Management s Discussion and Analysis of Financial Condition and Results of Operations

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1 of Financial Condition and Results of Operations Management s discussion and analysis ( MD&A ) discusses the significant factors affecting the results of operations and financial position of Sirius XM Canada Holdings Inc. ( SXM, we, us, our or the Company ). This MD&A which is current as of July 10, 2013, should be read in conjunction with the Company s unaudited Consolidated Interim Financial Statements dated May 31, 2013 and notes attached thereto and other recent securities filings available on SEDAR at sedar.com. The financial information presented herein has been prepared on the basis of IFRS and is expressed in Canadian dollars unless otherwise noted. The Class A Subordinate Voting Shares of SXM trade on the Toronto Stock Exchange (TSX) under the stock symbol XSR. Forward-Looking Disclaimer This discussion contains certain information that may constitute forward-looking statements within the meaning of securities laws. These statements relate to future events or future performance and reflect management s expectations and assumptions regarding the growth, results of operations, performance and business prospects and opportunities of the Company on a consolidated basis. In some cases, forward-looking statements can be identified by terminology such as may, would, could, will, should, expect, plan, intend, anticipate, believe, estimate, predict, potential, continue, seek or the negative of these terms or other similar expressions concerning matters that are not historical facts. In particular, statements regarding the Company s objectives, plans and goals, including future operating results, economic performance and subscriber recruitment efforts involve forward-looking statements. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. Although the forward-looking statements contained in this discussion are based on what management of the Company considers are reasonable assumptions based on information currently available to it, there can be no assurance that actual events, performance or results will be consistent with these forward-looking statements, and management s assumptions may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forwardlooking statements. Our financial projections are based on estimates regarding expected future costs and expected revenue, which are fully described in this MD&A. Among the significant factors that could cause our results to differ from those expressed in the forward-looking statements are: The Company s reliance on its exclusive relationship with Sirius XM Radio Inc. ( Sirius XM ); General economic conditions in Canada; The Company s competitive position versus other forms of audio and video entertainment; The Company s reliance on automakers and automobile industry sales in Canada; The Company s ability to manage customer attrition and average monthly subscription revenue per subscriber; The impact of any application of or changes to governmental regulations, including any copyright legislation; and The factors discussed in the section entitled Risks and Uncertainties of this MD&A and in the section entitled Risk Factors in the Company s Annual Information Form for the financial year ended August 31, Other than as required by applicable Canadian securities law, the Company does not update or revise any forward-looking statements to reflect new information, future events or otherwise. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from expectations. These include but are not limited to the risk factors included in this MD&A (including those listed under the heading Risks and Uncertainties ) in addition to the risks itemized in our Annual Information Form ( AIF ) for the fiscal year ended August 31, Readers are advised to review these risk factors for a detailed discussion of the risks and uncertainties affecting the Company s business. Readers should not place undue reliance on forward-looking statements.

2 This MD&A contains the following sections: Forward-Looking Disclaimer... 1 Overview... 2 Recent Developments... 3 Financial and Operational Highlights... 4 Summary of Financial and Operating Results... 5 Discussion of Financial and Operating Results... 7 Liquidity and Capital Resources Off-Balance Sheet Arrangements Arrangements, Relationships and Transactions with Related Parties Critical Accounting Policies and Estimates International Financial Reporting Standards ( IFRS ) Risk and Uncertainties Outstanding Share Data and Other Information Definitions of Industry Terminology Non-GAAP Financial Measures Overview Our Business and Strategy SXM is one of the largest Canadian subscription based media companies as measured by the number of subscribers, with 2.3 million subscribers 1. We have the second highest radio revenues of any company in Canada with an estimated 14% market share 2. Our vision is to be the leading premium digital audio entertainment and information service provider in Canada. Our strategy is founded on the principles of acquiring subscribers in a cost effective manner, retaining subscribers through enhancing the value proposition to our subscribers and improving business efficiencies. Satellite Radio in Canada offers channels, including commercial-free music as well as news, talk, sports and children s programming. This includes over 12 Canadian channels designed and developed from studio in Toronto, Ontario. We continue to leverage our unique programming assets, such as our broadcasting agreement with the Canadian Broadcasting Corporation ( CBC ) and the Canadian Football League ( CFL ). The Company also has access to content through agreements between Sirius XM Radio Inc. and the National Hockey League ( NHL ), the National Football League ( NFL ), Major League Baseball ( MLB ), the National Basketball Association ( NBA ), Oprah Winfrey, Howard Stern, NASCAR, the Professional Golfers Association of America ( PGA ) and others. In-Vehicle: New and used car strategy From an in-vehicle perspective the Company has a two-pronged strategy based on both new and pre-owned vehicles to increase subscribers. Our target market in Canada includes more than 23 million registered vehicles on the road, and approximately 1.7 million new vehicles forecasted to be sold in calendar year Currently all major automobile manufacturers in Canada have agreements with SXM for the installation of satellite radios. We are the leader in digital audio entertainment distribution and information delivered via satellite to new vehicles sold in Canada. The Satellite radio service is expected to be factory-installed in approximately 57% of new vehicles to be sold in model year Currently it is estimated that there will be approximately 4.0 million satellite radio enabled vehicles in the marketplace by the end of this fiscal year. 1 Based on the number of subscribers for the media companies or media divisions of subscription businesses based on the most recent Company filings. 2 Based on the CRTC Monitoring Report for Fiscal year DesRosiers automotive report published in June TSX: XSR Page 2

3 Aftermarket and other platforms Along with the in-vehicle experience, consumers can also enjoy satellite radio out of their vehicles, using portable radio receivers, by streaming content to the home, on their desktops and using apps built for mobile devices. SXM satellite radio receivers are available at leading retailers across Canada such as Best Buy, Canadian Tire, Costco, Future Shop, The Source, Wal-Mart, Target and other national, regional and independent retailers. Base and Premier services Our primary source of revenue is subscription fees, with most of our customers subscribing on a multi-year, annual, quarterly, or monthly basis. Discounts are offered for long-term, prepaid subscription plans, as well as discounts for multiple subscriptions on each platform. Other sources of revenue include music royalty fees, activation and other subscription-related fees, advertising revenues, the direct sale of satellite radios and accessories through our call centres and website, and other ancillary services such as data and weather services. As indicated below, the Company now offers a range of additional services in addition to its base subscription offering. In certain instances, automakers include a subscription to our radio services in the sale or lease of their vehicles. The length of these prepaid subscriptions varies from three to twelve months. In certain instances we also receive subscription payments from automakers in advance of our service being activated. We also reimburse various automakers for certain costs associated with the installation of satellite radios in their vehicles. These costs which we include as subsidy costs tend to follow seasonal patterns based on manufacturing schedules by the automakers and tend to be higher in the second half of the fiscal year. Consequently operating income, EBITDA, Free Cash Flow and other financial metrics may vary on a quarterly basis. Strategic Goals The Company s goal is to maximize shareholder value by generating consistent Free Cash Flow by growing our revenues primarily through subscriptions as well as maintaining effective cost controls, managing subscriber acquisition costs and by creating a long-term loyal customer base by offering high quality customer service. We believe that a premium service will attract a premium customer. Recent Developments Canadian Channel Realignment The Company underwent a realignment of its Canadian produced channels during the quarter. The six CBC channels that had been available solely to subscribers on the Sirius platform have been made available to subscribers on the XM platform as well. Laugh Attack was rebranded as Canada Laughs and was made available on both platforms. In addition, we introduced a new Canadian channel called Canada Talks which is available on both platforms and is focused on Canadian current events. Recognition by Profit Magazine Subsequent to the quarter, on June 3, 2013, the Company was recognized as one of the fastest growing companies in Canada (based on five-year revenue growth) by Profit Magazine, which publishes its ranking of the 500 fastest growing companies in Canada. Premier Programming and price increase As of October 1, 2012, the Company increased its price on the primary monthly service package from $14.99 to $15.99 at the time of customer subscription renewal. During the first quarter, the Company also introduced Premier Programming TSX: XSR Page 3

4 for subscribers. New Premier subscriptions offer Sirius subscribers the ability to access an array of premium XM content including the NHL, NBA and PGA Tour while giving XM subscribers the ability to access premium Sirius content including Howard Stern, NFL play-by-play and more. Premier subscriptions are available at an additional monthly cost of $4.00. With the launch of Satellite Radio 2.0, the Company enhanced its listener experience with the recent introduction of new internet radio apps for Apple ios and Android with more content, personalization, on-demand functionality and access to more than 200 shows. These apps for Apple ios and Android essentially extend the Company s entertainment offering beyond the home or vehicle. The internet radio service also offers on-demand functionality, giving subscribers access to more than 200 shows. Pricing for SXM Internet Radio is $4.00 a month with a satellite radio subscription. The Company believes that a combination of the aforementioned price increase as well as incremental charges for both its Premier Programming and Internet Radio service may result in a modest increase to ARPU in fiscal 2013; and the impact to revenue, Adjusted EBITDA, and cash flow is expected to be positive, although the full effect may be impacted by customer attrition or churn. Dividends During the quarter, the Board of Directors declared a quarterly cash dividend to shareholders of record on April 22, 2013 which was paid on May 17, 2013 of $ per Class A Share and $ per Class B Share. On July 10, 2013, the Board of Directors announced an increase in the quarterly dividend of approximately 27% and declared a quarterly cash dividend to the shareholders of record on July 22, 2013, payable on August 22, 2013, of $ per Class A Share and $ per Class B Share. Financial and Operational Highlights The following are highlights for the three months ( quarter ) and nine months ( year-to-date ) ended May 31, 2013 in comparison to the quarter and year-to-date results for the period ended May 31, Third quarter ended May 31, 2013 Revenue increased by 13.9% to $73.6 million from $64.6 million; an improvement of $9.0 million; EBITDA 4 improved by 64.9% to $14.5 million from $8.8 million; an improvement of $5.7 million; Adjusted EBITDA 4, 5 improved by 57.8% to $15.1 million from $9.6 million; an improvement of $5.5 million; Net income of $0.8 million compared to a net loss of $4.2 million, an improvement of $5.0 million; Cash from operations increased by 56.9% to $13.6 million from $8.7 million; an improvement of $4.9 million; Free Cash Flow 4 increased by 81.8% to $13.3 million from $7.3 million; an improvement of $6.0 million. Year to date ended May 31, 2013 Revenue increased by 11.3% to $213.2 million from $191.5 million; an improvement of $21.7 million; 4 Non-GAAP measure See definition in the section entitled Non-GAAP Financial Measures. 5 A reconciliation of Operating Income to Adjusted EBITDA (a non-gaap measure) is provided on page 18 under the table entitled Adjusted EBITDA Reconciliation. TSX: XSR Page 4

5 EBITDA improved by 62.6% to $50.1 million from $30.8 million; an improvement of $19.3 million; Adjusted EBITDA improved by 51.9% to $52.2 million from $34.3 million; an improvement of $17.8 million; Net income of $8.1 million compared to a net loss of $10.3 million, an improvement of $18.4 million; Cash from operations increased by 48.2% to $45.4 million from $30.6 million; an improvement of $14.8 million; Free Cash Flow increased by 41.9% to $39.9 million from $28.1 million; an improvement of $11.8 million; Ending Self-Paying Subscribers of 1,664,200 and Total Subscribers of 2,321,900. Summary of Financial and Operating Results The following tables present a summary of the Company s unaudited Consolidated Interim Statement of Operations and Balance Sheet as well as financial and operating metrics for the three months ( quarter, Q3 ) and nine months ( year-todate, YTD ) ended May 31, 2013 and the comparative periods ended May 31, For more details, please refer to the Company s unaudited Condensed Consolidated Interim Financial Statements as of May 31, Interim Statement of Operations and Comprehensive Income (Loss) (in $ 000's, except earnings per share) Three months ended Nine months ended May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 Revenue 73,582 64, , ,501 Operating expenses Operating costs 59,061 55, , ,298 Severance and merger costs ,381 Depreciation and amortization 9,374 10,005 26,511 30,990 Operating income 5,147 (1,199) 23,603 (169) Finance Costs, net Interest income Interest expense (3,998) (4,011) (11,898) (12,716) Gain (loss) on revaluation of derivative (3) Foreign exchange (loss) (66) (389) (530) (546) Finance Costs (3,893) (4,283) (11,866) (13,037) Income (Loss) before income tax 1,253 (5,482) 11,738 (13,206) Income tax (expense) recovery (477) 1,293 (3,625) 2,910 Net income (loss) and comprehensive income (loss) 776 (4,189) 8,113 (10,296) Basic and fully diluted (loss) earnings per share 0.01 (0.03) 0.07 (0.08) TSX: XSR Page 5

6 As at Balance Sheet May 31, 2013 Aug 31, 2012 (in $ 000's) ASSETS Current assets Cash, cash equivalents, and short-term investments 51,501 51,035 Accounts receivable 14,457 12,133 Prepaid expenses 4,405 3,361 Inventory Total current assets 70,564 66,854 Long-term prepaids Property and equipment 6,008 7,617 Intangible assets 159, ,986 Deferred tax asset 56,234 59,858 Goodwill 96,733 96,733 Total assets 389, ,128 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Trade and other payables 43,032 39,086 Due to related parties 8,368 6,776 Interest Payable 6,275 2,704 Current portion of deferred revenue 142, ,554 Provisions 1,532 1,286 Total current liabilities 202, ,406 Deferred revenue 18,116 21,019 Other long-term liabilities 3,760 6,903 Due to related parties 3,588 1,208 Long-term debt 145, ,993 Provisions Total liabilities 373, ,873 Shareholders' equity Share capital 150, ,393 Contributed surplus 6,165 5,058 Accumulated deficit (140,782) (108,196) Total shareholders' equity 15,823 45,255 Total liabilities and shareholders' equity 389, ,128 Three months ended Nine months ended Summarized Financial Metrics May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 (in $ 000's, except as indicated) EBITDA 14,521 8,806 50,114 30,821 EBITDA margin (%) 19.7% 13.6% 23.5% 16.1% Adjusted EBITDA 15,083 9,560 52,152 34,342 Adjusted EBITDA margin (%) 20.5% 14.8% 24.5% 17.9% Free Cash Flow 13,255 7,292 39,929 28,130 Net debt 94, ,472 94, ,472 Net debt to Adjusted EBITDA (times) TSX: XSR Page 6

7 Discussion of Financial and Operating Results The following table is a summary of the key subscriber metrics that the Company uses to help measure the performance of its operations. Please refer to the section Definitions of Industry Terminology at the end of this MD&A for an overview of the subscriber metrics noted below. Three months ended Nine months ended Summarized Operating Metrics May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 (in 000's, except as indicated) Ending Self-Pay Subscribers 1,664 1,507 1,664 1,507 Ending Total Subscribers 2,322 2,117 2,322 2,117 Average Self Pay Churn (%) 2.00% 1.88% 2.01% 1.99% ARPU ($) $11.88 $11.60 $11.62 $11.58 SAC ($) $47 $49 $46 $50 CPGA ($) $72 $68 $72 $74 Three months ended Nine months ended Subscriber Data May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 Beginning Subscribers 2,200,000 2,016,200 2,206,100 1,983,100 Net Additions 121, , , ,800 Ending Subscribers 2,321,900 2,116,900 2,321,900 2,116,900 Self-Paying 1,664,200 1,507,100 1,664,200 1,507,100 Paid Promotional 538, , , ,200 Non Paid Promotional 119, , , ,600 Ending Subscribers 2,321,900 2,116,900 2,321,900 2,116,900 Self Pay 23,400 52,500 79, ,300 Paid/Non Paid Net Additions 98,500 48,200 36,000 19,500 Total Net Additions 121, , , ,800 The following section compares the results of operations for the quarter ended May 31, 2013 to the quarter ended May 31, TSX: XSR Page 7

8 Subscribers 2,321, ,700 2,116, ,800 1,664,200 1,507,100 Q Q Self Paying Paying & Non Paying Promotional As at May 31, 2013, we had total subscribers of 2,321,900, representing 1,664,200 Self-Paying Subscribers and 657,700 Paid Promotional Subscribers and Non Paid Promotional Subscribers. Self-Paying Subscribers increased 10.4% versus the end of the third quarter of 2012, driven largely by growth in the number of OEM additions during the period. OEM net additions decreased slightly in the third quarter of 2013 compared to the third quarter of 2012 due to the effects of lower gross additions and higher churn, offset by higher subscribers from win-back initiatives and the used-car initiative announced earlier during the year. Paid Promotional Subscribers and Non-Paid Promotional Subscribers increased by 7.9% compared to the corresponding period of 2012 due primarily to an increase in vehicle sales of approximately 4.5%. Although, the Company continues to grow its subscriber base, the pace of growth of the self-paying base has declined marginally as we attempt to balance both subscriber growth and ARPU in order to maximize revenue and profitability. Churn 2.00% 1.88% 2.01% 1.99% Q Q YTD 2013 YTD 2012 Self-pay monthly churn increased to 2.00% in the third quarter of 2013 from 1.88% in the corresponding quarter of 2012 due to some effects from the price change implemented in the first quarter as well as changes to the pricing for online TSX: XSR Page 8

9 listening. The Company has implemented programs to help mitigate the effects on churn from pricing decisions implemented during the year. For the nine months ended May 31, 2013, self-pay monthly churn was 2.01% compared to 1.99% for the nine months ended May 31, Churn increased year-over-year on a nine-month basis due primarily to the price increase. ARPU $11.88 $11.60 $11.62 $11.58 Q Q YTD 2013 YTD 2012 ARPU was $11.88 and $11.60 for the third quarters of 2013 and 2012, respectively. The increase in ARPU relative to the comparative quarter last year is due primarily to an increase in the base subscription price somewhat mitigated by the following: (i) (ii) (iii) an increase in automotive Self-Paying Subscribers which have a lower ARPU due to higher price discounts being offered to these subscribers; revenue from some customers on lifetime plans being fully amortized; discounted pricing on win-back initiatives. ARPU is below the basic service price due to promotions offered to new OEM Self-Paying Subscribers, Paid Promotional Subscriptions by automakers, family plan subscribers, discounts offered to renewing Self-Paying subscribers across all channels and discounted multi-year plans that provide the Company with a significant working capital benefit. As the Company continues to increase its subscriber base, it is anticipated that ARPU may fluctuate due to multi-year plans and promotional discounts offered to attract and retain its Self-Paying Subscriber base. We continue to see the positive effects of the pricing changes on ARPU more than offset the dilutive effects mentioned above and expect this trend to continue as more customers roll onto the new pricing plan, ultimately resulting in a modest increase in ARPU for fiscal On a year-to-date basis, ARPU was $11.62 for the period ended May 31, 2013 compared to $11.58 for the period ended May 31, Revenue Revenue includes subscription revenue, activation fees, sale of merchandise through direct fulfillment channels, advertising revenue from Canadian-produced channels and certain other revenue. Revenue also includes the impact of fair value adjustments as a result of purchase price accounting. TSX: XSR Page 9

10 Revenue ($ millions) $213.2 $191.5 $73.6 $64.6 Q Q YTD 2013 YTD 2012 Third quarter: Revenue increased by $9.0 million or 13.9%, to $73.6 million in the third quarter of 2013 from $64.6 million in the third quarter of The increase was attributable to the increase in the subscriber base along with a modest increase in ARPU. Year-to-date: Revenue increased by $21.7 million or 11.3% to $213.2 million in 2013 from $191.5 million in The increase is due to the Company s higher subscriber base as well as a slight increase in ARPU compared to the corresponding period last year. Operating Expenses Three months ended Nine months ended Operating Expenses May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 (in $000 s) % of % of % of % of Revenue Revenue Revenue Revenue Revenue share and royalties 22, % 20, % 66, % 61, % Customer care & billing operations 4, % 4, % 14, % 13, % Cost of merchandise % % 2, % 2, % Broadcast and operations % % 1, % 1, % Programming and content 2, % 2, % 5, % 8, % Total cost of revenue 31, % 28, % 90, % 86, % General and administrative 1, % 3, % 6, % 8, % Information Technology 2, % 3, % 7, % 9, % Stock based compensation % % 1, % 1, % Overhead costs 5, % 7, % 16, % 19, % Marketing support 1, % 2, % 5, % 5, % Subsidies and distribution 13, % 12, % 31, % 31, % Marketing 7, % 5, % 18, % 16, % Marketing costs 21, % 19, % 55, % 53, % Total operating expenses 59, % 55, % 163, % 159, % TSX: XSR Page 10

11 Cost of Revenue Cost of Revenue increased by $2.9 million or 9.9% to $31.9 million in the third quarter of 2013 from $29.0 million in the third quarter of On a year-to-date basis, Cost of Revenue increased by $4.5 million or 5.1% to $90.8 million in 2013 from $86.3 million in The reasons for the increase in cost of revenue are discussed below. Cost of revenue is comprised of the following: Revenue share & royalties This category includes license payments to Sirius XM, revenue share payments to the OEM partners, Canadian Radio-television and Telecommunications Commission ( CRTC ) fees, Canadian Content Development ( CCD ) contributions, and copyright royalties payable to rights holders for the public performance and the reproduction of musical works, performers performances and sound recordings. Third quarter: Revenue share & royalties increased by $2.2 million or 10.8%, to $22.8 million in the third quarter of 2013 from $20.6 million in the third quarter of Revenue share & royalties increased in the third quarter of 2013 compared to the third quarter of 2012 due to higher revenue in the current quarter offset by a lower CCD rate compared to the corresponding period last year. As a percentage of total revenue, revenue share & royalties decreased to 31.0% in the third quarter of 2013 from 31.9% in the third quarter of The reduction in the CCD rate was the key driver in the overall reduction in the percentage of this category. The Company has revenue sharing arrangements with certain automotive partners with varying rate structures, thus a change in vehicle mix of the underlying subscriber base or a change in the rate paid to each OEM will affect the overall revenue sharing rate. Year-to-date: Revenue share and royalties increased by $5.2 million or 8.5% to $66.8 million in 2013 from $61.5 in Revenue share & royalties increased in 2013 compared to 2012 due to higher revenues in the current period offset by a lower CCD rate as well as a lower overall revenue share rate paid to various automakers compared to last year. As a percentage of total revenue, revenue share & royalties decreased to 31.3% in 2013 from 32.1% in the same period prior year. Customer care & billing operations This category consists primarily of personnel and related costs associated with the ongoing operations of call centres as well as credit card payment processing fees. The Company operates onshore and offshore customer support centres through third party vendors. Third quarter: Customer care & billing operations costs increased by $0.6 million or 13.5% to $4.9 million in the third quarter of 2013 from $4.3 million in the third quarter of Customer care & billing operations costs are primarily driven by the volume derived from the Company s growing subscriber base. Customer care and billing costs increased due to a higher call volume as a result of a larger customer base. Also, during the quarter the Company experienced higher than normal call volumes related to both the price increase and from customers who were notified of the Company s decision to charge a fee for online listening. We anticipate call volumes to remain somewhat elevated in the fourth quarter before reverting to normalized levels in the following year. Year-to-date: Customer care & billing operations costs increased by $1.4 million or 10.7% to $14.5 million in 2013 compared to $13.1 million in 2012 while Self-Paying subscribers increased 10.4% year-over-year. Customer care & billing operations costs are primarily driven by the volume derived from the Company s growing subscriber base as well as incremental costs related to pricing changes implemented during the year. Monthly Customer Care and Billing Costs per Self-Paying Subscriber ($/Sub) Third quarter: As shown below, monthly customer care & billing costs per Self-Paying Subscriber increased slightly to $1.00 in the third quarter of 2013 from $0.98 in the third quarter of 2012 as the increase in customer care costs outpaced subscriber growth. Year-to-date: Customer care & billing costs per Self-Paying Subscriber decreased to $0.99 in 2013 from $1.01 in 2012 as costs did not increase in proportion to the growth in the subscriber base. TSX: XSR Page 11

12 Monthly Customer Care and Billing per Self-Paying Subscriber ($/Sub) $1.00 $0.98 $0.99 $1.01 Q Q YTD 2013 YTD 2012 Cost of merchandise The Company sells merchandise directly to new subscribers, existing subscribers who purchase additional radios, and to commercial accounts through our online store and call centres. Cost of merchandise consists primarily of the cost of radios, accessories and related fulfillment costs associated with the direct sale of this merchandise. Third quarter: Cost of merchandise increased by $0.2 million or 32.6% to $0.9 million in the third quarter of 2013 from $0.7 million in the third quarter of These costs are primarily driven by the volume of radios sold, which are mostly affected by promotional programs. Cost of merchandise increased year-over-year primarily due to a 33% increase in sales volume. Year-to-date: Cost of merchandise increased by $0.1 million or 2.4% to $2.3 million in 2013 compared to $2.2 million in Cost of merchandise increased year-over-year due to a 12% increase in sales volume offset by costs savings due to the rationalization of the Company s supply chain. Broadcast & operations Broadcast expenses include costs associated with the management and maintenance of systems, software, hardware, production and performance studios used in the creation and distribution of Canadianproduced channels. Operations expenses include operating costs of facilities, the terrestrial repeater network and information technology expenses related to the broadcast facilities. Third quarter: Broadcast & operations expenses remained unchanged at $0.4 million for the third quarters of 2013 and Year-to-date: Broadcast & operations expenses decreased by $0.1 million or 6.4% to $1.2 million in 2013 from $1.3 million in These expenses declined marginally compared to the same period prior year due to a reduction in maintenance costs as a result of the termination of certain agreements including repeater maintenance which was previously conducted by the CBC, a related party. Programming & content Includes the creative, production and licensing costs for live NHL programming associated with the Company s Canadian-produced channels, which includes third party content acquisition that are driven by programming initiatives. Programming & content also includes licensing costs paid to the CBC. The TSX: XSR Page 12

13 Company views programming & content as a cost of attracting and retaining subscribers. The NHL License cost is amortized over the NHL season, which generally runs for a nine month period beginning in October of each year. Third quarter: Programming & content expenses decreased by $0.2 million or 6.9%, to $2.8 million in the third quarter of 2013 from $3.0 million in corresponding quarter of The decrease is due partially to cost savings which resulted from the elimination of certain third party programming. Year-to-date: Programming & content expenses decreased by $2.2 million or 26.8% to $6.0 million in 2013 from $8.2 million in The decrease is due to lower costs associated with the NHL license in the current period compared to the same period last year as well as the elimination of certain third party programming. The Company realized approximately $2.1 million in savings in the current year due to the shortened NHL season, and is not expected to realize such savings in the next year. Marketing support Marketing support includes staffing costs directly associated with facilitating the sale of radio receivers through third party distribution channels, costs for converting OEM trial customers into Self-Paying Subscribers, retention costs, costs incurred by win-back initiatives and costs associated with marketing the SXM brand. Third quarter: Marketing support expenses decreased by $0.2 million or 10.2% to $1.8 million in the third quarter of 2013 from $2.0 million in corresponding quarter of 2012 primarily due to a decrease in professional fees, and lower compensation costs compared to same period last year. Year-to-date: Marketing support expenses remained relatively unchanged at $5.7 million in 2013 compared to the same period prior year. Subsidies These direct costs include the subsidization of radios, commissions paid to retail partners for the sale and activation of radios, chipset costs, warranty costs and certain promotional costs. Third quarter: Subsidy costs increased by $0.5 million or 4.3% to $13.1 million in the third quarter of 2013 from $12.5 million in the third quarter Subsidy costs increased due to an increase in hardware costs in the OEM channel partially offset by a decrease in hardware costs in the Aftermarket channel. Subsidies costs were higher in the OEM channel due to higher shipment of vehicles in the current quarter compared to same period last year partially offset by lower per-unit chipset costs. Subsidy costs were lower in the aftermarket channel due to a lower volume of radios sold resulting in lower hardware and commission costs. Per-unit chip set costs in the OEM channel declined as the next generation of chipsets, which are more economical, were integrated into certain vehicles. Subsidy costs may fluctuate throughout the year due to the seasonality of vehicle production. Year-to-date: Subsidy costs remained unchanged at $31.8 million in 2013 and Higher subsidies in the OEM channel resulting from higher volumes of vehicles shipped during the current period versus the comparative period last year were offset by lower costs in the aftermarket channel driven by lower commissions and promotional spending. TSX: XSR Page 13

14 SAC $47 $49 $46 $50 Q Q YTD 2013 YTD 2012 Subscriber Acquisition Costs 6 SAC was $47 and $49 for the third quarters of 2013 and 2012, respectively. SAC decreased relative to the comparative quarter due to a higher proportion of gross additions generated by winback activities in the current period compared to the corresponding period prior year as acquiring customers through the winback promotional program does not result in additional subsidy costs. While SAC may fluctuate on a quarterly basis, we anticipate that annual SAC will likely remain within a narrow range going forward. On a year-to-date basis, SAC was $46 and $50 for 2013 and 2012, respectively. SAC decreased during the period due to a higher proportion of gross additions from winback activities in the current period compared to the corresponding period prior year. Marketing Includes costs related to communications associated with converting trial subscribers to Self-Paying subscribers such as mailing and telephone costs, retail advertising through various media, co-operative advertising with distribution partners, sponsorships, and ongoing market research. These costs fluctuate based on the timing of these activities. Since a portion of the company s marketing spend is dedicated to converting trial subscribers to Self- Paying subscribers, marketing costs will increase once the Company no longer benefits from synergies in advertising and brand marketing and the volume of the trial subscribers increase. Third quarter: Marketing expenses increased by $2.0 million or 40.5% to $7.0 million in the third quarter of 2013 from $5.0 million in the comparable quarter in 2012 primarily due to a larger outbound telemarketing campaign in respect of the Company s free listening promotional program, higher spend on radio and online advertising, higher agency fees and higher costs to support the used vehicle program, partially offset by lower research costs. Year-to-date: Marketing expenses increased by $2.0 million or 12.3% to $18.2 million in 2013 from $16.2 million in This increase is due to higher spend on outbound telemarketing campaigns, radio and online advertising somewhat offset by lower spend on TV advertising and lower research costs. 6 Subscriber acquisition cost includes subsidy costs and net costs related to equipment sold directly to the consumer divided by total gross additions excluding the Non-Paid Promotional Subscribers for the period. TSX: XSR Page 14

15 CPGA $72 $68 $72 $74 Q Q YTD 2013 YTD 2012 Cost Per Gross Addition CPGA was $72 and $68 for the third quarters of 2013 and 2012, respectively. CPGA increased period-over-period due to higher marketing costs as mentioned above offset by higher year-over-year gross additions. The Company currently does not anticipate any meaningful changes in CPGA as both SAC and variable marketing spend stabilize going forward. CPGA is generally lower for subscribers gained through the pre-owned market as compared to subscribers gained through the new vehicle channel. On a year-to-date basis, CPGA was $72 and $74 for 2013 and 2012 respectively. CPGA declined in the first nine months of 2013 compared to the corresponding period in the prior year due to a higher proportion of gross additions being generated by winback activities. General & Administrative Expenses General & administrative expenses primarily include compensation, public company costs, office occupancy expenses and other corporate expenses. Third quarter: General & administrative expenses decreased by $1.4 million or 41.8% to $2.0 million in the third quarter of 2013 from $3.4 million in the third quarter of The main components of general & administrative expenses are: o o Compensation expenses: These costs decreased by $0.5 million to $1.2 million from $1.7 million on a year-over-year basis. The decrease is primarily due to a lower estimated variable compensation expense partially offset by higher costs due to an increase in headcount. Other expenses: These costs were approximately $0.9 million lower compared to the same period last year predominantly due to lower legal expenses and professional fees. Legal costs were significantly higher in the comparative period prior year due to the secondary offering of securities by two of the Company s significant shareholders; these costs were borne by the Company based on contractual arrangements. Year-to-date: General & administrative expenses decreased by $1.8 million or 20.6% to $6.9 million in 2013 from $8.7 million in The main components of general & administrative expenses are: TSX: XSR Page 15

16 o o Compensation expenses: These costs increased by $0.3 million to $4.1 million from $3.8 million on year-over-year basis. The increase is primarily due to higher wages as a result of an increase in headcount. Other expenses: These costs were approximately $2.1 million lower compared to the same period last year predominantly due to lower legal, audit and professional fees. Legal and audit fees were higher in the prior period because of the secondary offering of securities as mentioned above. Information Technology Information Technology expenses primarily include costs related to our subscriber management systems, data processing, communications cost, network infrastructure cost and people costs. Third quarter: Information technology expenses decreased by $0.7 million or 19.4% to $2.8 million in the third quarter of 2013 from $3.5 million in the third quarter of The decrease is a result of increased capitalization of labor costs primarily related to system enhancements to update the Company s Billing Revenue Management System ( BRM system ) as well as a reduction in third party related costs offset by higher costs due to an increase in headcount. Year-to-date: Information technology expenses decreased by $1.7 million or 17.0% to $7.8 million in 2013 from $9.5 million in The decrease is a result of increased capitalization of labor costs primarily related to system enhancements to update the BRM system as well as a reduction in third party related costs offset by higher costs due to an increase in headcount. The Company will seek to realize further synergies by consolidating subscriber management systems across a single platform. This consolidation initiative necessitates additional capital investment over the next 15 months. Severance and merger costs Severance and merger costs include restructuring costs incurred as a result of the merger. Third quarter: The Company did not incur any severance and merger costs in third quarter of 2013 compared to $0.1 million in the third quarter of Year-to-date: The Company did not incur any severance and merger costs in 2013 compared to $1.4 million in Stock-based Compensation Stock-based compensation expenses are related to the issuance of stock options, Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). The PSUs are subject to minimum performance targets. The Company recognizes a compensation expense in operating costs for each RSU and PSU expected to vest equal to the market value of the Company s common shares less the net present value of the expected dividend stream at the date on which RSUs and PSUs are awarded to each participant. The Company expects RSUs and PSUs to be settled through the payment of shares. Third quarter: Stock-based compensation expenses increased by $0.2 million to $0.5 million in the third quarter of 2013 from $0.3 million in third quarter of The increase in stock-based compensation is a result of RSUs and PSUs granted in the first quarter to certain employees. The number of PSUs that may vest will vary based on the Company meeting specified performance targets, ranging from nil if minimum performance targets are not met, to a maximum of 366,700 units. TSX: XSR Page 16

17 Year-to-date: Stock-based compensation expenses increased by $0.7 million to $1.9 million in 2013 from $1.2 million in The increase in stock-based compensation is a result of a one-time expense of $0.5 million associated with options granted to the Board of Directors in the first quarter which vested immediately and RSUs and PSUs granted in the first quarter to the certain employees. As of May 31, 2013, the Company had the following stock options outstanding: Stock Options Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Total Vested Unvested At September 1, $3.40 3,226,975 1,212,950 2,014,025 Granted $ , , ,700 Vested ,050 (500,050) Exercised $2.46 (526,500) (526,500) - Forfeited $4.67 (737,825) (537,875) (199,950) At May 31, $3.62 2,712, ,625 1,838,725 The tables below summarize the number of RSUs and PSUs granted and outstanding. RSUs outstanding Non-Vested Vested Grant Date Fair Value Outstanding - At September 1, Initial award issued 200,190 - $4.71 Forfeited (12,210) - $4.71 Outstanding - At May 31, ,980 - $4.71 PSUs outstanding Non-Vested Vested Grant Date Fair Value Outstanding - At September 1, Initial award issued 390,280 - $4.71 Forfeited (23,580) - $4.71 Outstanding - At May 31, ,700 - $4.71 Depreciation and amortization Third quarter: Depreciation and amortization expenses decreased by $0.6 million to $9.4 million in the third quarter of 2013 from $10.0 million in the third quarter of The decrease is a result of lower amortization of intangible assets of approximately $1.7 million due to the end of the first term of an OEM contract, partly offset by an increase in amortization on activation fees resulting from a reduction in the amortization period from 40 months to 20 months. Year-to-date: Depreciation and amortization expenses decreased by $4.5 million to $26.5 million in 2013 from $31.0 million in The decrease is a result of lower amortization of intangible assets of approximately $5.3 million due to the end of the first term of an OEM contract, partly offset by higher amortization due to the commencement of amortization of the Company s BRM project and an increase in amortization on activation fees resulting from a reduction in the amortization period from 40 months to 20 months. TSX: XSR Page 17

18 EBITDA $50.1 $30.8 $14.5 $8.8 Q Q YTD 2013 YTD 2012 The Company uses EBITDA and its variants such as Adjusted EBITDA, as included in the Non GAAP Financial Measures section, to gauge the performance of the business. The table below is a reconciliation of the Income (loss) before taxes to EBITDA and Adjusted EBITDA. Three months ended Nine months ended Adjusted EBITDA: Reconciliation May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 In ($ 000 s) Income/(Loss) before income taxes 1,253 (5,482) 11,738 (13,206) Interest expense & income 3,827 3,907 11,387 12,488 Foreign exchange loss & other Operating income (loss) 5,147 (1,199) 23,603 (169) Depreciation and amortization 9,374 10,005 26,511 30,990 EBITDA 14,521 8,806 50,114 30,821 Stock-based compensation ,858 1,160 Integration, restructuring and merger costs ,381 Fair value adjustments* Adjusted EBITDA 15,083 9,560 52,152 34,342 * Fair value adjustment relates to a reduction in revenue due to the valuation of deferred revenue under purchase price accounting. Third quarter: EBITDA improved by $5.7 million or 64.9% to $14.5 million in the third quarter of 2013 from $8.8 million in the third quarter of EBITDA improved compared to the same period last year primarily due to a $9.0 million revenue improvement, lower general administrative and information technology costs of $2.1 million, offset by higher Cost of Revenue of $2.9 million, higher marketing expenses of $2.4 million and higher stock based compensation of $0.2 million. As a percentage of revenue, EBITDA improved to 19.7% in the third quarter of 2013 from 13.6% in the third quarter of The improvement in EBITDA is a function of operational leverage as costs do not increase in lockstep with revenue leading to a higher flow through to EBITDA. Year-to-date: EBITDA improved by $19.3 million or 62.6% to $50.1 million in 2013 from $30.8 million in EBITDA improved compared to the same period last year primarily due to a $21.7 million revenue improvement, lower severance and merger costs of $1.4 million and lower general administrative and information technology costs of $3.4 million, offset primarily by higher Cost of Revenue of $4.4 million, higher stock based compensation of $0.7 million and higher marketing costs of $2.0 million. As a percentage of TSX: XSR Page 18

19 revenue, EBITDA improved to 23.5% in 2013 from 16.1% in The improvement in EBITDA is a function of operational leverage as well as a one-time benefit of approximately $2.1 million due to lower NHL license expense as a result of the delay to the NHL season. Excluding the one-time benefit of $2.1 million, EBITDA margin would have been 22.5%. Adjusted EBITDA $52.2 $34.3 $15.1 $9.6 Q Q YTD 2013 YTD 2012 Adjusted EBITDA Third quarter: Adjusted EBITDA improved by $5.5 million or 57.8% to $15.1 million in the third quarter of 2013 from $9.6 million in the third quarter Adjusted EBITDA improved compared to the same period last year primarily due to a $9.0 million revenue improvement, lower general administrative and information technology costs of $2.1 million, offset by higher Cost of Revenue of $2.9 million and higher marketing costs of $2.4 million. As a percentage of revenue, Adjusted EBITDA increased to 20.5% in the third quarter of 2013 from 14.8% in the third quarter of Year-to-date: Adjusted EBITDA improved by $17.8 million or 51.9% to $52.2 million in 2013 from $34.3 million in Adjusted EBITDA improved compared to the same period last year primarily due to a $21.7 million revenue improvement, lower general administrative and information technology costs of $3.4 million, offset by higher Cost of Revenue of $4.4 million, and higher marketing costs of $2.0 million. As a percentage of revenue, Adjusted EBITDA increased to 24.5% in the nine month period of 2013 from 17.9% in the comparative period of The improvement in Adjusted EBITDA is a function of operational leverage as well as a one-time benefit of approximately $2.1 million due to lower NHL license expense as a result of the delay to the NHL season. Excluding the one-time benefit of $2.1 million, the Adjusted EBITDA margin would have been 23.5%. Liquidity and Capital Resources Total cash, cash equivalents and short term investments at the end of the third quarter of fiscal 2013 were $51.5 million, a decrease of $0.3 million over the previous quarter. This decrease was mainly due to the payment of dividends totaling $14.3 million, partly offset by cash flow from operations of $13.6 million. The increase in cash flow from operations resulted from higher revenues and an improvement in our EBITDA margin compared to the previous quarter. When TSX: XSR Page 19

20 compared to the same quarter last year, cash flow from operations increased $4.9 million, an increase of 57%. Free Cash Flow increased by $6.0 million in the quarter compared to the same quarter last year. The increase in Free Cash Flow was primarily due to the increase in cash flow from operations year over year. Our financial position remains strong, driven by robust operating cash flow generation and modest capital expenditure requirements. However, cash and cash equivalents are not expected to increase in lockstep with Free Cash Flow due to the expected payment of cash dividends. A corollary of an improvement in our cash position is an improvement in our risk position through debt deleveraging. Net debt to Adjusted EBITDA declined to 1.46 times in the current quarter ended May 31, 2013 from 2.29 times in the comparative quarter last year. Debt to Adjusted EBITDA declined to 2.26 times in the quarter ended May 31, 2013 from 3.23 times in the comparative quarter last year. We expect an increase in capital expenditure for fiscal 2013 and 2014 as we unify our subscriber management system but then anticipate a decline in 2015 and beyond. A substantial portion of our existing debt obligations does not mature until fiscal 2018 and we currently do not have other obligations requiring meaningful cash outflow until fiscal 2015 when the Company s $20 million in convertible debentures comes due. The Company s cash flows from operating, investing and financing activities are summarized in the following table: Three months ended Nine months ended Cash Flow Data May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 (in $s) Cash provided by (used in) operating activities 13,591,364 8,664,034 45,425,987 30,648,032 Cash provided by (used in) investing activities (336,647) (1,371,987) (10,752,000) (2,517,722) Cash provided by (used in) financing activities (13,548,947) (877,306) (39,402,971) (11,656,688) Net Change in cash and cash equivalents (294,230) 6,414,741 (4,728,984) 16,473,622 Cash and cash equivalents, beginning of period 46,599,995 36,074,320 51,034,749 26,015,439 Cash and cash equivalents, end of period 46,305,765 42,489,061 46,305,765 42,489,061 Three months ended Nine months ended Free Cash Flow May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 Cash provided by operating activities 13,591,364 8,664,034 45,425,987 30,648,032 Capital expenditures (336,647) (1,371,987) (5,497,279) (2,517,722) Free Cash Flow 13,254,717 7,292,047 39,928,708 28,130,310 Operating Activities Cash flow from operating activities primarily consist of net income adjusted for certain non-cash items including amortization, deferred tax expense or recovery, stock-based compensation, unrealized foreign exchange gains and losses and the effect of changes in non-cash working capital and accruals for cash interest payments. Third quarter: During the current quarter, cash generated from operating activities was $13.6 million, consisting of net income of $0.8 million adjusted for net non-cash expenses and losses of $14.3 million and a $1.5 million decrease in working capital. The decrease in working capital in the period is primarily due to a $5.3 million increase in accounts receivable primarily due to timing of payments received, which was partly offset by an increase in trade and other payable of $2.7 million due to timing of invoice payments and increase in deferred revenue of $1.2 million due to higher customer prepayments during the period. Year-to-date: Cash generated from operating activities was $45.4 million, consisting of net income of $8.1 million adjusted for net non-cash expenses and losses of $36.8 million and a $0.5 million increase in working capital. The increase in working capital is primarily due to an increase in deferred revenue of $2.5 million due to customer prepayments during the period, and an increase in liabilities $1.2 million, which was partly off an increase in accounts receivable of $2.3 million due to timing of payments and an increase in prepaid expenses of $1.0 million. Investing Activities Cash flow from investing activities consists primarily of capital expenditures, purchases of intangible assets relating to computer software and purchase of short term investments. TSX: XSR Page 20

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