- First quarter consolidated financial results include adjusted EBITDA1 growth of 4.3% and free cash flow1 of $236 million
- The Company continues to focus on balancing growth and profitability and delivering an improved customer experience while also ensuring the continued safety of employees and customers from the ongoing COVID-19 pandemic
- Shaw remains committed to supporting the closure of the transaction with Rogers and planning for the benefits that the combined entity will provide to Canadians
CALGARY, Alberta – Shaw Communications Inc. (“Shaw” or the “Company”) announces consolidated financial and operating results for the quarter ended November 30, 2021. On a year-over-year basis, consolidated revenue increased by 1.2% to $1.39 billion, adjusted EBITDA increased 4.3% to $633 million and net income increased 20.2% to $196 million.
While we continue to experience new waves and variants of the COVID-19 virus, management remains focused on the safety of our people, most of whom continue to work from home, compliance with guidelines and requirements issued by various health authorities and government organizations as well as fast and ubiquitous connectivity for our customer base.
“Since the beginning of the COVID-19 pandemic and continuing today, strong and reliable connectivity plays a critical role in the lives of our customers, our economy and its recovery. We remain committed to delivering exceptional customer experiences, investing in the strength of our networks and continued focus on execution of our strategic business priorities. Our combination with Rogers will do more for the future prosperity of Canada than either company could achieve on its own. Together, Rogers and Shaw can build a national next-generation network that will offer robust and effective competition over the long-term, and bridge Canada’s digital divide benefiting rural, remote and indigenous communities. The resources and network of the combined company will help accelerate Canada’s digital economy and stimulate greater economic diversification in Western Canada. We recognize that we can do so much more by coming together and reiterate our continued commitment to work with Rogers to close the transaction while delivering the benefits that the combined entity will provide Canadians,” said Brad Shaw, Executive Chair & Chief Executive Officer.
Shaw and Rogers Transaction
On March 15, 2021, Shaw announced that it entered into an arrangement agreement (the “Arrangement Agreement”) with Rogers Communications Inc. (“Rogers”), under which Rogers will acquire all of Shaw’s issued and outstanding Class A Participating Shares (“Class A Shares”) and Class B Non-Voting Participating Shares (“Class B Shares”) in a transaction valued at approximately $26 billion, inclusive of approximately $6 billion of Shaw debt (the “Transaction”). Holders of Class A Shares and Class B Shares (other than the Shaw Family Living Trust, the controlling shareholder of Shaw, and related persons (collectively, the “Shaw Family Shareholders”)) will receive $40.50 per share in cash. The Shaw Family Shareholders will receive 60% of the consideration for their shares in the form of Class B Non-Voting Shares of Rogers (the “Rogers Shares”) on the basis of the volume-weighted average trading price for the Rogers Shares for the 10 trading days ending March 12, 2021, and the balance in cash.
The Transaction is being implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Alberta). At the special meeting of Shaw shareholders held on May 20, 2021, the Company obtained approval of the plan of arrangement by the holders of Shaw’s Class A Shares and Class B Shares in the manner required by the interim order granted by the Court of Queen’s Bench of Alberta on April 19, 2021. On May 25, 2021, the Court of Queen’s Bench of Alberta issued a final order approving the plan of arrangement.
The Transaction remains subject to other customary closing conditions including approvals from certain Canadian regulators. Shaw and Rogers are working cooperatively and constructively with the Competition Bureau, Innovation, Science and Economic Development Canada (ISED) and the Canadian Radio-television and Telecommunications Commission (CRTC) in order to secure the requisite approvals. Subject to receipt of all required approvals and satisfaction of all closing conditions, closing of the Transaction is expected to occur in the first half of 2022.
Further information regarding the Transaction is contained in the management information circular filed April 23, 2021 on Shaw’s SEDAR profile at www.sedar.com and EDGAR profile at www.sec.gov/edgar.shtml.
First Quarter Fiscal 2022
In the first quarter, the Company added approximately 55,600 new Wireless customers. Postpaid net additions of approximately 36,100 in the quarter were driven by the continued momentum of Shaw Mobile. Wireless service revenue grew 11.2% due to continued subscriber growth, partially offset by lower ARPU2 as the Company continues to scale its lower revenue Shaw Mobile customer base. First quarter Wireless ARPU decreased 3.4% from the prior year period to $36.95; however, an increase in customers signing up for bundled offerings and Internet migration to faster speed tiers continues to support Internet revenue growth. Wireless postpaid churn3 of 1.70% improved approximately 11-basis points from the first quarter of fiscal 2021.
Consumer Wireline RGU4 losses of approximately 76,200 improved over the prior year period, led by positive Internet additions as customers continue to bundle their Internet and Wireless service together. First quarter Wireline revenue was in-line with the prior year at $1.06 billion and Wireline adjusted EBITDA decreased 1.5% year-over-year to $524 million.
Selected Financial Highlights
|Three months ended November 30,|
|(millions of Canadian dollars except per share amounts)||2021||2020||Change %|
|Adjusted EBITDA Margin(2)||45.7||%||44.3||%||3.2|
|Free Cash Flow(1)||236||225||4.9|
|Earnings per share|
|Basic and diluted||0.39||0.31|
|(1)||See “Non-GAAP and additional financial measures” in the accompanying MD&A.|
|(2)||Adjusted EBITDA margin is a non-GAAP ratio and should not be considered a substitute or alternative for GAAP measures. Adjusted EBITDA margin is not a defined term under IFRS and does not have a standardized meaning, and therefore may not be a reliable way to compare us to other companies. Additional information about this ratio is included in “Non-GAAP and additional financial measures” in the MD&A dated January 12, 2022 for the three-month period ending November 30, 2021, which section is incorporated by reference herein and is available on SEDAR at www.sedar.com.|
First quarter Wireless revenue increased 4.7% to $332 million and adjusted EBITDA of $109 million increased 45.3% year-over-year. Wireless service revenue increased 11.2% to $239 million due to an increased subscriber base, while Wireless equipment revenue decreased 8.8% to $93 million as more consumers took advantage of bring their own device plans. The increase in adjusted EBITDA is mainly due to continued service revenue growth and improved equipment margins as well as the favorable margin impact from lower equipment sales relative to total wireless revenues in the current quarter.
Wireline RGUs declined by approximately 78,100 in the quarter compared to a loss of approximately 100,900 in the first quarter of fiscal 2021. The current quarter was led by a modest gain in Consumer Internet, offset with declines in Video, Satellite and Phone resulting in Consumer RGUs declining by 76,200 in the aggregate. In Business, positive Internet RGUs were offset by declines in Video, Satellite and Phone resulting in Business RGUs declining by approximately 1,900.
First quarter Wireline revenue of $1.06 billion was in-line with the prior year while adjusted EBITDA of $524 million decreased 1.5% year-over-year. Consumer revenue of $896 million decreased 1.6% compared to the prior year as growth in Internet revenue was offset by declines in Video, Satellite and Phone subscribers and revenue. Business revenue of $161 million increased 11.0% year-over-year with Internet revenue growth and continued demand for the Smart suite of products, despite the challenging circumstances due to impacts of COVID-19 and considering the majority of Shaw Business revenue comes from the small to medium sized business sector. First quarter Business revenue included approximately $9 million of revenue related to a financing lease arrangement involving a facility that was designed and built to customer specifications. This item also had a $1 million favourable impact on adjusted EBITDA in the quarter.
Capital expenditures in the first quarter of $229 million compared to $234 million in the prior year. Wireline capital spending increased by approximately $29 million primarily due to higher investments in combined upgrades, enhancements and replacement categories as well as an increase in new housing development. Wireless spending of $39 million decreased by approximately $34 million year-over-year primarily due to lower planned investment in the quarter.
Free cash flow for the quarter of $236 million compared to $225 million in the prior year. The increase was due to higher adjusted EBITDA and lower capital expenditures, partially offset by increased cash taxes.
Net income for the first quarter of fiscal 2022 of $196 million increased $33 million compared to the first quarter of fiscal 2021 primarily as a result of $26 million in incremental adjusted EBITDA as described above, and a $12 million reduction in restructuring charges, partially offset by a $9 million increase in income tax expense.
As at the end of November 30, 2021, the Company’s net debt leverage ratio was 2.2x5.
Shaw Communications Inc. is a leading Canadian connectivity company. The Wireline division consists of Consumer and Business services. Consumer serves residential customers with broadband Internet, Shaw Go WiFi, video and digital phone. Business provides business customers with Internet, data, WiFi, digital phone and video services. The Wireless division provides wireless voice and LTE data services.