Condensed Consolidated Interim Financial Statements of Three and nine months ended June 30, 2015 (Unaudited – in U.S. dollars) 1 RDM CORPORATION Condensed Consolidated Interim Balance Sheets (Amounts in thousands of U.S. Dollars) (Not audited or reviewed by the Company’s external auditor) June 30, 2015 September 30, 2014 Assets: Current assets: Cash and cash equivalents Accounts receivable Unbilled revenue Inventories Investment tax credit receivable Prepaid and other assets Total current assets $ Investment tax credits Property and equipment Intangible assets Total assets $ 24,677 3,643 121 1,912 100 816 31,269 2,230 748 34,247 $ $ 22,422 3,292 124 2,132 188 807 28,965 270 2,504 771 32,510 Liabilities and shareholders’ equity: Current liabilities: Accounts payable and accrued liabilities Deferred revenue Total current liabilities $ Shareholders’ equity: Share capital (note 4) Contributed surplus Accumulated other comprehensive income Retained earnings Total shareholders’ equity Total liabilities and shareholders’ equity $ 2,552 270 2,822 21,106 2,609 7,710 31,425 34,247 See accompanying notes to the condensed consolidated interim financial statements. 2 $ $ 3,989 303 4,292 20,512 2,535 5,171 28,218 32,510 RDM CORPORATION Condensed Consolidated Interim Statements of Income (Amounts in thousands of U.S. Dollars, except per share data) (Not audited or reviewed by the Company’s external auditor) Three months ended June 30 2014 2015 Revenue: Payment Processing Services Digital Imaging Products $ Cost of revenue Gross profit Operating expenses: Sales and marketing Research and development General and administration Operating income Other items: Foreign exchange gain (loss) Interest income Other income (expense) (note 6) 3,698 2,113 5,811 2,223 3,588 3,578 1,990 5,568 2,436 3,132 $ 10,639 6,776 17,415 6,958 10,457 $ 10,718 5,786 16,504 7,196 9,308 729 1,129 576 2,434 807 1,146 462 2,415 2,216 3,435 1,576 7,227 2,295 3,378 1,549 7,222 1,154 717 3,230 2,086 (7) 18 451 462 (17) 12 (153) (158) (22) 49 571 598 76 30 (153) (47) $ 559 24 535 $ 3,828 565 3,263 $ 2,039 72 1,967 $ 0.03 $ 0.15 $ 0.09 Income before income taxes Current income tax expense Net income $ 1,616 265 1,351 Earnings per share – basic and diluted $ 0.06 Weighted average common shares outstanding during the period $ Nine months ended June 30 2015 2014 22,024,976 21,589,226 See accompanying notes to the condensed consolidated interim financial statements. 3 21,836,851 21,485,476 RDM CORPORATION Condensed Consolidated Interim Statements of Comprehensive Income (Amounts in thousands of U.S. Dollars) (Not audited or reviewed by the Company’s external auditor) Three months ended June 30 2014 2015 Nine months ended June 30 2015 2014 Net income $ 1,351 $ 535 $ 3,263 $ 1,967 Other comprehensive income: Effective portion of changes in fair value of cash flow hedges Comprehensive income $ 85 1,436 $ 535 $ 3,263 $ 1,967 See accompanying notes to the condensed consolidated interim financial statements. 4 RDM CORPORATION Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Amounts in thousands of U.S. Dollars) (Not audited or reviewed by the Company’s external auditor) Balance as at September 30, 2013 Total comprehensive income for the period: Net income Effective portion of changes in fair value of cash flow hedges Share capital $ 20,100 Contributed surplus $ 2,445 Accumulated other comprehensive income $ 29 Retained earnings $ 2,922 $ Total 25,496 - - - 1,967 1,967 - - (29) - (29) Stock-based compensation Balance as at June 30, 2014 383 20,483 $ 20,483 $ (98) 2,347 102 2,449 $ - $ (395) 4,494 4,494 $ 285 (395) 27,324 102 27,426 Balance as at September 30, 2014 $ 20,512 $ 2,535 $ - $ 5,171 $ 28,218 Issuance of share capital Dividends paid Total comprehensive income for the period: Net income Effective portion of changes in fair value of cash flow hedges Issuance of share capital Dividends paid Stock–based compensation Balance as at June 30, 2015 - - - 3,263 3,263 - - - - - 594 594 $ 21,106 (241) (241) 315 2,609 - (724) 2,539 7,710 353 (724) 2,892 315 31,425 $ $ See accompanying notes to the condensed consolidated interim financial statements. 5 - $ $ RDM CORPORATION Condensed Consolidated Interim Statements of Cash Flows (Amounts in thousands of U.S. Dollars) (Not audited or reviewed by the Company’s external auditor) Nine months ended June 30 2015 2014 Cash provided by (used in): Operations: Net income Items not involving cash: Current income tax expense Depreciation of property and equipment Amortization of intangible assets Write-down of property and equipment Stock-based compensation Interest earned Change in non-cash operating working capital (note 5) Cash provided by operations Interest received Net cash provided by operating activities $ 3,263 $ 1,967 565 514 264 315 (49) (1,805) 3,067 40 3,107 72 567 352 7 102 (12) (1,733) 1,322 9 1,331 Financing: Issuance of share capital Dividends paid Cash used in by financing activities 353 (724) (371) 285 (395) (110) Investing: Purchase of property and equipment Additions to intangible assets Cash used in investing activities (240) (241) (481) (1,278) (537) (1,815) 2,255 22,422 24,677 (594) 20,126 19,532 Increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ See accompanying notes to the condensed consolidated interim financial statements. 6 $ RDM CORPORATION Notes to Consolidated Financial Statements (Amounts in thousands of U.S. Dollars, Except Share and Per Share Amounts) 1) Reporting Entity RDM Corporation (“RDM” or the “Company”), a company with its principal place of business and registered head office in Canada, was incorporated on January 23, 1987 under the Canada Business Corporations Act and is listed under the symbol “RC” on the Toronto Stock Exchange. The condensed consolidated interim financial statements of the Company as at and for the three and nine months ended June 30, 2015 and 2014 comprise the accounts of the Company and its subsidiaries (together referred to as “the Company”). RDM is a provider of solutions for the electronic commerce and payment processing industries. RDM provides remote check deposit systems and web-based image management and transaction processing services for retailers, banks, small businesses, independent sales organizations, payment processors and government agencies, as well as print quality control and image quality systems for a variety of global customers. 2) Basis of Preparation These condensed consolidated interim financial statements have been prepared by the Management of RDM Corporation and have not been audited or reviewed by the Company’s external auditors. These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting. These condensed consolidated interim financial statements follow the same accounting policies and methods of application as set out in the consolidated financial statements for the year ended September 30, 2014. These statements should be read in conjunction with the consolidated financial statements for the year ended September 30, 2014. 3) Foreign Exchange Management The functional and presentation currency is the U.S. dollar. The Company generates the majority of its revenues in U.S. dollars. A portion of the Company’s expenses are incurred in Canadian dollars. The Company enters into U.S. dollar forward contract as hedges against foreign currency exposure. At June 30, 2015, the Company had no outstanding U.S. dollar forward contracts. At March 31, 2015, the Company had outstanding U.S. dollar forward contracts totaling U.S. $1,500 at a rate of Canadian $1.19 to U.S. $1.00. 4) Share Capital and Stock Options June 30, 2015 Authorized: Unlimited number of voting common shares Unlimited number of non-voting preferred shares Issued and outstanding: 22,024,976 common shares (September 30, 2014 – 21,648,726) a) b) c) d) $ 21,106 September 30, 2014 $ 20,512 Three months ended June 30, 2015 transactions: During the third quarter of fiscal 2015, no options were exercised for common shares. In addition, 120,000 options were granted. No shares were repurchased or cancelled. Three months ended June 30, 2014 transactions: During the third quarter of fiscal 2014, 79,000 options were exercised for common shares for total proceeds of $75,000. In addition, 600,000 options were granted. No shares were repurchased or cancelled. The Company maintains Stock Option Plans (“the “Plans”) to encourage ownership of the Company by Directors, Officers and employees of the Company. The maximum number of shares issuable under the Plans is equal to 10% of the Company’s issued and outstanding common shares plus an additional 575,000 pursuant to an exemption under Section 613(c) of the Toronto Stock Exchange Manual. At June 30, 2015, 1,967,250 options to purchase common shares were outstanding (2014 – 2,068,500). 7 5) Change in non-cash working capital The change in non-cash working capital is composed of the following: Nine months ended June 30 Accounts receivable Unbilled revenue Inventory Investment tax credits Prepaid and other assets Accounts payable and accrued liabilities Deferred revenue $ $ 6) 2015 (342) 3 220 (207) (9) (1,437) (33) (1,805) $ $ 2014 (1,574) (11) (236) 75 (114) 141 (14) (1,733) Other income Change in estimated royalties Recognition of investment tax credits Obligation for future payments Change in settlement claim Other income a) $ $ Three months ended June 30 2015 2014 266 $ 185 (153) 451 $ (153) $ $ Nine months ended June 30 2015 2014 266 $ 185 (153) 120 571 $ (153) Change in estimated royalties The Company pays fees to third parties related to the licensing of patents for technology used in its products and services. Estimated costs of $266 recorded as liability in periods prior to 2015 were reversed in 2015 to reflect a settlement between one of its customers and a third party and recorded in other income. b) Recognition of Investment Tax Credits The Company has recorded investment tax credits of $185 which had been earned in periods prior to 2015 but not recognized. The Company has determined that there is reasonable assurance, based on estimated taxable income, that these credits will be realized in 2015. c) Obligation for future payments In fiscal 2014 the Company entered into a lease for office space and consolidated its corporate staff in this new facility. As a result, the Company ceased to use one of its rented facilities on April 25, 2014. Efforts to sublet and offset the ongoing lease contract have been unsuccessful. The obligation for future payments of $153 was charged to other expense in 2014. d) Change in settlement of claim In fiscal 2013 the Company recorded other expense of $2,240 as an estimate of the full cost of a settlement of a claim by PPS Data, LLC for alleged patent infringement. The Company’s estimate included $600 payable in the future. In the first quarter of 2015 the final amount payable was determined to be $480. The difference of $120 has been recorded in other income. 8