Condensed Consolidated Interim Financial Statements. Sirius XM Canada Holdings Inc. November 30, 2015 (Unaudited)

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1 Condensed Consolidated Interim Financial Statements Sirius XM Canada Holdings Inc. November 30, 2015 (Unaudited)

2 CONSOLIDATED INTERIM BALANCE SHEETS (Unaudited) At November 30, August 31, (in thousands of Canadian dollars) Notes ASSETS Current assets Cash and cash equivalents 36,391 26,128 Accounts receivable 10,662 9,436 Prepaid expenses 3,291 5,337 Inventory Total current assets 50,379 40,936 Long-term prepaid expenses Property and equipment 3 7,286 4,285 Intangible assets 4 140, ,410 Deferred tax assets 10 15,487 19,428 Goodwill 96,733 96,733 Total assets 311, ,097 LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current liabilities Trade and other payables 57,733 52,545 Due to related parties 5 13,028 15,950 Interest payable 1,153 3,966 Deferred revenue , ,076 Dividends payable 6 13,504 Provisions Total current liabilities 239, ,520 Deferred revenue 11 10,960 12,033 Other long-term liabilities 7 10, Due to related parties 5 1,208 1,208 Long-term debt 196, ,036 Provisions Total liabilities 458, ,543 Shareholders' deficiency Share capital 8 179, ,479 Contributed surplus 7,191 8,817 Accumulated deficit (334,171) (330,742) Total shareholders' deficiency (147,158) (143,446) Total liabilities and shareholders deficiency 311, ,097 See accompanying notes 2

3 CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIENCY (Unaudited) For the three months ended Share Contributed Accumulated Shareholders' (in thousands of Canadian dollars) Notes Capital Surplus Deficit Deficiency Total Balance, September 1, ,862 6,067 (270,157) (87,228) Net income and comprehensive income 8,024 8,024 Stock-based compensation 9 1,306 1,306 Dividends (13,448) (13,448) Stock options exercised (149) 111 Balance, November 30, ,122 7,224 (275,581) (91,235) Balance, September 1, ,479 8,817 (330,742) (143,446) Net income and comprehensive income 10,075 10,075 Stock-based compensation Dividends 6 (13,504) (13,504) RSU and PSU awards, net equity settlement 9 1,286 (1,681) (395) Stock options exercised 9 57 (23) 34 Balance, November 30, ,822 7,191 (334,171) (147,158) See accompanying notes 3

4 CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) November 30, November 30, (in thousands of Canadian dollars, except per share amounts) Notes Revenue 11 83,517 78,985 Operating expenses Operating costs 12 60,367 57,387 Depreciation and amortization 3, 4 5,503 6,942 Operating income 17,647 14,656 Finance costs, net Interest income Interest expense (3,375) (3,117) Foreign exchange loss (316) (64) Finance costs, net (3,631) (3,091) Net income and comprehensive income before income tax 14,016 11,565 Income tax expense 10 (3,941) (3,541) Net income and comprehensive income 10,075 8,024 Earnings per share - basic and diluted See accompanying notes 4

5 CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Unaudited) (in thousands of Canadian dollars) Notes November 30, 2015 November 30, 2014 Cash provided by (used in) OPERATING ACTIVITIES Net income for the period 10,075 8,024 Add (deduct) items not involving cash: Amortization of intangible assets 4 5,070 6,493 Depreciation of property and equipment Income tax expense 10 3,941 3,541 Stock-based compensation ,306 Accrued interest (2,813) (2,813) Interest accretion Foreign exchange loss Net change in non-cash working capital and deferred revenue related to operations 14 (207) 129 Cash provided by operating activities 17,206 17,343 INVESTING ACTIVITIES Purchase of property and equipment 3 (1,425) (205) Purchase of intangible assets 4 (5,552) (3,459) Cash used in investing activities (6,977) (3,664) FINANCING ACTIVITIES Proceeds from exercise of stock options Cash provided by financing activities Net increase in cash and cash equivalents during the period 10,263 13,790 Cash and cash equivalents, beginning of period 26,128 23,868 Cash and cash equivalents, end of period 36,391 37,658 See accompanying notes 5

6 1. ORGANIZATION AND NATURE OF BUSINESS Sirius XM Canada Holdings Inc. (the Company or SXM ) was incorporated on July 31, 2002 for the purpose of establishing and operating a Canadian satellite radio service. The Company broadcasts music, sports, talk, entertainment and other content on a subscription fee basis in Canada. Subscribers can also receive certain content over the Internet on personal computers and mobile devices. Radios capable of receiving the Company's services are distributed through automakers ( OEMs ), retail locations, call centres, and through the Company s website. SXM has agreements with every major automaker to offer satellite radios as factory installed or dealer installed equipment in their vehicles. The Company operates and markets itself as SiriusXM Canada. The Company is incorporated and domiciled in Canada. The Company s head office is located at 135 Liberty Street, 4 th Floor, Toronto, Ontario, M6K 1A7. The Company has a single license granted by the Canadian Radio-television Telecommunications Commission ( CRTC ) for a six-year term ending August 31, Unless otherwise indicated, the consolidated interim financial statements and the related notes are presented in thousands of Canadian dollars. These unaudited condensed consolidated interim financial statements were approved by the Board of Directors on January 13, BASIS OF PREPARATION AND ACCOUNTING POLICIES Basis of preparation and measurement The Company prepares its consolidated financial statements in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"), defined as International Financial Reporting Standards ( IFRS ) as set out in the Handbook of The Chartered Professional Accountants of Canada. These unaudited condensed consolidated interim financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board applicable to the preparation of interim financial statements, including International Accounting Standard 34, Interim Financial Reporting. These unaudited condensed consolidated interim financial statements do not include all the notes required in annual financial statements and should be read in conjunction with the annual audited financial statements for the year ended August 31, Accounting Policies These unaudited condensed consolidated interim financial statements follow the same accounting policies and methods of application as the annual audited consolidated financial statements for the year ended August 31, 2015, except as follows: Stock-based compensation Restricted Stock Units ( RSUs ) and Performance Stock Units ( PSUs ) The Company grants RSUs and PSUs to certain employees, directors and senior officers. The RSUs and PSUs are settled in cash or equity at the discretion of the Company's Board of Directors. Certain grants include an additional grant of a dividend equivalency for each future quarterly or special dividend declaration during the vesting term of the RSU and PSU, and can also be settled in cash or shares at the discretion of the Company's Board of Directors. RSUs vest from one to three years, PSUs cliff vest in three years, and the number of PSUs that will vest vary depending on the Company meeting minimum specified performance targets attached to the award. During the quarter, for some of the units that vested, the Company net settled the RSUs and PSUs, whereby the number of RSUs and PSUs obtained by the employee were reduced by the value of the RSUs and PSUs required to settle the 6

7 employee's statutory income tax requirements. The taxes owed will be paid by the Company on behalf of the employee. As a result, all new and outstanding RSU and PSU awards will include an equity component and a liability component for the tax portion. At the time of grant, the Company determines the employee's tax obligation (liability component) and the equity component of the grants. For each RSU and PSU granted, the Company recognizes a liability and stockbased compensation expense equal to the market value of a Class A Subordinate Voting Share of the Company at the date of grant based on the number of RSUs and PSUs expected to vest, which includes dividend equivalent units where applicable, recognized over the term of the vesting period, as well as an adjustment to contributed surplus for equity settled RSUs and PSUs. At each reporting period, the liability component is adjusted to the market value of the Company's Class A Subordinate Voting Shares along with a corresponding adjustment to stock-based compensation expense. Stock-based compensation expense is also adjusted for subsequent changes in management s estimate of the number of RSUs and PSUs that are expected to vest. The effect of these changes is recognized as operating costs in the period of change. Upon settlement of equity settled RSUs and PSUs, any difference between the cost of the shares purchased on the open market and the amount credited to contributed surplus is reflected in accumulated deficit. 3. PROPERTY AND EQUIPMENT Balance, September 1, ,285 Additions 3,434 Depreciation (433) Net book value - November 30, ,286 Balance, November 30, 2015 Cost 23,036 Accumulated depreciation (15,750) Net book value - November 30, ,286 Additions to property and equipment during the three months ended November 30, 2015 are primarily related to new repeaters. 4. INTANGIBLE ASSETS Balance, September 1, ,410 Additions 14,582 Amortization (5,070) Net book value - November 30, ,922 Balance, November 30, 2015 Cost 250,932 Accumulated amortization (110,010) Net book value - November 30, ,922 Additions to intangible assets during the three months ended November 30, 2015 are related to the renewal of the National Hockey League ("NHL") trademark of $11,021, XM activation fees of $1,791, and computer software of $1,770. 7

8 5. RELATED PARTY TRANSACTIONS Related parties of the Company include shareholders who have significant influence on the Company. Significant shareholders of the Company include Canadian Broadcasting Corporation ( CBC ), Slaight Communications Inc. ( Slaight ), Sirius XM Radio Inc. ( Sirius XM ), and Obelysk Media Inc. ( Obelysk ). Related parties also include companies controlled, jointly controlled or influenced by these shareholders, members of the Board of Directors, management and immediate family members of management or shareholders with significant influence. These transactions are recorded at the exchange amount. Amounts due to related parties November 30, August 31, At CBC Slaight Sirius XM 13,202 16,123 Obelysk 1 14,236 17,158 Less: current portion (13,028) (15,950) Long-term portion 1,208 1,208 Related party transactions (i) Transactions with CBC The Company has a non-exclusive, non-transferable license agreement with the CBC whereby the Company has distribution rights to transmit channels currently owned by the CBC. The Company incurred costs during the three months ended November 30, 2015 primarily related to the CBC license agreement and support in the amount of $547 (three months ended November 30, $603). As at November 30, 2015, amounts due to the CBC related to the transactions described above also include a noninterest bearing promissory note of $403. (ii) Transactions with Slaight As at November 30, 2015, amounts due to Slaight include a non-interest bearing promissory note of $403. (iii) Transactions with Sirius XM The Company has the right to distribute the Sirius network channels owned or licensed by Sirius XM within Canada. In return, the Company is obligated to pay Sirius XM a percentage of its gross revenues (up to 15%), and additional royalties for certain types of subscription revenues and reimbursements of other charges paid on the Company s behalf. The Company has the right to distribute the XM network channels owned or licensed by Sirius XM within Canada. In return, the Company is obligated to pay Sirius XM a percentage of subscriber revenues (15%), additional royalties for certain types of subscription revenues, activation charges, fees under the Technical Service Agreement and reimbursements of other charges paid on the Company s behalf. 8

9 During the three months ended November 30, 2015, costs incurred under these arrangements were $13,783 (three months ended November 30, $12,212). In addition to the amounts expensed above, during the three months ended November 30, 2015, intangible assets of $2,524 (three months ended November 30, $896) relating to XM activation fees and computer software were capitalized and are presented net of amortization on the balance sheet. During the three months ended November 30, 2015, cash payments related to the intangible assets made to Sirius XM totaled $3,795 (three months ended November 30, $1,256). The amount accrued at November 30, 2015 includes amounts due to Sirius XM related to XM activation fees. The accrued amount is subject to uncertainty as the calculation has not been agreed to with Sirius XM; the ultimate amount payable may be higher or lower. As at November 30, 2015, amounts due to Sirius XM also include a non-interest bearing promissory note of $403. (iv) Transactions with Obelysk and its affiliates The Company incurred costs from Obelysk and other entities affiliated with Obelysk, including costs associated with the reimbursement agreement. These costs were related to advertising, business events, and operating costs. During the three months ended November 30, 2015, the costs totaled nil (three months ended November 30, $18). 6. DIVIDENDS PAYABLE Share Class Amount per Share Shares outstanding Dividend Payable Class A Subordinate Voting Share $ ,731 $10,997 Class B Voting Share $ ,729 $1,075 Class C Non-Voting Share $ ,639 $1,432 $13,504 On October 29, 2015, the Board of Directors declared a cash dividend payment on the issued outstanding shares of the Company to shareholders of record at the close of business on November 20, The dividend was paid on December 4, OTHER LONG-TERM LIABILITIES November 30, August 31, At Other long-term liabilities 10, As at November 30, 2015, other long-term liabilities include $9,660 related to the long-term portion of the NHL trademark liability. 9

10 8. SHARE CAPITAL Common Shares Common Shares Common Shares Share Capital Class A Class B Class C Total Number Carrying Number Carrying Number Carrying Number Carrying of Shares Value of Shares Value of Shares Value of Shares Value As at September 1, ,158 $ 151,708 30,729 $ 10,780 13,639 $ 14, ,526 $ 176,862 Issued on exercise of employee stock options 39 $ 260 $ $ 39 $ 260 At November 30, ,197 $ 151,968 30,729 $ 10,780 13,639 $ 14, ,565 $ 177,122 As at September 1, ,455 $ 153,325 30,729 $ 10,780 13,639 $ 14, ,823 $ 178,479 RSUs and PSUs settled 266 $ 1,286 $ $ 266 $ 1,286 Issued on exercise of employee stock options 10 $ 57 $ $ 10 $ 57 At November 30, ,731 $ 154,668 30,729 $ 10,780 13,639 $ 14, ,099 $ 179,822 10

11 9. STOCK-BASED COMPENSATION Details of stock-based compensation Reflected in the consolidated interim statements of operations and comprehensive income and consolidated interim balance sheets are the following stock-based compensation amounts: November 30, November 30, STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Stock option awards Restricted stock units (84) 102 Performance stock units (206) 413 Stock - based compensation 368 1,306 BALANCE SHEETS Trade and other payables 169 Other long-term liabilities 121 Contributed surplus 78 1,306 Stock - based compensation 368 1,306 (a) Stock option awards The Company uses stock option awards as a form of providing additional incentives to attract and retain employees, directors and senior officers of the Company. The stock option plan permits the Company's Board of Directors to grant employees, directors, and senior officers stock options, to purchase Class A Subordinate Voting Shares, up to a maximum of 10% of the number of shares outstanding. Under the plan, unless otherwise fixed by the Company's Board of Directors, options expire on the seventh anniversary of the grant date. Any option not exercised prior to the expiry date will become null and void. In connection with certain Substitution Events or Change of Control transactions, as these terms are defined in the plan, including a take-over bid, merger or other structured acquisition, the Company's Board of Directors may accelerate the vesting date of all unvested options such that all optionees will be entitled to exercise their full allocation of options. The following table presents a summary of the activities related to the Company s share option plans for the three months ended November 30, Stock Options Outstanding: (all figures in thousands except for exercise price) Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Total Vested Unvested At September 1, $5.25 2, ,672 Granted $ Vested 418 (418) Exercised $3.32 (10) (10) Forfeited $4.96 (244) (244) Balance, November 30, $5.23 2,644 1,534 1,110 Exercise prices for the outstanding options at November 30, 2015 range from $3.00 per unit to $8.49 per unit. 11

12 Stock Options Granted: On November 2, 2015, the Company granted stock options to the Board of Directors, and senior management for 300,637 Class A Subordinate Voting Shares with an exercise price of $4.76. The exercise price represents the 5 day volume weighted average price of the shares at the time of grant. The options granted to the Board of Directors vest immediately, and the options granted to senior management vest over 4 years. The fair value of the options was estimated using the Black-Scholes option pricing model. The following assumptions were used for the tranches within the grant: Weighted Average Fair value $1.57 Risk-free interest rate 1.4% Expected dividend yield 9% Expected share price volatility 42.6% Expected time until exercise 4.5 The expected volatility is based on the historic volatility of the Company s share price over the previous 4 years since the merger. (b) RSUs and PSUs With approval from the Company's Board of Directors, the Company grants RSUs and PSUs as a form of incentive compensation to certain of its employees, which can be settled in cash or shares at the discretion of the Company's Board of Directors. If the Company's Board of Directors elect to settle RSUs and/or PSUs in cash, the payment is equal to the weighted average price of the Company s Class A Subordinate Voting Shares on the Toronto Stock Exchange for the five trading days preceding the end of a performance period multiplied by the number of units that vest. The PSUs are subject to minimum specified performance targets and the amount of PSUs that may vest for the cumulative grants of PSUs outstanding will vary based on the Company meeting these targets. Units Vested The settlement method of the RSUs and PSUs is at the discretion of the Company's Board of Directors. During the quarter, for some of the units that vested, the Company net settled the RSUs and PSUs, whereby the number of RSUs and PSUs obtained by the employee were reduced by the value of the RSUs and PSUs required to settle the employee's statutory income tax requirements. 348,723 RSUs and PSUs vested during the quarter, from which 265,708 were settled in shares and the remaining units were not issued as the Company will pay cash to settle the employee's income tax requirements. Units Granted As a form of incentive compensation, during November 2015, with approval from the Company s Board of Directors, the Company granted to certain employees 225,060 RSUs and 450,120 PSUs. The vesting of the PSUs granted is conditional on the achievement of specified non-market performance targets. The grants' weighted average fair value for both RSUs and PSUs is $4.70 per unit. The RSUs vest from one to three years and PSUs cliff vest in three years, and can be settled in cash or shares at the discretion of the Company s Board of Directors. As at November 30, 2015, the intent is to net settle RSUs and PSUs. Each of the RSU and PSU grants include an additional grant of a dividend equivalency to accrue upon each future quarterly or special dividend declaration during the vesting term of the RSU and PSU and can be settled in cash or shares upon vesting of the RSU or PSU, as applicable, at the discretion of the Company's Board of Directors. 12

13 Units Outstanding The Company recognizes stock-based compensation expense in operating costs for each RSU and PSU expected to vest equal to the market value of the Company s Class A Subordinate Voting Shares. Where dividend equivalency is not attached to the RSU and PSU, the market value is reduced by the net present value of the expected dividend stream at the date on which the RSU and PSU was awarded to each participant. For PSUs expected to be settled in shares, the stock-based compensation expense is prorated over the performance period reflecting changes in the number of PSUs expected to vest until the end of the performance period based on the achievement of specified non-market performance targets. Forfeitures are estimated at the grant date and are revised to reflect a change between expected and actual forfeitures. As at November 30, 2015, the number of non-vested RSUs is 269,185 units, and the range of PSUs that may vest is from a minimum of nil to a maximum of 937,852 units, depending on achievement of specified non-market performance targets. The number of PSUs that may vest based on conditions existing at the balance sheet date is 587,028 units. 10. INCOME TAXES Income tax expense is recognized based on management s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated annual rate for the three months ended November 30, 2015 was 26.5%. Deferred tax assets - balance, September 1, ,428 Income tax expense (3,941) Deferred tax assets - balance, November 30, ,487 As at August 31, 2015, the Company had received notice of reassessments for its August 31, 2006 tax return. The Company was assessed for withholding taxes including interest and penalties of $15,887, which were due immediately. During the fiscal year ended August 31, 2015, the Company filed a notice of objection to the reassessment received and recorded a withholding tax expense, and trade and others payables of $15,887. As security, through its Credit Facility, the Company provided a one year irrevocable $17,089 letter of credit expiring June 29, 2016 to cover assessed withholding taxes, interest and penalties along with additional interest that would become payable up to the time when the letter of credit expires. During the quarter, the Company filed a notice of appeal in respect of the withholding taxes and interest and penalties assessed. The Company remains confident in its filings and will continue to vigorously defend its position. 13

14 11. REVENUE November 30, November 30, Broadcasting 82,635 77,977 Equipment 882 1,008 83,517 78,985 Revenue is comprised of subscription fees including music royalty and other fees. Subscription fees billed or paid in advance are recorded as deferred revenue and recognized as revenue ratably over the term of the subscription plan. Subscriptions for which service will be rendered after 12 months from the reporting date are recorded as long-term deferred revenue. 12. OPERATING COSTS November 30, November 30, Revenue share and royalties 27,443 23,594 Customer care and billing operations 4,999 5,190 Costs of merchandise 1,111 1,158 Programming and broadcast 2,761 2,975 General and administrative 2,670 2,958 Information technology 2,606 1,903 Stock-based compensation 368 1,306 Marketing 8,428 8,427 Subsidies and distribution 9,981 9,876 Operating costs 60,367 57,387 Included in the expenses above is wages and benefit expense for the three months ended November 30, 2015 of $4,382 (three months ended November 30, $4,863). 14

15 13. EARNINGS PER SHARE November 30, November 30, Numerator: Net income and comprehensive income for the period, basic and diluted 10,075 8,024 Weighted average number of shares outstanding: Basic 128, ,053 Diluted 128, ,065 Earnings per share: Basic and Diluted The stock options where the exercise price is above the average share price during the period, and PSUs where vesting is contingent on specified non-market performance targets that were not met as at November 30, 2015, were not included in the computation of diluted earnings per share as they would have been anti-dilutive for the periods presented. 14. SUPPLEMENTAL CASH FLOW DISCLOSURE The net change in non-cash working capital and deferred revenue related to operations balances consist of the following: November 30, November 30, Decrease (increase) in assets: Accounts receivable (1,226) (2) Prepaid expenses 2,147 (147) Inventory 122 Increase (decrease) in liabilities: Trade, other payables and provisions 2,844 1,217 Due to related parties (2,922) (725) Deferred revenue (1,168) (470) Long-term liabilities Net change in non-cash working capital and deferred revenue related to operations (207) 129 Operating activities include the following payments and receipts: November 30, November 30, Interest income received Interest paid (5,772) (5,665) 15

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