Operator: Good day, welcome to Cogeco Inc. and Cogeco Communications Inc. Q3 2026 earnings conference call. Today's conference is being recorded. At this time, I would like to turn the conference over to Mr. Patrice Ouimet, Chief Financial Officer of Cogeco Inc. and Cogeco Communications Inc. Please go ahead, Mr. Ouimet.
Patrice Ouimet: Thank you. Good morning and welcome to our third quarter results conference call. As usual, before we begin the call, I'd like to remind listeners that today's discussion will include estimates and other forward-looking information. We ask that you review the cautionary language in the press releases and the MD&A issued yesterday, as well as in our annual reports regarding the various risks, assumptions, and uncertainties that could cause our actual results to differ. With that, I'll pass the line to Fred Perron for opening remarks.
Fred Perron: Merci, Patrice. Good morning, everyone. This quarter at Cogeco Communications, we generated CAD 169 million in free cash flow for a cumulative total of CAD 450 million in free cash flow after only three quarters, thanks to our transformation initiatives and tight capital allocation discipline. Our Canadian performance remains strong, with positive year-on-year growth in adjusted EBITDA for a third consecutive quarter. We keep growing our Canadian customer base and have been able to pull back on some of our promotional intensity in light of calmer market conditions. Our OXIO digital business keeps performing well with very high customer satisfaction and referral rates. Our wireless sales remain ahead of plan, and we're seeing a clear churn benefit from fixed mobile convergence. That churn benefit is not yet visible in our overall results, as our wireless base is still small, but will become more significant as we scale it up over time. In the U.S., the cable sector is going through significant turbulence. We're quite realistic at this point about the financial performance of our U.S. business, and we've taken a non-cash impairment, as already announced a few weeks ago, and Patrice will provide more details about that in a moment. We're still working hard to improve our performance in the U.S. We've now deployed a much stronger sales and marketing presence and have fully rolled out our new Welo digital brand across our entire Ohio footprint, with a few more states to follow later this calendar year. Welo is still in the initial stage of its S-curve, and we expect sales to ramp up over the coming quarters. Customer satisfaction with the brand is very high, and nearly half of our new sales already come from referrals from existing customers, despite our existing customer base still being small. This really shows the growth potential of Welo as we scale it up. Across our Breezeline markets, we were able to remove some of the more aggressive promotions we were previously using, such as months for free, which will improve the lifetime value of the new customers we acquire over time. At Cogeco Media, we continue to leverage our strong market presence to drive consistent growth in our digital advertising solutions, despite ongoing volatility within the traditional radio advertising landscape. In summary, we're executing well on what we can control while also remaining clear-eyed. As we approach the third year of our three-year transformation, we're now focused on AI-based tools to generate additional revenue and operating efficiencies, in addition to continuing to grow our new wireless and digital businesses in both countries. It's also worth noting that we're also planning a further optimization of our capital investments going into next year in both countries to help sustain a strong free cash flow performance and continue to generate attractive value for our shareholders. On that, I'll pass it over to Patrice for more details.
Patrice Ouimet: Thank you, Fred. Since our detailed financial results were published last night, I'll only focus on a few items and then open it up for questions. As noted in the press release issued last month, we reviewed the carrying value of our U.S. assets in the third quarter due to ongoing competitive pressures. We recorded a non-cash and pretax impairment charge of CAD 1.8 billion or $1.3 billion, which mainly impacted goodwill. On a pretax basis, it amounted to CAD 2.2 billion or $1.6 billion. Our current income tax was favorably impacted this quarter by a retroactive adjustment of CAD 4.5 million, resulting from the acceleration of tax depreciation on certain asset classes in Canada, which is in addition to CAD 14.8 million recorded last quarter. We're now assuming a current income tax expense for fiscal 2026 of CAD 25 million versus our prior assumption of about CAD 40 million, which was based on the current effective income tax rate of 8.5%. Aside from the change to our current tax assumption that I just noted, we are maintaining our annual financial guidelines for Cogeco Communications fiscal year 2026, which were updated in April. As a reminder, we provide our financial guidelines in constant currency since foreign exchange rates can be volatile and close to half of our revenue and EBITDA is generated in the U.S. Free cash flow, however, is much less impacted by FX rates since U.S.-denominated debt and CapEx serve as a natural hedge against FX fluctuations. Looking at the balance of the year, we expect slightly positive year-over-year revenue and adjusted EBITDA growth in the Canadian business. Note that the third quarter was stronger in Canada versus the previous quarters, partially due to some non-recurring operating cost benefits. In the U.S., on a constant currency basis or US dollars, we expect Q4 revenue and adjusted EBITDA to be lower than the previous year, but at a smaller percentage decline than what was generated in the first three quarters of the year. As for consolidated CapEx, similar to last year, we expect an increase in the fourth quarter versus the third quarter spending. Our consolidated debt leverage stood at 3.2x at the end of the third quarter. During the quarter, we repurchased $21 million U.S. of Term Loan B debt securities, and we expect to continue to use excess cash in the U.S. to repurchase TLBs on a regular basis. Finally, at Cogeco Inc., we performed a valuation of our radio assets and recorded a pre-tax CAD 26 million impairment of intangible assets. We also maintain the financial guidelines which were issued in April. Now Fred and I will be happy to take your questions.
Operator: Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star followed by the one on your touch-tone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press star followed by the two. If you are using a speakerphone, please lift the handset before pressing any keys. Your first question comes from Maher Yaghi with Scotiabank. Your line is now open.
Maher Yaghi: Great. Good morning. Thank you for taking my question. I wanted to ask you on the impairment charge that you took. Can you maybe detail a little bit what changed in terms of assumptions that led to the review? Specifically, was it related to ARPU, subscriber trends, or general profitability of the business? What does the impairment tell us in terms of your strategic posture for the U.S. market? Does it change how you approach partnerships, potential asset dispositions, or any footprint optimization you plan to do there? Thank you.
Patrice Ouimet: Sure. I'll start and Fred can complete on the second question. When you look at the reasons, first of all, we need to conduct valuation work annually. We did it in Q3. We've seen changes over the last few years when including in the past year in the U.S., mainly relating to ARPU. When you look at the level of promotions in the market for either acquiring new customers and retention costs as well. Those have been, I would say, impacted, especially in the past year. In terms of subscribers, we've been losing some subscribers, gaining in some regions, losing in some others. That plays into the valuation work we did as well. Finally, I would say valuation of peers in the market has come down quite a bit in the past year as well. That played also into the decision to perform the valuation.
Fred Perron: Hi, Maher. It's Fred. On the strategic posture, we're not dogmatic. We always look for the best way to optimize shareholder value. For now, I'd just focus the conversation on the different levers we're implementing operationally to improve the business.
Maher Yaghi: Okay. When you think about the outlook for the U.S. business in general, it seems like pricing, you expect it to continue to be on the intensive side. Do you expect the business to return to growth on the top line and the bottom line? Is there a timeline that you think we should be expecting that to happen? Is it a medium-term outlook or it's still a little bit hard to call a turnaround and bring it into positive growth again?
Fred Perron: Sure. Hi, it's Fred again. You'll remember at the beginning of our fiscal year, we'd expressed some optimism initially about a possible turnaround, and you and many others had cautioned us about the market. I would say since then, a couple of things have changed. The first one is the competitive environment has gotten further elevated versus the beginning of our fiscal year. Second, inflation has risen in the U.S. as well. It's gone north of 4%. Gas or fuel prices are higher. As customers see a higher cost of living on fuel, on groceries, on living in general, we see that they're trying to optimize their wallets, and therefore, we've seen harder negotiation behaviors from customers calling our retention line, which is also putting pressures on ARPU. Of course, we're implementing advanced analytics and AI to optimize our retention investments. In some cases, though, there's just so much you can do when the customer has a competitive offer in hand. That puts pressure on ARPU. As it relates to PSUs, you'll notice we've been moderately improving PSUs over I'm still talking about the U.S. here. We've been moderately improving PSUs over the past three, four quarters in a zigzag, but slightly improving trend. Do expect a difficult Q4 on U.S. PSUs, with a material increase in customer losses. I would see that one more as a point-in-time thing. There are some external factors, some seasonalities, as well as we've been trying to optimize the previously mentioned retention discounts, and sometimes we've let go of some customers to do that. See the more difficult Q4 on PSUs as a point in time. It's not unreasonable to think of a resuming improvement trend in PSUs as we work through next year in the U.S. The net of all this is we have to be prepared for continued difficult financial performance in the U.S. more generally. That being said, a few things. First, I would say we're more confident than ever on our three key improvement levers: wireless, Welo, and transformation/AI. We're really seeing that these things will pay off. It's just that they'll pay off over the course of several quarters, not months. These are not overnight fixes. I would also say things could always change, so we'll give an update when we give guidance in October. Last but not least, many analysts have commented on the fact that our U.S. and Canadian debt structures are ring-fence from one another, and when you value the company in a sum-of-the-parts method, that the net equity, net of debt of our U.S. business is relatively small in the grand scheme of the company valuation. I'd encourage listeners on the line to put more value on our Canadian performance, which is really what drives the value and the equity of the company. I'll be happy to talk about our Canadian performance in a later question.
Maher Yaghi: Thank you very much.
Operator: Your next question comes from Drew McReynolds with RBC Capital Markets. Your line is now open.
Drew McReynolds: Thanks very much. Fred, that's a good rundown on the U.S. business. Maybe shifting to Canada, I guess, Patrice, you flagged a little bit of some one-time in the adjusted EBITDA margins. Just if you exclude those, presumably, still did adjusted EBITDA growth in Canada. Number one, can you just maybe quantify what that impact or trajectory looks like? Second, bigger picture, shifting back to, I guess, the U.S., it looked like in Ohio, we saw a sequential uptick in internet net adds. Just wondering if that was related to the Welo launch and whether that is expected to continue. Obviously, as that brand's available across the whole state. Third question, final one for me. The 17%-19% CapEx intensity range that more or less, I think, has been the placeholder here for fiscal 2027 and beyond. Obviously, you're not going to give me CapEx guidance for fiscal 2027, but just in terms of getting more CapEx efficient, with seeing your peers do the same, just wondering, Patrice, if you can help us, I guess, directionally, where that could land, just more broadly over the medium term. Thank you.
Patrice Ouimet: Good morning. In terms of the Canadian performance in Q3, without those elements, we always have one-timers in every quarter in the two businesses. Without those in Canada, we would have been closer to the kind of growth we did in the Q1 and Q2, which was about 2%-2.5%. It'd be in that ballpark. I mentioned it so that you would not use the Q3 results to apply it to your expectations of Q4. That would be that one. In terms of capital, I'll cover the third one. In terms of capital, first of all, this quarter, like we did last year, was a low CapEx quarter generally. As I mentioned, Q4 will be a larger capital, and there's different reasons for this. One is just the weather and construction in some areas is easier to do during the fourth quarter. We'll see exactly where we land for the year, but so far, so good in terms of what we've been able to manage for CapEx. I would say historically, we've been running, to your point, in the, I would say, 18 to let's call it about 18%-19%. As we continue to work on efficiencies in our procurement activities. As we grouped the two countries together, we found some efficiencies there. We also are pushing self-installs with customers, which basically reduces the need for truck rolls, which get capitalized when it's new customers. There's a lot of things we're doing on that front. We'll see exactly where we land, but the idea is to be definitely below 20% as we move forward. We'll see exactly where we land. I'll just close on this. The reason we were higher than this in recent years was mainly due to the expansion programs in both countries. Mainly in Canada, but we had some going on in the U.S. We're close to being done now with those subsidized expansion programs, except for the one in Ontario that Fred mentioned earlier.
Fred Perron: Hi, Drew. It's Fred. On the second question, Ohio, Welo. Indeed, we were net PSU positive or growing in Ohio for a fourth consecutive quarter, I believe. I'd say Welo was only a small part of that still. It really comes down to what we've been saying on this call for a while, which is Ohio starting from a lower market share position presents more growth opportunities. It really comes down to the scaling of our sales and marketing channels in the traditional brand. As I mentioned to Maher before, the fourth quarter will be difficult in terms of U.S. PSU losses, but that's outside of Ohio mostly, and it's mostly point-in-time factors. Going into next year, we do see Welo start to scale up. It will take a few quarters, the same way Oxio took a few quarters in Canada. I would say we're more confident than ever that Welo has the right success conditions for us. As I mentioned earlier, customer satisfaction's very high, referral rates are very high. It's looking good for Welo. We just have to be a bit patient.
Drew McReynolds: Thank you very much.
Fred Perron: Thanks.
Operator: Your next question comes from Stephanie Price with CIBC. Your line is now open.
Stephanie Price: Hi, good morning. Just in regards to that last question, you mentioned scaling up of sales and marketing should help in some of these legacy U.S. regions. Can you talk a little bit about that, where you are in that scaling process, and how to think about any other read-throughs from OXIO in the rest of that legacy footprint?
Fred Perron: Yeah. Hi, Stephanie. It's Fred. The comment about the scaling up of sales and marketing channels was mostly actually in the context of OXIO. To simplify the strategy, OXIO is more in PSU growth mode. The rest of the footprint is more in protection and harvesting mode. To answer your question specifically, I would say we're well underway on the scaling of sales and marketing channels on the traditional brand, but not completely done. It's still ramping up. Welo is really the next big lever, and as I was telling Drew earlier, it's going to take a few quarters. It will be an S-curve, but I'd say we're even more confident than we were a few months ago about Welo, because we now have data.
Stephanie Price: Okay. You mentioned a churn benefit from fixed mobile convergence. Can you talk a little bit more about what you're seeing in regions where you have rolled out mobility, and if you're able to give any early metrics around churn improvement for customers that do have that bundled solution?
Fred Perron: Yeah. We're now able to measure it, Stephanie, actually in both countries. The churn benefit is similar in both countries, where we see materially lower churn when a customer takes wireless, in addition to our line. We don't quote the numbers. Part of it will be self-selection, but part of it seems to be causality as well. It's quite encouraging. The only point here is that now it's still applied to a relatively small base of wireless customers. As it grows, there's really room to believe that it will help in both countries. Even when you look at the U.S., the two large cables in the U.S. that launched wireless a few years ago and have a larger wireless base are able to protect their results better, and this is giving us optimism about when we scale it up ourselves in the U.S. as well. It's not a quick fix, but over time, it provides room for optimism.
Stephanie Price: Thank you. Maybe just finally from me, can you talk a little bit about satellite competition in the U.S. and if you're seeing any increase in competition in your U.S. areas?
Fred Perron: Yeah. We see it in very limited pockets of very rural footprint. Then as you look at the new generations, V3, for example, that Starlink is just starting to deploy. A number of reports have been written on this already, but it looks more like an at the margin phenomenon in the very rural footprint, more than something more pervasive.
Stephanie Price: Thank you so much.
Fred Perron: Thanks.
Operator: Your next question comes from Jérôme Dubreuil with Desjardins. Your line is now open.
Jérôme Dubreuil: Thanks for taking my question. Number one is on your spectrum holdings. Can you theoretically sell or subordinate your spectrum to SpaceX in Canada? A few considerations to address if you can. First, not sure if it's suitable for direct-to-device Second, otherwise maybe they could have terrestrial use cases. Third, if you see foreign ownership issues. I know this is not all issues related to you specifically, but I'm just asking because maybe having more potential buyers for the asset could have an impact on the value of your holdings.
Patrice Ouimet: Morning, Jérôme. For the first question, that's the easiest one. The direct-to-device, the spectrum is not meant for that. It's only for terrestrial use, so typically mobility, the traditional mobile products, and fixed wireless access. Can it be used for terrestrial relays? My understanding is no at this point, if it were just to feed a satellite link. That being said, if it were to be used in conjunction with something wider, like a wider deal that somebody would do, that could play a component. It is meant for terrestrial use.
Jérôme Dubreuil: On foreign ownership, could they own that?
Patrice Ouimet: That I don't think we'll have an answer to you.
Jérôme Dubreuil: Okay.
Patrice Ouimet: On that at this point. Anything that's a little different has to be approved in any event, and sometimes there are gray zones. Let us think about this question. We don't have a specific answer right now.
Jérôme Dubreuil: Yeah. Fair enough. That's good. That's all for me. Thank you.
Patrice Ouimet: Thank you.
Operator: Ladies and gentlemen, as a reminder, should you have a question, please press star one. Your next question comes from Matthew Griffiths with Bank of America. Your line is now open.
Matthew Griffiths: Hi. Good morning. Thanks for taking the question. I just wanted to circle back to the comment about a difficult Q4, I guess, on the U.S. side for subscribers. You seem very confident when presenting that it's going to be very temporary and limited to Q4. Is this just because it's related to decisions that you are making on retention and acquisition rather than something you're seeing in the market from competitors? Or how else should we read into that? The second question is on leverage. With your evolving view of the U.S., really illustrated by the impairment, are you thinking differently about what your group leverage target should be? Should it be lower? Any comment on that would be helpful. Thanks.
Fred Perron: Great. I'll take the first one. I'll let Patrice take the second one. Hi, Matt. On the PSUs, it's a combination of internal and external factors in Q4, many of which are temporary in nature. I won't say all of them, but many of which are. I'll give you some examples. Externally, there's seasonality. Sometimes you have students at a particular university reaching the end of the school year and going home, which creates a disconnect for a period of time. You sometimes have competitors doing what looks to be temporary blitzes. They seem very focused point-in-time blitzes. Internally, indeed, we've been optimizing our marketing investment. We've shifted some marketing money to Welo, which helps build brand awareness. That doesn't generate sometimes immediate PSU gains on Breezeline. We've been, as alluded to before, playing with an optimization of our retention discounts, which sometimes results in some customer losses. All that to say, it's very unlikely that all those factors will be permanent going into the following quarters. Plus, there's Welo kicking in over time in a positive way, plus there's ongoing scaling of our channels. Nobody has a perfect crystal ball here, but that was a bit the context behind the comment.
Patrice Ouimet: On leverage, we were at 3.2 turns at the consolidated level in Q3. Normally, we're able to decrease that number over time. It has not decreased as fast as in the past, mainly because of our U.S. business. You know we have two structures which have different levels of debt between the two countries, but the U.S. one has not been decreasing as fast as we were thinking initially. Whereas in Canada, it continues to decrease at the same pace as before. We'll have to see. To your point, and I've mentioned this before when people ask me, we'll have more discussions internally with our board as well into the next year, and it's possible that we'll target something that's below. We've always targeted about 3x in the past or low threes. It's possible we'll want to run below that number in the long term, but I don't have a specific number to give you right now.
Matthew Griffiths: Okay. Great. Thank you.
Operator: There are no further questions at this time. I will now turn the call over to management for closing remarks.
Patrice Ouimet: Okay. Well, thanks for participating today, and feel free to call us if you have any questions, and we'll otherwise meet for the next quarter in October. Thank you.