6-K 1 d25781d6k.htm 6-K 6-K
Table of Contents

 

 

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF AUGUST 2015

VIDEOTRON LTD./VIDÉOTRON LTÉE

(Name of Registrant)

612 St-Jacques, Montreal, Canada, H3C 4M8

(Address of principal executive offices)

[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]

Form 20-F  x                    Form 40-F  ¨

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g 3-2(b) under the Securities Exchange Act of 1934.]

Yes  ¨                     No    x

[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g 3-2(b): 82-                    .]

 

 

 


Table of Contents

Quarterly Report for the Period Ending

June 30, 2015

VIDEOTRON LTD.

Filed in this Form 6-K

Documents index

 

1-

Quarterly report for the period ended June 30, 2015 of Videotron Ltd.


Table of Contents

 

 

LOGO

QUARTERLY REPORT

2015 FISCAL YEAR

VIDEOTRON LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Six-month Period

January 1, 2015 – June 30, 2015

August 3, 2015

 


Table of Contents

VIDEOTRON LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three-month and six-month periods ended June 30, 2015 and 2014

(unaudited)

 

 

Condensed consolidated financial statements   

Management discussion and analysis

     3   

Consolidated statements of income

     20   

Consolidated statements of comprehensive income

     21   

Consolidated statements of equity

     22   

Consolidated statements of cash flows

     23   

Consolidated balance sheets

     25   

Notes to condensed consolidated financial statements

     27   

 

 

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MANAGEMENT DISCUSSION AND ANALYSIS

 

 

CORPORATE PROFILE

We, Videotron Ltd. (“Videotron” or the “Corporation”), are a wholly owned subsidiary of Quebecor Media Inc. (“Quebecor Media”), incorporated under the Business Corporations Act (Québec). We are the largest cable operator in the Province of Québec and the third-largest in Canada, based on the number of cable customers, as well as being a major cable Internet service and telephony services provider in the Province of Québec. Our cable network covers approximately 78% of the Province of Québec’s approximately 3.6 million residential and commercial premises. The deployment of our LTE network and our enhanced offering of mobile communication services for residential and business customers allow us to consolidate our position as a provider of integrated telecommunication services.

Videotron Business Solutions is a premier full-service telecommunications provider serving small-medium and large-sized businesses, as well as telecommunications carriers. Products and services for small and medium-sized businesses are supported by extensive coaxial, fiberoptic and LTE wireless networks and data centers.

Videotron’s primary sources of revenue include: subscriptions for cable television, cable Internet access, cable and mobile telephony and over-the-top video services.

The following Management Discussion and Analysis covers the Corporation’s main activities in the second quarter of 2015 and the major changes from the previous financial year.

All amounts are stated in Canadian dollars unless otherwise indicated. This Management Discussion should be read in conjunction with the information in the Corporation’s Annual Report for the financial year ended December 31, 2014 (Form 20-F), which is available on the website of the U.S. Securities and Exchange Commission at <www.sec.gov>. Due to rounding, minor differences may exist between amounts shown in this MD&A and the condensed consolidated financial statements.

HIGHLIGHTS SINCE MARCH 31, 2015

 

   

During the second quarter of 2015, revenues grew by 6.3%, adjusted operating income grew by 3.1% and ARPU grew by 8.2%, all compared to the second quarter of 2014.

 

   

As of June 30, 2015, 702,900 lines were activated on our mobile telephony service, an increase of 40,800 (6.2%) in the quarter and a year-over-year increase of 27.3%. Furthermore, wireless ARPU grew by $5.69 (13.8%) year-over-year.

 

   

On June 16, 2015, we issued a notice of redemption for all of our outstanding 7.125% Senior Notes due January 15, 2020, for an aggregate principal amount of $300.0 million. On July 16, 2015, the Senior Notes were redeemed.

 

   

On June 16, 2015, we issued a notice of redemption for all of our outstanding 9.125% Senior Notes due April 15, 2018, for an aggregate principal amount of US$75.0 million. On July 16, 2015, the Senior Notes were redeemed and the related hedging contracts were unwound.

 

   

In June 2015, we increased our secured revolving credit facility from $575.0 million to $615.0 million and extended its maturity date to July 2020. Furthermore, we entered into a new unsecured revolving credit facility of $350.0 million maturing in July 2020.

 

   

On May 12, 2015, we acquired eighteen 20 MHz licences in the auction for 2500 MHz commercial mobile spectrum, covering the province of Québec and the largest urban centres in other provinces of Canada: Toronto, Ottawa, Calgary, Edmonton and Vancouver, for a total price of $187.0 million, or $0.42/MHz-pop.

 

   

On April 14, 2015, less than a year after launching our LTE mobile network, we announced the widest coverage across Canada through strategic partnerships, starting May 13, 2015.

 

   

On April 7, 2015, we announced our sponsorship of the new arena in Québec City which will be known as the Videotron Centre.

NON-IFRS FINANCIAL MEASURES

The non-IFRS financial measures used by the Corporation to assess its financial performance, such as average monthly revenue per user (“ARPU”), adjusted operating income and adjusted operating income margin are not calculated in accordance with, or recognized by IFRS. The Corporation’s method of calculating these non-IFRS financial measures may differ from methods used by other companies and, as a result, the non-IFRS financial measures presented in this document may not be comparable to other similarly titled measures disclosed by other companies.

 

 

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MANAGEMENT DISCUSSION AND ANALYSIS

 

 

 

Average Monthly Revenue per User

ARPU is an industry metric that the Corporation uses to measure its monthly cable television, Internet access, over-the-top video and cable and mobile telephony revenues per average basic cable customer. ARPU is not a measurement that is calculated in accordance with IFRS and the Corporation’s definition and calculation of ARPU may not be the same as identically titled measurements reported by other companies. The Corporation calculates ARPU by dividing its combined cable television, Internet access, over-the-top video and cable and mobile telephony revenues by the average number of basic cable customers during the applicable period, and then dividing the resulting amount by the number of months in the applicable period.

Adjusted Operating Income

The Corporation defines adjusted operating income, as reconciled to net income under IFRS, as net income before depreciation and amortization, financial expenses, gain or loss on valuation and translation of financial instruments, gain or loss on debt refinancing, restructuring of operations and other special items and income taxes. Adjusted operating income as defined above is not a measure of results that is consistent with IFRS. It is not intended to be regarded as an alternative to other financial operating performance measures or to the consolidated statement of cash flows as a measure of liquidity and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Our management and Board of Directors use this measure in evaluating our consolidated results. As such, this measure eliminates the effect of significant levels of non-cash charges related to the depreciation of tangible assets and amortization of certain intangible assets and is unaffected by the capital structure or investment activities of the Corporation. Adjusted operating income is also relevant because it is a significant component of our annual incentive compensation programs. A limitation of this measure, however, is that it does not reflect the periodic costs of tangible and intangible assets used in generating revenues. Our definition of adjusted operating income may not be the same as similarly titled measures reported by other companies.

Table 1 below presents a reconciliation of adjusted operating income to net income as disclosed in our consolidated financial statements.

Table 1

Reconciliation of the adjusted operating income measure used in this report to the net income measure used in the condensed consolidated financial statements

(in millions of dollars)

 

Three months ended June 30     Six months ended June 30  
      2015        2014     2015        2014  

Adjusted operating income

   $ 341.3         $ 331.1      $ 684.2         $ 665.7   

Depreciation and amortization

     (150.3        (147.1     (316.5        (293.2

Financial expenses

     (39.2        (42.1     (85.5        (84.6

(Loss) gain on valuation and translation of financial instruments

     (1.4        (1.4     1.0           (0.4

Loss on debt refinancing

     (13.8               (12.2        (21.4

Restructuring of operations and other special items

     (2.4        (0.3     (3.6        (0.5

Income tax expense

     (3.3        (21.8     (31.0        (39.5

Net income

   $          130.9         $           118.4      $          236.4         $          226.1   

 

 

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Analysis of Consolidated Results of Videotron

2015/2014 Second Quarter Comparison

Customer statistics

Revenue-generating units As of June 30, 2015, the total number of revenue-generating units stood at 5,520,100, an increase of 12,900 (0.2%) in the second quarter of 2015, compared with an increase of 35,100 (0.7%) in the same period last year and a year-over-year increase of 225,200 (4.3%).

Cable television services Our combined customer base for cable television services decreased by 23,000 (1.3%) in the second quarter of 2015, compared with a decrease of 17,200 (1.0%) in the second quarter of 2014. As of June 30, 2015, our cable network household penetration rate (number of subscribers as a proportion of the 2,793,563 total homes passed) was 62.6%, compared with 65.0% a year earlier.

 

   

The number of subscribers to illico Digital TV stood at 1,552,800 as at the end of the second quarter of 2015, a decrease of 2,700 (0.2%) during the quarter, compared with a decrease of 3,000 (0.2%) in the second quarter of 2014 and a year-over-year increase of 27,200 (1.8%). As of June 30, 2015, 88.9% of our cable television customers were subscribers to our illico Digital TV services, compared with 85.0% as of June 30, 2014. Our illico Digital TV household penetration rate was 55.6% at the end of June 2015, compared with 55.3% as of June 30, 2014.

 

   

The customer base for analog cable television services decreased by 20,300 (9.4%) in the second quarter of 2015, compared with a decrease of 14,200 customers (5.0%) in the second quarter of 2014 and a year-over-year decrease of 73,500 (27.4%), primarily as a result of customer migration to illico Digital TV.

Cable Internet access services The number of subscribers to cable Internet access services stood at 1,539,100 as at the end of the second quarter of 2015, a decrease of 4,000 (0.3%) in the quarter, compared with an increase of 200 (0.0%) in the same quarter of 2014 and a year-over-year increase of 28,700 (1.9%). As of June 30, 2015, the household penetration rate for our cable Internet access services was 55.1%, compared with 54.7% as of June 30, 2014.

Cable telephony services The number of cable telephony lines stood at 1,337,700 as at the end of the second quarter of 2015, a decrease of 6,900 (0.5%) in the quarter, compared with a decrease of 2,100 (0.2%) in the same quarter of 2014 and a year-over-year decrease of 6,300 (0.5%). As of June 30, 2015 our cable telephony service household penetration rate was 47.9%, compared with 48.7% as of June 30, 2014.

Mobile telephony services As of June 30, 2015, 702,900 lines were activated on our mobile telephony network, an increase of 40,800 (6.2%) in the quarter, compared with an increase of 29,800 (5.7%) in the same quarter of 2014 and a year-over-year increase of 150,600 (27.3)%.

Over-the-top video services The number of subscribers to over-the-top video services stood at 192,800 as at the end of the second quarter of 2015, an increase of 6,000 (3.2%) in the quarter, compared with an increase of 24,400 (35.0%) during the second quarter of 2014 and a year-over-year increase of 98,600 (104.7%).

 

 

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Table 2

End-of-quarter customer numbers

(in thousands of customers)

 

      June 15      Mar. 15      Dec. 141      Sept. 141      June 141      Mar. 141      Dec. 131      Sept. 131  

Cable television:

                       

Analog

     194.8         215.1         228.6         251.4         268.3         282.5         297.7         316.7   

Digital

     1,552.8         1,555.5         1,553.6         1,544.9         1,525.7         1,528.7         1,527.4         1,513.7   

Total cable television

     1,747.6         1,770.6         1,782.2         1,796.3         1,794.0         1,811.2         1,825.1         1,830.4   

Cable Internet

     1,539.1         1,543.1         1,537.5         1,533.8         1,510.4         1,510.2         1,506.0         1,486.7   

Cable telephony2

     1,337.7         1,344.6         1,349.0         1,356.0         1,344.0         1,346.1         1,348.5         1,341.0   

Mobile telephony2

     702.9         662.1         632.8         590.4         552.3         522.5         504.3         479.1   

Over-the-top video

     192.8         186.8         177.7         143.7         94.2         69.8         58.2         48.6   

Revenue-generating units (RGUs)

     5,520.1         5,507.2         5,479.2         5,420.2         5,294.9         5,259.8         5,242.1         5,185.8   
1 

Customer statistics have been restated to reflect certain adjustments to product definitions.

 

2 

In thousands of lines.

Revenues: $739.3 million, an increase of $44.1 million (6.3%) compared with the second quarter of 2014.

Combined revenues from cable television services decreased by $6.2 million (2.3%) to $262.8 million. This decrease was primarily due to the impact of the net decrease in the customer base offset by higher revenues from the leasing of digital set-top boxes.

Revenues from Internet access services increased by $14.1 million (6.6%) to $226.3 million. The improvement was mainly due to subscriber plans mix, higher revenues from Internet access resellers, increased usage, leasing of wireless routers and subscriber growth.

Revenues from cable telephony services decreased by $2.8 million (2.4%) to $115.3 million, mainly due to a decrease in long distance call revenues.

Revenues from mobile telephony services increased by $29.5 million (44.2%) to $96.3 million, essentially due to customer growth and higher revenues per customer.

Revenues from over-the-top video services increased by $3.2 million (145.5%) to $5.4 million, essentially due to customer growth.

Revenues from business solutions increased by $0.6 million (3.8%) to $16.6 million.

Revenues from customer equipment sales increased by $5.0 million (55.6%) to $14.0 million, mainly because of increased sales of more high-end equipment and the growth in the number of subscriber connections to mobile telephony services.

Other revenues increased by $0.9 million (50.0%) to $2.7 million.

Monthly combined ARPU: $133.71 in the second quarter of 2015, compared with $123.61 in the same quarter of 2014, an increase of $10.10 (8.2%). This growth is mainly explained by an increase in revenues from mobile telephony and Internet access services, as detailed above.

Adjusted operating income: $341.3 million in the second quarter of 2015, an increase of $10.2 million (3.1%) compared to the same quarter of 2014.

 

   

This increase was primarily due to:

 

   

revenues increase, as detailed above.

Partially offset by:

 

   

increase in programming fees;

 

   

increase in marketing costs;

 

   

higher call centre costs incurred to fulfill customer demand;

 

   

increase in engineering costs, mainly related to rental of sites required for our HSPA+ and LTE mobile networks; and

 

   

increase in losses on the sale of mobile devices. The average acquisition cost per new mobile subscriber over the last 12 months is $501.

 

 

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Employee costs, expressed as a percentage of revenues: stable at 12.2% year-over-year.

Purchase of goods and services, expressed as a percentage of revenues: 41.7% in 2015, compared with 40.2% in 2014.

 

   

Purchase of goods and services expenses as a proportion of revenues increased, primarily due to:

 

   

increase in operating expenses, as detailed above.

Depreciation and amortization charge: $150.3 million, an increase of $3.2 million (2.2%) compared with the same quarter of 2014.

 

   

The increase was mainly due to:

 

   

increase in assets related to our wireless LTE network launched in September 2014; and

 

   

increase in illico Digital TV set-top boxes related to our rental program.

Partially offset by:

 

   

a change in the assessment of the useful life of our spectrum licences, resulting in the cessation of the amortization of those assets during the second quarter of 2015.

Financial expenses (primarily comprised of interest on long-term debt): $39.2 million in the second quarter of 2015, a decrease of $2.9 million (6.9%) compared with the same quarter of 2014.

 

   

The decrease was mainly due to:

 

   

$4.1 million decrease in interest on long-term debt, mainly due to lower indebtedness and lower average interest rate on our indebtedness.

Partially offset by:

 

   

$0.8 million decrease in net dividend income from the parent corporation, due to changes in tax consolidation arrangements; and

 

   

$0.4 million increase in the interest cost on defined benefit plans.

Gain or loss on valuation and translation of financial instruments: Loss of $1.4 million, stable compared with the same period of 2014.

Restructuring of operations and other special items: $2.4 million expense recorded in the second quarter of 2015, compared with $0.3 million in the same quarter of 2014, an increase of $2.1 million. The increase is mainly due to a charge related to the gradual decommissioning of our analog cable television network infrastructure.

Income tax expense: $3.3 million (effective tax rate of 2.5%) in the second quarter of 2015, compared with $21.8 million (effective tax rate of 15.5%) in the same quarter of 2014.

 

   

The decrease of $18.5 million was mainly due to:

 

   

$16.1 million in light of developments in tax audits, jurisprudence and tax legislation;

 

   

$1.6 million related to a decrease in taxable income; and

 

   

$0.8 million related to other items.

 

 

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Net income attributable to shareholder: $130.9 million, an increase of $12.5 million (10.6%).

 

   

The increase was mainly due to:

 

   

$18.5 million decrease in income taxes;

 

   

$10.2 million increase in adjusted operating income; and

 

   

$2.9 million decrease in financial expenses.

Partially offset by:

 

   

$13.8 million unfavourable variance in gain or loss on debt refinancing;

 

   

$3.2 million increase in depreciation and amortization charges; and

 

   

$2.1 million increase in restructuring of operations and other special items.

 

 

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2015/2014 Year-to-date Comparison

Revenues: $1,471.1 million, an increase of $83.2 million (6.0%) compared with the same period of 2014.

Combined revenues from cable television services decreased by $11.8 million (2.2%) to $530.1 million. This decrease was primarily due to the impact of the net decrease in the customer base offset by higher revenues from the leasing of digital set-top boxes.

Revenues from Internet access services increased by $27.4 million (6.5%) to $449.8 million. The improvement was mainly due to subscriber plans mix, higher revenues from Internet access resellers, increased usage, leasing of wireless routers and subscriber growth.

Revenues from cable telephony services decreased by $3.0 million (1.3%) to $233.1 million. This decrease was primarily due to a decrease in long distance call revenues.

Revenues from mobile telephony services increased by $57.2 million (44.5%) to $185.6 million, essentially due to customer growth and higher revenues per customer.

Revenues from over-the-top video services increased by $6.8 million (170.0%) to $10.8 million, essentially due to customer growth.

Revenues from business solutions increased by $0.6 million (1.8%) to $33.3 million.

Revenues from customer equipment sales increased by $4.9 million (27.5%) to $22.7 million mainly because of increased sales of more high-end equipment and the growth in the number of subscriber connections to mobile telephony services.

Other revenues increased by $1.1 million (23.9%) to $5.7 million.

Monthly combined ARPU: $132.83 for the first six months of 2015, compared with $122.66 in the same period of 2014, an increase of $10.17 (8.3%).This growth is mainly explained by an increase in revenues from mobile telephony and Internet access services, as detailed above.

Adjusted operating income: $684.2 million for the first six months of 2015, an increase of $18.5 million (2.8%) compared to the same period of 2014.

 

   

This increase was primarily due to:

 

   

revenue increase, as detailed above.

Partially offset by:

 

   

increase in programming fees;

 

   

higher call centre costs incurred to fulfill customer demand;

 

   

increase in engineering costs, mainly related to rental of sites required for our HSPA+ and LTE mobile networks;

 

   

non-recurring expenses of $4.6 million incurred in the first quarter of 2015;

 

   

increase in marketing costs; and

 

   

increase in losses on the sale of mobile devices. The average acquisition cost per new mobile subscriber over the last 12 months is $501.

Employee costs, expressed as a percentage of revenues: stable at 12.4% year-over-year.

Purchase of goods and services, expressed as a percentage of revenues: 41.1% for the first six months of 2015, compared with 39.6% in the same period of 2014.

 

   

Purchase of goods and services as a proportion of revenues increased, primarily due to:

 

   

increase in operating expenses, as detailed above.

Depreciation and amortization charge: $316.5 million in the first six months of 2015, an increase of $23.3 million (7.9%) compared with the same period of 2014.

 

   

The increase was mainly due to:

 

   

increase in assets related to our wireless LTE network launched in September 2014;

 

   

increase in illico Digital TV set-top boxes related to our rental program; and

 

 

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MANAGEMENT DISCUSSION AND ANALYSIS

 

 

 

   

increase in fixed assets related to our wireline network.

Partially offset by:

 

   

a change in the assessment of the useful life of our spectrum licences, resulting in the cessation of the amortization of those assets during the second quarter of 2015.

Financial expenses (primarily comprised of interest on long-term debt): $85.5 million in the first six months of 2015, an increase of $0.9 million (1.1%) compared with the same period of 2014.

 

   

The increase was mainly due to:

 

   

$2.3 million increase in loss on foreign currency translation of short-term monetary items, due to a decrease in the value of the Canadian currency;

 

   

$1.7 million decrease in net dividend income from the parent corporation, due to changes in tax consolidation arrangements; and

 

   

$0.9 million increase in the interest cost on defined benefit plans.

Partially offset by:

 

   

$4.1 million decrease in interest on long-term debt, mainly due to a lower average interest rate on our indebtedness.

Gain or loss on valuation and translation of financial instruments: $1.0 million gain in the first six months of 2015, compared with a $0.4 million loss in the same period of 2014, a favourable variance of $1.4 million.

Restructuring of operations and other special items: $3.6 million expense recorded in the first six months of 2015, compared with $0.5 million in the same period of 2014, an increase of $3.1 million. The increase is mainly due to a charge related to the gradual decommissioning of our analog cable television network infrastructure.

Income tax expense: $31.0 million (effective tax rate of 11.6%) in the first six months of 2015, compared with $39.5 million (effective tax rate of 14.9%) in the same period of 2014.

 

   

The decrease of $8.5 million was mainly due to:

 

   

$16.1 million in light of developments in tax audits, jurisprudence and tax legislation.

Partially offset by:

 

   

$5.6 million increase due to changes in tax consolidation arrangements with our parent corporation; and

 

   

$2.0 million related to other items.

Net income attributable to shareholder: $236.3 million, an increase of $10.3 million (4.6%).

 

   

The increase was mainly due to:

 

   

$18.5 million increase in adjusted operating income;

 

   

$8.5 million decrease in income taxes;

 

   

$9.2 million favourable variance in gain or loss on debt refinancing; and

 

   

$1.4 million favourable variance in gain or loss on valuation and translation of financial instruments.

Partially offset by:

 

   

$23.3 million increase in amortization charge;

 

   

$3.1 million increase in restructuring of operations and other special items; and

 

   

$0.9 million increase in financial expenses.

 

 

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CASH FLOWS AND FINANCIAL POSITION

This section provides an analysis of sources and uses of cash flows, as well as a financial position analysis as of the balance sheet date.

Operating Activities

Second quarter 2015

Cash flows provided by operating activities: $252.4 million in the second quarter of 2015, compared with $281.8 million in the same quarter of 2014, a decrease of $29.4 million (10.4%).

 

   

The decrease was mainly due to:

 

   

$81.3 million unfavourable variance in non-cash balances related to operations, mainly due to an unfavourable net variation in income taxes payable and an increase in inventories; and

 

   

$2.6 million unfavourable variance on other items.

Partially offset by:

 

   

$40.5 million decrease in current income tax expenses, mainly in light of developments in tax audits, jurisprudence and tax legislation;

 

   

$10.2 million increase in adjusted operating income; and

 

   

$3.8 million decrease in cash financial expenses.

Year to date

Cash flows provided by operating activities: $422.7 million in the first half of 2015, compared with $462.0 million in the same period of 2014, a decrease of $39.3 million (8.5%).

 

   

The decrease was mainly due to:

 

   

$71.8 million unfavourable variance in non-cash balances related to operations, mainly due to an increase in inventories, an unfavourable net variation in income taxes payable; and an unfavourable net variation in prepaid expenses; partially offset by favourable net variation in accounts payable, accrued charges and provisions; and

 

   

$3.3 million unfavourable variance on other items.

Partially offset by:

 

   

$17.2 million decrease in current income tax expenses, partially in light of developments in tax audits, jurisprudence and tax legislation; and

 

   

$18.5 million increase in adjusted operating income.

Working capital: Negative $223.0 million as of June 30, 2015 compared with negative $332.0 million as of December 31, 2014. The difference mainly reflects the cash inflow from share capital issuance, the decrease in income taxes payable, as explained above, and the reclassification to current assets of derivative financial instruments to be unwound in July 2015; partially offset by the payment of $218.8 million for 2500 MHz and AWS-3 spectrum licences acquired during the first six months of 2015.

 

 

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Investing Activities

Second quarter 2015

Additions to fixed assets: $141.5 million in the second quarter of 2015, compared with $155.9 million in the same quarter of 2014. The decrease is mainly explained by a shift in the timing of payments related to investments on our LTE network.

Additions to intangible assets: $233.6 million in the second quarter of 2015, compared with $186.1 million in the same quarter of 2014. During the quarter, the Corporation disbursed $212.4 million for the acquisition of spectrum licences, compared to $170.7 million in the same quarter last year.

Net proceeds from business disposal: In the second quarter of 2015, $7.8 million net proceeds from the sale to our parent corporation of the specialized web site reseaucontact.com that occurred in November 2013.

Year to date

Additions to fixed assets: $303.1 million in the first half of 2015 compared with $299.0 million in the same period of 2014. The increase is mainly explained by our illico Digital set-top boxes rental program, partially offset by a shift in the timing of payments related to investments on our LTE network.

Additions to intangible assets: $258.5 million in the first half of 2015, compared with $255.0 million in the same period of 2015. During the first six months of 2015, the Corporation disbursed $218.8 million for the acquisition of spectrum licences, compared to $217.4 million in the same period last year.

Business acquisition: In March 2015, the Corporation acquired 4 Degrees Colocation inc. and its data center for a total consideration of $35.2 million, net of cash acquired and working capital adjustments. This acquisition will enable the Corporation to meet its business customers’ growing technological and hosting needs.

Net proceeds from business disposal: In the first six months of 2015, $7.8 million net proceeds from the sale to our parent corporation of the specialized web site reseaucontact.com that occurred in November 2013.

Financing Activities

Consolidated debt (long-term debt plus bank borrowings): $74.8 million decrease during the first half of 2015.

 

   

Summary of debt increases during the first half of 2015:

 

   

$146.8 million unfavourable impact of exchange rate fluctuations.

 

   

Summary of debt reductions during the same period:

 

   

redemption and retirement, on April 10, 2015, of all of our outstanding 6.375% Senior Notes, for a total aggregate amount of US$175.0 million, and related hedging contracts due in December 2015; and

 

   

repayment of $5.4 million of borrowings under our bank credit facility.

Assets and liabilities related to derivative financial instruments: Net asset of $226.0 million as of June 30, 2015, compared with a net asset of $111.2 million as of December 31, 2014, a $114.8 million favourable variance.

 

   

The variance was mainly due to:

 

   

favourable net impact of exchange rate and interest rate fluctuations on the value of derivative financial instruments.

Partially offset by:

 

   

settlement, on April 10, 2015, of hedging contracts in an asset position related to the redemption of our 6.375% Senior Notes.

Dividends: Net decrease of $285.0 million in common dividends to our parent corporation in the first six months of 2015 compared with the same period of 2014.

 

 

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Financial Position as of June 30, 2015

Net available liquid assets: $1,016.6 million for the Corporation and its wholly owned subsidiaries, consisting of $51.6 million in cash and cash equivalents and $965.0 million in unused availabilities under credit facilities, before the impact of the redemption, on July 16, 2015, of our 7.125% Senior Notes maturing in January 2020 and our 9.125% Senior Notes maturing in April 2018 and the unwind of their related hedging contracts.

Consolidated debt (long-term debt plus bank indebtedness): $2,849.7 million as of June 30, 2015, a decrease of $74.8 million; $114.8 million favourable net variance in assets and liabilities related to derivative financial instruments (see “Financing Activities” above).

As of June 30, 2015, mandatory debt repayments on the Corporation’s long-term debt in the coming years are as follows:

Table 3

Mandatory debt repayments on Videotron’s long-term debt

Twelve-month period ending June 30

(in millions of dollars)

 

2016

   $ 10.7   

2017

     10.7   

2018

     104.4   

2019

       

2020

     300.0   

2021 and thereafter

     2,448.6   

Total

   $ 2,874.4   

Pro forma the redemption of the 9.125% and 7.125% Senior Notes on July 16, 2015, the weighted average term of Videotron’s consolidated debt was approximately 7.8 years as of June 30, 2015 (7.3 years as of December 31, 2014), and the debt consisted of approximately 90.6% fixed-rate debt (85.0% as of December 31, 2014) and 9.4% floating-rate debt (15.0% as of December 31, 2014).

Videotron’s management believes that cash flows from continuing operations and available sources of financing should be sufficient to cover committed cash requirements for capital investments, including investments required for our wireline and wireless networks, working capital, interest payments, debt repayments, pension plan contributions, and dividends in the future. Videotron has access to cash flows generated by its subsidiaries through dividends and cash advances paid by its wholly owned subsidiaries. Videotron believes it will be able to meet future debt maturities, which are fairly staggered over the coming years.

Pursuant to its financing agreements, the Corporation is required to maintain certain financial ratios. The key indicators listed in these financing agreements include debt service coverage ratio and debt ratio (long-term debt over adjusted operating income). As of June 30, 2015, the Corporation was in compliance with all required financial ratios.

Distributions to our shareholder: We paid $80.0 million in common dividends to our shareholder, Quebecor Media, in the first half of 2015, compared with total common dividends of $365.0 million in the same period of 2014.

AWS-3 and 2500 MHz wireless spectrum auction

On March 6, 2015, the Corporation announced that it had acquired four 30 MHz licences in the auction for AWS-3 commercial mobile spectrum licences, covering the province of Quebec and the Ottawa region, at a total price of $31.8 million. These licences were issued to the Corporation by Industry Canada on April 21, 2015.

On May 12, 2015, the Corporation announced that it had acquired eighteen 20 MHz licences in the auction for 2500 MHz commercial mobile spectrum licences, covering the province of Quebec, the Ottawa region and the cities of Toronto, Vancouver, Calgary and Edmonton, at a total price of $187.0 million. These licences were issued to the Corporation by Industry Canada on June 24, 2015.

 

 

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Contingent gain

On March 6, 2015, the Quebec Court of Appeal ruled in favour of the Corporation and ordered Bell ExpressVu Limited Partnership (“Bell ExpressVu”), a subsidiary of Bell Canada, to pay to the Corporation $135.3 million for negligence in failing to implement an appropriate security system to prevent piracy of the signals broadcast by its satellite television service between 1999 and 2005, thereby harming its competitors and broadcasters. In May 2015, letters of credit have been issued to the Corporation to guarantee the payment of judgment while the Supreme Court of Canada is analysing Bell ExpressVu’s application for leave to appeal this decision.

 

 

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Analysis of Consolidated Balance Sheets as of June 30, 2015

Table 4

Consolidated Balance Sheets of Videotron

Analysis of significant variances between June 30, 2015 and December 31, 2014

(in millions of dollars)

 

      June 30,
2015
    December 31,
2014
     Variance     Variance detail

Assets

         

Cash and cash equivalents

   $ 54.3      $ 342.8       $ (288.5   Cash outflows related to investing and financing activities, less inflows provided by operating activities

Inventories

     122.9        79.1         43.8      Increase in set-top boxes and mobile devices to meet customer demand

Investments

     2,090.0        1,080.0         1,010.0      Acquisition of preferred shares of an affiliated corporation for tax consolidation arrangements

Intangible assets

     1,042.2        830.6         211.6      Acquisition of AWS-3 and 2500 MHz spectrum licences

Goodwill

     447.5        429.3         18.2      Acquisition of 4Degrees Colocation inc.

Derivative financial instruments1

     226.0        111.2         114.8      See “Financing Activities” above

Liabilities

         

Accounts payable and accrued charges

     354.8        412.9         (58.1   Impact of current variances in activity

Income taxes (receivable) payable

     (7.9     69.8         (77.7   Impact of income tax payments and reversal of income tax expenses

Long-term debt, including short-term portion

     2,849.7        2,924.5         (74.8   See “Financing Activities” above

Subordinated loan from parent corporation

     2,090.0        1,080.0         1,010.0      Increase in loan payable to the parent corporation for tax consolidation arrangements

Deferred income taxes

     498.3        476.3         22.0      Increase in temporary differences mainly related to intangible assets

Equity

         

Capital stock

     173.4        3.4         170.0      Issuance of share capital to parent corporation

 

 

1 

Current and long-term assets less long-term liabilities

 

 

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ADDITIONAL INFORMATION

Contractual Obligations and Other Commercial Commitments

As of June 30, 2015, material contractual obligations included: capital repayment and interest payments on long-term debt, obligations related to derivative financial instruments, less estimated future receipts on derivative financial instruments, operating lease arrangements and capital asset purchases and other commitments.

Table 5 below shows a summary of our contractual obligations.

Table 5

Contractual obligations of the Corporation

Payments due by period as of June 30, 2015

(in millions of dollars)

 

      Total     Less than
1 year
     1-3
years
     3-5
years
     5 years
or more
 

Contractual obligations1

             

Accounts payable and accrued charges

   $ 354.8      $ 354.8       $       $       $   

Amounts payable to affiliated corporations

     58.5        58.5                           

Bank credit facility

     32.1        10.7         21.4                   

 1/8% Senior Notes due April 15, 2018

     93.7                93.7                   

 1/8% Senior Notes due January 15, 2020

     300.0                        300.0           

 7/8% Senior Notes due July 15, 2021

     300.0                                300.0   

5% Senior Notes due July 15, 2022

     999.2                                999.2   

 3/8% Senior Notes due June 15, 2024

     749.4                                749.4   

 5/8% Senior Notes due June 15, 2025

     400.0                                400.0   

Interest payments2

     1,117.6        124.9         310.4         288.8         393.5   

Derivative financial instruments3

     (246.5     4.6         35.7                 (286.8

Operating lease commitments

     186.3        39.6         55.6         40.0         51.1   

Services and capital equipment commitments

     441.2        110.7         126.9         52.0         151.6   

Total contractual cash obligations

   $ 4,786.3      $ 703.8       $ 643.7       $ 680.8       $ 2,758.0   
1 

Excludes obligations under subordinated loans due to Quebecor Media, our parent corporation, the proceeds of which are used to invest in preferred shares of an affiliated corporation for tax consolidation purposes for the Quebecor Media group.

 

2

Estimated interest payable on long-term debt, based on interest rates, hedging of interest rates and hedging of foreign exchange rates as of June 30, 2015.

 

3 

Estimated future receipts, net of disbursements, related to foreign exchange hedging using derivative financial instruments.

Related Party Transactions

The following describes transactions in which the Corporation and its directors, executive officers and affiliates are involved. We believe that each of the transactions described below was on terms no less favourable to Videotron than could have been obtained from independent third parties.

Operating transactions

In the second quarter of 2015, the Corporation and its subsidiaries incurred various expenses, including rent charges, from the parent and affiliated corporations in the amount of $29.2 million ($20.5 million in the same quarter of 2014), which are included in purchase of goods and services. The Corporation and its subsidiaries generated revenues from the parent and affiliated corporations in the amount of $2.8 million ($2.0 million in the same quarter of 2014).

During the first six months of 2015, the Corporation and its subsidiaries incurred various expenses, including rent charges, from the parent and affiliated corporations in the amount of $53.9 million ($41.2 million in the same period of 2014), which are included in purchase of goods and services. The Corporation and its subsidiaries generated revenues from the parent and affiliated corporations in the amount of $4.6 million ($4.1 million in the first six months of 2014). These transactions were concluded and accounted for at the consideration agreed between parties.

 

 

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Management arrangements

Videotron has entered into management arrangements with its parent corporation. Under these management arrangements, the parent corporation provides management services on a cost-reimbursement basis.

In the second quarter of 2015, Videotron incurred management fees of $10.0 million ($11.3 million in the second quarter of 2014) with its parent corporation. During the first six months of 2015, Videotron incurred management fees of $23.0 million ($22.7 million in the first six months of 2014).

Financial Instruments

The Corporation uses a number of financial instruments, mainly cash and cash equivalents, accounts receivable, accounts payable and accrued charges, provisions, long-term debt, and derivative financial instruments.

In order to manage its foreign exchange and interest rate risks, the Corporation uses derivative financial instruments (i) to set in Canadian dollars future payments on debts denominated in U.S. dollars (interest and principal) and certain purchases of inventories and other capital expenditures denominated in a foreign currency, (ii) to achieve a targeted balance of fixed and floating rate debts and (iii) to lock-in the value of certain derivative financial instruments through offsetting transactions. The Corporation does not intend to settle its derivative financial instruments prior to their maturity as none of these instruments is held or issued for speculative purposes.

Certain cross-currency interest rate swaps entered into by the Corporation include an option that allows each party to unwind the transaction on a specific date at the then settlement amount.

The carrying value and fair value of long-term debt and derivative financial instruments as of June 30, 2015 and December 31, 2014 are as follows:

Table 6

Fair value of long-term debt and derivative financial instruments

(in millions of dollars)

 

      June 30, 2015     December 31, 2014  
      Carrying
value
    Fair
value
    Carrying
value
   

Fair

value

 
Long-term debt1, 2    $ (2,874.4   $ (2,917.8   $ (2,951.0   $ (3,020.9
Derivative financial instruments3         

Early settlement options

     4.7        4.7        5.6        5.6   

Foreign exchange forward contracts4

     5.2        5.2        4.2        4.2   

Cross-currency interest rate swaps4

     220.8        220.8        107.0        107.0   
1 

The carrying value of long-term debt excludes adjustments to record changes in the fair value of long-term debt related to hedged interest rate risk, embedded derivatives and financing fees.

 

2 

The fair value of long-term debt excludes the fair value of early settlement options, which is presented separately in the table.

 

3 

The fair value of the derivative financial instruments designated as hedges is in an asset position of $226.0 million as of June 30, 2015 (asset position of $111.2 million as of December 31, 2014).

 

4 

The value of foreign exchange forward contracts entered into to lock-in the value of existing hedging positions is netted from the value of the offset financial instruments.

 

 

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The gain or loss on valuation and translation of financial instruments for the three months and six months ended June 30, 2015 and 2014 is summarized in the following table.

Table 7

Gain or loss on valuation and translation of financial instruments

(in millions of dollars)

 

      Three months ended
June 30
    Six months ended
June 30
 
      2015     2014     2015     2014  

Gain on embedded derivatives

   $ (0.1   $ (0.2   $ (0.1   $ (0.3

Gain on reversal of embedded derivative upon debt redemption

                   (0.3     (0.6

Loss on derivative financial instruments for which hedge accounting is not used

            3.3               3.0   

Loss (gain) on the ineffective portion of fair value hedge

     1.5        (1.7     (1.3     (1.7

Loss on the ineffective portion of cash flow hedges

                   0.7          
     $ 1.4      $ 1.4      $ (1.0   $ 0.4   

A loss of $23.6 million was recorded under other comprehensive income in the second quarter of 2015 in relation to cash flow hedging relationships (gain of $0.4 million in the same quarter of 2014). For the six months ended June 30, 2015, a loss of $19.4 million was recorded (loss of $3.7 million in the corresponding period of 2014).

The fair value of long-term debt in table 6 is estimated based on quoted market prices when available or on valuation models. When the Corporation uses valuation models, the fair value is estimated using discounted cash flows using period-end market yields or the market value of similar instruments with the same maturity.

The fair value of derivative financial instruments recognized on the consolidated balance sheet is estimated as per the Corporation’s valuation models. These models project future cash flows and discount the future amounts to a present value using the contractual terms of the derivative financial instrument and factors observable in external markets data, such as period-end swap rates and foreign exchange rates. An adjustment is also included to reflect non-performance risk impacted by the financial and economic environment prevailing at the date of the valuation, in the recognized measure of the fair value of the derivative financial instruments by applying a credit default premium estimated using a combination of observable and unobservable inputs in the market to the net exposure of the counterparty or the Corporation.

The fair value of early settlement options recognized as embedded derivatives is determined by option pricing models using market inputs, including volatility, discount factors and underlying instruments adjusted implicit interest rate and credit premium.

Change in accounting estimate

In the second quarter of 2015, the Corporation changed its assessment of the useful life of its spectrum licences. In light of recent spectrum auctions and developments in the telecommunication industry, the Corporation is now of the view that its spectrum licences have an indefinite useful life, based on the following facts:

 

   

The Corporation intends to renew the spectrum licences and believes that they are likely to be renewed by Industry Canada;

 

   

The Corporation has the financial and operational ability to renew these spectrum licences;

 

   

Currently, the competitive, legal and regulatory landscape does not limit the useful lives of the spectrum licences; and

 

   

The Corporation foresees no limit to the period during which these licences can be expected to generate cash flows in the future.

Accordingly, the Corporation ceased to amortize spectrum licences used in its operations as of April 1, 2015 and no amortization expense was recorded in the second quarter of 2015. The straight-line amortization expense recorded relating to these licences was $13.9 million during the three-month period ended March 31, 2015, $13.9 million during the three-month period ended June 30, 2014 and $27.8 million during the six-month period ended June 30, 2014.

 

 

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Cautionary Statement Regarding Forward-Looking Statement

This quarterly report contains forward-looking statements with respect to our financial condition, results of operations, our business, and certain of our plans and objectives. These forward-looking statements are made pursuant to the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate as well as beliefs and assumptions made by our management. Such statements include, in particular, statements about our plans, prospects, financial position and business strategies. Words such as “may,” “will,” “expect,” “continue,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or “seek,” or the negatives of those terms or variations of them or similar terminology are intended to identify such forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements, by their nature, involve risks and uncertainties and are not guarantees of future performance. Such statements are also subject to assumptions concerning, among other things: our anticipated business strategies; anticipated trends in our business; anticipated reorganizations of any of our businesses, and any related restructuring provisions or impairment charges; and our ability to continue to control costs. We can give no assurance that these estimates and expectations will prove to have been correct. Actual outcomes and results may, and often do, differ from what is expressed, implied or projected in such forward-looking statements, and such differences may be material. Some important factors that could cause actual results to differ materially from those expressed in these forward-looking statements include, but are not limited to:

 

   

our ability to successfully continue developing our network and facilities-based mobile offering;

 

   

general economic, financial or market conditions;

 

   

the intensity of competitive activity in the industries in which we operate;

 

   

new technologies that would change consumer behaviour towards our product suite;

 

   

unanticipated higher capital spending required to deploy our network or to address continued development of competitive alternative technologies, or the inability to obtain additional capital to continue the development of our business;

 

   

our ability to implement successfully our business and operating strategies and manage our growth and expansion;

 

   

disruptions to the network through which we provide our digital television, Internet access and telephony services, and our ability to protect such services from piracy;

 

   

labour disputes or strikes;

 

   

changes in our ability to obtain services and equipment critical to our operations;

 

   

changes in laws and regulations, or in their interpretation, which could result, among other things, in the loss (or reduction in value) of our licences or markets or in an increase in competition, compliance costs or capital expenditures;

 

   

our substantial indebtedness, the tightening of credit markets, and the restrictions on our business imposed by the terms of our debt; and

 

   

interest rate fluctuations that affect a portion of our interest payment requirements on long-term debt.

We caution you that the above list of cautionary statements is not exhaustive. These and other factors are discussed in further detail in the annual report on Form 20-F, under “Item 3. Key information – Risk Factors.” Each of these forward-looking statements speaks only as of the date of this report. We will not update these statements unless securities laws require us to do so. We advise you to consult any documents we may file with or furnish to the U.S. Securities and Exchange Commission (SEC).

 

 

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VIDEOTRON LTD.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands of Canadian dollars)

(unaudited)

 

              Three months ended June 30     Six months ended June 30  
      Note      2015     2014     2015     2014  

Revenues

           

Cable television

      $ 262,816      $ 269,033      $ 530,105      $ 541,857   

Internet

        226,254        212,238        449,830        422,444   

Cable telephony

        115,254        118,133        233,112        236,075   

Mobile telephony

        96,258        66,782        185,646        128,441   

Over-the-top video

        5,407        2,243        10,781        4,011   

Business solutions

        16,641        15,972        33,271        32,662   

Equipment sales

        13,966        9,022        22,739        17,812   

Other

              2,711        1,767        5,650        4,573   
        739,307        695,190        1,471,134        1,387,875   

Employee costs

     3         89,844        84,975        182,090        172,114   

Purchase of goods and services

     3         308,020        279,153        604,962        550,057   

Depreciation and amortization

        150,348        147,078        316,503        293,219   

Financial expenses

     4         39,205        42,092        85,486        84,580   

Loss (gain) on valuation and translation of financial instruments

     5         1,448        1,405        (1,038     425   

Loss on debt refinancing

     9         13,842               12,153        21,403   

Restructuring of operations and other special items

     6         2,446        337        3,615        514   

Income before income taxes

        134,154        140,150        267,363        265,563   

Income taxes

           

Current

        (19,188     21,277        15,313        32,521   

Deferred

              22,456        531        15,685        7,013   
                3,268        21,808        30,998        39,534   

Net income

            $ 130,886      $ 118,342      $ 236,365      $ 226,029   

Net income (loss) attributable to

           

Shareholder

      $ 130,883      $ 118,350      $ 236,343      $ 226,027   

Non-controlling interests

              3        (8     22        2   

See accompanying notes to condensed consolidated financial statements.

 

 

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VIDEOTRON LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands of Canadian dollars)

(unaudited)

 

              Three months ended June 30     Six months ended June 30  
      Note      2015     2014     2015     2014  

Net income

      $ 130,886      $ 118,342      $ 236,365      $ 226,029   

Other comprehensive (loss) income:

           

Items that may be reclassified to income :

           

Cash flows hedges:

           

(Loss) gain on valuation of derivative financial instruments

        (23,609     417        (19,429     (3,662

Deferred income taxes

        3,378        3,381        (8,463     1,193   

Reclassification to income:

           

(Gain) loss related to cash flow hedges

     9         (2,114            (3,914     1,640   

Deferred income taxes

              751               1,125        (1,679
                (21,594     3,798        (30,681     (2,508

Comprehensive income

            $ 109,292      $ 122,140      $ 205,684      $ 223,521   

Comprehensive income (loss) attributable to

           

Shareholder

      $ 109,289      $ 122,148      $ 205,662      $ 223,519   

Non-controlling interests

              3        (8     22        2   

See accompanying notes to condensed consolidated financial statements.

 

 

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VIDEOTRON LTD.

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands of Canadian dollars)

(unaudited)

 

      Equity attributable to shareholder                
      Capital
stock
(note 11)
     Retained
earnings
    Accumulated
other
comprehensive
loss (note 13)
    Equity
attributable  to
non-controlling
interests
    Total
equity
 

Balance as of December 31, 2013

   $ 3,401       $ 826,515      $ (9,109   $ 943      $ 821,750   

Net income

             226,027               2        226,029   

Other comprehensive loss

                    (2,508            (2,508

Dividends

             (365,000            (155     (365,155

Balance as of June 30, 2014

     3,401         687,542        (11,617     790        680,116   

Net income

             194,142               21        194,163   

Other comprehensive loss

                    (35,372            (35,372

Dividends

             (45,000                   (45,000

Balance as of December 31, 2014

     3,401         836,684        (46,989     811        793,907   

Net income

             236,343               22        236,365   

Issuance of capital stock (note 11)

     170,000                              170,000   

Other comprehensive loss

                    (30,681            (30,681

Dividends

             (80,000                   (80,000

Balance as of June 30, 2015

   $ 173,401       $ 993,027      $ (77,670   $ 833      $ 1,089,591   

See accompanying notes to condensed consolidated financial statements.

 

 

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VIDEOTRON LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of Canadian dollars)

(unaudited)

 

              Three months ended June 30     Six months ended June 30  
      Note      2015     2014     2015     2014  

Cash flows related to operating activities

           

Net income

      $ 130,886      $ 118,342      $ 236,365      $ 226,029   

Adjustments for:

           

Depreciation of fixed assets

        134,263        119,764        269,983        239,004   

Amortization of intangible assets

        16,085        27,314        46,520        54,215   

Loss (gain) on valuation and translation of financial instruments

     5         1,448        1,405        (1,038     425   

Amortization of financing costs and long-term debt discount

     4         1,054        1,122        2,226        2,407   

Deferred income taxes

        22,456        531        15,685        7,013   

Loss on debt refinancing

     9         13,842               12,153        21,403   

Other

              197        (108     3,126        2,130   
        320,231        268,370        585,020        552,626   

Net change in non-cash balances related to operating activities

              (67,813     13,450        (162,354     (90,619

Cash flows provided by operating activities

        252,418        281,820        422,666        462,007   

Cash flows related to investing activities

           

Additions to fixed assets

        (141,491     (155,936     (303,136     (298,977

Additions to intangible assets

     8         (233,582     (186,108     (258,507     (255,032

Business acquisition (net of cash acquired)

     7         245               (35,167       

Net proceeds from business disposal

        7,848               7,848          

Other

              1,670        1,179        1,937        1,885   

Cash flows used in investing activities

        (365,310     (340,865     (587,025     (552,124

Cash flows related to financing activities

           

Net change in bank indebtedness

               (35,811              

Net change under revolving credit facility

        (1,953     (89,922     (1,953       

Net change under bank credit facility

        (5,357     (5,357     (5,357     (5,357

Issuance of long-term debt, net of financing fees

               654,475               654,475   

Issuance of capital stock

     11         170,000               170,000          

Repayment of long-term debt

     9         (218,645     (295,446     (218,645     (295,446

Settlement of hedging contracts

     9         11,797        (851     11,797        (116,833

Dividends

               (65,000     (80,000     (365,000

Other

                                   (182

Cash flows provided by (used in) financing activities

        (44,158     162,088        (124,158     (128,343

Net change in cash and cash equivalents

        (157,050     103,043        (288,517     (218,460

Cash and cash equivalents at beginning of period

        211,335        966        342,802        322,469   

Cash and cash equivalents at end of period

            $ 54,285      $ 104,009      $ 54,285      $ 104,009   

 

 

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VIDEOTRON LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands of Canadian dollars)

(unaudited)

 

Three months ended June 30      Six months ended June 30  
      2015      2014      2015      2014  

Additional information on the consolidated statements of cash flows

           

Cash and cash equivalents consist of

           

Cash

   $ 31,893       $ 16,712       $ 31,893       $ 16,712   

Cash equivalents

     22,392         87,297         22,392         87,297   
     $ 54,285       $ 104,009       $ 54,285       $ 104,009   

Interest and taxes reflected as operating activities

           

Cash interest payments

   $ 57,096       $ 60,198       $ 81,553       $ 84,203   

Cash income tax payments (net of refunds)

     31,346         19,326         91,161         81,986   

See accompanying notes to condensed consolidated financial statements.

 

 

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VIDEOTRON LTD.

CONSOLIDATED BALANCE SHEETS

(in thousands of Canadian dollars)

(unaudited)

 

      Note      June 30,
2015
     December 31,
2014
 

Assets

        

Current assets

        

Cash and cash equivalents

      $ 54,285       $ 342,802   

Accounts receivable

        265,839         259,030   

Income taxes

        7,941           

Amounts receivable from affiliated corporations

        11,663         18,324   

Inventories

        122,935         79,066   

Prepaid expenses

        42,433         23,735   

Derivative financial instruments

              19,177           

Total current assets

              524,273         722,957   

Non-current assets

        

Investments

     10         2,090,000         1,080,000   

Fixed assets

     7         3,014,483         3,000,816   

Intangible assets

     7, 8         1,042,162         830,585   

Goodwill

     7         447,499         429,252   

Derivative financial instruments

        254,601         164,859   

Other assets

              24,272         27,127   

Total non-current assets

              6,873,017         5,532,639   

Total assets

            $ 7,397,290       $ 6,255,596   

 

 

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VIDEOTRON LTD.

CONSOLIDATED BALANCE SHEETS (continued)

(in thousands of Canadian dollars)

(unaudited)

 

      Note      June 30,
2015
    December 31,
2014
 

Liabilities and Equity

       

Current liabilities

       

Accounts payable and accrued charges

      $ 354,836      $ 412,917   

Amounts payable to affiliated corporations

        58,471        49,384   

Provisions

        48,875        45,744   

Deferred revenue

        274,309        262,496   

Income taxes

        87        69,819   

Derivative financial instruments

               902   

Current portion of long-term debt

     9         10,714        213,688   

Total current liabilities

              747,292        1,054,950   

Non-current liabilities

       

Long-term debt

     9         2,839,012        2,710,852   

Subordinated loan from parent corporation

     10         2,090,000        1,080,000   

Derivative financial instruments

        47,764        52,718   

Deferred income taxes

        498,342        476,317   

Other liabilities

              85,289        86,852   

Total non-current liabilities

              5,560,407        4,406,739   

Total liabilities

              6,307,699        5,461,689   

Equity

       

Capital stock

     11         173,401        3,401   

Retained earnings

        993,027        836,684   

Accumulated other comprehensive loss

     13         (77,670     (46,989

Equity attributable to shareholder

        1,088,758        793,096   

Non-controlling interest

              833        811   

Total equity

              1,089,591        793,907   

Total liabilities and equity

            $ 7,397,290      $ 6,255,596   

See accompanying notes to condensed consolidated financial statements.

 

 

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VIDEOTRON LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three-month and six-month periods ended June 30, 2015 and 2014

(tabular amounts in thousands of Canadian dollars, except for option data)

(unaudited)

 

Videotron Ltd. (the “Corporation”) is incorporated under the laws of Quebec and is a wholly owned subsidiary of Quebecor Media Inc. (the parent corporation) and is a subsidiary of Quebecor Inc. (the ultimate parent corporation). The Corporation’s head office and registered office is located at 612, rue Saint-Jacques, Montreal (Quebec), Canada.

The Corporation offers television distribution, Internet, business solutions, cable and mobile telephony and over-the-top video services in Canada and is engaged in the rental of movies and televisual products through its video-on-demand services.

 

1.

BASIS OF PRESENTATION

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), except that they do not include all disclosures required under IFRS for annual consolidated financial statements. In particular, these consolidated financial statements were prepared in accordance with IAS 34, Interim Financial Reporting, and accordingly, they are condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the Corporation’s 2014 annual consolidated financial statements, which contain a description of the accounting policies used in the preparation of these financial statements.

These condensed consolidated financial statements were approved for issue by the Board of Directors of the Corporation on July 29, 2015.

Comparative figures for previous periods have been restated to conform to the presentation adopted for the three-month and six-month periods ended June 30, 2015.

 

2.

CHANGE IN ACCOUNTING ESTIMATE

In the second quarter of 2015, the Corporation changed its assessment of the useful life of its spectrum licences. In light of recent spectrum auctions and developments in the telecommunication industry, the Corporation is now of the view that its spectrum licences have an indefinite useful life, based on the following facts:

 

   

The Corporation intends to renew the spectrum licences and believes that they are likely to be renewed by Industry Canada;

 

   

The Corporation has the financial and operational ability to renew these spectrum licences;

 

   

Currently, the competitive, legal and regulatory landscape does not limit the useful lives of the spectrum licences; and

 

   

The Corporation foresees no limit to the period during which these licences can be expected to generate cash flows in the future.

Accordingly, the Corporation ceased to amortize spectrum licences used in its operations as of April 1, 2015 and no amortization expense was recorded in the second quarter of 2015. The straight-line amortization expense recorded relating to these licences was $13.9 million during the three-month period ended March 31, 2015, $13.9 million during the three-month period ended June 30, 2014 and $27.8 million during the six-month period ended June 30, 2014.

 

 

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VIDEOTRON LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the three-month and six-month periods ended June 30, 2015 and 2014

(tabular amounts in thousands of Canadian dollars, except for option data)

(unaudited)

 

 

3.

EMPLOYEE COSTS AND PURCHASE OF GOODS AND SERVICES

The main components of employee costs and purchase of goods and services are as follows:

 

      Three months ended June 30     Six months ended June 30  
      2015     2014     2015     2014  

Employee costs

   $ 133,304      $ 125,960      $ 266,476      $ 249,444   

Less employee costs capitalized to fixed assets and intangible assets

     (43,460     (40,985     (84,386     (77,330
     89,844        84,975        182,090        172,114   

Purchase of goods and services

        

Royalties and rights

     109,930        106,045        220,114        214,946   

Cost of retail products

     60,727        44,385        105,543        77,413   

Subcontracting costs

     30,061        28,199        58,189        57,878   

Marketing and distribution expenses

     17,636        12,824        29,222        26,773   

Other

     89,666        87,700        191,894        173,047   
       308,020        279,153        604,962        550,057   
     $     397,864      $     364,128      $     787,052      $     722,171   

 

4.

FINANCIAL EXPENSES

 

      Three months ended June 30     Six months ended June 30  
      2015     2014     2015     2014  

Third parties:

        

Interest on long-term debt

   $ 38,992      $ 43,114      $ 81,065      $ 85,205   

Amortization of financing costs and long-term debt discount

     1,054        1,122        2,226        2,407   

(Gain) loss on foreign currency translation on short-term monetary items

     (159     (130     3,528        1,152   

Other

     (621     (691     (1,316     (1,555
     39,266        43,415        85,503        87,209   

Affiliated corporations:

        

Interest expense (net of interest income)

     55,746        60,091        100,469        119,522   

Dividend income (net of dividend expense)

     (56,535     (61,675     (101,942     (122,673
       (789     (1,584     (1,473     (3,151

Interest on net defined benefit liability

     728        261        1,456        522   
     $     39,205      $ 42,092      $      85,486      $      84,580   

 

 

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VIDEOTRON LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the three-month and six-month periods ended June 30, 2015 and 2014

(tabular amounts in thousands of Canadian dollars, except for option data)

(unaudited)

 

 

5.

LOSS (GAIN) ON VALUATION AND TRANSLATION OF FINANCIAL INSTRUMENTS

 

      Three months ended June 30     Six months ended June 30  
      2015     2014     2015     2014  

Gain on embedded derivatives

   $ (63   $ (156   $ (108   $ (311

Gain on reversal of embedded derivatives upon debt redemption (note 9)

     (40            (336     (611

Loss (gain) on the ineffective portion of fair value hedges

     1,551        (1,731     (1,331     (1,731

Loss on the ineffective portion of cash flow hedges

                   737          

Loss on derivative financial instruments for which hedge accounting is not used

            3,292               3,078   
     $      1,448      $     1,405      $ (1,038   $     425   

 

6.

RESTRUCTURING OF OPERATIONS AND OTHER SPECIAL ITEMS

 

      Three months ended June 30      Six months ended June 30  
      2015      2014      2015      2014  

Restructuring of operations

   $ 2,175       $ 337       $ 3,069       $ 514   

Other

     271                 546           
     $         2,446       $         337       $         3,615       $         514   

 

7.

BUSINESS ACQUISITION

On March 11, 2015, the Corporation acquired 4Degrees Colocation inc. and its data center, the largest in Quebec city, for a purchase price of $35.5 million in cash. An amount of $0.2 million was received in June 2015 as an adjustment related to working capital items. The acquisition will enable the Corporation to meet its business customers’ growing technological and hosting needs. The purchase price allocation was accounted for on a preliminary basis and will be finalized by the end of the year. The assets acquired are mainly comprised of tangible assets of $11.2 million, intangible assets of $5.1 million and goodwill of $18.2 million.

 

 

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VIDEOTRON LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the three-month and six-month periods ended June 30, 2015 and 2014

(tabular amounts in thousands of Canadian dollars, except for option data)

(unaudited)

 

 

8.

INTANGIBLE ASSETS

2015

On March 6, 2015, the Corporation acquired four AWS-3 licences, covering the province of Quebec and the Ottawa region, at a total price of $31.8 million, for which the Corporation made an initial payment of $6.4 million in the first quarter of 2015 and a final payment of $25.4 million on April 21, 2015. These licences were issued to the Corporation by Industry Canada on April 21, 2015.

On May 12, 2015, the Corporation acquired eighteen 2500MHz licences, covering the province of Quebec, the Ottawa region and the cities of Toronto, Vancouver, Calgary and Edmonton, at a total price of $187.0 million, paid entirely during the second quarter of 2015. These licences were issued to the Corporation by Industry Canada on June 24, 2015.

2014

On February 19, 2014, the Corporation acquired seven 700MHz licences, covering the provinces of Quebec, Ontario (except Northern Ontario), Alberta and British Columbia, at a total price of $233.3 million, for which the Corporation made a cash deposit of $15.9 million in 2013, a $46.7 million payment in the first quarter of 2014 and a final payment of $170.7 million on April 2, 2014. These licences were issued to the Corporation by Industry Canada on April 3, 2014.

 

9.

LONG-TERM DEBT

On March 11, 2015, the Corporation issued a notice for the redemption of all of its issued and outstanding 6.375% Senior Notes due December 15, 2015, in aggregate principal amount of US$175.0 million, at a redemption price of 100.000% of their principal amount. As a result, a net gain of $1.7 million was recorded in the consolidated statement of income in the first quarter of 2015, including a gain of $1.8 million previously recorded in other comprehensive income. On April 10, 2015, the Senior Notes were redeemed and the related hedging contracts were unwound for a total cash consideration of $204.5 million.

In June 2015, the Corporation amended its $575.0 million secured revolving credit facility to increase its size to $615.0 million and to extend the maturity date to July 2020. The Corporation also entered into a new unsecured revolving credit facility of $350.0 million, maturing in July 2020. The terms and conditions of this new unsecured facility are similar to the terms and conditions of the Corporation’s secured revolving credit facility.

On June 16, 2015, the Corporation issued a notice for the redemption of all of its issued and outstanding 9.125% Senior Notes due April 15, 2018, in aggregate principal amount of US$75.0 million, at a redemption price of 101.521% of their principal amount. As a result, a net loss of $0.2 million was recorded in the consolidated statement of income in the second quarter of 2015, including a gain of $2.1 million previously recorded in other comprehensive income. On July 16, 2015, the Senior Notes were redeemed and the related hedging contracts were unwound for a total cash consideration of $75.9 million.

On June 16, 2015, the Corporation also issued a notice for the redemption of all of its issued and outstanding 7.125% Senior Notes due January 15, 2020, in aggregate principal amount of $300.0 million, at a redemption price of 103.563% of their principal amount. As a result, a loss of $13.6 million was recorded in the consolidated statement of income in the second quarter of 2015. On July 16, 2015, the Senior Notes were redeemed for a total cash consideration of $310.7 million.

 

 

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VIDEOTRON LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the three-month and six-month periods ended June 30, 2015 and 2014

(tabular amounts in thousands of Canadian dollars, except for option data)

(unaudited)

 

 

9.

LONG-TERM DEBT (continued)

Components of long-term debt are as follows:

 

      June 30, 2015     December 31, 2014  

Bank credit facility

   $ 32,143      $ 37,500   

Senior Notes

     2,842,275        2,913,511   

Total long-term debt

     2,874,418        2,951,011   

Change in fair value related to hedged interest rate risk

     6,748        8,168   

Adjustment related to embedded derivatives

     (4,003     (3,559

Financing fees, net of amortization

     (27,437     (31,080
     (24,692     (26,471

Less: current portion

     (10,714     (213,688
     $     2,839,012      $     2,710,852   

 

10.

SUBORDINATED LOAN FROM PARENT CORPORATION

On February 5, 2015, the Corporation contracted a subordinated loan of $1.01 billion from Quebecor Media Inc., bearing interest at a rate of 10.75%, payable every six months on June 20 and December 20, and maturing on February 5, 2045. On the same day, the Corporation invested the total proceeds of $1.01 billion into 1,010,000 preferred shares, Series B, of 9101-0835 Quebec Inc., a subsidiary of Quebecor Media Inc. These shares carry the right to receive an annual dividend of 10.85%, payable semi-annually. This transaction was carried out for tax consolidation purposes of Quebecor Media Inc. and its subsidiaries.

 

11.

CAPITAL STOCK

 

  (a)

Authorized capital stock

An unlimited number of common shares, without par value, voting and participating

An unlimited number of preferred shares, Series B, Series C, Series D, Series E, Series F, and Series H, without par value, ranking prior to the common shares with regards to payment of dividends and repayment of capital, non-voting, non-participating, a fixed monthly non-cumulative dividend of 1%, retractable and redeemable.

An unlimited number of preferred shares, Series G, ranking prior to all other shares with regards to payment of dividends and repayment of capital, non-voting, non-participating carrying the rights and restrictions attached to the class as well as a fixed annual cumulative preferred dividend of 11.25%, retractable and redeemable.

 

 

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VIDEOTRON LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the three-month and six-month periods ended June 30, 2015 and 2014

(tabular amounts in thousands of Canadian dollars, except for option data)

(unaudited)

 

 

11.

CAPITAL STOCK (continued)

 

  (b)

Issued and outstanding capital stock

 

      Common Shares  
      Number      Amount  

Balance as of December 31, 2014

     2,516,829       $ 3,401   

Issuance of capital stock to parent corporation

     170,000,000         170,000   

Balance as of June 30, 2015

     172,516,829       $ 173,401   

 

12.

STOCK-BASED COMPENSATION PLANS

Outstanding options

The following table provides details of changes to outstanding options in the stock-based compensation plans in which management of the Corporation participates, for the six-month period ended June 30, 2015:

 

      Outstanding options  
      Number     Weighted average
exercise price
 

Quebecor Inc.

    

As of December 31, 2014

     50,000      $ 25.49   

Granted

              

As of June 30, 2015

     50,000      $ 25.49   

Vested options as of June 30, 2015

          $   

Quebecor Media Inc.

    

As of December 31, 2014

     241,211      $ 56.20   

Transfer

     58,750        55.40   

Granted

     145,000        70.56   

Exercised

     (42,100     47.73   

As of June 30, 2015

     402,861      $   62.13   

Vested options as of June 30, 2015

     46,028      $   56.42   

For the three-month period ended June 30, 2015, a net consolidated charge related to the stock-based compensation plans was recorded in the amount of $0.5 million (a net charge of $0.3 million in 2014). For the six-month period ended June 30, 2015, a net consolidated charge related to the stock-based compensation plans was recorded in the amount of $0.4 million (a net charge of $0.7 million in 2014).

During the three-month period ended June 30, 2015, 25,350 of the parent corporation’s stock options were exercised for a cash consideration of $0.7 million (1,600 stock options for $0.02 million in 2014). During the six-month period ended June 30, 2015, 42,100 of the parent corporation’s stock options were exercised for a cash consideration of $1.0 million (32,850 stock options for $0.68 million in 2014).

 

 

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VIDEOTRON LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the three-month and six-month periods ended June 30, 2015 and 2014

(tabular amounts in thousands of Canadian dollars, except for option data)

(unaudited)

 

 

13.

ACCUMULATED OTHER COMPREHENSIVE LOSS

 

      Cash flow hedges     Defined
benefit plans
    Total  

Balance as of December 31, 2013

   $ (14,753   $ 5,644      $ (9,109

Other comprehensive loss

     (2,508            (2,508

Balance as of June 30, 2014

     (17,261     5,644        (11,617

Other comprehensive loss

     (344     (35,028     (35,372

Balance as of December 31, 2014

     (17,605     (29,384     (46,989

Other comprehensive loss

     (30,681            (30,681

Balance as of June 30, 2015

   $ (48,286   $ (29,384   $ (77,670

No significant amount is expected to be reclassified in income over the next 12 months in connection with derivatives designated as cash flow hedges. The balance is expected to reverse over a 9-year period.

 

14.

CONTINGENT GAIN

On March 6, 2015, the Quebec Court of Appeal ruled in favour of the Corporation and TVA Group Inc., an affiliated corporation, and ordered Bell ExpressVu Limited Partnership (“Bell ExpressVu”), a subsidiary of Bell Canada, to pay to the Corporation $135.3 million for negligence in failing to implement an appropriate security system to prevent piracy of the signals broadcast by its satellite television service between 1999 and 2005, thereby harming its competitors and broadcasters. In May 2015, letters of credit have been issued to the Corporation as a guarantee for the payment. In May 2015, Bell ExpressVu applied for leave to appeal the judgment to the Supreme Court of Canada. A decision on its application is pending.

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

VIDEOTRON LTD.
 

/s/ Hugues Simard

By:

 

Hugues Simard

Senior Vice President and Chief Financial Officer

Date: August 3, 2015