-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VCAX/IJShb2P0AKOPqrIIKxow0l3mtM8bh0fnU7ildiv8Yqn1Scj3Xee+RGGsFhn v0cXFE5sKJ0ZfGECUiUV/Q== 0000950123-05-004330.txt : 20050411 0000950123-05-004330.hdr.sgml : 20050411 20050411172613 ACCESSION NUMBER: 0000950123-05-004330 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050411 FILED AS OF DATE: 20050411 DATE AS OF CHANGE: 20050411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANWEST GLOBAL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001003565 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14148 FILM NUMBER: 05744730 BUSINESS ADDRESS: STREET 1: 3100 TD CENTRE STREET 2: 201 PORTAGE AVE CITY: WINNIPEG MANITOBA STATE: A2 BUSINESS PHONE: 2049562025 MAIL ADDRESS: STREET 1: 1981 MCGILL COLLEGE AVE CITY: MONTREAL STATE: A8 ZIP: H3A 3C7 6-K 1 y07708e6vk.txt FORM 6-K ================================================================================ FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2005 Commission File Number: 001-14148 CANWEST GLOBAL COMMUNICATIONS CORP. (Translation of registrant's name into English) 3100 TD CENTRE 201 PORTAGE AVENUE WINNIPEG, MANITOBA, CANADA R3B 3L7 (204) 956-2025 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F X ----------- ----------- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___________. Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether by furnishing the information contained in this Form the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ----------- ----------- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ______ ================================================================================ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CANWEST GLOBAL COMMUNICATIONS CORP. Date: April 11, 2005 By: /s/ JOHN E. MAGUIRE ------------------------------------- John E. Maguire Chief Financial Officer EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 1 CanWest Global Communications Corp. Press Release dated April 7, 2005. 2 CanWest Global Communications Corp. Press Release dated April 7, 2005.
EX-99.1 2 y07708exv99w1.txt EX-99.1: PRESS RELEASE Exhibit 1 (CANWEST GLOBAL COMMUNICATIONS CORP. LOGO) NEWS RELEASE For Immediate Release April 7, 2005 CANWEST REPORTS SIGNIFICANT INCREASE IN Q2 NET EARNINGS Consolidated revenues and EBITDA(1) both up 4% for Q2 Year-to-date revenues and EBITDA(1) up 7% and 11% WINNIPEG -- CanWest Global Communications Corp. today reported its financial results for the three months ended February 28, 2005, the second quarter of its 2005 fiscal year. The Company reported consolidated net earnings of $28 million or $0.16 per share for the quarter, compared to a consolidated net loss of $211 million, or $1.19 per share, for the second quarter of fiscal 2004. Results in the previous year were affected by adjustment in the carrying value of Fireworks, which is now accounted as a discontinued operation. Earnings from continuing operations in the second quarter were $28 million, up significantly from the $2 million loss from continuing operations reported for the same quarter last year. Consolidated revenues for the three month period ended February 28, 2005 increased by 4% to $689 million compared to consolidated revenues of $662 million for the same period in the previous year. Consolidated EBITDA1 for the quarter was $149 million, a 4% increase from consolidated EBITDA of $143 million for the same period in 2004. The Company's South Pacific television operations continued to register strong growth in the second quarter of 2005. Although results were affected by a slight decline in the exchange rate value of the Australian dollar, TEN Television Network recorded an 18% gain in EBITDA, to $59 million, compared to the same quarter one year ago, on revenue growth of 7% for the quarter. TEN maintained its ratings dominance in its target 16-39 demographic leading into the Easter period. For the first five weeks of the Australian television season up to March 21 (Easter week is not rated in Australia), TEN held the top spot among viewers 16-39 years of age. Eye Corp., TEN's out-of-home advertising subsidiary, registered a 38% increase in revenues to $25 million for the second quarter, generating EBITDA of $5 million, an increase of 117% compared to the same quarter last year, partially reflecting the acquisition of Eye Shop in the first quarter of fiscal 2005. In New Zealand, TVWorks revenue increased 7% and EBITDA was $2 million, compared to $3 million for the second quarter last year. Additional costs related to the development and start up of a new weeknight current affairs program - CAMPBELL LIVE - and the re-launch of 3 NEWS accounted for a modest decline in EBITDA for the quarter. Both new programs launched with impressive results, with the debut broadcast of CAMPBELL LIVE taking first place against its established current affairs competitors with a 28% share of the 18-49 year old audience. CAMPBELL LIVE has also given the network's flagship news program, 3 NEWS, higher profile. 3 NEWS made a 20% gain in audience share in its time slot to bring the news program to within a few share points of its main competitor. RadioWorks' operations registered a 6% increase in revenues to $24 million for the second quarter, and its EBITDA of $8 million increased by 2% compared to the same quarter last year. CanWest's 45% interest in TV3 Ireland's generated an EBITDA contribution of $2 million for the quarter, a 6% increase from the prior year. Revenues for the quarter from Canadian publishing and online operations increased by 1% to $289 million compared to the second quarter in 2004. Canadian publishing and online EBITDA declined by 3% for the quarter, reflecting normal cost inflation and planned expense increases in a relatively flat revenue environment. Revenues at Canadian broadcasting operations increased by 2% to $164 million for the quarter, whereas EBITDA of $26 million was below last year's quarterly result of $30 million, due primarily to increased programming and promotion costs and costs related to restructuring, as well as normal cost increases. Commenting on the second quarter results, Leonard Asper, CanWest's President and Chief Executive Officer, said, "Net earnings increased significantly from the second quarter of last year, with reduced interest expense arising from the Company's successful debt reduction program contributing substantially to that improvement. Revenues were up at all of our operations, in spite of difficult market conditions for both newspapers and conventional television in Canada. Our Australian, New Zealand and Irish operations continue to show strong revenue growth. We are particularly pleased with Eye Corp. where a major restructuring of two years ago and a recent expansion into New Zealand have generated substantial revenue and EBITDA momentum. In Canada, Global Television generated modest revenue growth compared to a year ago, although we still have work to do to regain Global's traditional leadership position in Canadian audience ratings. The underlying strength of our newspapers was demonstrated by their revenue growth for the quarter compared to the same period last year, in the face of an overall newspaper industry decline in ad spending. The Company continues to invest in new programming and marketing initiatives to restore Global's ratings and to strengthen the brands of our television and newspaper operations." SIX MONTHS ENDED FEBRUARY 28, 2005 For the six-month period, the Company recorded consolidated net earnings of $64 million or $0.36 per share, compared to a consolidated net loss of $130 million or $0.73 per share for the first six months of 2004. Excluding all charges related to Fireworks, earnings from continuing operations for the first half of 2005 were $64 million or $0.36 per share compared to $82 million or $0.46 per share for the first six months of 2004. Earnings for the first six months of 2005 were also affected by charges related to debt retirement, including swap losses, foreign exchange gains, and the $44 million loss on extinguishment of subordinated debentures (the Hollinger "PIK" notes). The total effect of these charges, net of income taxes and income tax recoveries related to prior years was $55 million for the first six months of 2005 compared to $10 million for the same period in 2004. Excluding the effects of these charges, earnings from continuing operations for the first six months of 2005 would have been $118 million, compared to $92 million for the same period in 2004. For the six month period ended February 28, 2005, the Company recorded consolidated revenues of $1,561 million, an increase of 7% compared to consolidated revenues of $1,462 million for the first six months of the prior year. Consolidated EBITDA for the first six months of fiscal 2005 was $438 million, 11% ahead of consolidated EBITDA of $394 million for the first six months of 2004. HIGHLIGHTS OF THE SECOND QUARTER - The Company received a cash distribution of $98.9 million from Network TEN Australia during Q2, and will receive a dividend of NZ$6.3 million from CanWest MediaWorks (NZ) Limited in mid-May. - In March, the Company entered into a joint venture with Torstar Corporation and Metro International S.A. to publish English-language free daily newspapers in various Canadian cities. Each partner has a 33.3% interest in the new venture, which commenced with the launch of METRO VANCOUVER on March 14. METRO VANCOUVER is being distributed free of charge through boxes situated in high-traffic locations including transit stops, university campuses and highly populated business districts. Initial daily distribution for the Greater Vancouver Area is 145,000. The joint venture launched METRO OTTAWA on March 31, and plans to launch similar METRO newspapers in other Canadian cities. - On March 4, 2005, the Company appointed David Drybrough, F.C.A, a native of Winnipeg, as Interim Chair of its Board of Directors. Mr. Drybrough replaced the Hon. Frank McKenna, who had resigned as Chair to become Canada's Ambassador to the United States of America. - On April 4, 2005, the Company launched, DOSE, a revolutionary multi-media brand aimed at young Canadians. DOSE includes Canada's first free daily magazine, with 320,000 copies to be distributed every weekday in Calgary, Edmonton, Ottawa, Toronto and Vancouver. The online presence at DOSE.CA will be the most comprehensive, free interactive service in the country, including an easy-to-use music channel and a leading edge wireless portal. This news release contains certain comments or forward-looking statements that are based largely upon the Company's current expectations and are subject to certain risks, trends and uncertainties. These factors could cause actual future performance to vary materially from current expectations. The Company's financial statements are available on the Company's website: www.canwestglobal.com. CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV, www.CanWestglobal.com), an international media company, is Canada's largest media company. In addition to owning the Global Television Network, CanWest is Canada's largest publisher of daily newspapers, and also owns, operates and/or holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, Web sites and radio networks in Canada, New Zealand, Australia and Ireland. CANWEST GLOBAL COMMUNICATIONS CORP. BUSINESS SEGMENT INFORMATION (UNAUDITED) (IN THOUSANDS OF CANADIAN DOLLARS)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED ---------------------------- ---------------------------- FEBRUARY 28, FEBRUARY 29, FEBRUARY 28, FEBRUARY 29, 2005 2004 2005 2004 REVENUE Television Canada 163,718 160,977 363,999 352,229 Australia - Network TEN 154,573 144,106 401,424 357,066 New Zealand - 3 and C4 23,104 21,563 58,855 51,944 Ireland - TV3 8,461 7,759 19,782 17,619 ------------ ------------ ------------ ------------ 349,856 334,405 844,060 778,858 Radio - New Zealand 24,412 23,108 48,175 44,466 Publications and online - Canada 289,467 286,302 615,226 601,403 Outdoor - Australia 24,918 18,050 53,822 37,742 ------------ ------------ ------------ ------------ CONSOLIDATED REVENUE 688,653 661,865 1,561,283 1,462,469 ============ ============ ============ ============ OPERATING PROFIT TELEVISION Canada 25,671 29,958 81,163 86,128 Australia - Network TEN 58,773 49,787 178,965 142,137 New Zealand - 3 and C4 2,119 3,052 16,796 12,913 Ireland - TV3 2,284 2,162 7,254 5,886 ------------ ------------ ------------ ------------ 88,847 84,959 284,178 247,064 Radio - New Zealand 8,110 7,930 15,995 15,017 Publications and online - Canada 54,930 56,573 140,300 139,726 Outdoor - Australia 4,904 2,257 12,697 6,624 Corporate and other (8,095) (8,224) (14,869) (14,537) ------------ ------------ ------------ ------------ TOTAL SEGMENT OPERATING PROFIT (EBITDA)(1) 148,696 143,495 438,301 393,894 ============ ============ ============ ============
(1) EBITDA is defined as earnings before interest, income taxes, depreciation, amortization, interest rate and foreign currency swap losses, foreign exchange gains, investment gains, losses and write-downs, loss on debt extinguishment, dividend income, minority interests, interest in earnings (loss) of equity accounted affiliates, realized currency translation adjustments and loss from discontinued operations. This supplementary earnings measure does not have a standardized meaning prescribed by Canadian generally accepted accounting principles and may not be comparable to similar measures presented by other companies nor should it be viewed as an alternative to net earnings. The reconciliation of EBITDA to net earnings is evident on the face of the following consolidated statements of earnings (loss). CANWEST GLOBAL COMMUNICATIONS CORP. CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (UNAUDITED) (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT AS OTHERWISE NOTED)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED ---------------------------- ---------------------------- FEBRUARY 28, FEBRUARY 29, FEBRUARY 28, FEBRUARY 29, 2005 2004 2005 2004 Revenue 688,653 661,865 1,561,283 1,462,469 Operating expenses 368,242 357,881 778,166 744,205 Selling, general and administrative expenses 171,715 160,489 344,816 324,370 ------------ ------------ ------------ ------------ 148,696 143,495 438,301 393,894 Amortization of intangibles 4,958 4,550 9,897 9,088 Amortization of property, plant and equipment 23,325 23,126 45,005 45,698 Other amortization 1,318 1,084 2,497 2,389 ------------ ------------ ------------ ------------ Operating income 119,095 114,735 380,902 336,719 Interest expense (61,126) (86,221) (134,334) (173,502) Interest income 839 1,251 1,485 5,951 Amortization of deferred financing costs (3,120) (1,899) (5,321) (4,017) Interest rate and foreign currency swap losses (22,608) (17,423) (67,206) (16,103) Foreign exchange gains 13,947 436 24,443 5,126 Investment gains, losses and write-downs (1,689) (3,063) (54) (2,814) Loss on debt extinguishment -- -- (43,992) -- Dividend income -- -- -- 1,415 ------------ ------------ ------------ ------------ 45,338 7,816 155,923 152,775 Provision for (recovery of) income taxes (1,124) (2,554) 36,059 27,896 ------------ ------------ ------------ ------------ Earnings before the following 46,462 10,370 119,864 124,879 Minority interests (17,968) (14,345) (56,375) (45,599) Interest in earnings (loss) of equity accounted affiliates 596 (186) 1,047 (349) Realized currency translation adjustments (848) 2,626 (848) 3,126 ------------ ------------ ------------ ------------ NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS 28,242 (1,535) 63,688 82,057 Loss from discontinued operations (46) (209,742) (77) (211,838) ------------ ------------ ------------ ------------ NET EARNINGS (LOSS) FOR THE PERIOD 28,196 (211,277) 63,611 (129,781) ============ ============ ============ ============ EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS: BASIC $0.16 ($0.01) $0.36 $0.46 DILUTED $0.16 ($0.01) $0.36 $0.46 EARNINGS (LOSS) PER SHARE: BASIC $0.16 ($1.19) $0.36 ($0.73) DILUTED $0.16 ($1.19) $0.36 ($0.73)
For further information contact: Geoffrey Elliot John Maguire Vice President, Corporate Affairs Chief Financial Officer Tel: (204) 956-2025 Tel: (204) 956-2025 Fax: (204) 947-9841 Fax: (204) 947-9841 gelliot@canwest.com jmaguire@canwest.com EX-99.2 3 y07708exv99w2.txt EX-99.2: PRESS RELEASE Exhibit 2 (CANWEST GLOBAL COMMUNICATIONS CORP. LOGO) NEWS RELEASE For immediate release April 7, 2005 CANWEST APPOINTS NEW BOARD MEMBERS WINNIPEG - David Drybrough, Interim Chairman of CanWest Global Communications Corp. today announced the appointment of Mr. Derek H. Burney, OC, of Ottawa and Ms. Lisa Pankratz, CA, CFA, of Vancouver, to the Board of Directors. Mr. Burney, currently Chairman of the Board of New Brunswick Power, and a Board member of Quebecor World Inc. and Shell Canada Limited, is also Adjunct Professor and Senior Distinguished Fellow at Carleton University. Previously, Mr. Burney had an outstanding career in the public and private sectors, most recently serving as President and Chief Executive Officer of CAE Inc. Prior to that, Mr. Burney was Chairman and CEO of Bell Canada International Inc. From 1989 to 1993, Mr. Burney served as Canada's Ambassador to the United States of America. From March 1987 to January 1989, he served as Chief of Staff to the Prime Minister of Canada. Ms. Pankratz, a Chartered Accountant, is President, Corporate Compliance Officer and a Director of Cundill Investment Research Ltd., a global investment counsel firm. Ms. Pankratz is also a Board Member and a member of the Audit Committee of The Insurance Corporation of British Columbia. Previously, Ms. Pankratz held senior executive positions with a number of companies, including Evans Forest Products Limited, and Bankers Trust (BT Bank of Canada). She began her career with Ernst and Young, where she served in Toronto and Australia. CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV, www.CanWestglobal.com), an international media company, is Canada's largest media company. In addition to owning the Global Television Network, CanWest is Canada's largest publisher of daily newspapers, and also owns, operates and/or holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, Web sites and radio networks in Canada, New Zealand, Australia and Ireland. For further information contact: Geoffrey Elliot Vice President, Corporate Affairs Tel: (204) 956-2025 Fax: (204) 947-9841 gelliot@canwest.com -----END PRIVACY-ENHANCED MESSAGE-----