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Canwest Mediaworks Limited Partnership POSTMEDIA NETWORK CANADA CORP. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED AUGUST 31, 2016 AND 2015 Approved for issuance: October 20, 2016 1 Management’s Responsibility for Consolidated Financial Statements The accompanying consolidated financial statements of Postmedia Network Canada Corp. (the “Company”) and its subsidiaries are the responsibility of management and have been approved by the Board of Directors of Postmedia Network Canada Corp. Management is responsible for the preparation of these consolidated financial statements in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board, the selection of accounting policies and making significant accounting estimates, assumptions and judgements. Management is also responsible for establishing and maintaining adequate internal control over financial reporting which includes those policies and procedures that provide reasonable assurance over the completeness, fairness and accuracy of the consolidated financial statements and other financial items. The Board of Directors fulfills its responsibility for the consolidated financial statements principally through its Audit Committee, which is composed of independent external directors. The Audit Committee reviews the Company’s annual consolidated financial statements and recommends their approval to the Board of Directors. The Audit Committee meets with the Company’s management and external auditors to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues, and formulates the appropriate recommendations to the Board of Directors. The auditor appointed by the shareholders has full access to the Audit Committee, with or without management being present. The external auditors appointed by the Company’s shareholders, PricewaterhouseCoopers LLP, conducted an independent audit of the consolidated financial statements in accordance with Canadian generally accepted auditing standards and express their opinion thereon. Those standards require that the audit is planned and performed to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. Paul Godfrey Doug Lamb President and Chief Financial Officer and Chief Executive Officer Executive Vice President Toronto, Canada October 20, 2016 2 “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. POSTMEDIA NETWORK CANADA CORP. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED AUGUST 31, 2016 AND 2015 (In thousands of Canadian dollars, except per share amounts) 2016 2015 Revenues Print advertising 466,573 404,685 Print circulation 260,885 221,969 Digital 110,577 97,669 Other 39,121 25,960 Total revenues 877,156 750,283 Expenses Compensation (note 7) 361,738 293,326 Newsprint 50,591 37,015 Distribution 162,778 122,863 Production 70,787 58,908 Other operating 148,921 126,759 Operating income before depreciation, amortization, impairment and restructuring (note 3) 82,341 111,412 Depreciation (note 10) 22,018 31,957 Amortization (note 11) 21,919 40,146 Impairments (notes 5, 10, 11 and 12) 267,700 153,043 Restructuring and other items (notes 1, 4, and 14) 42,570 34,622 Operating loss (271,866) (148,356) Interest expense 72,649 69,157 Net financing expense relating to employee benefit plans (note 16) 5,798 5,577 (Gain) loss on disposal of property and equipment and asset held-for-sale (note 10) 294 (1,157) Loss on derivative financial instruments (note 8) 2,995 18,389 Foreign currency exchange (gains) losses (1,120) 61,764 Loss before income taxes (352,482) (302,086) Recovery of income taxes (note 4) - (38,681) Net loss attributable to equity holders of the Company (352,482) (263,405) Loss per share attributable to equity holders of the Company (note 17): Basic $ (1.25) $ (1.98) Diluted $ (1.25) $ (1.98) The notes constitute an integral part of the consolidated financial statements. 5 POSTMEDIA NETWORK CANADA CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE YEARS ENDED AUGUST 31, 2016 AND 2015 (In thousands of Canadian dollars) 2016 2015 Net loss attributable to equity holders of the Company (352,482) (263,405) Amounts not subsequently reclassified to the statement of operations Net actuarial losses on employee benefits, net of tax of nil (note 16) (36,816) (1,444) Other comprehensive loss (36,816) (1,444) Comprehensive loss attributable to equity holders of the Company (389,298) (264,849) The notes constitute an integral part of the consolidated financial statements. 6 POSTMEDIA NETWORK CANADA CORP. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT AUGUST 31, 2016 AND 2015 (In thousands of Canadian dollars) 2016 2015 ASSETS Current Assets Cash 17,139 43,813 Restricted cash (notes 6 and 10) 4,804 25,373 Accounts receivable 82,018 99,548 Income taxes receivable (note 19) - 3,700 Inventory (note 9) 7,036 6,879 Prepaid expenses and other assets 12,341 12,314 Total current assets 123,338 191,627 Non-Current Assets Property and equipment (notes 5 and 10) 261,986 274,511 Derivative financial instruments (note 8) 298 2,093 Other assets (note 16) 4,339 3,998 Intangible assets (notes 5 and 11) 117,137 313,394 Goodwill (notes 4, 5 and 12) - 88,474 Total assets 507,098 874,097 LIABILITIES AND EQUITY Current Liabilities Accounts payable and accrued liabilities (note 13) 89,849 87,083 Provisions (note 14) 16,853 18,546 Deferred revenue 36,600 37,410 Current portion of long-term debt (note 15) 301,045 25,996 Total current liabilities 444,347 169,035 Non-Current Liabilities Long-term debt (note 15) 352,103 646,336 Employee benefit obligations and other liabilities (notes 16 and 18) 188,479 147,574 Provisions (note 14) 611 442 Total liabilities 985,540 963,387 Deficiency Capital stock (note 17) 535,468 535,468 Contributed surplus (note 18) 10,315 10,169 Deficit (1,024,225) (634,927) Total deficiency (478,442) (89,290) Total liabilities and deficiency 507,098 874,097 Commitments (note 22), Subsequent event (note 26) On October 20, 2016, the Board of Directors (the “Board”) approved the consolidated financial statements. On behalf of the Board, Signed Signed Paul Godfrey Rod Phillips Director Chair The notes constitute an integral part of the consolidated financial statements. 7 POSTMEDIA NETWORK CANADA CORP. CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY FOR THE YEARS ENDED AUGUST 31, 2016 AND 2015 (In thousands of Canadian dollars) 2016 Capital Contributed Total stock surplus Deficit Deficiency Balance as at August 31, 2015 535,468 10,169 (634,927) (89,290) Net loss attributable to equity holders of the Company - - (352,482) (352,482) Other comprehensive loss - - (36,816) (36,816) Comprehensive loss attributable to equity holders of the Company - - (389,298) (389,298) Share-based compensation plans (note 18) - 146 - 146 Balance as at August 31, 2016 535,468 10,315 (1,024,225) (478,442) 2015 Capital Contributed Total Equity stock surplus Deficit (Deficiency) Balance as at August 31, 2014 371,132 9,890 (370,078) 10,944 Net loss attributable to equity holders of the Company - - (263,405) (263,405) Other comprehensive loss - - (1,444) (1,444) Comprehensive loss attributable to equity holders of the Company - - (264,849) (264,849) Share-based compensation plans (note 18) - 279 - 279 Shares issued (note 4) 173,500 - - 173,500 Share issuance costs (note 4) (9,164) - - (9,164) Balance as at August 31, 2015 535,468 10,169 (634,927) (89,290) The notes constitute an integral part of the consolidated financial statements. 8 POSTMEDIA NETWORK CANADA CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED AUGUST 31, 2016 AND 2015 (In thousands of Canadian dollars) 2016 2015 CASH GENERATED (UTILIZED) BY: OPERATING ACTIVITIES Net loss attributable to equity holders of the Company (352,482) (263,405) Items not affecting cash: Depreciation (note 10) 22,018 31,957 Amortization (note 11) 21,919 40,146 Impairments (notes 5, 10, 11 and 12) 267,700 153,043 Loss on derivative financial instruments (note 8) 2,995 18,389 Non-cash interest 8,016 3,905 (Gain) loss on disposal of property and equipment and asset held-for-sale 294 (1,157) Non-cash foreign currency exchange (gains) losses (1,107) 61,494 Share-based compensation plans and other long-term incentive plan expense (recovery) (note 18) (166) 102 Deferred income tax recovery - (38,681) Net financing expense relating to employee benefit plans (note 16) 5,798 5,577 Employee benefit funding in excess of compensation expense (note 16) (1,468) (2,573) Net change in non-cash operating accounts (note 24) 19,903 17,185 Cash flows from (used in) operating activities (6,580) 25,982 INVESTING ACTIVITIES Net proceeds from the sale of property and equipment and asset held-for-sale (note 10) 1,949 38,319 Purchases of property and equipment (note 10) (11,736) (4,206) Purchases of intangible assets (note 11) (3,973) (753) Purchase of warrants (note 8) (1,200) - Receipt of working capital adjustment (note 4) 1,208 - Acquisitions, net of cash acquired (notes 4 and 11) (915) (303,458) Cash flows used in investing activities (14,667) (270,098) FINANCING ACTIVITIES Proceeds from issuance of long-term debt (notes 4 and 15) - 140,000 Proceeds from issuance of shares (note 4) - 173,500 Repayment of long-term debt (note 15) (25,996) (15,983) Restricted cash (note 6) 20,569 (25,373) Debt issuance costs (notes 4 and 15) - (5,541) Share issuance costs (note 4) - (9,164) Cash flows from (used in) financing activities (5,427) 257,439 Net change in cash (26,674) 13,323 Cash at beginning of year 43,813 30,490 Cash at end of year 17,139 43,813 2016 2015 Supplemental disclosure of operating cash flows Interest paid (49,783) (62,688) Income taxes (paid) received (note 12) 3,785 (47) The notes constitute an integral part of the consolidated financial statements.
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