So for Q4, so yeah, it's the same thing. So low single digit growth in revenue at BreezeLine, if that's your question, and higher growth than this in EBITDA in Q4 in the U.S.

Oh, okay. So I'm... I mixed up the full year. So for the quarter, you expect both of those to be up year over year.

Exactly.

And that is driven – I mean, we see what the subscribers are, so obviously it can't be driven by that. It's driven by a rate increase. Can you give us any sense of how big the rate increase was in June?

Yeah, it was not a large one, but it was across the base. So I would say it was smaller than what we normally do. But there's also other elements. We did proceed with some reductions in FTEs at the early part of the quarter. So there's some benefits there. You know, there's more cord cutting on video as well in the U.S. across the board in the industry. So that reduces some revenue, but it also offsets some costs on video. And we have other elements as well. in terms of cost reductions that are in motion. So I would say it's the mix of these four elements.

That makes sense.

Yeah, go ahead. Sorry, Vince, if I may compliment that. Patrice indicated the price increase, but specific to OIO, let's remember that we have not increase the price since we've acquired these assets so it actually gave us a good position to to better compete but this price increase is across the whole base including Ohio so we feel we're good with a price increase including Ohio this time okay thank you for that just produce the

The explanation on EBITDA with the cost reductions makes a lot of sense to me. I'm still struggling a bit with the math on how revenue turns positive when the trend line has been getting worse and the sub-ads got worse again in Q3. If it's only a 2% or something rate increase, I don't see how that's going to change its trajectory. Am I missing something else on the year-over-year comparison?

Yeah, there's a bit of a price increase. There's the product mix as well changes in the quarters. And also, obviously, the reason why the revenues are down this quarter into three primarily or entirely are due to the sub losses in Ohio. But as you remember, obviously, when we made the switch over to our brand, This is where we had more losses, and these losses have come down over time. So as time passes, the negative impact of those initial larger losses is reducing.

Okay. Good enough on that. And a follow-up on wireless for me as well. Well, two quick ones. One, you mentioned the final rules that we saw from the CRTC in May. Unless I've missed something, I mean, they're still saying a seven-year sunset clause to need to build your own network. Is there any chance that there's some other revision coming at some point from either ICID or the CRTC to potentially extend that seven years, or is that something you don't think could come until we're two or three years into the process?

Yeah, well, from a CRTC point of view, I think we need to give a chance to the framework to to get going first. I am not expecting them to immediately review that term, but let's remember that this is one way to expand the timeline. There are other ways in signing long-term commercial MDNO agreements with larger MNO, for example, or entering into network sharing agreements with others. So the extension of the seven-year, although in my opinion likely in the future, is just one of three options and maybe even more.

Fair enough. And last one, this $60 million, if I saw that correctly in the MD&A, that you spent on spectrum in Q3, it surprised me a little bit how much that was. Wasn't this spectrum for more smaller markets where you didn't have

Spectrum before or or did I miss something you actually bought spectrum in a major city like Toronto or Montreal that that would cost more No, no, it was actually the former so we've we've expanded from 91 percent to 95 percent Coverage of our of our operating footprint with that.

Yeah, so they those were in Quebec's and the last auction we bought mainly in Ontario and the pricing there were there were many areas for auction in Quebec but we ended up buying very little in Quebec and we had an opportunity here to buy on a private basis some spectrum in Quebec in cities where we either had nothing or we had very little spectrum so it helped us basically beef up the spectrum packages in the areas and when you look at it on on a per megahertz pop basis, it's quite lower than the pricing we've seen in the last auction, what we were able to secure now. So we felt comfortable with it.

Do you have that figure, Patrice? Was it sub a dollar per megahertz per pop?

It was, yeah, it was just above a dollar, so about $1.10. Thank you.

Thank you.

Next question will be from Jerome Dubreuil at Desjardins. Please go ahead.

Bonjour tout le monde. Thanks for taking my questions. Going back to the U.S., you know, despite the kind of mix of costs per gigabyte on fixed wireless, you know, we've seen these large fixed wireless players now committing resources to expanding fixed wireless capacity. You know, some have been calling it the only killer app of 5G right now, and they've put a lot of money in 5G. So maybe an incentive for them to keep going on that front. Does that make accelerated investments in the U.S. more attractive since you need growth or less attractive?

Did you specify when you say other investments, what do you mean?

Yeah, I mean, previously, maybe we were expecting the large fixed wireless players to run into capacity issues, and now it doesn't seem to be as much of a problem from recent communication from Verizon, notably.

So they are very targeted in their approach to the market in fixed wireless access, so there's a There's a specific amount of capacity that they have on every sector of these cell sites, and that's what they allocate to fix wireless. The overall question of spectrum is still limited, so they might be adding a little bit more spectrum to extend number of customers per cell sector. But still, they will be limited by by the spectrum usage, and we assume that they will want to monetize furthermore the spectrum, turning it to the next 5G applications. But it might last a little bit longer than we anticipated in the market, and they are opening small but other areas of coverage here and there, but in a very targeted manner.

Okay, thank you. Maybe just one clarification, and maybe you've already mentioned it, but I just want to confirm that you are fully eligible to be in VNO regime with all the CRTC requirements of home network and all the other requirements we've seen.

Yes, we have a public mobile network. It's actively offering mobile service to retail customers, and this is... This is why we started negotiation as we are compliant with the definition. Great. Thank you.

Next question will be from Stephanie Price at CIBC. Please go ahead.

Hi. Good morning. I was hoping you could talk a little bit about the timeline for BID funding to roll out to the telecom providers in the U.S. and give us a bit of a ballpark on how big an opportunity this could be for COGCO in the U.S.

Sure. Hi, Stephanie. Yeah, so the allocation by state was just done by the federal government. I'm sure you've seen it. So then there is a process that the states have to follow with time limitations. They can go as fast as they want, but there's time limitations on it. And it's a two-phase process where initially 20% of the funds get released. And when the second phase happens, and it's basically defining the maps and exactly the houses, then the 80% gets released. So it will probably vary a lot by state. And what we're expecting is that some of these bidding in some states is going to start in early 24. That's calendar 24. and some will stretch into 25 and it's possible that for the last pieces will be in 26. So it will be spread out. What we're doing on our side is getting ready. So we have obviously a team on it and we're operating in many states as you know. So there's a lot of work being done behind the scenes looking at the different maps so that we're ready to respond when the states launch their own processes.

Great. Thank you. And just on capital allocation, it looks like you paused on buybacks in the quarter, likely just given Axio and the spectrum you acquired. How should we think about capital allocation at this point?

Sure. And maybe just before I forget what the data I gave you on the BID program, this would be to BID. Once you win an area, then there's a time period to do the design of the network, get the permits. and start the construction, so the capex element would be further out. In terms of capital allocation, obviously we are focusing on generating enough free cash flow to do these acquisitions and buybacks, pay the dividend and raise the dividend, and invest in these B programs and what we're doing in Canada right now. Unfortunately, we're able to do a bit of all this The buybacks, we do it more on an opportunistic basis, depending on obviously how we see the value. We see value in the stock, that's for sure. But also we have to look at the leverage and the other opportunities that are there. As you know, with our plans in Canada, we have been accumulating a spectrum and that we had an opportunity to do some more right now. So that was, we think, a good investment for us. And you have to grab these opportunities when they come as the buybacks can be increased or decreased as we see fit for now or in the future.

Makes sense. Thank you. Thank you. As a reminder, ladies and gentlemen, if you would like to ask a question, please press star followed by 1 on your touch-tone phone. And your next question will be from Matthew Griffith at Bank of America. Please go ahead.

Matthew Griffith, Bank of America Bank of America Bank of America Hi. Good morning. Thanks for taking the question. I was wondering if you could talk a little bit about, you know, how you feel about your pricing power in the U.S. market. You obviously are going through a price increase, so that's kind of a positive indication, but you also referenced higher levels of competition than before and the, you know, if not really the direct impact of fixed wireless access, the indirect impact that they're having on competitor pricing. So if you could just talk about, you know, how you see that playing out and if this if we should expect a kind of subscriber impact from this price increase going into Q4.

Yes. And of course, we've mentioned the macroeconomic factors, the high inflation that is going on. But our products are actually well in demand. Broadband is an almost critical or essential service So, and we've mentioned a number of times already the improve in the product mix. So customers are actually moving up using broadband more and more. There is a good pricing power for the industry. That's why we can actually offset the CPI with some price increase. Back to the pressures, they're localized from fixed wireless access. It's not throughout the country. It's very localized, so of course we have to have marketing strategies that can address the localization of some promotions. But in general, I think while under pressure, it's still a good market as it's a...

the product is in in good demand everybody needs it okay good that's helpful and then uh i think in uh ohio your reference that there's uh still more work to do and i think you used kind of similar terminology um last quarter i was wondering if you could elaborate on what work it is that you're doing and um and maybe if when if you have some visibility onto um

you when that work will be complete well I've specifically also mentioned the our brand presence and awareness in this market requiring a little bit more time so we continue to to raise the awareness of our breeze line brand remember when we acquired those assets they carried a different brand name so that's one of the major element to be known in the market so we can sell well in that market. We also invest in, as we in generally do everywhere, but more so in Ohio, to raise the quality of the product and services that we sell to be the best, simply the best in the market so we can attract more customers. And so it's a mix of building the best product portfolio, the best customer service in that market, making the brand more relevant to all customers, and activating all the sales channels from door to door to internet or the agents that we have talking to customers daily.

If I can add also, what's a bit new this quarter, actually, we're now done with the service agreement we had with the seller. So now we fully control basically the network. And that has its advantages for sure. And we're continuing to add capacity to it. So we're continuing to upgrade the network. So that helps with stability and upselling customers as well. And lastly, we're rolling out IPTV. Not a large portion takes IPTV, but there's a portion of the customers. And that's a much more modern service than what's been provided before.

Okay, good. Thank you. And if I could ask just one more, just touching on the wireless question. I think Patrice, you, or no, sorry, it was Philip that mentioned that, you know, introducing a wireless service is critical to your business case, I believe you said. Sorry if I misquoted a little there, but the criticality was an element. I was wondering if you could elaborate on that, you know, what, if you could point to what it is that you're hoping to achieve, perhaps in broad strokes, from offering the wireless service.

Okay, so let's go back to, we've always said and still believe that we have a very strong broadband business and that business can continue to organically grow on its own and we are expanding its footprint. So there's a very solid good business there. We would like to add a mobile product in our portfolio to expand our share in the telecom spending in the marketplace, but it's an additional growth through the additional of a product. Now what I said was that the rate negotiations with the MNO are critical to the success of the mobile business case for the long term. So that's why we're negotiating right now and we will I look forward to having a set of rates to sustain the long-term viability of this business case. But back to broadband, we've always said that we have a good business and we can continue to grow it on its own.

Okay. Thank you for the clarification.

I didn't just quote you there a little bit, so thanks for that. Operator, any other questions in line?

At this time, sir, we have no further questions. Please proceed with closing.

Okay. Well, thanks to all for joining us today, and we'll be available for your questions until we meet for the next call, the next fourth quarter call. Thank you, and have a good day.

Thank you. Ladies and gentlemen, this does indeed conclude the conference call for today. Once again, thank you for attending, and at this time, we do ask that you please disconnect your lines. Have a good weekend.