(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification #) | ||
Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered |
Exhibit No. | Exhibit Name |
99.1 | |
101.SCH | XBRL Inline Taxonomy Extension Schema Document. |
101.CAL | XBRL Inline Taxonomy Extension Calculation Linkbase Document. |
101.DEF | XBRL Inline Taxonomy Extension Definition Linkbase. |
101.LAB | XBRL Inline Taxonomy Extension Label Linkbase Document. |
101.PRE | XBRL Inline Taxonomy Extension Presentation Linkbase Document. |
104 | Cover Page Interactive Data File.* (formatted as Inline XBRL and contained in Exhibit 101) |
LIBERTY LATIN AMERICA LTD. | ||
By: | /s/ MICHAEL D. OLIVER | |
Michael D. Oliver | ||
Vice President, Global Financial Reporting | ||
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Exhibit 99.1 | |
1. | People and safety |
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2. | Network |
3. | Commercial |
• | We made sure that our technicians could handle the increased volume of installs and to do it safely; |
• | We implemented and expanded self-install processes; |
• | We created virtual stores; |
• | We enabled our call centers to work from home; |
• | We implemented a new WhatsApp channel for customers to service their accounts; |
• | We created new connectivity plans for customers that are facing economic hardship; and |
• | We put in new ways for customers to pay us with roving cash collection vans and digital channels. |
4. | Government Affairs |
5. | COVID-19 Task Force |
1) | Scenario plan to stress test our business; |
2) | Identify areas in which we should reduce costs and areas in which we should continue to invest for the future; and |
3) | Innovate and prepare our company for a post-Coronavirus world. |
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6. | Finance/Treasury |
7. | M&A |
8. | Governance |
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• | C&W's improved operational execution drove strong Q1 performance: |
◦ | Record Q1 RGU additions of 38,000, up 22% YoY |
◦ | New build / upgrade activity added ~40,000 homes, mainly in Panama and Jamaica |
◦ | Robust financial performance with rebased revenue growth of 2% and OCF growth of 6% |
• | VTR/Cabletica steady start to the year: |
◦ | Continued broadband RGU growth with 21,000 additions |
◦ | Strong mobile and B2B growth in Chile |
◦ | New build / upgrade activity added ~30,000 homes |
• | Liberty Puerto Rico continued to deliver growth across operating and financial metrics: |
◦ | 9,000 RGU additions in Q1 driven by strong broadband performance |
◦ | Integration planning for AT&T assets progressing well |
◦ | Q1 rebased OCF growth of 4% to $51 million |
• | Due to the lack of visibility on the duration and extent of impacts related to the COVID-19 pandemic, we are withdrawing previously provided financial guidance at this time. |
Liberty Latin America | Q1 2020 | Q1 2019 | YoY Growth/(Decline)* | ||||||||
(in millions, except % amounts) | |||||||||||
Revenue | $ | 931 | $ | 943 | 1.6 | % | |||||
OCF | $ | 364 | $ | 366 | 4.2 | % | |||||
Property & equipment additions | $ | 133 | 139 | (4.5 | %) | ||||||
As a percentage of revenue | 14 | % | 15 | % | |||||||
Operating income | $ | 108 | $ | 113 | (4.9 | %) | |||||
Adjusted FCF3 | $ | (49 | ) | $ | 48 | ||||||
Cash provided by operating activities | $ | 115 | $ | 188 | |||||||
Cash used by investing activities | $ | (147 | ) | $ | (286 | ) | |||||
Cash provided by financing activities | $ | 455 | $ | 39 | |||||||
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• | In December 2019, COVID-19 was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a “pandemic,” pointing to the sustained risk of further global spread. To date, confirmed cases of COVID-19 are present in each of the markets in which we operate. |
• | Through March 31, 2020, COVID-19 has not had a material impact on our financial position, results of operations or liquidity. The extent to which COVID-19 impacts our future operational and financial performance will depend on a number of uncertain developments, which include, among other factors: |
◦ | the duration and spread of the outbreak; |
◦ | the ability of governments and medical professionals in our markets to respond to the outbreak; |
◦ | the impact of government regulations imposed in response to the pandemic; |
◦ | the impact on our customers and our sales cycles; |
◦ | the impact on actual and expected customer receivable collection patterns; |
◦ | the impact on our employees, including that from labor shortages or work from home initiatives; |
◦ | the impacts on foreign currency and interest rate fluctuations; and |
◦ | the effect on our vendors, as COVID-19 could have adverse impacts on our supply chain thereby impacting our customers’ ability to use our services. |
• | Given the impacts of COVID-19 continue to rapidly evolve, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain and cannot be predicted at this time. If the disruptions we are experiencing were to worsen or extend over a prolonged period, COVID-19 could have a material adverse impact on our results of operations and cash flows, financial condition and liquidity. |
• | As COVID-19 continues to spread, we have, and expect to continue to take, a variety of measures to promote the safety and security of our employees, and ensure the availability of our communication services. To this end, we have upgraded our network in an effort to handle peak traffic, accelerated our digital transformation efforts, initiated moves to self-installations for as many of our services and customers as possible, are developing innovative pricing plans that meet our customers’ needs across our prepaid products, our fixed products, our Pay-TV products, and our B2B products, and continue to evaluate and change our cost structure. |
◦ | In this regard, in an effort to mitigate potential revenue challenges that may arise from COVID-19, and based on our current view of the potential impacts of COVID-19 on our business, we have identified and begun to take actions that are expected to help reduce certain fixed-related operating costs and capital costs by approximately $150 million during the remainder of 2020, of which approximately half relates to operating costs and expenses. |
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Three months ended | |||||
March 31, | |||||
2020 | 2019 | ||||
Organic RGU net additions by product | |||||
Video | 4,600 | 14,900 | |||
Data | 48,400 | 50,100 | |||
Voice | 7,000 | 8,000 | |||
Total | 60,000 | 73,000 | |||
Organic RGU net additions by segment | |||||
C&W | 38,400 | 31,600 | |||
VTR/Cabletica | 12,600 | 19,700 | |||
Liberty Puerto Rico | 9,000 | 21,700 | |||
Total | 60,000 | 73,000 | |||
Organic Mobile SIM additions (losses) by product | |||||
Postpaid | 4,800 | 10,400 | |||
Prepaid | (43,500 | ) | 400 | ||
Total | (38,700 | ) | 10,800 | ||
Organic Mobile SIM additions (losses) by segment | |||||
C&W | (42,800 | ) | 800 | ||
VTR/Cabletica | 4,100 | 10,000 | |||
Total | (38,700 | ) | 10,800 | ||
• | Fixed customer additions: Organic additions of 31,000 in Q1 2020 with gains in each reporting segment, led by VTR/Cabletica with 16,000. |
◦ | C&W reported a record quarter, with 10,000 customer additions, 25% above the prior-year period. |
• | Product additions: Organic fixed RGU additions of 60,000 in Q1 2020 were driven by broadband subscriber growth. Mobile organic losses totaled 39,000 in the quarter. |
• | C&W added 38,000 fixed RGUs during the quarter; our best Q1 result since 2016. This included 20,000 and 14,000 net additions in Jamaica and Panama, respectively. |
◦ | Broadband RGU additions of 21,000 were up 5,000 year-over-year, supported by improvements in operational execution and our ongoing new build / upgrade program. Gains were driven by continued success in our largest markets of Jamaica and Panama, with additions of 11,000 and 6,000 RGUs, respectively. Markets in C&W's Other category also performed strongly, adding 4,000 broadband RGUs. |
◦ | Video RGU additions of 5,000 were nearly double the prior-year quarter, driven by Barbados Jamaica and Panama, where we added 2,000 subscribers in each market. |
◦ | Fixed-line telephony RGU additions of 12,000 were in-line year-over-year, and again driven by Jamaica and Panama, where we added 7,000 and 5,000 subscribers, respectively. |
◦ | Mobile subscribers declined by 43,000 in Q1 compared to additions of 1,000 in the prior-year period. The year-over-year decline was driven by a 35,000 swing in Panama from |
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• | VTR/Cabletica added 13,000 fixed RGUs during Q1. VTR added 6,000 RGUs driven by 14,000 broadband additions, despite some residual impact from prior social unrest, offset by 8,000 fixed-line telephony RGU losses. Cabletica added 7,000 RGUs in total, driven by broadband. |
◦ | VTR delivered another quarter of growth in mobile, adding 4,000 subscribers in Q1 and taking our overall base to 305,000. At March 31, 2020, over 95% of VTR's mobile subscribers were on postpaid plans. |
• | Liberty Puerto Rico added 9,000 fixed RGUs in Q1 driven by broadband additions over our leading, high-speed network. Our Q1 2020 performance was particularly robust given disruption to sales activity related to the earthquakes early in the quarter. Strong additions in Q1 2019 were driven by the recovery of our subscriber base following Hurricane Maria. |
Three months ended | Increase/(decrease) | |||||||||||
March 31, | ||||||||||||
2020 | 2019 | % | Rebased % | |||||||||
in millions, except % amounts | ||||||||||||
C&W | $ | 588.6 | $ | 569.8 | 3.3 | 1.6 | ||||||
VTR/Cabletica | 240.1 | 276.5 | (13.2 | ) | 1.2 | |||||||
Liberty Puerto Rico | 104.6 | 98.6 | 6.1 | 3.2 | ||||||||
Intersegment eliminations | (2.3 | ) | (2.2 | ) | 4.5 | 4.5 | ||||||
Total | $ | 931.0 | $ | 942.7 | (1.2 | ) | 1.6 | |||||
• | Our reported revenue for the three months ended March 31, 2020 decreased by 1%. |
◦ | The reported revenue decline was largely driven by (1) a net negative foreign exchange (“FX”) impact of $47 million, primarily related to a 21% appreciation of the US dollar in relation to the Chilean peso, and (2) a $15 million reduction as compared to the prior-year period from the disposal of C&W's Seychelles business. These declines were partially offset by (1) $32 million related to the acquisition of UTS and (2) organic growth in each of our reportable segments. |
• | C&W: Rebased revenue growth of 2% year-over-year. |
◦ | B2B revenue grew by 4% on a rebased basis. This growth was driven by subsea network revenue, which included an $8 million year-over-year increase associated with revenue recognized on a cash basis for services provided to a significant customer, as well as growth in B2B service revenue. |
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◦ | Fixed residential revenue was up 5% on a rebased basis, driven by subscriber growth in our largest markets. |
◦ | Mobile revenue was 6% lower on a rebased basis. The decline was primarily driven by ARPU reductions year-over-year. Reduced subscribers, primarily due to competitive pressures in Panama and the Bahamas, were partly offset by higher average mobile subscribers in Jamaica where we have successfully built our subscriber base over the past twelve months. |
• | VTR/Cabletica: Rebased revenue growth of 1% was driven by broadband performance in both Chile and Costa Rica, as we continued to add subscribers across our expanding high-speed footprints. In Chile, we also generated growth in mobile and B2B services through subscriber additions. |
• | Liberty Puerto Rico: Rebased revenue growth of 3% was primarily driven by broadband subscriber additions, reflecting the strength of our networks and entertainment propositions. This growth was despite $2 million of credits issued to customers as a result of power outages following earthquakes early in the quarter. |
• | Operating income was $108 million and $113 million for the three months ended March 31, 2020 and 2019, respectively. |
◦ | Operating income decreased during Q1 2020, as compared with Q1 2019, primarily due to (i) increased share-based compensation expense, as certain bonuses will be settled with shares, and (ii) slightly lower OCF, as further discussed below. These items were partially offset by (i) lower depreciation and amortization expense and (ii) lower impairment, restructuring and other operating items, net. |
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Three months ended | Increase (decrease) | |||||||||||
March 31, | ||||||||||||
2020 | 2019 | % | Rebased % | |||||||||
in millions, except % amounts | ||||||||||||
C&W | $ | 232.8 | $ | 222.5 | 4.6 | 6.4 | ||||||
VTR/Cabletica | 93.4 | 106.9 | (12.6 | ) | 1.9 | |||||||
Liberty Puerto Rico | 50.5 | 47.9 | 5.4 | 3.8 | ||||||||
Corporate | (12.8 | ) | (11.5 | ) | 11.3 | 31.5 | ||||||
Total | $ | 363.9 | $ | 365.8 | (0.5 | ) | 4.2 | |||||
OCF Margin | 39.1 | % | 38.8 | % | ||||||||
• | Our reported OCF for the three months ended March 31, 2020 decreased by 1%. |
◦ | Reported OCF decline was primarily driven by (1) a net negative FX impact of $18 million, mainly related to the Chilean peso and (2) a $6 million reduction, as compared to the prior-year period from the disposal of C&W's Seychelles business. This was partially offset by (1) an increase of $11 million related to the acquisition of UTS, (2) organic growth in each of our reportable segments, and (3) lower bonus-related expenses in the current year related to certain amounts that will be settled with shares. |
• | C&W: Rebased OCF growth of 6% was due in part to the aforementioned 2% rebased revenue growth as well as lower programming costs in Q1 due to reduced sports content costs. |
• | VTR/Cabletica: Rebased OCF growth of 2% was driven by the segment's 1% rebased revenue growth. |
• | Liberty Puerto Rico: Rebased OCF was 4% higher than the prior-year period, driven by the previously mentioned revenue growth. Liberty Puerto Rico continues to have the highest OCF margin of our reporting segments at 48% in Q1 2020. |
• | Corporate: The increase in corporate costs was primarily due to higher personnel costs and professional services, including with respect to establishing our new operations center in Panama. |
• | Net loss attributable to shareholders was $181 million and $42 million for the three months ended March 31, 2020 and 2019, respectively. |
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Three months ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
in millions, except % amounts | |||||||
Customer Premises Equipment | $ | 67.1 | $ | 71.9 | |||
New Build & Upgrade | 28.2 | 21.6 | |||||
Capacity | 6.1 | 10.9 | |||||
Baseline | 19.6 | 23.3 | |||||
Product & Enablers | 11.9 | 11.4 | |||||
Property and equipment additions | 132.9 | 139.1 | |||||
Assets acquired under capital-related vendor financing arrangements | (23.6 | ) | (10.9 | ) | |||
Assets acquired under finance leases | — | (0.1 | ) | ||||
Changes in current liabilities related to capital expenditures | 39.9 | 31.5 | |||||
Capital expenditures* | $ | 149.2 | $ | 159.6 | |||
Property and equipment additions as % of revenue | 14.3 | % | 14.8 | % | |||
Property and Equipment Additions of our Reportable Segments: | |||||||
C&W | $ | 70.5 | $ | 63.6 | |||
VTR/Cabletica | 44.9 | 54.1 | |||||
Liberty Puerto Rico | 13.3 | 19.8 | |||||
Corporate | 4.2 | 1.6 | |||||
Property and equipment additions | $ | 132.9 | $ | 139.1 | |||
* | The capital expenditures that we report in our condensed consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. |
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• | C&W: Property and equipment additions of $71 million represented 12% of revenue in Q1 2020, an increase compared to 11% of revenue in the prior-year period. The higher quarter-over-quarter spend was driven by restoration activity following Hurricane Dorian in the Bahamas and increased customer premise equipment related to higher installation volumes. |
◦ | In Q1 2020, new build and upgrade initiatives delivered approximately 40,000 new or upgraded homes. |
• | VTR/Cabletica: Property and equipment additions of $45 million represented 19% of revenue in Q1 2020, a decline compared to 20% of revenue in the prior-year period. The decrease was primarily driven by lower customer premise equipment costs partly offset by higher new build material and labor costs, year-over-year. |
◦ | In Q1 2020, new build and upgrade initiatives delivered approximately 30,000 new or upgraded homes in Chile and Costa Rica. |
• | Liberty Puerto Rico: Property and equipment additions of $13 million represented 13% of revenue in Q1 2020, a decline compared to 20% of revenue in the prior-year period. The Q1 2019 period had higher customer premise equipment costs associated with greater RGU additions and higher new build costs. |
◦ | In Q1 2020, new build initiatives delivered over 5,000 new homes. |
• | Total principal amount of debt and finance leases: $8,978 million, including (i) debt of $1,253 million borrowed by Liberty Puerto Rico to fund the AT&T Acquisition (with the corresponding cash held in escrow) and (ii) debt of $313 million, $92 million and $63 million at C&W, VTR Finance and Liberty Puerto Rico, respectively, under the respective borrowing group's revolving credit facilities, the proceeds of which are included in cash and cash equivalents in our condensed consolidated balance sheet as of March 31, 2020. |
• | Leverage ratios: Consolidated gross and net leverage ratios of 5.6x and 3.8x, respectively, as calculated on a latest two quarters annualized ("L2QA") basis. Excluding the incremental debt to fund the AT&T Acquisition, our consolidated gross leverage ratio would decline to 4.8x. |
• | Average debt tenor5: 6.2 years, with approximately 93% not due until 2024 or beyond. |
• | Borrowing costs: Blended, fully-swapped borrowing cost of our debt was approximately 6.4%. When excluding the discount on the convertible notes associated with the conversion option, the weighted average interest rate was 6.1%. |
• | Cash and borrowing availability: $2,853 million of cash (including $1,260 million of restricted cash held in escrow to fund the AT&T Acquisition) and $650 million of aggregate unused borrowing capacity6 under our revolving credit facilities. |
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1. | The indicated growth rates are rebased for the estimated impacts of (i) an acquisition, (ii) a disposal, (iii) FX, (iv) for the C&W and Liberty Puerto Rico segments, the impact of a small common control transaction between these segments, and (v) for the C&W segment and our corporate operations, the impact of the transfer of our captive insurance operation from our C&W segment to our corporate operations. See Rebase Information below. |
2. | For the definition of Operating Cash Flow (“OCF”) and required reconciliations, see OCF Definition and Reconciliation below. |
3. | For the definition of Adjusted Free Cash Flow (“Adjusted FCF”) and required reconciliations, see Adjusted Free Cash Flow Definition and Reconciliation below. |
4. | See Glossary for the definition of RGUs and mobile subscribers. Organic figures exclude RGUs and mobile subscribers of acquired entities at the date of acquisition and other nonorganic adjustments, but include the impact of changes in RGUs and mobile subscribers from the date of acquisition. All subscriber/RGU additions or losses refer to net organic changes, unless otherwise noted. UTS is only included in the Q1 2020 period. |
5. | For purposes of calculating our average tenor, total debt excludes vendor financing and finance lease obligations. |
6. | At March 31, 2020, we had undrawn commitments of $650 million. At March 31, 2020, the full amount of unused borrowing capacity under our subsidiaries' revolving credit facilities was available to be borrowed, both before and after completion of the March 31, 2020 compliance reporting requirements. For information regarding limitations on our ability to access this liquidity, see the discussion under "Material Changes in Financial Condition" in our most recently filed Quarterly Report on Form 10-Q. |
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Revenue | OCF | ||||||
in millions | |||||||
Acquisition | $ | 34.0 | $ | 6.9 | |||
Disposal | (14.9 | ) | (5.6 | ) | |||
Foreign currency | (46.7 | ) | (17.7 | ) | |||
Total | $ | (27.6 | ) | $ | (16.4 | ) | |
Three months ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
in millions | |||||||
Operating income | $ | 107.8 | $ | 113.3 | |||
Share-based compensation expense | 23.8 | 14.7 | |||||
Depreciation and amortization | 213.5 | 217.3 | |||||
Impairment, restructuring and other operating items, net | 18.8 | 20.5 | |||||
Total OCF | $ | 363.9 | $ | 365.8 | |||
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Debt | Finance lease obligations | Debt and finance lease obligations | Cash, cash equivalents and restricted cash | ||||||||||||
in millions | |||||||||||||||
Liberty Latin America1 | $ | 405.0 | $ | 1.3 | $ | 406.3 | $ | 562.4 | |||||||
C&W | 4,549.3 | 1.6 | 4,550.9 | 705.6 | |||||||||||
VTR | 1,635.0 | — | 1,635.0 | 210.9 | |||||||||||
Liberty Puerto Rico2 | 2,262.5 | — | 2,262.5 | 1,379.2 | |||||||||||
Cabletica | 123.5 | — | 123.5 | 13.6 | |||||||||||
Total | $ | 8,975.3 | $ | 2.9 | $ | 8,978.2 | $ | 2,871.7 | |||||||
1. | Represents the amount held by Liberty Latin America on a standalone basis plus the aggregate amount held by subsidiaries of Liberty Latin America that are outside our borrowing groups. Subsidiaries of Liberty Latin America that are outside our borrowing groups rely on funds provided by our borrowing groups to satisfy their liquidity needs. |
2. | Debt amount includes $1,253 million borrowed by Liberty Puerto Rico to fund the AT&T Acquisition. Cash amount includes $1,260 million of restricted cash held in escrow to fund a portion of the AT&T Acquisition. |
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Three months ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
in millions | |||||||
Net cash provided by operating activities | $ | 114.9 | $ | 187.8 | |||
Cash payments (recoveries) for direct acquisition and disposition costs | 1.4 | (1.3 | ) | ||||
Expenses financed by an intermediary1 | 32.5 | 31.3 | |||||
Capital expenditures | (149.2 | ) | (159.6 | ) | |||
Recovery on damaged or destroyed property and equipment | — | 33.9 | |||||
Distributions to noncontrolling interest owners | (0.7 | ) | — | ||||
Principal payments on amounts financed by vendors and intermediaries | (43.8 | ) | (42.3 | ) | |||
Pre-acquisition net interest payments (receipts)2 | (3.0 | ) | — | ||||
Principal payments on finance leases | (0.6 | ) | (1.4 | ) | |||
Adjusted FCF | $ | (48.5 | ) | $ | 48.4 | ||
1. | For purposes of our condensed consolidated statements of cash flows, expenses, including value-added taxes, financed by an intermediary are treated as hypothetical operating cash outflows and hypothetical financing cash inflows when the expenses are incurred. When we pay the financing intermediary, we record financing cash outflows in our condensed consolidated statements of cash flows. For purposes of our Adjusted FCF definition, we add back the hypothetical operating cash outflows when these financed expenses are incurred and deduct the financing cash outflows when we pay the financing intermediary. |
2. | Amount primarily represents interest received on the AT&T Acquisition Restricted Cash. |
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Three months ended March 31, | FX-Neutral1 | ||||||||||||
2020 | 2019 | % Change | % Change | ||||||||||
Liberty Latin America2,3,4 | $ | 47.37 | $ | 51.44 | (7.9 | %) | (0.4 | %) | |||||
C&W2,3,4 | $ | 47.62 | $ | 46.46 | 2.5 | % | 3.4 | % | |||||
VTR/Cabletica | $ | 40.74 | $ | 48.42 | (15.9 | %) | (2.0 | %) | |||||
VTR | CLP | 32,517 | CLP | 33,029 | (1.6 | %) | (1.6 | %) | |||||
Cabletica | CRC | 24,113 | CRC | 25,280 | (4.6 | %) | (4.6 | %) | |||||
Liberty Puerto Rico | $ | 75.69 | $ | 76.79 | (1.4 | %) | (1.4 | %) | |||||
Three months ended March 31, | FX-Neutral1 | ||||||||||||
2020 | 2019 | % Change | % Change | ||||||||||
Liberty Latin America2,3,4 | $ | 13.32 | $ | 14.08 | (5.4 | %) | (2.6 | %) | |||||
C&W2,3,4 | $ | 13.07 | $ | 13.58 | (3.8 | %) | (2.8 | %) | |||||
VTR6 | $ | 16.07 | $ | 20.07 | (19.9 | %) | (3.6 | %) | |||||
1. | The FX-neutral change represents the percentage change on a year-over-year basis adjusted for FX impacts and is calculated by adjusting the current-year figures to reflect translation at the foreign currency rates used to translate the prior-year amounts. |
2. | In order to provide a more meaningful comparison of ARPU per customer relationship and ARPU per mobile subscriber, we have reflected any nonorganic adjustments in the customer and mobile subscriber figures used to calculate ARPU per customer relationship and ARPU per mobile subscriber for the three months ended March 31, 2019. |
3. | The amounts for the three months ended March 31, 2019 do not include UTS. |
4. | The amounts for the three months ended March 31, 2019 exclude the revenue from our operations in the Seychelles. This allows for a more accurate comparison to Q1 2020, as these operations were sold during November 2019. |
5. | Mobile ARPU amounts are calculated excluding interconnect revenue. |
6. | The mobile ARPU amounts in Chilean pesos for the three months ended March 31, 2020 and 2019 are CLP 12,909 and CLP 13,387, respectively. |
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Three months ended | ||||||||||
March 31, | Rebased change1 | |||||||||
2020 | 2019 | |||||||||
in millions, except % amounts | ||||||||||
Residential revenue: | ||||||||||
Residential fixed revenue: | ||||||||||
Subscription revenue: | ||||||||||
Video | $ | 44.9 | $ | 43.9 | ||||||
Broadband internet | 71.0 | 60.2 | ||||||||
Fixed-line telephony | 24.3 | 24.3 | ||||||||
Total subscription revenue | 140.2 | 128.4 | ||||||||
Non-subscription revenue | 16.9 | 15.0 | ||||||||
Total residential fixed revenue | 157.1 | 143.4 | 4.8 | % | ||||||
Residential mobile revenue: | ||||||||||
Service revenue | 130.9 | 135.0 | ||||||||
Interconnect, equipment sales and other | 17.6 | 19.0 | ||||||||
Total residential mobile revenue | 148.5 | 154.0 | (6.0 | %) | ||||||
Total residential revenue | 305.6 | 297.4 | (0.8 | %) | ||||||
B2B revenue: | ||||||||||
Service revenue | 213.4 | 210.9 | ||||||||
Subsea network revenue | 69.6 | 61.5 | ||||||||
Total B2B revenue | 283.0 | 272.4 | 4.2 | % | ||||||
Total | $ | 588.6 | $ | 569.8 | 1.6 | % | ||||
OCF | $ | 232.8 | $ | 222.5 | 6.4 | % | ||||
Operating income | $ | 57.5 | $ | 52.3 | ||||||
Share-based compensation expense | 7.4 | 3.7 | ||||||||
Depreciation and amortization | 147.6 | 150.6 | ||||||||
Related-party fees and allocations | 11.0 | 7.9 | ||||||||
Impairment, restructuring and other operating items, net | 9.3 | 8.0 | ||||||||
OCF | 232.8 | 222.5 | ||||||||
Noncontrolling interests' share of OCF | 32.1 | 38.3 | ||||||||
Proportionate OCF | $ | 200.7 | $ | 184.2 | ||||||
OCF as a percentage of revenue | 39.6 | % | 39.0 | % | ||||||
Operating income as a percentage of revenue | 9.8 | % | 9.2 | % | ||||||
1. | Indicated growth rates are rebased for the estimated impacts of the UTS acquisition, the transfer of certain B2B operations in Puerto Rico from our C&W segment to our Liberty Puerto Rico segment, the Seychelles disposal, the transfer of our captive insurance operations from our C&W segment to our corporate operations and FX. |
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March 31, | December 31, | ||||||||||
Facility Amount | 2020 | 2019 | |||||||||
in millions | |||||||||||
Credit Facilities: | |||||||||||
Revolving Credit Facility due 2023 (LIBOR + 3.25%) | $ | 50.0 | $ | 25.0 | $ | — | |||||
Revolving Credit Facility due 2026 (LIBOR + 3.25%) | $ | 575.0 | 287.5 | — | |||||||
Term Loan Facility B-4 due 2026 (LIBOR + 3.25%) | $ | 1,640.0 | — | 1,640.0 | |||||||
Term Loan Facility B-5 due 2028 (LIBOR + 2.25%) | $ | 1,510.0 | 1,510.0 | — | |||||||
Total Senior Secured Credit Facilities | 1,822.5 | 1,640.0 | |||||||||
Notes: | |||||||||||
Senior Secured Notes: | |||||||||||
5.75% USD Senior Secured Notes due 2027 | $ | 550.0 | 550.0 | 400.0 | |||||||
Senior Notes: | |||||||||||
7.5% USD Senior Notes due 2026 | $ | 500.0 | 500.0 | 500.0 | |||||||
6.875% USD Senior Notes due 2027 | $ | 1,220.0 | 1,220.0 | 1,220.0 | |||||||
Total Notes | 2,270.0 | 2,120.0 | |||||||||
Other Regional Debt | 370.8 | 366.1 | |||||||||
Vendor financing | 86.0 | 71.3 | |||||||||
Finance lease obligations | 1.6 | 2.2 | |||||||||
Total debt and finance lease obligations | 4,550.9 | 4,199.6 | |||||||||
Premiums, discounts and deferred financing costs, net | (31.6 | ) | (22.7 | ) | |||||||
Total carrying amount of debt and finance lease obligations | 4,519.3 | 4,176.9 | |||||||||
Less: cash and cash equivalents | 687.0 | 434.7 | |||||||||
Net carrying amount of debt and finance lease obligations | $ | 3,832.3 | $ | 3,742.2 | |||||||
• | In January 2020, C&W (i) entered into a $1,510 million term loan facility due January 2028 that bears interest at LIBOR + 2.25% and (ii) issued an additional $150 million of 5.75% USD Senior Secured Notes due 2027 (increasing the total outstanding notional to $550 million) at a price of 106% of par. The net proceeds from these transactions were primarily used to repay, in full, the $1,640 million outstanding principal amount of the Term Loan Facility B-4 due 2026 bearing interest at LIBOR + 3.25%. |
• | In March 2020, we borrowed $313 million under the C&W Revolving Credit Facility, which is included in cash and cash equivalents on our condensed consolidated balance sheet as of March 31, 2020. |
• | At March 31, 2020, our total and proportionate net debt were each $3.8 billion, our Fully-swapped Borrowing Cost was 6.0%, and the average tenor of our debt obligations (excluding vendor financing) was approximately 6.9 years. |
• | Our portion of OCF, after deducting the noncontrolling interests' share, (“Proportionate OCF”) was $201 million in Q1 2020 and $184 million for Q1 2019. |
• | Based on Q1 results, our Proportionate Net Leverage Ratio was 4.09x, calculated in accordance with C&W's Credit Agreement. At March 31, 2020, we had maximum undrawn commitments of $426 million, including $114 million under our regional facilities. At March 31, 2020, the full amount of unused borrowing capacity under our credit facilities (including regional facilities) was available to be borrowed, both before and after completion of the March 31, 2020 compliance reporting requirements. |
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Three months ended | ||||||||
March 31, | ||||||||
2020 | 2019 | Change | ||||||
CLP in billions, except % amounts | ||||||||
Revenue | 165.7 | 162.8 | 1.8 | % | ||||
OCF | 64.1 | 63.2 | 1.4 | % | ||||
Operating income | 27.9 | 27.1 | ||||||
Share-based compensation expense | 1.6 | 0.9 | ||||||
Related-party fees and allocations | 3.8 | 2.2 | ||||||
Depreciation | 29.3 | 26.0 | ||||||
Impairment, restructuring and other operating items, net | 1.5 | 7.0 | ||||||
OCF | 64.1 | 63.2 | ||||||
OCF as a percentage of revenue | 38.7 | % | 38.8 | % | ||||
Operating income as a percentage of revenue | 16.8 | % | 16.6 | % | ||||
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March 31, | December 31, | ||||||||
2020 | 2019 | ||||||||
Borrowing currency in millions | CLP equivalent in billions | ||||||||
Credit Facilities: | |||||||||
Term Loan Facility B-1 due 20231 (ICP2+ 3.80%) | CLP 140,900 | 140.9 | 140.9 | ||||||
Term Loan Facility B-2 due 2023 (7.000%) | CLP 33,100 | 33.1 | 33.1 | ||||||
Revolving Credit Facility A due 2023 (TAB3+3.35%) | CLP 45,000 | — | — | ||||||
Revolving Credit Facility B due 20244 (LIBOR + 2.75%) | $ | 185.0 | 78.5 | — | |||||
Total Senior Secured Credit Facilities | 252.5 | 174.0 | |||||||
Senior Notes: | |||||||||
6.875% USD Senior Notes due 2024 | $ | 1,260.0 | 1,075.8 | 947.3 | |||||
Vendor Financing | 67.6 | 70.4 | |||||||
Total debt | 1,395.9 | 1,191.7 | |||||||
Deferred financing costs | (14.3 | ) | (13.8 | ) | |||||
Total carrying amount of debt | 1,381.6 | 1,177.9 | |||||||
Less: cash and cash equivalents | 180.1 | 92.2 | |||||||
Net carrying amount of debt | 1,201.5 | 1,085.7 | |||||||
Exchange rate (CLP to $) | 853.8 | 751.9 | |||||||
1. | Under the terms of the credit agreement, VTR is obligated to repay 50% of the outstanding aggregate principal amount of the Term Loan Facility B-1 on November 23, 2022, with the remaining principal amount due on May 23, 2023, which represents the ultimate maturity date of the facility. |
2. | Índice de Cámara Promedio rate. |
3. | Tasa Activa Bancaria rate. |
4. | Includes a $1 million credit facility that matures on May 23, 2023. |
• | In March 2020, we borrowed $92 million under the VTR RCF – B, which is included in cash and cash equivalents on our condensed consolidated balance sheet as of March 31, 2020. |
• | At March 31, 2020, our Fully-swapped Borrowing Cost was 6.5% and the average tenor of debt (excluding vendor financing) was approximately 3.7 years. |
• | Based on our results for Q1 2020, and subject to the completion of the corresponding compliance reporting requirements, our Consolidated Net Leverage ratio was 3.60x, calculated in accordance with the indenture governing the 6.875% USD Senior Notes due 2024. |
• | At March 31, 2020, we had maximum undrawn commitments of $93 million (CLP 79 billion) and CLP 45 billion. At March 31, 2020, the full amount of unused borrowing capacity under our credit facilities was available to be borrowed, both before and after completion of the March 31, 2020 compliance reporting requirements. |
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Facility amount | March 31, 2020 | December 31, 2019 | |||||||||
in millions | |||||||||||
Revolving Credit Facility due 2025 (LIBOR + 3.50%) | $ | 125.0 | $ | 62.5 | $ | — | |||||
Term Loan Facility due 2026 (LIBOR + 5.0%) | $ | 1,000.0 | 1,000.0 | 1,000.0 | |||||||
Senior Secured Notes due 2027 (6.75%) | $ | 1,200.0 | 1,200.0 | 1,200.0 | |||||||
Debt before discounts and deferred financing costs | 2,262.5 | 2,200.0 | |||||||||
Discounts and deferred financing costs | (25.9 | ) | (27.0 | ) | |||||||
Total carrying amount of debt | 2,236.6 | 2,173.0 | |||||||||
Less: cash, cash equivalents and restricted cash | 1,379.2 | 1,306.0 | |||||||||
Net carrying amount of debt | $ | 857.4 | $ | 867.0 | |||||||
• | In March 2020, we borrowed $63 million under the 2019 LPR Revolving Credit Facility, which is included in cash and cash equivalents on our condensed consolidated balance sheet as of March 31, 2020. |
• | Based on our results for Q1 2020, and subject to the completion of the corresponding compliance reporting requirements, our Consolidated Net Leverage Ratio was 4.43x, calculated in accordance with LPR’s Group Credit Agreement. |
• | At March 31, 2020, we had maximum undrawn commitments of $63 million. At March 31, 2020, the full amount of unused borrowing capacity under our revolving credit facility was available to be borrowed, both before and after completion of the March 31, 2020 compliance reporting requirements. |
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March 31, | December 31, | ||||||||
2020 | 2019 | ||||||||
Borrowing currency in millions | CRC equivalent in billions | ||||||||
Term Loan B-1 Facility due 20231 (LIBOR + 5.00%) | $ | 49.2 | 28.6 | 28.1 | |||||
Term Loan B-2 Facility due 20231 (TBP2 + 6.00%) | CRC 43,177.4 | 43.2 | 43.2 | ||||||
Revolving Credit Facility due 2023 (LIBOR + 4.25%) | $ | 15.0 | — | — | |||||
Debt before discounts and deferred financing costs | 71.8 | 71.3 | |||||||
Deferred financing costs | (1.3 | ) | (1.6 | ) | |||||
Total carrying amount of debt | 70.5 | 69.7 | |||||||
Less: cash and cash equivalents | 7.9 | 7.7 | |||||||
Net carrying amount of debt | 62.6 | 62.0 | |||||||
Exchange rate (CRC to $) | 581.0 | 571.3 | |||||||
1. | Under the terms of the credit agreement, Cabletica is obligated to repay 50% of the outstanding aggregate principal amounts of the Cabletica Term Loan B-1 Facility and the Cabletica Term Loan B-2 Facility on April 5, 2023, with the remaining respective principal amounts due on October 5, 2023, which represents the ultimate maturity date of the facilities. |
2. | Tasa Básica Pasiva rate. |
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Consolidated Operating Data — March 31, 2020 | ||||||||||||||||||||||||
Homes Passed | Two-way Homes Passed | Fixed-line Customer Relationships | Video RGUs | Internet RGUs | Telephony RGUs | Total RGUs | Total Mobile Subscribers2 | |||||||||||||||||
C&W: | ||||||||||||||||||||||||
Panama | 642,300 | 642,300 | 194,800 | 108,900 | 141,300 | 150,100 | 400,300 | 1,512,700 | ||||||||||||||||
Jamaica | 572,700 | 565,100 | 267,900 | 121,200 | 222,700 | 217,900 | 561,800 | 1,054,000 | ||||||||||||||||
The Bahamas1 | 120,900 | 120,900 | 39,000 | 6,200 | 23,200 | 36,700 | 66,100 | 199,400 | ||||||||||||||||
Trinidad and Tobago | 330,200 | 330,200 | 158,600 | 108,800 | 138,400 | 84,300 | 331,500 | — | ||||||||||||||||
Barbados | 140,400 | 140,400 | 82,600 | 31,500 | 67,500 | 72,300 | 171,300 | 123,100 | ||||||||||||||||
Other | 331,700 | 311,900 | 241,500 | 80,700 | 171,500 | 122,200 | 374,400 | 425,700 | ||||||||||||||||
C&W Total | 2,138,200 | 2,110,800 | 984,400 | 457,300 | 764,600 | 683,500 | 1,905,400 | 3,314,900 | ||||||||||||||||
VTR/Cabletica: | ||||||||||||||||||||||||
VTR | 3,721,500 | 3,293,100 | 1,524,700 | 1,099,100 | 1,331,400 | 540,000 | 2,970,500 | 304,900 | ||||||||||||||||
Cabletica | 604,900 | 599,000 | 259,000 | 207,400 | 200,800 | 23,400 | 431,600 | — | ||||||||||||||||
Total VTR/Cabletica | 4,326,400 | 3,892,100 | 1,783,700 | 1,306,500 | 1,532,200 | 563,400 | 3,402,100 | 304,900 | ||||||||||||||||
Liberty Puerto Rico | 1,118,400 | 1,118,400 | 409,800 | 221,600 | 360,100 | 212,400 | 794,100 | — | ||||||||||||||||
Total | 7,583,000 | 7,121,300 | 3,177,900 | 1,985,400 | 2,656,900 | 1,459,300 | 6,101,600 | 3,619,800 | ||||||||||||||||
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Organic Subscriber Variance Table — March 31, 2020 vs December 31, 2019 | ||||||||||||||||||||||||
Organic Change Summary: | Homes Passed | Two-way Homes Passed | Fixed-line Customer Relationships | Video RGUs | Internet RGUs | Telephony RGUs | Total RGUs | Total Mobile Subscribers2 | ||||||||||||||||
C&W: | ||||||||||||||||||||||||
Panama | 25,200 | 25,200 | 5,400 | 2,000 | 6,300 | 5,400 | 13,700 | (14,800 | ) | |||||||||||||||
Jamaica | 9,800 | 12,200 | 8,200 | 2,000 | 10,900 | 6,800 | 19,700 | (19,100 | ) | |||||||||||||||
The Bahamas1 | — | — | (3,100 | ) | (300 | ) | (1,200 | ) | (2,700 | ) | (4,200 | ) | (1,700 | ) | ||||||||||
Trinidad and Tobago | 600 | 600 | (300 | ) | (700 | ) | 700 | 2,700 | 2,700 | — | ||||||||||||||
Barbados | — | — | 100 | 2,100 | 800 | (400 | ) | 2,500 | (100 | ) | ||||||||||||||
Other | — | — | 100 | 100 | 3,700 | 200 | 4,000 | (7,100 | ) | |||||||||||||||
C&W Total | 35,600 | 38,000 | 10,400 | 5,200 | 21,200 | 12,000 | 38,400 | (42,800 | ) | |||||||||||||||
VTR/Cabletica: | ||||||||||||||||||||||||
VTR | 22,200 | 28,800 | 13,000 | (600 | ) | 14,300 | (7,700 | ) | 6,000 | 4,100 | ||||||||||||||
Cabletica | 1,500 | 1,500 | 2,500 | 100 | 6,500 | — | 6,600 | — | ||||||||||||||||
Total VTR/Cabletica | 23,700 | 30,300 | 15,500 | (500 | ) | 20,800 | (7,700 | ) | 12,600 | 4,100 | ||||||||||||||
Liberty Puerto Rico | 7,400 | 7,400 | 5,200 | (100 | ) | 6,400 | 2,700 | 9,000 | — | |||||||||||||||
Total Organic Change | 66,700 | 75,700 | 31,100 | 4,600 | 48,400 | 7,000 | 60,000 | (38,700 | ) | |||||||||||||||
Q1 2020 Adjustments: | ||||||||||||||||||||||||
The Bahamas | (8,000 | ) | (8,000 | ) | (3,300 | ) | (500 | ) | (1,800 | ) | (3,300 | ) | (5,600 | ) | — | |||||||||
Net Adjustments | (8,000 | ) | (8,000 | ) | (3,300 | ) | (500 | ) | (1,800 | ) | (3,300 | ) | (5,600 | ) | — | |||||||||
Net Adds | 58,700 | 67,700 | 27,800 | 4,100 | 46,600 | 3,700 | 54,400 | (38,700 | ) | |||||||||||||||
1. | In September 2019, Hurricane Dorian impacted certain islands of the Bahamas, resulting in significant damage to homes, businesses and infrastructure. For those areas of the Bahamas impacted by Hurricane Dorian, we have recorded a non-organic adjustment to reduce homes passed by 8,000, which represents homes passed in areas where we have not restored the network through our recovery efforts. In addition, we have recorded non-organic adjustments to reduce reported customers and RGUs by 3,300 and 5,600, respectively, which represents customers that have not resumed services post-hurricane. |
2. | Mobile subscribers comprise the following: see next page |
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Mobile Subscribers | |||||||||||||||||
Consolidated Operating Data — March 31, 2020 | Q1 Organic Subscriber Variance | ||||||||||||||||
Prepaid | Postpaid | Total | Prepaid | Postpaid | Total | ||||||||||||
C&W: | |||||||||||||||||
Panama | 1,376,700 | 136,000 | 1,512,700 | (12,000 | ) | (2,800 | ) | (14,800 | ) | ||||||||
Jamaica | 1,033,900 | 20,100 | 1,054,000 | (19,100 | ) | — | (19,100 | ) | |||||||||
The Bahamas1 | 172,600 | 26,800 | 199,400 | (3,000 | ) | 1,300 | (1,700 | ) | |||||||||
Barbados | 93,800 | 29,300 | 123,100 | (1,300 | ) | 1,200 | (100 | ) | |||||||||
Other | 381,700 | 44,000 | 425,700 | (7,900 | ) | 800 | (7,100 | ) | |||||||||
C&W Total | 3,058,700 | 256,200 | 3,314,900 | (43,300 | ) | 500 | (42,800 | ) | |||||||||
VTR | 9,900 | 295,000 | 304,900 | (200 | ) | 4,300 | 4,100 | ||||||||||
Total / Net Adds | 3,068,600 | 551,200 | 3,619,800 | (43,500 | ) | 4,800 | (38,700 | ) | |||||||||
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• | Customer Premises Equipment: Includes capitalizable equipment and labor, materials and other costs directly associated with the installation of such CPE; |
• | New Build & Upgrade: Includes capitalizable costs of network equipment, materials, labor and other costs directly associated with entering a new service area and upgrading our existing network; |
• | Capacity: Includes capitalizable costs for network capacity required for growth and services expansions from both existing and new customers. This category covers Core and Access parts of the network and includes, for example, fiber node splits, upstream/downstream spectrum upgrades and optical equipment additions in our international backbone connections; |
• | Baseline: Includes capitalizable costs of equipment, materials, labor and other costs directly associated with maintaining and supporting the business. Relates to areas such as network improvement, property and facilities, technical sites, information technology systems and fleet; and |
• | Product & Enablers: Discretionary capitalizable costs that include investments (i) required to support, maintain, launch or innovate in new customer products, and (ii) in infrastructure, which drive operational efficiency over the long term. |
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