Liberty Global Reports Fiscal 2012 Results
Record Subscriber Additions for Q4 and Full-Year 2012
Best Quarter of the Year for Revenue & OCF Growth in Q4
Achieved or Exceeded All 2012 Guidance Targets
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Global, Inc. ("Liberty Global," "LGI," or the "Company") (NASDAQ: LBTYA, LBTYB and LBTYK), today announces financial and operating results for the year and three months ("Q4") ended December 31, 2012. Highlights for the full year compared to the same period for 2011 (unless noted), include:1
Organic RGU2 additions increased 34% to 1.6 million in 2012, including 465,000 in Q4
Revenue of $10.3 billion, reflecting rebased3 growth of 6%
Operating Cash Flow ("OCF")4 of $4.9 billion, representing rebased growth of 4%
Operating income increased 9% to $2.0 billion
Adjusted Free Cash Flow ("Adjusted FCF")5 of $1.0 billion, up 31%
2012 stock repurchases totaled approximately $1.0 billion
Liberty Global President and CEO Mike Fries stated, "2012 was a great year for our company and we finished on a high note, reporting our strongest subscriber growth ever in the fourth quarter. For the full year we added 1.6 million organic RGUs, including 465,000 in Q4 alone. These record results were driven by the success of our triple-play bundles, which leverage our superior broadband speeds and resulted in record annual broadband internet and telephony subscriber additions. At the same time, we made significant progress on our product roadmap with the introduction in the Dutch market of Horizon TV, our revolutionary media and entertainment platform. Within five short months we have sold over 100,000 subscriptions and have over 200,000 unique users enjoying our on-line and multiscreen services in the Netherlands. In January of 2013, we introduced Horizon TV in Switzerland and the response has been overwhelmingly positive."
"Our strength in subscriber additions helped fuel rebased revenue growth of 7% in the fourth quarter to $2.7 billion, which was our best quarterly result in five years. Also in Q4, rebased OCF increased 6% to $1.3 billion, consistent with our expectation for accelerated growth in the second half of 2012. From an Adjusted Free Cash Flow perspective, we delivered over $1.0 billion for the full year, a 31% increase compared to 2011. Having achieved or exceeded all of our 2012 guidance targets, we are bullish regarding our 2013 prospects and began the year with strong operating momentum."
"Our positive outlook also stems from our recent announcement of the pending acquisition of Virgin Media,6 a financially and strategically accretive combination that reinforces our position as Europe's largest and most advanced broadband communications company. We expect to close the acquisition in the second quarter following regulatory and shareholder approvals."
"From a balance sheet perspective, we finished the fourth quarter with cash and equivalents in excess of $3 billion7 and total liquidity8 of more than $5 billion. In addition, we continued to opportunistically refinance our debt and take advantage of strong capital markets, further extending our maturity profile and lowering our fully-swapped borrowing cost,9 which is down 80 basis points to 7.2% compared to a year ago. We remain committed to our levered equity strategy for value creation, as we repurchased approximately $1 billion of stock in 2012, bringing our cumulative total to over $9 billion since we formed LGI back in 2005."
At December 31, 2012, we provided our 19.8 million unique customers with 34.8 million services, consisting of 18.3 million video, 9.2 million broadband internet and 7.3 million telephony subscriptions. As compared to year-end 2011, we increased our RGU base by 6% or over 2.0 million RGUs. This growth was largely attributable to our 1.6 million organic RGU additions and the Puerto Rican OneLink acquisition in Q4. During 2012, we increased our combined double- and triple-play customers by nearly 1.0 million or 12% (inclusive of acquisitions) to over 9.0 million bundled customers or 46% of our customer base. As a result, our bundling ratio increased from 1.68x RGUs per customer at the end of 2011 to 1.76x RGUs per customer at the end of 2012.
We added 465,000 RGUs in the fourth quarter and 1.6 million RGUs for full-year 2012. Both results represent record activity levels, reflecting year-over-year growth of 22% and 34%, respectively. Our RGU additions for the three months and the year ended December 31, 2012 include 28,000 and 89,000 RGUs, respectively, relating to small office home office ("SOHO") RGUs.10
Geographically, our European operations accounted for 92% of our total RGU additions in 2012. Of particular note, our German operation (Unitymedia KabelBW) delivered a record 768,000 net additions in 2012, which comprised nearly half of our subscriber growth, as we successfully implemented our "Go-for-Growth" strategy. As compared to our 2011 results, our German business increased its RGU additions by 69% and by 4% if adjusted to include a full year of Kabel BW results in 2011, as opposed to the two weeks that were included in our actual 2011 results.
Our other operations in western Europe11 added 373,000 RGUs collectively in 2012, reflecting year-over-year growth of 5%. This growth was derived from improved subscriber performances in Switzerland, Austria and Belgium, offset by a year-over-year decline in our Dutch business, which faced a more competitive environment during the second half of 2012. Rounding out our European footprint, our Central and Eastern European ("CEE") region added 329,000 RGUs in 2012, our highest annual total since 2007 in that region. Additionally, our Chilean and Puerto Rican operations contributed 105,000 and 20,000, respectively.
In terms of our TV business, we lost 287,000 video subscribers (including just 28,000 in Q4) in 2012, which reflected a 7% improvement compared to our video losses in 2011 and represents our lowest annual video attrition in five years in absolute terms despite a significantly larger footprint. We finished 2012 with a digital video base of 9.1 million RGUs, as we added 920,000 digital cable RGUs (including 217,000 in Q4) during the year. As a result, our digital penetration12 increased to 52% compared to 46% at year-end 2011. We expect that our opportunity to continue driving digital upgrades will be enhanced by our recently launched Horizon TV product and with nearly 8.5 million analog video subscribers, we remain confident in the video growth opportunity. The take-up of Horizon TV in the Dutch market remained robust during the fourth quarter, and the early results so far in Switzerland have been very positive. We look forward to launching Horizon TV in Germany and Ireland later this year.
Overall subscriber growth was powered by our market-leading double- and triple-play bundles, with our superior broadband internet products serving as the key competitive differentiator. As a result of the strong demand from within our customer base, we added over 900,000 broadband internet subscribers (including 249,000 in Q4) and over 970,000 telephony subscribers (including 244,000 in Q4) reflecting year-over-year growth of 19% and 32%, respectively, both of which represent record annual additions.
For the three months and year ended December 31, 2012, we reported consolidated revenue of $2.7 billion and $10.3 billion, reflecting year-over-year growth rates of 14% and 8%, respectively, compared to the prior year. The performance in both periods resulted primarily from the positive contribution of acquisitions, principally Kabel BW, as well as our record organic RGU growth. When adjusting for the impact of acquisitions and FX, we achieved year-over-year rebased revenue growth of 7% and 6% for the three-month and full-year 2012 periods, respectively. These results compare to 5% rebased growth that we reported last year for both the fourth quarter and full-year 2011 periods.
Our fourth quarter rebased revenue growth reflects our strongest quarterly performance of 2012 and our fastest growth quarter in five years, driven by triple-play and mobile subscriber growth. Of particular note, our best performing operations were Germany and Belgium, which delivered rebased revenue growth of 13% and 9%, respectively. Turning to our annual results and similar to the fourth quarter, our rebased revenue growth of 6% was our best top-line performance in five years. Our western European operations generated 7% year-over-year rebased growth, led by Germany and Belgium with 11% and 8%, respectively.
Operating Cash Flow
OCF increased 14% to $1.3 billion and 9% to $4.9 billion for the three months and year ended December 31, 2012, respectively, compared to the corresponding prior year periods. Similar to our top-line performance, our reported OCF growth reflects the positive impacts of acquisitions as well as organic growth, partially offset by the negative impact of foreign currency movements. Adjusting for FX and acquisitions, we achieved rebased OCF growth of 6% and 4% for the quarter and year ended December 31, 2012, respectively. Our Q4 rebased OCF growth was aided somewhat by the aggregate impact of certain non-recurring items included in our Belgium results.
For 2012, we delivered year-over-year rebased OCF growth of 7% in our western European operations, with particularly strong contributions from our Irish, German and Dutch businesses, which grew at 11%, 10%, and 6%, respectively. In addition, UPC Cablecom in Switzerland improved its rebased OCF growth to 5% in 2012, its strongest result in the last four years. Rounding out our footprint, CEE's rebased OCF was flat for the second year in a row, while our Chilean operation reported a 7% decline in rebased OCF for 2012, due to a year-over-year increase of approximately $50 million in the incremental OCF deficit related to our wireless project. Without the incremental impact of the Chilean wireless project, our consolidated LGI year-over-year rebased OCF growth would have improved to 5% for the year ended December 31, 2012.
Our consolidated OCF margin13 modestly increased year-over-year by 20 basis points to 45.9% for Q4 and by 10 basis points to 47.2% for 2012. For the full year, our OCF margin improved in both our Western European and CEE regions, with Western Europe positively impacted by our consolidation of Kabel BW. In addition, each of our Austrian, Irish, Dutch and Swiss operations delivered year-over-year OCF margin increases. Largely offsetting these gains, our Chilean and Belgian businesses experienced year-over-year OCF margin declines of approximately 500 and 140 basis points, respectively, due in part to the impact of wireless for both operations.
For the three months and year ended December 31, 2012, our reported operating income increased by 23% and 9% to $501 million and $2.0 billion, respectively, as compared to the corresponding prior year periods. The increase in each period was largely due to higher revenue and lower operating expenses as measured as a percentage of revenue. These factors were partially offset by increases in depreciation and amortization expense.
Net Earnings/Loss Attributable to LGI Stockholders
For the three months ended December 31, 2012, we reported a net loss attributable to LGI stockholders ("Net Loss") of $331 million or $1.27 per basic and diluted share. This compares to a Net Loss of $435 million or $1.58 per basic and diluted share for the prior year period. The year-over-year improvement in our Net Loss resulted from, among other factors, better foreign currency transaction, operating income and income tax expense results that were only partially offset by adverse changes in the mark-to-market adjustments of our derivative instruments and higher interest expense.
For the year ended December 31, 2012, we reported net earnings attributable to LGI stockholders ("Net Earnings") of $323 million or $1.21 per basic and diluted share, which includes the positive impact of a $924 million gain on the disposition of our Austar interest in the second quarter of 2012. For the corresponding 2011 period, we reported a Net Loss of $773 million or $2.93 per basic and diluted share.
Our basic and diluted per share calculations utilized weighted average common shares of 261 million and 267 million for the three months and year ended December 31, 2012. Furthermore, our 263 million shares outstanding at October 29, 2012 declined modestly to 257 million shares outstanding at February 8, 2013.
Capital Expenditures and Free Cash Flow
For the year ended December 31, 2012, we reported capital expenditures of $1.9 billion, reflecting a decline of $43 million from 2011. As a percentage of revenue, our capital expenditures decreased from 20.3% in 2011 to 18.3% in 2012. This annual decline was attributable in large part to our working capital efforts, as our non-cash vendor financing and capital lease arrangements were $170 million higher year-over-year. With respect to our additions to property and equipment,14 we realized a 30 basis point decline to 22.1% of revenue in 2012 as compared to 2011, despite our stronger subscriber growth in 2012.
We generated $894 million of Free Cash Flow in 2012, reflecting an improvement of 33% compared to the prior year, due largely to the impact of the Kabel BW acquisition, improved working capital management, including the positive net impact of our vendor financing arrangements, and increased OCF generation. Our Adjusted FCF, which primarily excludes costs associated with our Chilean wireless project, was $1.0 billion for 2012, an increase of 31% year-over-year, well ahead of our guidance of mid-teens growth for the full year.
Leverage and Liquidity
At December 31, 2012, we had total debt15 of $27.5 billion, cash and cash equivalents of $2.0 billion and adjusted cash and cash equivalent balances of $3.1 billion after taking into consideration the $1.1 billion of restricted cash that was released from restrictions after completion of the LGI Telenet Tender Offer.16 As compared to the third quarter of 2012, our reported debt increased by $1.1 billion and our cash position decreased by $200 million. The increase in debt is largely attributable to the closing of our Puerto Rican OneLink transaction in the fourth quarter, which increased our total debt by approximately $500 million.
During 2012, we completed opportunistic financing transactions at Unitymedia KabelBW, UPC Holding and Telenet, which enabled us to extend our maturity profile and lower our borrowing cost and, in some cases, raise new capital. At year-end 2012, approximately 86% of our total debt was due in 2017 and beyond, and our fully-swapped borrowing cost was 7.2%, an 80 basis point decline compared to our fully-swapped borrowing cost of 8.0% at the end of last year. In early 2013, we issued €500 million ($660 million) of 5.125% senior secured notes in Germany, with the proceeds to be used to refinance existing 8.125% senior secured notes.
At December 31, 2012, our consolidated liquidity was approximately $5.3 billion, including adjusted cash of $3.1 billion (of which $1.8 billion was at the parent level) and $2.2 billion in aggregate borrowing capacity, as represented by the maximum undrawn commitments under each of our credit facilities.17
In terms of our leverage posture, we ended 2012 with gross and net leverage ratios18 of 5.5x and 4.9x, respectively. After excluding the $1.1 billion loan that is backed by the shares we hold in Sumitomo Corporation, our adjusted gross and net debt ratios decline to 5.3x and 4.7x, respectively, up slightly from our third quarter levels.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including our expectations with respect to our operating momentum and 2013 prospects, including our expectations for continued organic growth in subscribers, the penetration of our advanced services, and our ARPU per customer; our assessment of the strength of our balance sheet, our liquidity and access to capital markets, including our borrowing availability, potential uses of our excess capital, including for acquisitions and continued stock buybacks, our ability to continue to do opportunistic refinancings and debt maturity extensions and the adequacy of our currency and interest rate hedges; our expectations with respect to the timing and impact of our expanded roll-out of advanced products and services, including Horizon TV; our insight and expectations regarding competitive and economic factors in our markets, statements regarding the acquisition of Virgin Media, including the anticipated consequences and benefits of the acquisition and the targeted close date for the transaction, the availability of accretive M&A opportunities and the impact of our M&A activity on our operations and financial performance and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the continued use by subscribers and potential subscribers of the Company's services and willingness to upgrade to our more advanced offerings, our ability to meet challenges from competition and economic factors, the continued growth in services for digital television at a reasonable cost, the effects of changes in technology, law and regulation, our ability to obtain regulatory approval and satisfy the conditions necessary to close acquisitions and dispositions, our ability to achieve expected operational efficiencies and economies of scale, our ability to generate expected revenue and operating cash flow, control property and equipment additions as measured by percentage of revenue, achieve assumed margins and control the phasing of our FCF, our ability to access cash of our subsidiaries and the impact of our future financial performance and market conditions generally, on the availability, terms and deployment of capital, fluctuations in currency exchange and interest rates, the continued creditworthiness of our counterparties, the ability of vendors and suppliers to timely meet delivery requirements, as well as other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission including our most recently filed Form 10-K. These forward-looking statements speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
About Liberty Global
Liberty Global is the leading international cable company, with operations in 13 countries. We connect people to the digital world and enable them to discover and experience its endless possibilities. Our market-leading television, broadband internet and telephony services are provided through next-generation networks and innovative technology platforms that connect 20 million customers who subscribe to 35 million services as of December 31, 2012.
Liberty Global's consumer brands include UPC, Unitymedia, KabelBW, Telenet and VTR. Our operations also include Chellomedia, our content division, UPC Business, a commercial services division and Liberty Global Ventures, our investment fund. For more information, please visit www.lgi.com.
We began accounting for Austar United Communications Limited ("Austar") as a discontinued operation effective December 31, 2011. The results of operations, subscriber metrics and cash flows of Austar have been classified as a discontinued operation for all periods presented. Accordingly, the financial and statistical information presented herein includes only our continuing operations, unless otherwise indicated.
Please see page 20 for the definition of revenue generating units ("RGUs"). Organic figures exclude RGUs of acquired entities at the date of acquisition, but include the impact of changes in RGUs from the date of acquisition. All subscriber/RGU additions or losses refer to net organic changes, unless otherwise noted.
For purposes of calculating rebased growth rates on a comparable basis for all businesses that we owned during 2011 and 2012, we have adjusted our historical revenue and OCF for the three months and year ended December 31, 2011 to (i) include the pre-acquisition revenue and OCF of certain entities acquired during 2011 and 2012 in the respective 2011 rebased amounts to the same extent that the revenue and OCF of such entities are included in our 2012 results, (ii) exclude a small disposition to the extent that the revenue and OCF are included in our 2011 results and (iii) reflect the translation of our rebased amounts for the 2011 periods at the applicable average exchange rates that were used to translate our 2012 results. Please see page 11 for supplemental information.
Please see page 14 for our operating cash flow definition and the required reconciliation.
Free Cash Flow ("FCF") is defined as net cash provided by our operating activities, plus (i) excess tax benefits related to the exercise of stock incentive awards and (ii) cash payments for direct acquisition costs, less (a) capital expenditures, as reported in our consolidated cash flow statements, (b) principal payments on vendor financing obligations and (c) principal payments on capital leases (exclusive of the portions of the network lease in Belgium and the duct leases in Germany that we assumed in connection with certain acquisitions), with each item excluding any cash provided or used by our discontinued operations. We also present Adjusted FCF, which adjusts FCF to eliminate the incremental FCF deficit associated with the VTR Wireless mobile initiative and, during 2011, the payments associated with the capital structure of the predecessor of Unitymedia KabelBW GmbH ("Old Unitymedia"). Please see page 16 for more information on FCF and Adjusted FCF and the required reconciliations.
On February 5, 2013, Liberty Global and Virgin Media Inc. ("Virgin Media") (NASDAQ: VMED; LSE: VMED) announced that they have entered into an agreement, subject to shareholder and regulatory approvals, pursuant to which Liberty Global will acquire Virgin Media in a stock and cash merger. Under the terms of the agreement, Virgin Media shareholders will receive $17.50 in cash, 0.2582 Liberty Global Series A shares and 0.1928 Liberty Global Series C shares for each Virgin Media share that they hold. Please see our press release dated February 5, 2013 for further details.
Refers to cash at the parent and non-operating subsidiaries. Additionally, our cash and cash equivalents balance for these purposes includes $1,069 million of restricted cash that was released from restrictions after completion of the LGI Telenet Tender Offer (see below).
Liquidity refers to our consolidated cash and cash equivalents plus our aggregate unused borrowing capacity, as represented by the maximum undrawn commitments under our subsidiaries' applicable facilities without regard to covenant compliance calculations.
Our fully-swapped debt borrowing cost represents the weighted average interest rate on our aggregate variable and fixed rate indebtedness (excluding capital lease obligations), including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of financing costs.
Certain of our business-to-business ("B2B") revenue is derived from SOHO subscribers that pay a premium price to receive enhanced service levels along with video, internet or telephony services that are the same or similar to the mass marketed products offered to our residential subscribers. Effective January 1, 2012, we recorded non-organic adjustments to begin including the SOHO subscribers of our UPC/Unity Division in our RGU and customer counts. As a result, all mass marketed products provided to SOHOs, whether or not accompanied by enhanced service levels and/or premium prices, are now included in the respective RGU and customer counts of our broadband communications operations, with only those services provided at premium prices considered to be "SOHO RGUs" or "SOHO customers." With the exception of our B2B SOHO subscribers, we generally do not count customers of B2B services as customers or RGUs for external reporting purposes. RGU, customer, bundling and ARPU amounts presented for periods prior to January 1, 2012 have not been restated to reflect this change.
References to western Europe include our operations in Germany, the Netherlands, Switzerland, Austria and Ireland, as well as in Belgium. References to our Western Europe reporting segment include the aforementioned countries, with the exception of Belgium.
Digital penetration is calculated by dividing the number of digital cable RGUs by the total number of digital and analog cable RGUs.
OCF margin is calculated by dividing OCF by total revenue for the applicable period.
Our property and equipment additions include our capital expenditures, as reported in our consolidated cash flow statements, and the impacts of related changes in our current liabilities and amounts that are financed under vendor financing or capital lease arrangements.
Total debt includes capital lease obligations.
On December 17, 2012, we launched a voluntary and conditional cash public offer, at an offer price of €35.00 per share, for (i) all of Telenet's issued shares that we did not already own or that were not held by Telenet and (ii) certain of Telenet's outstanding vested and unvested employee warrants (the "LGI Telenet Tender"). Pursuant to the LGI Telenet Tender, which was completed on February 1, 2013, we acquired (i) 9,497,637 of Telenet's issued shares, and (ii) 3,000 of the outstanding and vested warrants. In connection with the launch of the LGI Telenet Tender, we were required to place €1,143 million ($1,508 million) of cash into a restricted account. On February 1, 2013, we used €333 million ($439 million) of this restricted cash account to fund the LGI Telenet Tender and the remaining amount was released from restrictions.
The $2.2 billion amount reflects the aggregate unused borrowing capacity, as represented by the maximum undrawn commitments under our subsidiaries' applicable facilities without regard to covenant compliance calculations. Upon completion of Q4 2012 compliance reporting, we would expect to be able to borrow approximately $1.8 billion of this aggregate borrowing capacity.
Our gross and net debt ratios are defined as total debt and net debt to annualized OCF of the latest quarter. Net debt is defined as total debt less cash and cash equivalents. Additionally, our cash and cash equivalent balance for these purposes includes approximately $1,069 million of restricted cash that was released from restrictions after completion of the LGI Telenet Tender Offer. For our adjusted ratios, the debt amount excludes the loan that is backed by the shares we hold in Sumitomo Corporation.
Liberty Global, Inc.
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LIABILITIES AND EQUITY
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Liberty Global, Inc.
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