Significant events. Newfoundland Capital Corporation Limited 1

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1 Newfoundland Capital Corporation Limited Second Quarter 2015 Period Ended June 30 (unaudited) Dartmouth, N.S. August 13, 2015, Newfoundland Capital Corporation Limited ( Company ) today announces its financial results for the second quarter ending June 30, Highlights Revenue for the second quarter of $42.6 million was $0.3 million or 1% higher than the same quarter last year and year-to-date revenue of $78.1 million was $7.3 million or 10% higher. The increase year-to-date was primarily attributable to the revenue generated by the stations in Toronto, Ontario and Vancouver, British Columbia, which were acquired March 31, Earnings before interest, taxes, depreciation and amortization ( EBITDA (1) ) of $12.5 million in the second quarter were $0.3 million or 3% higher than the second quarter last year and year-todate EBITDA of $19.6 million was $2.9 million or 17% higher than The significant increase in year-to-date EBITDA was due primarily to the acquired stations. Organic EBITDA growth was 3% in the quarter and 6% year-to-date. Profit for the period of $6.0 million was $1.5 million or 20% lower than the same quarter last year because this quarter there was an increase in income tax expense due to changes in future corporate income tax rates while the prior year had gains in marketable securities. Year-to-date profit of $8.5 million was $4.2 million higher than last year due primarily to the fact that last year s profit was impacted by acquisition-related costs of $8.8 million related to the Toronto and Vancouver business acquisition. The Board of Directors declared a dividend of $0.06 per share on each of the Company s Class A Subordinate Voting Shares and Class B Common Shares on August 13, 2015, payable on September 15, 2015 to all shareholders of record as at August 31, Significant events During the second quarter, the Company repurchased 405,000 of its outstanding shares for cash consideration of $3.6 million. Subsequent to quarter end, in July, an additional 1,164,800 shares were repurchased for $10.3 million. Financial results were positive in the second quarter with both revenue and EBITDA exceeding the prior year, commented Rob Steele, President and Chief Executive Officer. Recent listener ratings have been very encouraging in most markets. With these positive ratings, along with the continued efforts to increase revenue and reduce discretionary spending, the Company should achieve a successful second half of the year. Financial Highlights Second Quarter (thousands of Canadian dollars except share information) Revenue $ 42,598 42,298 EBITDA (1) 12,474 12,162 Profit for the period 6,034 7,541 Earnings per share basic Earnings per share diluted Share price, NCC.A (closing) Weighted average number of shares outstanding (in thousands) 27,915 28,155 Total assets 358, ,526 Long-term debt, including current portion 141, ,962 Shareholders equity 145, ,091 (1) Refer to page 11 Non-IFRS Accounting Measure Newfoundland Capital Corporation Limited 1

2 MANAGEMENT S DISCUSSION AND ANALYSIS The purpose of the Management s Discussion and Analysis ( MD&A ) is to provide readers with additional complementary information regarding the financial condition and results of operations for Newfoundland Capital Corporation Limited (the Company ) and should be read in conjunction with the unaudited condensed interim consolidated financial statements ( interim financial statements ) and related notes for the periods ended June 30, 2015 and 2014 prepared in accordance with International Financial Reporting Standards ( IFRS ), as well as the annual audited consolidated financial statements and related notes prepared in accordance with IFRS and the MD&A contained in the Company s 2014 Annual Report. The Company s second quarter 2015 interim financial statements and the accompanying notes have been prepared in accordance with International Accounting Standard ( IAS ) 34, Interim Financial Reporting as issued by the International Accounting Standards Board ( IASB ) and using the accounting policies described therein. These interim financial statements include the accounts of the Company and other entities in which the Company controls in accordance with IAS 27 Consolidated and Separate Financial Statements and are reported in Canadian dollars. These documents along with the Company s Annual Information Form, its Management Proxy Circular dated March 6, 2015 and other public information are filed electronically with various securities commissions in Canada through the System for Electronic Document Analysis and Retrieval ( SEDAR ) and can be accessed at This information is also available on the Company s website at The Board of Directors, upon recommendation of the Audit and Governance Committee, approved the content of this MD&A on August 13, Disclosure contained in this document is current to this date, unless otherwise stated. Management s Discussion and Analysis of financial condition and results of operations contains forward-looking statements and forward-looking information within the meaning of Canadian provincial securities laws. These forward-looking statements are based on current expectations. The use of terminology such as expect, intend, anticipate, believe, may, will, should, would, plan and other similar terminology relate to, but are not limited to, objectives, goals, plans, strategies, intentions, outlook and estimates. By their very nature, these statements involve inherent risks and uncertainties, many of which are beyond the Company s control, which could cause actual results to differ materially from those expressed in such forward-looking statements. As a result, there is no guarantee that any forward-looking statements will materialize and readers are cautioned not to place undue reliance on these statements. Assumptions, expectations and estimates made in the preparation of forward-looking statements and risks that could cause our actual results to differ materially from our current expectations are discussed in detail in the Risks and Opportunities section of this MD&A. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. CORPORATE PROFILE Newfoundland Capital Corporation Limited owns and operates Newcap Radio, which is one of Canada's leading radio broadcasters with 95 licences across Canada. The Company reaches millions of listeners each week through a variety of formats and is a recognized industry leader in radio programming, sales and networking. It is Canada s largest pure-play radio company, employing approximately 1,000 of the best radio professionals across the country. The Company s portfolio of radio assets includes 80 FM and 15 AM licences which can be heard throughout Canada. Most of our stations are globally accessible via the internet and various mobile device applications, allowing listeners the flexibility to tune in to our stations at anytime from anywhere. The shares of the Company trade on the Toronto Stock Exchange under the symbols NCC.A and NCC.B. STRATEGY AND OBJECTIVES The Company s long-term strategy is to maximize returns on existing operations and add new licences through business and licence acquisitions and through the Canadian Radio-television and Telecommunications Commission ( CRTC ) licence application process. The Company s day-to-day operating objective is to grow its existing operations by increasing advertising revenue and remaining focused on controlling costs to maximize EBITDA margins. Management will continue to explore acquisition and expansion opportunities that fit the Company s objectives and it will make applications to the CRTC for new licences. The Company s commitment to its talented employees, its customers, its listeners and to the communities it serves remains critical to its success. CORPORATE DEVELOPMENTS The following is a review of the key corporate developments which should be considered when reviewing the Consolidated Financial Performance Review section. The results of the acquired or launched stations have been included in the interim financial statements since the respective acquisition and launch dates. 2 Newfoundland Capital Corporation Limited

3 Recent Developments: July 2014 completed the acquisition of CHNI-FM (Rock 88.9) in Saint John, New Brunswick for cash consideration of $0.8 million. March 2014 acquired five radio stations located in Toronto, Ontario and Vancouver, British Columbia for cash consideration of $111.9 million. The stations acquired consisted of Boom 97.3 and Flow 93.5 in Toronto, and Z95.3, LG and CISL 650 in Vancouver. February 2014 received CRTC approval for a new FM licence in Hinton, AB. This station is scheduled to be on air later in January 2014 received CRTC approval for a new FM licence in Fox Creek, Alberta (a repeater of CFXW-FM Whitecourt, Alberta). This licence was launched earlier in the year. CONSOLIDATED FINANCIAL PERFORMANCE REVIEW Business Combinations in 2014 On March 31, 2014, the Company completed the largest business acquisition in its history when it acquired two radio stations in Toronto, Ontario and three in Vancouver, British Columbia. The total cash consideration paid was $111.9 million. On July 28, 2014, the Company acquired an FM station in Saint John, New Brunswick for cash consideration of $0.8 million. The financial results of these stations have been included in profit since their respective acquisition dates. Additional details on these business combinations can be found in note 4 of the interim financial statements. Consolidated Financial Results of Operations Three months ended June 30 Six months ended June 30 (thousands of Canadian dollars, except percentages and per share data) % Change % Change Revenue $ 42,598 42,298 1% 78,103 70,761 10% Operating expenses (30,124) (30,136) (58,542) (54,062) 8% EBITDA (1) 12,474 12,162 3% 19,561 16,699 17% Depreciation, amortization and accretion (1,271) (1,414) (10%) (2,581) (2,495) 3% Interest expense (1,478) (1,840) (20%) (3,626) (2,721) 33% Other income (expense) 53 1,015 (128) (5,905) Profit before provision for income taxes 9,778 9,923 (1%) 13,226 5, % Provision for income tax expense (3,744) (2,382) 57% (4,690) (1,241) 278% Profit for the period $ 6,034 7,541 (20%) 8,536 4,337 97% Earnings per share Basic $ Diluted (1) EBITDA Earnings before interest, taxes, depreciation and amortization refer to page 11 Non-IFRS Accounting Measure ANALYSIS OF CONSOLIDATED FINANCIAL RESULTS A detailed analysis of the variations in revenue, operating expenses and EBITDA are included in the section entitled Financial Review by Segment. Revenue In the second quarter, consolidated revenue of $42.6 million was $0.3 million or 1% higher than the same quarter last year and year-to-date revenue of $78.1 million was $7.3 million or 10% higher than The year-to-date increase was primarily attributable to the revenue generated by the stations in Toronto, Ontario and Vancouver, British Columbia, which were acquired March 31, Operating expenses In the second quarter, consolidated operating expenses of $30.1 million were on par with the same period last year while year-to-date operating expenses of $58.5 million were $4.5 million or 8% higher than Newfoundland Capital Corporation Limited 3

4 Operating expenses were higher because of the incremental costs related to the stations acquired in the broadcasting segment on March 31, Excluding these costs, operating expenses year-to-date were lower than last year by $1.2 million or 2% as a result of reduced discretionary spending and the fact that last year included certain one-time marketing expenses. EBITDA In the second quarter, consolidated EBITDA of $12.5 million was $0.3 million or 3% higher than the same period last year and year-to-date EBITDA of $19.6 million was $2.9 million or 17% higher than While the majority of the increase was a result of the acquired stations, organic EBITDA was 3% higher than the same quarter last year and 6% higher than the six months ended June 30, Depreciation, amortization and accretion of other liabilities In the quarter, depreciation and amortization expense were higher than 2014 because of a higher asset base. Accretion of other liabilities arises from discounting Canadian Content Development ( CCD ) commitments to reflect the fair value of the obligations. Accretion expense was lower than last year because as the CCD liabilities are repaid, accretion expense is accordingly lower. Interest expense Interest expense in the second quarter of $1.5 million was $0.4 million or 20% lower than the same quarter last year because of lower effective interest rates. Year-to-date interest of $3.6 million was $0.9 million or 33% higher than last year because the Company increased its debt on March 31, 2014 in order to finance the Toronto and Vancouver acquisition. Other income (expense) Other income (expense) generally consists of gains and losses, realized and unrealized, on the Company s marketable securities and items that are not indicative of the Company s core operating results, and not used in the evaluation of the Company s performance such as acquisition-related costs and impairment charges. Other income in the second quarter was $0.1 million compared to $1.0 million in 2014 while year-to-date other expense was $0.1 million compared to $5.9 million the same time last year. Last year s expense included acquisition-related costs of $8.8 million. In the second quarter, the Company s mark-to-market unrealized gains of $0.2 million on its marketable securities were on par with the second quarter last year while year-to-date unrealized gains were less than $0.1 million compared to unrealized gains of $1.5 million last year. As a result of the sale of certain marketable securities, realized losses in the quarter and year-to-date were $0.1 million compared to realized gains of $0.8 million in the respective comparative periods. Refer to note 4 in the interim financial statements for additional details on the acquisition-related costs and note 10(a) for details on mark-to-market gains and losses. Provision for income taxes In the second quarter, the effective tax rate was 38% and the year-to-date rate was 35% which were higher than the statutory tax rate of 31%. There were two factors that contributed to the increase. The provincial tax rate in Alberta is increasing and that has caused an increase in the deferred tax liabilities, particularly those associated with the broadcast licences. In addition, certain tax estimates were updated in the second quarter resulting in an increase in current tax expense. Profit for the period Profit for the second quarter of $6.0 million was $1.5 million or 20% lower than the same quarter last year because this quarter there was an increase in income tax expense due to changes in future corporate income tax rates while the prior year had gains in marketable securities. Year-to-date profit of $8.5 million was $4.2 million higher than last year due primarily to the fact that last year's profit was impacted by acquisition-related costs of $8.8 million related to the Toronto and Vancouver business acquisition. Other comprehensive income ( OCI ) OCI includes the net change in the fair value of the Company s cash flow hedge and actuarial gains and losses arising on the Company s defined benefit pension plans. The after-tax loss included in OCI in the second quarter of 2015 was less than $0.1 million (2014 $nil) while the year-to-date after-tax loss was $0.1 million (2014 less than $0.1 million). 4 Newfoundland Capital Corporation Limited

5 FINANCIAL REVIEW BY SEGMENT Consolidated financial figures include the results of operations of the Company s two separately reported segments Broadcasting and Corporate and Other. The Company provides information about segment revenue and segment EBITDA because these financial measures are used by its key decision makers in making operating decisions and evaluating performance. For additional information about the Company s segmented information, see note 12 of the Company s interim financial statements. Broadcasting Segment The Broadcasting segment derives its revenue from the sale of broadcast advertising from its licences across the country. Advertising revenue can vary based on market and economic conditions, the audience share of a radio station, the quality of programming and the effectiveness of a company s team of sales professionals. Cash-generating units ( CGU s ) within the Broadcasting segment are managed and evaluated based on their revenue and EBITDA. The following summarizes the key operating results of the Broadcasting segment. Broadcasting Financial Results of Operations Three months ended June 30 Six months ended June 30 (thousands of Canadian dollars, Organic Organic except percentages) % Change Growth % Change Growth Revenue $ 41,683 41,377 1% 76,329 69,033 11% (1%) Operating expenses (26,181) (27,270) (4%) (5%) (51,808) (48,192) 8% (5%) EBITDA $ 15,502 14,107 10% 10% 24,521 20,841 18% 9% EBITDA margin 37% 34% 3% 3% 32% 30% 2% 2% Revenue Broadcasting revenue in the second quarter of $41.7 million was $0.3 million or 1% higher than last year. Organic (same-station) revenue was flat in the quarter. Year-to-date broadcasting revenue of $76.3 million was $7.3 million or 11% higher than 2014 which was due to incremental revenue from the stations acquired on March 31, 2014 in Toronto and Vancouver. The overall industry growth rate for the six months ended June 30, 2015 was negative 1%. National advertising revenue in the industry has declined year-to-date. The Company s organic national revenue was 7% lower than Organic local revenue was 2% higher than The Company s markets that have experienced the most growth in 2015 are Calgary with a 19% increase over the same time last year and Charlottetown with a 15% increase. Operating expenses For the second quarter, broadcasting operating expenses were $26.2 million, down $1.1 million or 4% lower than the same quarter last year while year-to-date expenses of $51.8 million were $3.6 million or 8% higher than Year-to-date operating expenses were higher because of the incremental costs related to the stations acquired in Toronto and Vancouver on March 31, Excluding these costs, broadcasting operating expenses year-to-date were lower than last year by $2.1 million or 4% as a result of reduced discretionary spending and the fact that last year included certain one-time marketing expenses. EBITDA Second quarter broadcasting EBITDA of $15.5 million was $1.4 million or 10% better than 2014 and yearto-date EBITDA of $24.5 million was $3.7 million or 18% higher than the same time last year. While the primary factor for increased EBITDA was the incremental results from the acquired stations; the effort to reduce costs in the organic markets resulted in organic EBITDA increasing by 10% in the quarter and 9% year-to-date. Corporate and Other Segment The Corporate and Other segment derives its revenue from hotel operations. Corporate and Other expenses are related to head office functions and hotel operations. Newfoundland Capital Corporation Limited 5

6 Corporate and Other Financial Results of Operations (thousands of Canadian dollars, Three months ended June 30 Six months ended June 30 except percentages) % Change % Change Revenue $ (1%) 1,774 1,728 3% Operating expenses (3,943) (2,866) 38% (6,734) (5,870) 15% EBITDA $ (3,028) (1,945) (56%) (4,960) (4,142) (20%) Revenue Revenue in the second quarter of $0.9 million was comparable to the second quarter last year and year-todate revenue of $1.8 million was 3% higher than last year due to increased hotel revenue. Operating expenses Operating expenses of $3.9 million in the second quarter were $1.1 million or 38% higher than the second quarter in 2014 and operating expenses of $6.7 million year-to-date were $0.9 million or 15% higher than the same time last year. The increase in the quarter and year-to-date was attributable to executive changes at the Company s head office. EBITDA EBITDA in the quarter was negative $3.0 million which was $1.1 million or 56% lower than last year and year-to-date EBITDA was negative $5.0 million which was $0.8 million or 20% lower than the same period last year. The decreases were due to higher operating expenses. SELECTED QUARTERLY FINANCIAL INFORMATION The Company s revenue and operating results vary, depending on the quarter. The first quarter is a period of lower retail spending and as a result, advertising revenue is lower. The fourth quarter tends to be a period of higher retail spending. Profit in the fourth quarter of 2014 was negatively impacted by a $5.7 million impairment charge and mark-to-market losses of $0.8 million. In the third and second quarter of 2014, results from the Toronto and Vancouver stations increased revenue and profit. During the first quarter of 2014, the Company incurred acquisition-related costs of $8.4 million arising from the Toronto and Vancouver business acquisition which decreased profit. Profit in the fourth quarter of 2013 benefited from a $3.8 million gain on disposal of the Fort McMurray net assets. Third quarter profit for 2013 was positively impacted by a reduction in provision for income taxes. (thousands of Canadian dollars except per share data) 2nd 1 st 4 th 3 rd 2 nd 1 st 4 th 3 rd Revenue $ 42,598 35,505 44,438 39,301 42,298 28,463 35,649 32,749 Profit (loss) for the period 6,034 2,502 2,593 4,265 7,541 (3,204) 10,295 8,656 Earnings per share Basic (0.11) Diluted (0.11) Selected cash flow information six months ended June 30, 2015 Cash flows from operating activities of $8.9 million combined with net debt borrowings of $3.5 million were used primarily to purchase property and equipment totaling $5.3 million, repurchase capital stock for $3.6 million and pay dividends of $2.5 million. Selected cash flow information six months ended June 30, 2014 Cash flows from operating activities of $6.1 million combined with net debt borrowings of $108.9 million were used primarily to finance the $111.9 million business acquisition of broadcasting operations in Toronto and Vancouver, pay dividends totaling $2.5 million and purchase property and equipment of $2.8 million. Capital expenditures and capital budget Capital expenditures for 2015 are expected to be slightly higher than originally forecast with an approximate spend of $10.5 million. The major expenditures include the relocation to new studios in Toronto, the continuation of investment in new broadcasting digital and automation equipment as well as capital costs 6 Newfoundland Capital Corporation Limited

7 associated with improving signals and frequency changes. broadcast equipment to improve operating efficiencies. The Company continuously upgrades its FINANCIAL CONDITION Total assets Assets of $358.7 million were $2.0 million higher than December 31, 2014 due primarily to the increase in capital assets. Liabilities, shareholders equity and capital structure As at June 30, 2015, the Company had $1.4 million of current bank indebtedness (2014 $1.1 million) and $141.9 million of long-term debt, of which $11.3 million was current (2014 $138.5 million of which $11.3 million was current). The capital structure consisted of 41% equity ($145.4 million) and 59% liabilities ($213.3 million) at quarter end ( % equity or $138.1 million and 62% liabilities or $224.4 million). LIQUIDITY Liquidity risk Liquidity risk is the risk that the Company is not able to meet its financial obligations as they become due or can do so only at excessive cost. The Company s growth is financed through a combination of the cash flows from operations and borrowings under the existing credit facilities. One of management s primary goals is to maintain an optimal level of liquidity through the active management of the assets and liabilities as well as the cash flows. Management deems its liquidity risk to be low and this is explained in the paragraphs that follow. Credit facilities and covenants The Company has two syndicated credit facilities. The first one is a $90.0 million revolving credit facility. This type of facility provides flexibility with no scheduled repayment terms. The Company also has a $90.0 million non-revolving credit facility that was drawn on March 31, 2014 to finance the Toronto and Vancouver business acquisition. The non-revolving facility is being amortized over eight years and is repayable in quarterly instalments of $2.8 million. In May 2015, the Company amended its credit facilities to reduce interest rates by 0.5%, change certain covenants and to extend the maturity date for both credit facilities to May 31, The Company is subject to covenants on its credit facilities. The Company s bank covenants include certain maximum or minimum ratios such as total debt to EBITDA ratio and fixed charge coverage ratio. Other covenants include seeking prior approval for acquisitions or disposals in excess of a quantitative threshold. The Company was in compliance with the covenants throughout the quarter and at quarter end. Cash flow from operations and funds available from the Company s $90.0 million revolving credit facility have been the primary funding sources of working capital, capital expenditures, CCD payments, dividend payments, debt repayments, and other contractually required payments through the past several years. In accordance with the terms of the Company s credit facilities, the undrawn amount as at June 30, 2015 approximated $26.0 million of which $10.3 million was used subsequent to quarter end to repurchase capital stock described below. Positive cash balances The Company does not maintain any significant positive cash balances; instead it uses the vast majority of its positive cash balances to reduce debt and minimize interest expense. As a result, the Company nets its deposits in banks with bank indebtedness. The fact that the Company does not have positive cash positions on its balance sheet does not pose an increase to its liquidity risk because the Company generates cash from operations and, as part of its credit facility, it has a $5.0 million current operating credit line to fund any current obligations and it can also access any unused capacity in its revolving credit facility to fund obligations. Newfoundland Capital Corporation Limited 7

8 Working capital requirements As at June 30, 2015, the Company s net working capital was $2.9 million. The cash from current receivables should be sufficient to cover the Company s current obligations to its suppliers and employees and in combination with ongoing cash from operations and the availability of cash from its revolving credit facility, the Company will be able to meet all other current cash requirements as they arise. If cash inflows from customers are not sufficient to cover current obligations, because of timing issues, the Company has access to a $5.0 million operating credit line. Future cash requirements Other than for operations, the Company s cash requirements are mostly for interest payments, repayment of debt, capital expenditures, CCD payments, dividends and other contractual obligations. Management anticipates that its cash flows from operations will provide sufficient funds to meet its cash requirements. Based on the above discussion and internal analysis, management deems its liquidity risk to be low. COMMITMENTS AND CONTRACTUAL OBLIGATIONS Since the publication of the 2014 Annual MD&A (dated February 26, 2015), the Company s commitments and contractual obligations have not changed other than the increase in long term debt. SHARE CAPITAL Outstanding share data The weighted average number of shares outstanding at June 30, 2015 was 28,050,000 ( ,150,000). As of this date, there are 22,848,572 Class A Subordinate Voting Shares ( Class A Shares ) and 3,769,322 Class B Common Shares ( Class B Shares ) outstanding. Dividends Subsequent to quarter end, the Board of Directors declared a dividend of $0.06 per share on each of the Company s Class A Subordinate Voting Shares and Class B Common Shares, payable on September 15, 2015 to all shareholders of record as at August 31, Dividends of $0.09 per share were declared in December to all shareholders of record as of December 31, Dividends of $2.5 million were paid January 30, Share repurchases The Company has approval under a Normal Course Issuer Bid to repurchase up to 1,200,495 Class A Subordinate Voting Shares ( Class A shares ) and 75,386 Class B Common Shares ( Class B shares ). This bid expires May 24, During the second quarter and year-to-date, 405,000 Class A outstanding shares were repurchased for cash consideration of $3.6 million (no shares were repurchased in 2014) under the Normal Course Issuer Bid that was in effect until May 21, As a result of the share repurchases, capital stock was reduced by $0.6 million and retained earnings by $3.0 million. Subsequent to the second quarter, 1,164,800 shares were repurchased for $10.3 million. SHARE-BASED COMPENSATION PLANS Executive stock option plan A total of 2,202,500 stock options are outstanding pursuant to the Company s executive stock option plan. During the quarter and year-to-date, no options were granted by the Company (2014 Nil). 20,000 options were exercised in the quarter (2014 Nil). Year-to-date, 145,000 options were exercised using the cashless exercise option resulting in 32,724 shares issued from treasury ( ,500 options exercised with 26,767 shares issued from treasury). Compensation expense related to the stock option plan in the quarter and year-to-date was $nil (2014 less than $0.1 million). Stock appreciation rights plan There are no stock appreciation rights outstanding as at June 30, During the first quarter, the last 50,000 rights were exercised for cash proceeds of $0.1 million ( ,500 rights exercised for $0.2 million). 8 Newfoundland Capital Corporation Limited

9 Compensation expense related to stock appreciation rights in the second quarter and year-to-date was $nil (2014 recovery of less than $0.1 million). The total obligation for these rights at the end of the quarter was $nil (2014 $0.1 million). FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT For more detailed disclosures about derivative financial instruments and financial risk management, refer to note 10 of the interim financial statements. Interest rate risk management The Company has in place an interest rate swap agreement with a Canadian Chartered Bank to hedge its exposure to fluctuating interest rates on its long-term debt. The swap has a notional amount of $45,000,000 and expires in May The swap agreement involves the exchange of the three-month bankers acceptance floating interest rate for a fixed interest rate. The difference between the fixed and floating rates is settled quarterly with the bank and recorded as an increase or decrease to interest expense. A 0.5% change in the projected floating interest rates during the remaining term of the swap agreement would have impacted the fair value of the interest rate swap at June 30, 2015 by approximately $0.4 million which would have flowed through profit. As at June 30, 2015, the aggregate fair value payable of the swap agreement was $1.1 million (2014 $0.7 million). Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The fair value of the Company s marketable securities is affected by changes in the quoted share prices in active markets. Such prices can fluctuate and are affected by numerous factors beyond the Company s control. In order to minimize the risk associated with changes in the share price of any one particular investment, the Company diversifies its portfolio by investing in various industries and only invests a certain amount of funds in marketable securities. It also conducts regular financial reviews of publicly available information related to its investments to determine if any identified risks are within tolerable risk levels. Credit risk management The Company is subject to normal credit risk with respect to its receivables. A large customer base and geographic dispersion minimize the concentration of credit risk. Credit exposure is managed through credit approval and monitoring procedures. The Company does not require collateral or other security from clients for trade receivables; however the Company does perform credit checks on customers prior to extending credit. Based on the results of credit checks, the Company may require upfront deposits or full payments on account prior to providing service. The Company reviews its receivables for possible indicators of impairment on a regular basis and as such, it maintains a provision for potential credit losses. The Company is of the opinion that the provision for potential losses adequately reflects the credit risk associated with its receivables. Amounts would be written off directly against accounts receivable and against the allowance only if and when it was clear the amount would not be collected due to customer insolvency. Historically, the significance and incidence of amounts written off directly against receivables have been low. The Company believes its provision for potential credit losses is adequate at this time given the current economic circumstances. Credit exposure on financial instruments arises from the possibility that a counterparty to an instrument in which the Company is entitled to receive payment fails to perform. Counterparty risk is managed by only dealing with Canadian Chartered Banks having high credit ratings. Capital Management The Company defines its capital as shareholders equity. The Company s objective when managing capital is to pursue its strategy of growth through acquisitions and through organic operations so that it can continue to provide adequate returns for shareholders. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying Newfoundland Capital Corporation Limited 9

10 assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or repurchase shares. The Directors and senior management of the Company are of the opinion that from time to time the purchase of its shares at the prevailing market price would be a worthwhile investment and in the best interests of the Company and its shareholders. Material transactions and those considered to be outside the ordinary course of business, such as acquisitions and other major investments or disposals, are reviewed and approved by the Board of Directors. FUTURE ACCOUNTING STANDARDS Standards issued but not yet effective up to the date of issuance of the Company s annual financial statements are listed below. This listing is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt those standards when they become effective. IFRS 9 Financial Instruments In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. Management is assessing the impact the adoption of IFRS 9 will have on the classification and measurement of the Company s financial assets and financial liabilities. IFRS 11 Joint Arrangements IFRS 11 addresses the accounting for interests in joint ventures and joint operations. The amendments add new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business. The amendments specify the appropriate accounting treatment for such acquisitions. The standard comes into effect on January 1, 2016 and is not likely to apply to the Company. IFRS 15 Revenue from Contracts with Customers IFRS 15 applies to all revenue contracts and provides a five step model for the recognition and measurement of revenue earned from a contract with a customer. The standard s requirements will also apply to the recognition and measurement of gains and losses on the sale of certain non-financial assets that are not an output of the entity s ordinary activities. In July 2015, the International Accounting Standards Board (IASB) deferred the effective date from January 1, 2017 to January 1, 2018 with earlier adoption permitted. The Company will monitor the impact, if any, this standard will have on its revenue recognition procedures. CRITICAL ACCOUNTING ESTIMATES There has been no substantial change in the Company s critical accounting estimates since the publication of the 2014 Annual MD&A dated February 26, OFF-BALANCE SHEET ARRANGEMENTS The Company s off-balance sheet arrangements consist of operating leases. Other than these, which are considered in the ordinary course of business, the Company does not have any other off-balance sheet arrangements and does not expect to enter into any other such arrangement other than in the ordinary course of business. RELATED PARTY TRANSACTIONS These annual financial statements include the financial statements of the following wholly-owned subsidiaries: Newcap Inc., the Glynmill Inn Incorporated, Canada Inc., Canada Inc., Canada Inc., Canada Inc. and Canada Inc. Any balances owing or receivable between these entities are eliminated on consolidation. Related party transactions during the quarter were reviewed and there were no material transactions and all transactions were at fair market value. 10 Newfoundland Capital Corporation Limited

11 RISKS AND OPPORTUNITIES There has been no substantial change in the Company s risks and opportunities since the publication of the 2014 Annual MD&A dated February 26, CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There were no changes in the Company s internal controls over financial reporting that occurred in the six months ending June 30, 2015 that have materially affected, or are likely to materially affect, the Company s internal controls over financial reporting. OUTLOOK The financial results from the acquired stations in Toronto and Vancouver have continued to have a very positive impact on the Company s financial results. During the last twelve months, consolidated revenue was $162 million and EBITDA was $44.5 million. Ratings in these markets have been quite strong in recent months. These stations are expected to continue to contribute positively to future results. While organic revenue has been flat compared to last year, the plan in place to reduce discretionary spending has been successful with organic EBITDA growing by 3% in the quarter and 6% year-to-date. This is an improvement over 2014 when organic results were below expectations. With these efforts, along with the encouraging listener ratings in most markets, the Company should achieve a successful second half of the year. Non-IFRS Accounting Measure (1) EBITDA is calculated as revenue less operating expenses (which include direct cost of sales and general and administrative expenses) as reported in the Company s interim consolidated income statements. EBITDA may be calculated and presented by operating segment or for the consolidated results of the Company. The Company believes this is an important measure because the Company s key decision makers use this measure internally to evaluate the performance of management. The Company s key decision makers also believe certain investors use it as a measure of the Company s financial performance and for valuation purposes. EBITDA is therefore calculated before (i) non-cash expenses such as depreciation, amortization and accretion of other liabilities, (ii) interest expense and (iii) items not indicative of the Company s core operating results, and not used in the evaluation of the operating segments or the consolidated Company s performance such as: acquisition-related costs, impairment charges and other income (expense). A calculation of this measure is as follows: Three months ended June 30 Six months ended June 30 (thousands of Canadian dollars) Profit for the period $ 6,034 7,541 8,536 4,337 Provision for income tax expense 3,744 2,382 4,690 1,241 Other (income) expense (53) (1,015) 128 5,905 Interest expense 1,478 1,840 3,626 2,721 Depreciation, amortization and accretion of other liabilities 1,271 1,414 2,581 2,495 EBITDA $ 12,474 12,162 19,561 16,699 EBITDA is not defined by IFRS and is not standardized for public issuers. This measure may not be comparable to similar measures presented by other public enterprises. Newfoundland Capital Corporation Limited 11

12 Newfoundland Capital Corporation Limited Notice of Disclosure of Non-Auditor Review of Interim Financial Statements for the three months and six months ended June 30, 2015 and 2014 Pursuant to National Instrument , Part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, the interim financial statements must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor if an auditor has not performed a review of the interim financial statements. The accompanying unaudited condensed interim consolidated financial statements ( interim financial statements ) of the Company for the three months and six months ended June 30, 2015 and 2014 have been prepared in accordance with International Financial Reporting Standards and are the responsibility of the Company s management. The Company s independent auditors, Ernst & Young LLP, have not performed a review of these interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity s auditor. Dated this 13 th day of August, Newfoundland Capital Corporation Limited

13 Condensed Interim Consolidated Statements of Financial Position (unaudited) June 30 December 31 (thousands of Canadian dollars) Notes Assets Current assets Marketable securities 10(a) $ 1,301 1,532 Receivables 10 34,077 35,615 Prepaid expenses 1,186 1,186 Total current assets 36,564 38,333 Non-current assets Property and equipment 41,309 38,342 Other assets 2,068 1,583 Broadcast licences 262, ,029 Goodwill 12,014 12,014 Deferred income tax assets 4,731 4,376 Total non-current assets 322, ,344 Total assets 5 $ 358, ,677 Liabilities and Shareholders' Equity Current liabilities Bank indebtedness $ 1,422 1,125 Accounts payable and accrued liabilities 20,142 21,817 Dividends payable 2,534 Income taxes payable 882 4,165 Current portion of long-term debt 5 11,250 11,250 Total current liabilities 33,696 40,891 Non-current liabilities Long-term debt 5 130, ,275 Other liabilities 10(b) 16,937 17,078 Deferred income tax liabilities 32,009 30,904 Total non-current liabilities 179, ,257 Total liabilities 213, ,148 Shareholders' equity 145, ,529 Total liabilities and shareholders equity $ 358, ,677 See accompanying notes to the interim financial statements Newfoundland Capital Corporation Limited 13

14 Condensed Interim Consolidated Income Statements (unaudited) Three months ended Six months ended (thousands of Canadian dollars June 30 June 30 except per share data) Notes Revenue $ 42,598 42,298 78,103 70,761 Operating expenses (30,124) (30,136) (58,542) (54,062) Depreciation, amortization and accretion of other liabilities (1,271) (1,414) (2,581) (2,495) Interest expense (1,478) (1,840) (3,626) (2,721) Other income (expense) 4, 10(a) 53 1,015 (128) (5,905) Profit before provision for income taxes 9,778 9,923 13,226 5,578 Provision for income tax expense Current (2,896) (1,776) (3,923) (2,027) Deferred (848) (606) (767) 786 Total provision for income tax (expense) recovery (3,744) (2,382) (4,690) (1,241) Profit for the period $ 6,034 7,541 8,536 4,337 Earnings per share 11 Basic $ Diluted See accompanying notes to the interim financial statements Condensed Interim Consolidated Statements of Comprehensive Income (unaudited) Three months ended Six months ended June 30 June 30 (thousands of Canadian dollars) Profit for the period $ 6,034 7,541 8,536 4,337 Other comprehensive income (loss): Cash flow hedges: Net movement on interest rate swaps (21) 1 (71) (60) Income tax recovery 7 (1) Other comprehensive income that will be reclassified to profit and loss in subsequent periods (14) (51) (45) Comprehensive income $ 6,020 7,541 8,485 4,292 See accompanying notes to the interim financial statements 14 Newfoundland Capital Corporation Limited

15 Condensed Interim Consolidated Statements of Changes in Shareholders Equity (unaudited) Accumulated Issued share Contributed other capital surplus comprehensive Retained (thousands of Canadian dollars) (note 6) (note 7) income earnings Total Balance at January 1, 2015 $ 36,596 2,602 (144) 101, ,529 Profit for the period 8,536 8,536 Other comprehensive loss (51) (51) Total comprehensive income (loss) (51) 8,536 8,485 Repurchase of share capital (595) (2,981) (3,576) Exercise of stock options 151 (151) Balance at June 30, 2015 $ 36,152 2,451 (195) 107, ,438 See accompanying notes to the interim financial statements Accumulated Issued share Contributed other capital surplus comprehensive Retained (thousands of Canadian dollars) (note 6) (note 7) income earnings Total Balance at January 1, 2014 $ 36,495 2, , ,785 Profit for the period 4,337 4,337 Other comprehensive income (loss) (45) (45) Total comprehensive income (loss) (45) 4,337 4,292 Exercise of stock options 101 (101) Executive stock option compensation expense Balance at June 30, 2014 $ 36,596 2, , ,091 See accompanying notes to the interim financial statements Newfoundland Capital Corporation Limited 15

16 Condensed Interim Consolidated Statements of Cash Flows (unaudited) Six months ended June 30 (thousands of Canadian dollars) Notes Operating Activities Profit before provision for income taxes $ 13,226 5,578 Items not involving cash Depreciation, amortization and accretion of other liabilities 2,581 2,495 Share-based compensation expense 8 2 Realized and unrealized losses (gains) on marketable securities 10(a) 125 (2,300) Canadian Content Development commitments arising from business acquisitions not yet paid 4 6,243 Other (43) ,889 12,219 Net change in non-cash working capital 3,495 (1,162) 19,384 11,057 Interest paid (3,312) (2,667) Income taxes paid (7,221) (2,323) Net cash flow from operating activities 8,851 6,067 Financing Activities Change in bank indebtedness Long-term debt borrowings 7, ,000 Long-term debt repayments (4,125) (4,500) Dividends paid (2,534) (2,532) Repurchase of capital stock 6 (3,576) Other (197) (326) Net cash flow (used for) from financing activities (2,635) 105,993 Investing Activities Business acquisitions 4 (111,922) Property and equipment additions (5,312) (2,760) Canadian Content Development commitment payments (509) (358) Proceeds from disposal of marketable securities 105 3,017 Other (500) (37) Net cash flow used for investing activities (6,216) (112,060) Cash, beginning and end of period $ See accompanying notes to the interim financial statements 16 Newfoundland Capital Corporation Limited

17 Notes to the Condensed Interim Consolidated Financial Statements June 30, 2015 and 2014 (unaudited) 1. REPORTING ENTITY Newfoundland Capital Corporation Limited (the Company ) is incorporated in Nova Scotia, Canada. The address of the Company s registered office of business is 745 Windmill Road, Dartmouth, Nova Scotia, B3B 1C2. The Company s primary activity is radio broadcasting. These unaudited condensed interim consolidated financial statements ( interim financial statements ) comprise the financial position of the Company and its subsidiaries, together referred to as the Company. The Company s revenue is derived primarily from the sale of advertising airtime which is subject to seasonal fluctuations. The first quarter of the year is generally a period of lower retail spending. As a result, revenue and profit are generally lower than the other quarters. These interim financial statements were authorized for issue in accordance with a resolution of the Board of Directors on August 13, BASIS OF PREPARATION a) Statement of Compliance These interim financial statements have been prepared in accordance with International Accounting Standards 34 ( IAS ), Interim Financial Reporting, and accordingly, they do not include all of the information and disclosures required by International Financial Reporting Standards ( IFRS ) for annual financial statements. The same accounting policies and methods of computation were followed in the preparation of these interim financial statements as were followed in the preparation of the annual financial statements for the year ended December 31, Accordingly, these interim financial statements should be read together with the annual financial statements for the year ended December 31, 2014 prepared in accordance with IFRS. All amounts are expressed in Canadian dollars, rounded to the nearest thousand (unless otherwise specified). The functional currency of the Company and each of its subsidiaries is the Canadian dollar. b) Critical Accounting Estimates There has been no substantial change in the Company s critical accounting estimates and assumptions since the publication of the annual financial statements for the year ended December 31, FUTURE ACCOUNTING STANDARDS Future Accounting Standards Standards issued but not yet effective up to the date of issuance of the Company s annual financial statements are listed below. This listing is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt those standards when they become effective. IFRS 9 Financial Instruments In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. Management is assessing the impact the adoption of IFRS 9 will have on the classification and measurement of the Company s financial assets and financial liabilities. IFRS 11 Joint Arrangements IFRS 11 addresses the accounting for interests in joint ventures and joint operations. The amendments add new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business. The amendments specify the appropriate accounting treatment for such acquisitions. The standard comes into effect on January 1, 2016 and is not likely to apply to the Company. IFRS 15 Revenue from Contracts with Customers IFRS 15 applies to all revenue contracts and provides a five step model for the recognition and measurement of revenue earned from a contract with a customer. The standard s requirements will also apply to the recognition and measurement of gains and losses on the sale of certain non-financial assets that are not an output of the entity s ordinary activities. In July 2015, the International Accounting Standards Board (IASB) deferred the effective date from January 1, 2017 to January 1, 2018 with earlier adoption permitted. The Company will monitor the impact, if any, this standard will have on its revenue recognition procedures. Newfoundland Capital Corporation Limited 17