Exhibit 99.1
TELESAT CORPORATION
Quarterly Report
For the Three Month and Six Month Periods Ended June 30, 2025
PART I. FINANCIAL INFORMATION
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Item 1. |
1 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
31 |
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Item 3. |
66 |
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PART II. OTHER INFORMATION |
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Item 1. |
67 |
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Item 1A. |
67 |
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Item 2. |
67 |
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Item 3. |
67 |
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Item 4. |
67 |
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Item 5. |
67 |
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Item 6. |
67 |
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i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Telesat Corporation
Unaudited Interim Condensed Consolidated Statements of Income (Loss)
For the periods ended June 30,
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(in thousands of Canadian dollars, except per |
Notes |
Three months |
Six months |
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2025 |
2024 |
2025 |
2024 |
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Revenue |
4 |
$ |
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$ |
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$ |
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$ |
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Operating expenses |
5 |
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( |
) |
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( |
) |
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( |
) |
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( |
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Depreciation |
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( |
) |
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( |
) |
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( |
) |
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( |
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Amortization |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Other operating gains (losses), net |
6 |
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( |
) |
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( |
) |
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( |
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Operating income |
|
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Interest expense |
7 |
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( |
) |
|
( |
) |
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( |
) |
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( |
) |
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Gain on repurchase of debt |
12 |
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Interest and other income |
|
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Gain (loss) on change in fair value of financial instruments |
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( |
) |
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( |
) |
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Gain (loss) on foreign exchange |
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( |
) |
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( |
) |
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Income (loss) before income taxes |
|
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Tax (expense) recovery |
8 |
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( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
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Net income (loss) |
$ |
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|
$ |
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$ |
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$ |
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Net income (loss) attributable to: |
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Telesat Corporation shareholders |
$ |
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$ |
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$ |
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$ |
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Non-controlling interest |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) per common share attributable to Telesat Corporation shareholders |
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Basic |
$ |
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$ |
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$ |
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$ |
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Diluted |
$ |
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$ |
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$ |
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$ |
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Total Weighted Average Telesat Corporation Shares Outstanding |
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Basic |
16 |
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Diluted |
16 |
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See accompanying notes to the unaudited interim condensed consolidated financial statements
1
Telesat Corporation
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income (Loss)
For the periods ended June 30,
|
(in thousands of Canadian dollars) |
Three months |
Six months |
||||||||||||
|
2025 |
2024 |
2025 |
2024 |
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|
Net income (loss) |
$ |
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|
$ |
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$ |
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$ |
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Other comprehensive income (loss) |
|
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Items that may be reclassified into |
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Foreign currency translation adjustments |
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( |
) |
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( |
) |
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Total other comprehensive income (loss) |
|
( |
) |
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( |
) |
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Total comprehensive income (loss) |
$ |
( |
) |
$ |
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$ |
( |
) |
$ |
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Total comprehensive income (loss) attributable to: |
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Telesat Corporation shareholders |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
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||||
|
Non-controlling interest |
|
( |
) |
|
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|
( |
) |
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|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
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See accompanying notes to the unaudited interim condensed consolidated financial statements
2
Telesat Corporation
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity
|
(in thousands of Canadian dollars) |
Telesat |
Accumulated |
Equity- |
Foreign |
Total |
Total Telesat |
Non- |
Total |
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Balance as at January 1, 2024 |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) |
|
— |
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— |
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— |
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— |
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Issuance of share capital on settlement of restricted share units, deferred share units, and performance share units |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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| Other comprehensive income (loss), net of tax (expense) recovery of $ |
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— |
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— |
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Share-based compensation |
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— |
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— |
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Balance as at June 30, 2024 |
$ |
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$ |
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|
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance as at July 1, 2024 |
$ |
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$ |
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$ |
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|
$ |
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|
$ |
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|
$ |
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|
$ |
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|
$ |
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||||||||
|
Net income (loss) |
|
— |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
||||||||
|
Issuance of share capital on settlement of restricted share units, performance share units, and the exercise of stock options |
|
|
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|
( |
) |
|
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|
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|
( |
) |
|
( |
) |
||||||||
| Other comprehensive income (loss), net of tax (expense) recovery of $( |
|
— |
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— |
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|
Share-based compensation |
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— |
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— |
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— |
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Balance as at December 31, 2024 |
$ |
|
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance as at January 1, 2025 |
$ |
|
$ |
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$ |
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$ |
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$ |
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|
$ |
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$ |
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$ |
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Net income (loss) |
|
— |
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— |
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— |
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|
— |
|
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||||||||
|
Issuance of share capital on settlement of restricted share units, performance share units, and the exercise of stock options |
|
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( |
) |
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( |
) |
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( |
) |
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Exchange of Limited Partnership units for Public Shares |
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( |
) |
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|||||||||
| Other comprehensive income (loss), net of tax (expense) recovery of $ |
|
— |
|
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|||||||||
|
Share-based compensation |
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— |
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— |
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Balance as at June 30, 2025 |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to the unaudited interim condensed consolidated financial statements
3
Telesat Corporation
Unaudited Interim Condensed Consolidated Balance Sheets
|
(in thousands of Canadian dollars) |
Notes |
June 30, |
December 31, |
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Assets |
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|
Cash and cash equivalents |
$ |
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$ |
|
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Trade and other receivables |
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Other current financial assets |
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Current income tax recoverable |
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Prepaid expenses and other current assets |
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Total current assets |
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Satellites, property and other equipment |
4, 9 |
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Deferred tax assets |
|
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Other long-term financial assets |
|
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Long-term income tax recoverable |
|
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Other long-term assets |
4 |
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Intangible assets |
4, 10 |
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Goodwill |
10 |
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Total assets |
$ |
|
$ |
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LIABILITIES |
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Trade and other payables |
$ |
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$ |
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Other current financial liabilities |
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Income taxes payable |
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Other current liabilities |
|
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Total current liabilities |
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Long-term indebtedness |
12 |
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Deferred tax liabilities |
|
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Other long-term financial liabilities |
|
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Other long-term liabilities |
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Total liabilities |
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SHAREHOLDERS’ EQUITY |
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Share capital |
13 |
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Accumulated earnings |
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Reserves |
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Total Telesat Corporation shareholders’ equity |
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Non-controlling interest |
14 |
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Total shareholders’ equity |
|
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Total liabilities and shareholders’ equity |
$ |
|
$ |
|
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See accompanying notes to the unaudited interim condensed consolidated financial statements
4
Telesat Corporation
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the six months ended June 30
|
(in thousands of Canadian dollars) |
Notes |
2025 |
2024 |
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|
Cash flows from operating activities |
|
|
|
|
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|
Net income (loss) |
$ |
|
|
$ |
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Adjustments to reconcile net income (loss) to cash flows from operating activities: |
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Depreciation |
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Amortization |
|
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Tax expense (recovery) |
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Interest expense |
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Interest income |
|
( |
) |
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( |
) |
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(Gain) loss on foreign exchange |
|
( |
) |
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(Gain) loss on change in fair value of financial instruments |
|
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Share-based compensation |
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(Gain) loss on disposal of assets |
|
( |
) |
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Gain on repurchase of debt |
|
( |
) |
|
( |
) |
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Deferred revenue amortization |
|
( |
) |
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( |
) |
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Pension expense |
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Other |
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Income taxes paid, net of income tax received |
21 |
|
( |
) |
|
( |
) |
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Interest paid, net of interest received |
21 |
|
( |
) |
|
( |
) |
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Government grant received |
|
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Operating assets and liabilities |
21 |
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( |
) |
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Net cash from operating activities |
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Cash flows (used in) generated from investing activities |
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Cash payments related to satellite programs |
|
( |
) |
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( |
) |
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Cash payments related to property and other equipment |
|
( |
) |
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( |
) |
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Purchase of intangible assets |
|
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( |
) |
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Net proceeds from disposal of assets |
|
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Government grant received |
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Net cash (used in) generated from investing activities |
|
( |
) |
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( |
) |
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Cash flows (used in) generated from financing activities |
|
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Proceeds from indebtedness |
12 |
|
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|
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|
Repurchase of indebtedness |
12, 21 |
|
( |
) |
|
( |
) |
|||
|
Payments of principal on lease liabilities |
21 |
|
( |
) |
|
( |
) |
|||
|
Satellite performance incentive payments |
21 |
|
( |
) |
|
( |
) |
|||
|
Tax withholdings on settlement of restricted and performance share units and exercise of stock options |
|
( |
) |
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( |
) |
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|
Net cash (used in) generated from financing activities |
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( |
) |
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Effect of changes in exchange rates on cash and cash equivalents |
|
( |
) |
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|
Changes in cash and cash equivalents |
|
( |
) |
|
( |
) |
||||
|
Cash and cash equivalents, beginning of period |
|
|
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|
||||
|
Cash and cash equivalents, end of period |
$ |
|
|
$ |
|
|
||||
See accompanying notes to the unaudited interim condensed consolidated financial statements
5
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
1. BACKGROUND OF THE COMPANY
Telesat Corporation was incorporated under the Business Corporations Act (British Columbia) in October 2020 and is headquartered in Ottawa, Canada.
References herein to “Telesat” or “Company” refer to Telesat Corporation and its subsidiaries.
The Company is a global satellite operator, providing mission-critical communications solutions to support the requirements of sophisticated satellite users throughout the world. The Company’s state-of-the-art fleet consists of 14 geostationary satellites and the Canadian payload on Viasat-1.
Telesat LEO Inc., a wholly-owned subsidiary of the Company, is building a constellation of low earth orbit (“LEO”) satellites and integrated terrestrial infrastructure, called “Telesat Lightspeed”. In January 2018, the first LEO satellite, LEO 1, was successfully launched into orbit. The LEO 1 satellite demonstrated certain key features of the Telesat Lightspeed system design, specifically the capability of the satellite and customer terminals to deliver a low latency broadband experience. In July 2023, the Company successfully launched its LEO 3 satellite into orbit, and it has since replaced LEO 1.
The Company began trading on the Nasdaq Global Select Market and the Toronto Stock Exchange on November 19, 2021 under the ticker symbol “TSAT”. Quarterly and annual financial statements, material change statements and other publicly available documents of the Company can be obtained from the U.S. Securities Exchange Commission (“SEC”) at https://www.sec.gov and the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at https://www.sedarplus.ca.
Unless the context states or requires otherwise, references herein to the “financial statements” or similar terms refer to the unaudited interim condensed consolidated financial statements of Telesat.
On August 5, 2025, these financial statements were approved by the Audit Committee of the Board of Directors and authorized for issue.
2. BASIS OF PRESENTATION
Statement of Compliance
The financial statements represent the interim financial statements of the Company, on a consolidated basis, prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”).
The financial statements should be read in conjunction with the December 31, 2024 consolidated financial statements of the Company. The financial statements use the same basis of presentation and accounting policies and critical accounting judgments and estimates as outlined in Notes 3 and 4 of the consolidated financial statements for the year ended December 31, 2024, with the exception of the changes outlined in Note 3, below.
The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year.
6
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
3. MATERIAL ACCOUNTING POLICY INFORMATION
Orbital Slot Intangible Assets
Prior to January 1, 2025, the Company’s accounting estimates concerning the appropriate useful economic lives of geostationary (“GEO”) orbital slots have been that they have indefinite lives as it was expected, with a relatively high level of certainty, that it would maintain continued occupancy of an assigned GEO orbital slot either during the operational life of an existing orbiting satellite or upon replacement by a new satellite once the operational life of the existing orbiting satellite is over.
To respond to market dynamics, the Company is focused on developing its constellation of LEO satellites. A large part of its current and future capital expenditures are expected to be related to this constellation. In light of market developments, the number of occupied operational GEO orbital slots is likely to decline over time, and management no longer believes that the existing GEO orbital slots will continue to be utilized for an indefinite period of time.
As a result, management has updated its estimates in this area such that all GEO orbital slots are now presented as finite life assets. For those orbital slots which were formerly presented as indefinite life assets, their residual carrying values will generally be amortized over the remaining life of the on-station satellite operating at that orbital position in accordance with the provisions of International Accounting Standard 38, Intangible Assets (“IAS 38”). Where more than one satellite is co-located at one position then the latest end of life amongst those satellites is used. Where the likelihood of procuring a new or replacement satellite is probable, management calculates the end of life of that uncommitted replacement and applies it in computing the amortization life of the relevant orbital slot. The useful lives applied in the amortization of orbital slots range from 1 to 34 years.
This change in accounting estimate regarding the useful lives of the orbital slots has been accounted for prospectively, beginning on January 1, 2025.
The impact on the balance sheet as at June 30, 2025 was as follows:
|
(in millions of dollars) |
||||
|
Intangible assets |
$ |
( |
) |
|
|
Accumulated earnings |
$ |
|
|
|
The impact on the statement of income (loss) for the three and six months ended June 30, 2025, was as follows:
|
(in millions of dollars) |
Three months |
Six months |
||||||
|
Amortization |
$ |
( |
) |
$ |
( |
) |
||
Under IFRS®, a change in the useful life of an orbital slot is an indicator of impairment, requiring an assessment. The Company performed its latest impairment test for orbital slots in the fourth quarter of the year ended December 31, 2024. Given the proximity of that assessment to the change in useful life, the Company reevaluated the key assumptions and determined that there were no material changes that would significantly affect the recoverable amount. Accordingly, the Company relied on this assessment to support its no impairment conclusion as of the date the useful life was revised.
7
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
3. MATERIAL ACCOUNTING POLICY INFORMATION (cont.)
Future Changes in Accounting Policies
The International Accounting Standards Board (“IASB”) periodically issues new and amended accounting standards. The new and amended standards determined to be applicable to the Company are disclosed below. The remaining new and amended standards have been excluded as they are not applicable.
IFRS 18, Presentation and Disclosures in Financial Statements
In April 2024, the IASB issued IFRS 18, Presentation and Disclosures in Financial Statements (“IFRS 18”) with the aim of improving companies’ reporting of financial performance and giving investors a better basis for analyzing and comparing companies.
IFRS 18 introduces three new sets of requirements:
1) Improved comparability in the statement of profit or loss (income statement) which introduces three defined categories for income and expenses: operating, investing and financing. These changes would require all companies to use the same structure of the income statement and provide new defined subtotals, including operating profit.
2) Enhanced transparency of management-defined performance measures which would require companies to disclose explanations of those company specific measures that are related to the income statement.
3) More useful grouping of information in the financial statements which provides enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted.
The Company is currently evaluating the impact of this new standard.
4. SEGMENT INFORMATION
The Company reports under
The Company’s Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, is provided with information to review the operating results, assess performance of the operations and make capital allocation decisions at the operating segment level comprising GEO and LEO. The accounting policies of the reportable segments are the same as those described in Note 2 and Note 3 above.
8
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
4. SEGMENT INFORMATION (cont.)
The segment information regularly reviewed by the CODM and the reconciliation thereof to the net income (loss) as well as the capital expenditures by operating segment are included in the following tables:
|
Six months ended June 30, 2025 |
GEO |
LEO |
Other |
Consolidated |
||||||||||||
|
Revenue |
$ |
|
|
$ |
|
|
$ |
|
$ |
|
|
|||||
|
Operating expenses, net of share-based compensation and non-recurring items(1) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
||||
|
Adjusted EBITDA(1) |
$ |
|
|
$ |
( |
) |
$ |
( |
) |
|
|
|
||||
|
Share-based compensation |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Non-recurring items(2) |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Depreciation |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Amortization |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Other operating gains (losses), net |
|
|
|
|
|
|
|
|
|
|||||||
|
Operating income |
|
|
|
|
|
|
|
|
|
|||||||
|
Interest expense |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Interest and other income |
|
|
|
|
|
|
|
|
|
|||||||
|
Gain on repurchase of debt |
|
|
|
|
|
|
|
|
|
|||||||
|
Gain (loss) on changes in fair value of financial instruments |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Gain (loss) on foreign exchange |
|
|
|
|
|
|
|
|
|
|||||||
|
Income (loss) before income taxes |
|
|
|
|
|
|
|
|
|
|||||||
|
Tax (expense) recovery |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Net income (loss) |
|
|
|
|
|
|
$ |
|
|
|||||||
|
Capital expenditures |
$ |
|
|
$ |
|
|
$ |
|
$ |
|
|
|||||
|
Three months ended June 30, 2025 |
GEO |
LEO |
Other |
Consolidated |
||||||||||||
|
Revenue |
$ |
|
|
$ |
|
|
$ |
|
$ |
|
|
|||||
|
Operating expenses, net of share-based compensation and non-recurring items(1) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
||||
|
Adjusted EBITDA(1) |
$ |
|
|
$ |
( |
) |
$ |
( |
) |
|
|
|
||||
|
Share-based compensation |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Non-recurring items(2) |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Depreciation |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Amortization |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Other operating gains (losses), net |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Operating income |
|
|
|
|
|
|
|
|
|
|||||||
|
Interest expense |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Interest and other income |
|
|
|
|
|
|
|
|
|
|||||||
|
Gain on repurchase of debt |
|
|
|
|
|
|
|
|
|
|||||||
|
Gain (loss) on changes in fair value of financial instruments |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Gain (loss) on foreign exchange |
|
|
|
|
|
|
|
|
|
|||||||
|
Income (loss) before income taxes |
|
|
|
|
|
|
|
|
|
|||||||
|
Tax (expense) recovery |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Net income (loss) |
|
|
|
|
|
|
$ |
|
|
|||||||
|
Capital expenditures |
$ |
|
|
$ |
|
|
$ |
|
$ |
|
|
|||||
9
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
4. SEGMENT INFORMATION (cont.)
|
Six months ended June 30, 2024 |
GEO |
LEO |
Other |
Consolidated |
||||||||||||
|
Revenue |
$ |
|
|
$ |
|
|
$ |
|
$ |
|
|
|||||
|
Operating expenses, net of share-based compensation and non-recurring items(1) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
||||
|
Adjusted EBITDA(1) |
$ |
|
|
$ |
( |
) |
$ |
( |
) |
|
|
|
||||
|
Share-based compensation |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Non-recurring items(2) |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Depreciation |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Amortization |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Other operating gains (losses), net |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Operating income |
|
|
|
|
|
|
|
|
|
|||||||
|
Interest expense |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Interest and other income |
|
|
|
|
|
|
|
|
|
|||||||
|
Gain on repurchase of debt |
|
|
|
|
|
|
|
|
|
|||||||
|
Gain (loss) on foreign exchange |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Income (loss) before income taxes |
|
|
|
|
|
|
|
|
|
|||||||
|
Tax (expense) recovery |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Net income (loss) |
|
|
|
|
|
|
$ |
|
|
|||||||
|
Capital expenditures |
$ |
|
|
$ |
|
|
$ |
|
$ |
|
|
|||||
|
Three months ended June 30, 2024 |
GEO |
LEO |
Other |
Consolidated |
||||||||||||
|
Revenue |
$ |
|
|
$ |
|
|
$ |
|
$ |
|
|
|||||
|
Operating expenses, net of share-based compensation and non-recurring items(1) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
||||
|
Adjusted EBITDA(1) |
$ |
|
|
$ |
( |
) |
$ |
( |
) |
|
|
|
||||
|
Share-based compensation |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Non-recurring items(2) |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Depreciation |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Amortization |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Other operating gains (losses), net |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Operating income |
|
|
|
|
|
|
|
|
|
|||||||
|
Interest expense |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Interest and other income |
|
|
|
|
|
|
|
|
|
|||||||
|
Gain on repurchase of debt |
|
|
|
|
|
|
|
|
|
|||||||
|
Gain (loss) on foreign exchange |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Income (loss) before income taxes |
|
|
|
|
|
|
|
|
|
|||||||
|
Tax (expense) recovery |
|
|
|
|
|
|
|
( |
) |
|||||||
|
Net income (loss) |
|
|
|
|
|
|
$ |
|
|
|||||||
|
Capital expenditures |
$ |
|
|
$ |
|
|
$ |
|
$ |
|
|
|||||
____________
(1)
(2)
10
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
4. SEGMENT INFORMATION (cont.)
Service Revenue
The Company derives revenue from the following services:
Broadcast — Direct-to-home television, video distribution and contribution, and occasional use services.
Enterprise — Telecommunication carrier and integrator, government, consumer broadband, resource, maritime and aeronautical, retail and satellite operator services.
Consulting and other — Consulting services related to space and earth segments, government studies, satellite control services, and research and development.
Consolidated
Revenue derived from the above services was as follows:
|
Three months ended |
Six months ended |
|||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||
|
Broadcast |
$ |
|
$ |
|
$ |
|
$ |
|
||||
|
Enterprise |
|
|
|
|
|
|
|
|
||||
|
Consulting and other |
|
|
|
|
|
|
|
|
||||
|
Revenue |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Operating Segments
Revenue derived from the GEO operating segment was as follows:
|
Three months ended |
Six months ended |
|||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||
|
Broadcast |
$ |
|
$ |
|
$ |
|
$ |
|
||||
|
Enterprise |
|
|
|
|
|
|
|
|
||||
|
Consulting and other |
|
|
|
|
|
|
|
|
||||
|
Revenue |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Revenue derived from the LEO operating segment was as follows:
|
Three months ended |
Six months ended |
|||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||
|
Consulting and other |
$ |
|
$ |
|
$ |
|
$ |
|
||||
|
Revenue |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Equipment sales
Equipment sales included within the various services were as follows:
|
Three months ended |
Six months ended |
|||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||
|
Enterprise |
$ |
|
$ |
|
$ |
|
$ |
|
||||
|
Equipment sales |
$ |
|
$ |
|
$ |
|
$ |
|
||||
All revenue from equipment sales relate to the GEO segment.
11
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
4. SEGMENT INFORMATION (cont.)
Geographic Information
Revenue by geographic region was based on the point of origin of the revenue, which was the destination of the billing invoice, and was allocated as follows:
|
Three months ended |
Six months ended |
|||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||
|
Canada |
$ |
|
$ |
|
$ |
|
$ |
|
||||
|
United States |
|
|
|
|
|
|
|
|
||||
|
Latin America & Caribbean |
|
|
|
|
|
|
|
|
||||
|
Europe, Middle East & Africa |
|
|
|
|
|
|
|
|
||||
|
Asia & Australia |
|
|
|
|
|
|
|
|
||||
|
Revenue |
$ |
|
$ |
|
$ |
|
$ |
|
||||
For the three and six months ended June 30, 2025 and 2024, the revenue from the LEO segment was from the United States geographic region.
The satellites and intangible assets have been classified based on ownership. Satellites, property and other equipment, and intangible assets by geographic region were allocated as follows:
|
As at, |
June 30, |
December 31, |
||||
|
Canada |
$ |
|
$ |
|
||
|
United Kingdom |
|
|
|
|
||
|
United States |
|
|
|
|
||
|
Europe, Middle East & Africa (excluding United Kingdom) |
|
|
|
|
||
|
All others |
|
|
|
|
||
|
Satellites, property and other equipment |
$ |
|
$ |
|
||
|
As at, |
June 30, |
December 31, |
||||
|
Canada |
$ |
|
$ |
|
||
|
United States |
|
|
|
|
||
|
Latin America & Caribbean |
|
|
|
|
||
|
All others |
|
|
|
|
||
|
Intangible assets |
$ |
|
$ |
|
||
Other long-term assets by geographic region were allocated as follows:
|
As at, |
June 30, |
December 31, |
||||
|
Canada |
$ |
|
$ |
|
||
|
Other long-term assets |
$ |
|
$ |
|
||
Goodwill was not allocated to geographic regions.
Major Customers
For the three and six months ended June 30, 2025 and 2024, there were two significant customers each representing more than 10% of consolidated revenue.
12
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
5. OPERATING EXPENSES
|
Three months ended |
Six months ended |
|||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||
|
Compensation and employee benefits(a) |
$ |
|
$ |
|
$ |
|
$ |
|
||||
|
Other operating expenses(b) |
|
|
|
|
|
|
|
|
||||
|
Cost of sales(c) |
|
|
|
|
|
|
|
|
||||
|
Operating expenses |
$ |
|
$ |
|
$ |
|
$ |
|
||||
____________
(a)
(b)
(c)
6. OTHER OPERATING GAINS (LOSSES), NET
|
Three months ended |
Six months ended |
||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
Gain (loss) on disposal of assets |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
|
Other operating gains (losses), net |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
7. INTEREST EXPENSE
|
Three months ended |
Six months ended |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Interest on indebtedness |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
|
Interest on satellite performance incentive payments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest on significant financing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest on employee benefit plans, net |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
||||
|
Interest on leases |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Capitalized interest |
|
( |
) |
|
|
|
( |
) |
|
|
||||||
|
Interest expense |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
13
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
8. INCOME TAXES
|
Three months ended |
Six months ended |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Current tax expense (recovery) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
|
Deferred tax expense (recovery) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
||||
|
Tax expense (recovery) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
A reconciliation of the statutory income tax rate, which is a composite of Canadian federal and provincial rates, to the effective income tax rate was as follows:
|
Three months ended |
Six months ended |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Income (loss) before tax |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
|
Multiplied by the statutory income |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Income tax recorded at rates different from the Canadian tax rate |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
||||
|
Permanent differences |
|
( |
) |
|
( |
) |
|
|
|
|
( |
) |
||||
|
Effect of temporary differences not recognized as deferred tax assets |
|
( |
) |
|
|
|
|
( |
) |
|
|
|
||||
|
Foreign taxes |
|
( |
) |
|
|
|
( |
) |
|
|
||||||
|
Change in estimates related to prior |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Foreign exchange |
|
|
|
|
( |
) |
|
|
|
|
( |
) |
||||
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Tax expense (recovery) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
|
Effective income tax rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
9. SATELLITES, PROPERTY AND OTHER EQUIPMENT
For the six months ended June 30, 2025, the Company had additions of $
14
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
10. GOODWILL AND INTANGIBLE ASSETS
As stated in Note 3, commencing on January 1, 2025, the orbital slots were accounted for as finite life intangible assets.
|
Orbital slots |
Orbital slots |
Total |
||||||||||
|
Cost as at January 1, 2025 |
$ |
|
|
$ |
|
$ |
|
|
||||
|
Transfer to finite life |
|
( |
) |
|
|
|
|
|
||||
|
Impact of foreign exchange |
|
|
|
( |
) |
|
( |
) |
||||
|
Cost as at June 30, 2025 |
$ |
|
$ |
|
|
$ |
|
|
||||
|
Accumulated impairment as at January 1, 2025 |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
|
Transfer to finite life |
|
|
|
|
( |
) |
|
|
||||
|
Amortization |
|
|
|
( |
) |
|
( |
) |
||||
|
Impact of foreign exchange |
|
|
|
|
|
|
|
|
||||
|
Accumulated amortization as at June 30, 2025 |
$ |
|
$ |
( |
) |
$ |
( |
) |
||||
|
Net carrying values |
|
|
|
|
|
|
||||||
|
As at December 31, 2024 |
$ |
|
|
$ |
|
$ |
|
|
||||
|
As at June 30, 2025 |
$ |
|
$ |
|
|
$ |
|
|
||||
During the six-month ended June 30, 2025, we reviewed the most sensitive assumptions to determine whether or not there were any changes in the assumptions from the valuation that was performed at the end of 2024. Based upon this review, there were no changes to the assumptions from the valuation that was performed at the end of 2024, and as such there was no impairment on goodwill, orbital slots or trade name.
11. LEASE LIABILITIES
The expected undiscounted contractual cash flows of the lease liabilities as at June 30, 2025 were as follows:
|
Remainder |
2026 |
2027 |
2028 |
2029 |
Thereafter |
Total |
|||||||||||||
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||
The undiscounted contractual cash flows included $
In addition, there were certain leases which were signed but not capitalized as at June 30, 2025. Based upon the assessed lease term, the expected undiscounted cash flows totaled $
15
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
12. INDEBTEDNESS
|
As at, |
June 30, |
December 31, |
||||||
|
Senior Secured Credit Facilities |
|
|
|
|
||||
| Term Loan B – U.S. Facility(1) (June 30, 2025 and December 31, 2024 – US$ |
$ |
|
|
$ |
|
|
||
| 2027 Senior Unsecured Notes(2) (June 30, 2025 – US$ |
|
|
|
|
|
|
||
| 2026 Senior Secured Notes(3) (June 30, 2025 and December 31, 2024 – US$ |
|
|
|
|
|
|
||
| 2027 Senior Secured Notes(4) (June 30, 2025 and December 31, 2024 – US$ |
|
|
|
|
|
|
||
|
Government of Canada Telesat Lightspeed Financing(5) |
|
|
|
|
|
|||
|
Government of Quebec Telesat Lightspeed Financing(5) |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
Deferred financing costs, prepayment options, warrants and loss on repayment |
|
( |
) |
|
( |
) |
||
|
|
|
|
|
|
|
|||
|
Less: current indebtedness |
|
|
|
|
||||
|
Long-term indebtedness |
$ |
|
|
$ |
|
|
||
____________
(1) On December 6, 2019, Telesat Canada entered into a new amended and restated Credit Agreement with a syndicate of banks which provides for the extension of credit under the Senior Secured Credit Facilities (“Senior Secured Credit Facilities”). The Senior Secured Credit Facilities are comprised of two tranches — a revolving credit facility of up to $
During the three and six months ended June 30, 2024, Telesat repurchased a portion of the Term Loan B — U.S. Facility with a principal amount of $
(2) On October 11, 2019, Telesat Canada issued, through a private placement, US$
During the three and six months ended June 30, 2025, Telesat repurchased 2027 Senior Unsecured Notes, with a principal amount of $
During the three and six months ended June 30, 2024, Telesat repurchased 2027 Senior Unsecured Notes, with a principal amount of $
(3) On April 27, 2021, Telesat Canada issued, through a private placement, US$
During the three and six months ended June 30, 2024, Telesat repurchased 2026 Senior Secured Notes with a principal amount of $
(4) On December 6, 2019, Telesat Canada issued, through a private placement, US$
During the three and six months ended June 30, 2024, Telesat repurchased 2027 Senior Secured Notes with a principal amount of $
(5)
16
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
12. INDEBTEDNESS (cont.)
Telesat Lightspeed Financing Warrants
As consideration for making available the loan facility, Telesat LEO Inc. entered into agreements with the lenders that irrevocably grant warrants equivalent to
The Telesat Lightspeed Financing Warrants are exercisable in whole or in part, using a cash or cashless exercise feature (at the sole discretion of holder), at any time after the second anniversary of the date of issuance of the warrants and up to
Deferred Financing Charges
Deferred financing charges include the debt issue costs associated with the Telesat Lightspeed Financing and the initial value of the Telesat Lightspeed Financing Warrants granted to the Government of Canada and the Government of Quebec. As drawdowns are made against the Telesat Lightspeed Financing, the proportional amount of the deferred financing charges will be transferred to debt issue costs against the long-term indebtedness and amortized to interest expense using the effective interest method.
The activity in deferred financing charges for the six months ended June 30, 2025 is as follows:
|
Telesat |
Debt |
Total |
||||||||||
|
As at December 31, 2024 |
$ |
|
|
$ |
|
|
$ |
|
|
|||
|
Additions |
|
|
|
|
|
|
|
|
||||
|
Transferred to debt issue costs |
|
( |
) |
|
( |
) |
|
( |
) |
|||
|
Impact of foreign exchange |
|
( |
) |
|
( |
) |
|
( |
) |
|||
|
As at June 30, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
|||
13. SHARE CAPITAL
The Class A Common shares together with the Class B Variable Voting shares represent Telesat Corporation’s Public Shares (“Telesat Public Shares”). The Class C Fully Voting shares and Class C Limited Voting shares shall be referred to as (“Class C Shares”). The Telesat Public Shares and Class C Shares together represent Telesat Corporation Shares (“Telesat Corporation Shares”).
The number of shares and stated value of the outstanding shares were as follows:
|
June 30, 2025 |
December 31, 2024 |
|||||||||
|
Number of |
Stated |
Number of |
Stated |
|||||||
|
Telesat Public Shares |
|
$ |
|
|
$ |
|
||||
|
Class C Shares |
|
|
|
|
|
|
||||
| |
$ |
|
|
$ |
|
|||||
17
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
13. SHARE CAPITAL (cont.)
The breakdown of the number of shares of Telesat Public Shares, as at June 30, 2025, was as follows:
|
Telesat Public shares |
||
|
Class A Common shares |
|
|
|
Class B Variable Voting shares |
|
|
|
Total Telesat Public shares |
|
The number of Class A Common shares and Class B Variable Voting shares in the table above is based on information available to the Company as at June 30, 2025.
In addition, the Company has
During the six months ended June 30, 2025,
During the six months ended June 30, 2024,
During the six months ended June 30, 2025,
During the six months ended June 30, 2025,
During the six months ended June 30, 2025,
The number and stated value of the outstanding LP Units of the Partnership as at June 30, 2025 and December 31, 2024 were as follows:
|
June 30, 2025 |
December 31, 2024 |
|||||||||
|
Number of |
Stated |
Number of |
Stated |
|||||||
|
Class A and Class B LP Units |
|
$ |
|
|
$ |
|
||||
|
Class C LP Units |
|
|
|
|
|
|
||||
| |
$ |
|
|
$ |
|
|||||
On consolidation into Telesat Corporation, the stated value of the LP Units is included under non-controlling interest.
14. NON-CONTROLLING INTEREST
Non-controlling interests represent equity interests in the Partnership that are not attributable to the Company. As at June 30, 2025, Telesat Corporation held a general partnership interest representing approximately
Net income (loss) attributable to non-controlling interests represents the non-controlling interests’ portion of the Partnership’s net income (loss).
18
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
15. SHARE-BASED COMPENSATION PLANS
On November 19, 2021, Telesat Corporation adopted an omnibus long-term incentive plan (“Omnibus Plan”). The Omnibus Plan allows for a variety of equity-based awards including stock options, RSUs, DSUs and PSUs. The stock options, RSUs, DSUs and PSUs are collectively referred to as “Award”. Each Award will represent the right to receive Public Shares or, in the case of PSUs, RSUs or DSUs, Public Shares or cash, in accordance with the terms of the Omnibus Plan.
Telesat Holdings Inc. (the predecessor entity to Telesat Canada and Telesat Corporation) adopted a management stock incentive plan in September 2008, as amended (the “2008 Telesat Plan”) and a second management stock incentive plan in April 2013, as amended (the “2013 Telesat Plan”). In the first half of 2021, Telesat Canada also adopted a restricted share unit plan (the “RSU Plan” together with the 2008 Telesat Plan and 2013 Telesat Plan, the “Historic Plan”).
The changes in number of time vesting stock options outstanding and their weighted average exercise price under the Omnibus Plan and Historic Plan have been summarized below:
|
Historic plan |
Omnibus Plan |
||||||||||
|
Number of |
Weighted |
Number of |
Weighted |
||||||||
|
Outstanding, January 1, 2025 |
|
$ |
|
|
|
$ |
|
||||
|
Forfeited |
$ |
( |
) |
$ |
|
||||||
|
Exercised |
$ |
( |
) |
$ |
|
||||||
|
Outstanding June 30, 2025 |
|
$ |
|
|
|
$ |
|
||||
The movement under the Historic Plan was as follows
|
RSUs with |
||
|
Outstanding, January 1, 2025 |
|
|
|
Forfeited |
||
|
Outstanding, June 30, 2025 |
|
The movement under the Omnibus Plan was as follows:
|
RSUs with |
PSUs with |
DSUs |
||||||
|
Outstanding, January 1, 2025 |
|
|
|
|
|
|||
|
Granted |
|
|
|
|
|
|||
|
Settled |
( |
) |
( |
) |
||||
|
Forfeited |
( |
) |
( |
) |
||||
|
Outstanding, June 30, 2025 |
|
|
|
|
|
|||
19
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
16. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the net income (loss) for the period attributable to shareholders of each class of shares by the weighted average number of shares outstanding during the period.
Diluted earnings per share is calculated to give effect to equity Awards.
The following table presents reconciliations of the numerators of the basic and diluted per share computations:
|
Three months ended |
Six months ended |
|||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||
|
Net income (loss) attributable to Telesat Corporation Shares |
$ |
|
$ |
|
$ |
|
$ |
|
||||
|
Effect of diluted securities |
|
|
|
|
|
|
|
|
||||
|
Diluted net income (loss) attributable to Telesat Corporation Shares |
$ |
|
$ |
|
$ |
|
$ |
|
||||
The following table presents reconciliations of the denominators of the basic and diluted per share computations:
|
Three months ended |
Six months ended |
|||||||
|
2025 |
2024 |
2025 |
2024 |
|||||
|
Basic total weighted average number of Telesat Corporation Shares outstanding |
|
|
|
|
||||
|
Effect of diluted securities |
||||||||
|
Stock options |
|
|
|
|||||
|
RSUs |
|
|
|
|
||||
|
DSUs |
|
|
|
|
||||
|
PSUs |
|
|
|
|
||||
|
Diluted total weighted average number of Telesat Corporation Shares outstanding |
|
|
|
|
||||
Effect of diluted securities represents Telesat Public Shares and Class C Shares assumed to be issued for no consideration. The difference between the number of Telesat Public Shares and Class C Shares assumed issued on exercise and the number of Telesat Public Shares and Class C Shares assumed repurchased are treated as an issue of common shares for no consideration.
For the purpose of earnings per share, all of the Telesat Public Shares and Class C Shares have equivalent economic rights.
17. GOVERNMENT GRANT
In May 2019, Telesat entered into an agreement for a non-refundable government contribution of a value up to $
For the six months ended June 30, 2025, the Company recorded $
Of the amount recorded in the six months ended June 30, 2025, amount was recorded as a reduction to satellites, property and other equipment and $
20
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
18. CAPITAL DISCLOSURES
The Company’s financial strategy is designed to maintain compliance with the financial covenant under its Telesat Canada Debt and Telesat Lightspeed Financing and to maximize returns to its shareholders and other stakeholders. The Company meets these objectives through regular monitoring of the financial covenant and operating results on a quarterly basis.
The Company defines its capital as Telesat Corporation’s shareholders’ equity (comprising issued share capital, accumulated earnings and excluding reserves), non-controlling interest and debt financing (comprising indebtedness and excluding deferred financing costs, prepayment options, warrants and loss on repayment as defined in Note 12).
The Company’s capital was as follows:
|
As at |
June 30, |
December 31, |
||||
|
Shareholders’ equity (excluding reserves) |
$ |
|
$ |
|
||
|
Non-controlling interest |
$ |
|
$ |
|
||
|
Debt financing (excluding deferred financing costs, prepayment options, warrants and loss on repayment) |
$ |
|
$ |
|
||
The Company’s operating results are tracked against budget and this analysis is reviewed by senior management.
19. FINANCIAL INSTRUMENTS
Measurement of Risks
The Company, through its financial assets and liabilities, is exposed to various risks. The following analysis provides a measurement of risks as at June 30, 2025.
Credit risk
Credit risk is the risk that a counterparty to a financial asset will default, resulting in the Company incurring a financial loss. As at June 30, 2025, the maximum exposure to credit risk is equal to the carrying value of the financial assets which totaled $
The following table provides breakdown by maturity of financial assets as at June 30, 2025:
|
Carrying |
Contractual cash flows |
||||||||||||||||||||
|
Remaining |
2026 |
2027 |
2028 |
2029 |
Thereafter |
||||||||||||||||
|
Cash and cash equivalents |
$ |
|
$ |
|
$ |
$ |
$ |
$ |
$ |
||||||||||||
|
Trade and other receivables, excluding deferred receivables |
|
|
|
|
|
|
|
|
|
||||||||||||
|
Deferred receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Other financial assets |
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
Cash and cash equivalents are invested with high quality investment grade financial institutions and are governed by the Company’s corporate investment policy, which aims to reduce credit risk by restricting investments to high-grade, mainly U.S. dollar and Canadian dollar denominated investments.
21
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
19. FINANCIAL INSTRUMENTS (cont.)
The Company has credit evaluation, approval and monitoring processes intended to mitigate potential credit risks related to trade accounts receivable. The Company’s standard payment terms are 30 days with interest typically charged on balances remaining unpaid at the end of standard payment terms. The Company’s historical experience with customer defaults has been minimal. As at June 30, 2025, North American and International customers made up
The Company mitigates the credit risk associated with derivative instruments by entering into them with only high-quality financial institutions.
Foreign exchange risk
The Company’s operating results are subject to fluctuations as a result of exchange rate variations to the extent that transactions are made in currencies other than Canadian dollars. The Company’s main currency exposures lie in its U.S. dollar denominated cash and cash equivalents, trade and other receivables, trade and other payables and indebtedness with the most significant impact being on the U.S. dollar denominated indebtedness, cash and short-term investments. As at June 30, 2025, a portion of the indebtedness was denominated in U.S. dollars, with the Canadian dollar equivalent of the U.S. dollar denominated indebtedness equaling $
In addition, there is also an impact as a result of the exchange rate variations to the extent that transactions and denominated in Canadian dollars in entities who have a functional currency other than Canadian dollars with the most significant impact being on the Telesat Lightspeed Warrant derivative liabilities and Telesat Lightspeed Financing indebtedness. As at June 30, 2025, the derivative liabilities and indebtedness had balances of $
As at June 30, 2025, the impact of a
Interest rate risk
The Company is exposed to interest rate risk on its cash and cash equivalents and its indebtedness. The interest rate risk on the indebtedness is from a portion of the indebtedness having a variable interest rate. Changes in the interest rates could impact the amount of interest that the Company is required to pay or receive.
If the interest rates on the variable rate indebtedness change by
Financial assets and liabilities recorded on the balance sheets and the fair value hierarchy levels used to calculate those values were as follows:
Liquidity risk
The Company maintains a strong liquidity position supported by sufficient working capital and access to committed borrowing agreements to meet current and foreseeable financial requirements.
22
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
19. FINANCIAL INSTRUMENTS (cont.)
The contractual maturities of financial liabilities as at June 30, 2025 were as follows:
|
Carrying |
Contractual |
Remaining |
2026 |
2027 |
2028 |
2029 |
Thereafter |
|||||||||||||||||
|
Trade and other |
$ |
|
$ |
|
$ |
|
$ |
$ |
$ |
$ |
$ |
|||||||||||||
|
Customer and other deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Satellite performance incentive payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Derivative liabilities |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Other financial |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Indebtedness(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
____________
(1)
The interest payable and interest payments included in the carrying value and contractual cash flows, respectively, in the above table, were as follows:
|
Interest |
Interest |
|||||
|
Satellite performance incentive payments |
$ |
|
$ |
|
||
|
Indebtedness |
$ |
|
$ |
|
||
|
As at June 30, 2025 |
Amortized |
Fair value |
Fair value |
Fair value |
||||||||||
|
Cash and cash equivalents |
$ |
|
|
$ |
|
$ |
|
|
Level 1 |
|||||
|
Trade and other receivables |
|
|
|
|
|
|
|
|
(1) |
|||||
|
Other current financial assets |
|
|
|
|
|
|
|
|
Level 1 |
|||||
|
Other long-term financial assets |
|
|
|
|
|
|
|
|
Level 1 |
|||||
|
Trade and other payables |
|
( |
) |
|
|
|
( |
) |
(1) |
|||||
|
Other current financial liabilities |
|
( |
) |
|
|
|
( |
) |
Level 2 |
|||||
|
Other long-term financial liabilities |
|
( |
) |
|
( |
) |
|
( |
) |
Level 2, Level 3 |
||||
|
Indebtedness(2) |
|
( |
) |
|
|
|
( |
) |
Level 2 |
|||||
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
||||||
23
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
19. FINANCIAL INSTRUMENTS (cont.)
|
As at December 31, 2024 |
Amortized |
Fair value |
Fair value |
Fair value |
||||||||||
|
Cash and cash equivalents |
$ |
|
|
$ |
|
$ |
|
|
Level 1 |
|||||
|
Trade and other receivables |
|
|
|
|
|
|
|
|
(1) |
|||||
|
Other current financial assets |
|
|
|
|
|
|
|
|
Level 1 |
|||||
|
Other long-term financial assets |
|
|
|
|
|
|
|
|
Level 1 |
|||||
|
Trade and other payables |
|
( |
) |
|
|
|
( |
) |
(1) |
|||||
|
Other current financial liabilities |
|
( |
) |
|
|
|
( |
) |
Level 2 |
|||||
|
Other long-term financial liabilities |
|
( |
) |
|
( |
) |
|
( |
) |
Level 2, Level 3 |
||||
|
Indebtedness(2) |
|
( |
) |
|
|
|
( |
) |
Level 2 |
|||||
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
||||||
____________
(1) Trade and other receivables and trade and other payables approximate fair value due to the short-term maturity of these instruments.
(2) Indebtedness excludes deferred financing costs, prepayment options, warrants and loss on prepayment (December 31, 2024 — excludes deferred financing costs, prepayment options and loss on prepayment).
Assets pledged as security
The Senior Secured Credit Facilities, 2027 Senior Secured Notes and 2026 Senior Secured Notes are secured by substantially all of Telesat’s assets excluding the assets of unrestricted subsidiaries. The Telesat Lightspeed Financing is secured by substantially all of the assets of the unrestricted subsidiaries of Telesat.
Fair Value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market under current market conditions at the measurement date. Where possible, fair values are based on the quoted market values in an active market. In the absence of an active market, the Company determines fair values based on prevailing market rates (bid and ask prices, as appropriate) for instruments with similar characteristics and risk profiles or internal or external valuation models, such as option pricing models and discounted cash flow analysis, using observable market-based inputs.
The fair value hierarchy is as follows:
Level 1 is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date.
Level 2 is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially all of the full term of the assets or liabilities.
Level 3 is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
Estimates of fair values are affected significantly by the assumptions for the amount and timing of estimated future cash flows and discount rates, which all reflect varying degrees of risk. Potential income taxes and other expenses that would be incurred on disposition of these financial instruments are not reflected in the fair values. As a result, the fair values are not necessarily the net amounts that would be realized if these instruments were actually settled.
24
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
19. FINANCIAL INSTRUMENTS (cont.)
The carrying amounts of cash and cash equivalents, trade and other receivables, and trade and other payables approximate fair value due to the short-term maturity of these instruments. As at June 30, 2025, cash and cash equivalents included $
The fair value of the satellite performance incentive payments, included in other current and long-term financial liabilities, was determined using a discounted cash flow methodology. The calculation is performed on a recurring basis. As at June 30, 2025 and December 31, 2024, the discount rate used was
The fair value of the indebtedness, excluding the Telesat Lightspeed Financing, was based on transactions and quotations from third parties considering market interest rates and excluding deferred financing costs, prepayment options and loss on repayment. The calculation of the fair value of the indebtedness is performed on a recurring basis.
|
June 30, |
December 31, |
|||||
|
Term Loan B – U.S. Facility – Senior Secured Credit Facilities |
|
% |
|
% |
||
|
2027 Senior Unsecured Notes |
|
% |
|
% |
||
|
2027 Senior Secured Notes |
|
% |
|
% |
||
|
2026 Senior Secured Notes |
|
% |
|
% |
||
The rate used in the calculation of the fair value of the Telesat Lightspeed Financing, which is a percentage of face value of the indebtedness, was
Fair value of derivative financial instruments
Derivatives were valued using a discounted cash flow methodology. The calculations of the fair value of the derivatives are performed on a recurring basis.
Prepayment option cash flows were calculated with a third party option valuation model which is based on the current price of the debt instrument and discounted based on a discount curve.
The discount rates used to discount cash flows as at June 30, 2025 ranged from
Telesat Lightspeed Financing Warrants were valued based upon an option pricing framework, incorporating an American-style exercise option, which allows for early exercise before expiry. In determining the unobservable inputs, the Company uses observable market inputs such as industry reports, interest rate yield curves, current rates and price and rate volatilities, as applicable, to develop assumptions regarding those unobservable inputs.
For the six-months ended June 30, 2025, the value of the Telesat Financing Warrants was as follows:
|
Government of |
Government of |
Total |
|||||||
|
As at December 31, 2024 |
$ |
|
$ |
|
$ |
|
|||
|
Change in fair value |
|
|
|
|
|
|
|||
|
Impact of foreign exchange |
|
|
|
|
|
|
|||
|
As at June 30, 2025 |
$ |
|
$ |
|
$ |
|
|||
25
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
20. EMPLOYEE BENEFIT PLANS
The expenses included on the condensed consolidated statements of income (loss) were as follows:
|
Three months ended June 30, 2025 |
Pension Plans |
Other Post-employment |
||||||||||||||||||
|
Canadian |
US |
Total |
Canadian |
US |
Total |
|||||||||||||||
|
Consolidated statements of income (loss) |
|
|
|
|
|
|
|
|
||||||||||||
|
Operating expenses |
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
$ |
|
|||||||
|
Interest (income) expense |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
||||||
|
Three months ended June 30, 2024 |
Pension Plans |
Other Post-employment |
||||||||||||||||||
|
Canadian |
US |
Total |
Canadian |
US |
Total |
|||||||||||||||
|
Consolidated statements of income (loss) |
|
|
|
|
|
|
|
|
||||||||||||
|
Operating expenses |
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
$ |
|
|||||||
|
Interest (income) expense |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
||||||
|
Six months ended June 30, 2025 |
Pension Plans |
Other Post-employment |
||||||||||||||||||
|
Canadian |
US |
Total |
Canadian |
US |
Total |
|||||||||||||||
|
Consolidated statements of income (loss) |
|
|
|
|
|
|
|
|
||||||||||||
|
Operating expenses |
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
$ |
|
|||||||
|
Interest (income) expense |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
||||||
|
Six months ended June 30, 2024 |
Pension Plans |
Other Post-employment |
||||||||||||||||||
|
Canadian |
US |
Total |
Canadian |
US |
Total |
|||||||||||||||
|
Consolidated statements of income (loss) |
|
|
|
|
|
|
|
|
||||||||||||
|
Operating expenses |
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
$ |
|
|||||||
|
Interest (income) expense |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
||||||
No amounts were recorded on the statements of comprehensive income (loss) for the three and six months ended June 30, 2025 or 2024.
The balance sheet obligations, distributed between pension and other post-employment benefits were as follows:
|
As at June 30, 2025 |
Pension Plans |
Other Post-employment |
||||||||||||||||
|
Canadian |
US |
Total |
Canadian |
US |
Total |
|||||||||||||
|
Included in other long-term liabilities |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||
|
Included in other long-term assets |
$ |
|
$ |
$ |
|
$ |
$ |
$ |
||||||||||
|
As at December 31, 2024 |
Pension Plans |
Other Post-employment |
||||||||||||||||
|
Canadian |
US |
Total |
Canadian |
US |
Total |
|||||||||||||
|
Included in other long-term liabilities |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||
|
Included in other long-term assets |
$ |
|
$ |
$ |
|
$ |
$ |
$ |
||||||||||
26
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
21. SUPPLEMENTAL CASH FLOW INFORMATION
Cash and cash equivalents were comprised of the following:
|
As at June 30, |
2025 |
2024 |
||||
|
Cash |
$ |
|
$ |
|
||
|
Short-term investments(1) |
|
|
|
|
||
|
Cash and cash equivalents |
$ |
|
$ |
|
||
____________
(1)
Income taxes paid, net of income taxes received was comprised of the following:
|
Six months ended June 30, |
2025 |
2024 |
||||||
|
Income taxes paid |
$ |
( |
) |
$ |
( |
) |
||
|
Income taxes received |
|
|
|
|
|
|
||
|
$ |
( |
) |
$ |
( |
) |
|||
Interest paid, net of interest received was comprised of the following:
|
Six months ended June 30, |
2025 |
2024 |
||||||
|
Interest paid |
$ |
( |
) |
$ |
( |
) |
||
|
Interest received |
|
|
|
|
|
|
||
|
$ |
( |
) |
$ |
( |
) |
|||
The reconciliation of the liabilities arising from financing activities were as follows:
|
Indebtedness |
Satellite |
Lease |
||||||||||
|
Balance as at January 1, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
|||
|
Cash inflows |
|
|
|
|
|
|
|
|||||
|
Cash outflows |
|
( |
) |
|
( |
) |
|
( |
) |
|||
|
Amortization of deferred financing costs, prepayment options, warrants and loss on repayment |
|
|
|
|
|
|
|
|||||
|
Gain on repurchase of debt |
|
( |
) |
|
|
|
|
|||||
|
Interest paid |
|
|
|
|
|
( |
) |
|||||
|
Interest accrued |
|
|
|
|
|
|
|
|
||||
|
Non-cash transfer from deferred charges to indebtedness of debt issue costs and warrants |
|
( |
) |
|
|
|
|
|||||
|
Non-cash additions |
|
|
|
|
|
|
|
|||||
|
Impact of foreign exchange |
|
( |
) |
|
( |
) |
|
( |
) |
|||
|
Balance as at June 30, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
|||
27
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
21. SUPPLEMENTAL CASH FLOW INFORMATION (cont.)
|
Indebtedness |
Satellite |
Lease |
||||||||||
|
Balance as at January 1, 2024 |
$ |
|
|
$ |
|
|
$ |
|
|
|||
|
Cash outflows |
|
( |
) |
|
( |
) |
|
( |
) |
|||
|
Amortization of deferred financing costs, prepayment options and loss on repayment |
|
|
|
|
|
|
|
|||||
|
Gain on repurchase of debt |
|
( |
) |
|
|
|
|
|||||
|
Non-cash additions |
|
|
|
|
|
|
|
|||||
|
Interest paid |
|
|
|
|
|
( |
) |
|||||
|
Interest accrued |
|
|
|
|
|
|
|
|||||
|
Impact of foreign exchange |
|
|
|
|
|
|
|
|
|
|||
|
Balance as at June 30, 2024 |
$ |
|
|
$ |
|
|
$ |
|
|
|||
The net change in operating assets and liabilities was comprised of the following:
|
Six months ended June 30, |
2025 |
2024 |
||||||
|
Trade and other receivables |
$ |
|
|
$ |
( |
) |
||
|
Financial assets |
|
( |
) |
|
|
|
||
|
Other assets |
|
( |
) |
|
( |
) |
||
|
Trade and other payables |
|
( |
) |
|
|
|
||
|
Financial liabilities |
|
|
|
|
( |
) |
||
|
Other liabilities |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
( |
) |
|||
Non-cash investing activities were comprised of:
|
Six months ended June 30, |
2025 |
2024 |
||||
|
Satellites, property and other equipment |
$ |
|
$ |
|
||
22. COMMITMENTS AND CONTINGENT LIABILITIES
The following were the Company’s off-balance sheet contractual obligations as at June 30, 2025:
|
Remaining |
2026 |
2027 |
2028 |
2029 |
Thereafter |
Total |
|||||||||||||||
|
Property leases |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||
|
Capital commitments |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Other operating commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
Property leases consisted of off-balance sheet contractual obligations for land or building usage, while capital commitments included commitments for capital projects. Other operating commitments consisted of third-party satellite capacity arrangements as well as other commitments that are not categorized as property leases or capital commitments. The Company’s off-balance sheet obligations included the future minimum payments for the non-cancellable period of each respective obligation, which have various terms and expire between 2025 to 2045.
Certain variable costs associated with the capitalized leases have been included in property leases commitments with a termination date co-terminus with the lease liability.
28
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
22. COMMITMENTS AND CONTINGENT LIABILITIES (cont.)
The Company has entered into contracts for the development of the Telesat Lightspeed constellation and other capital expenditures. The outstanding commitments as at June 30, 2025 were included in capital commitments.
The Company has agreements with various customers for prepaid revenue on several service agreements which take effect when the satellite is placed in service. The Company is responsible for operating and controlling these satellites. As at June 30, 2025, customer prepayments of $
In the normal course of business, the Company has executed agreements that provide for indemnification and guarantees to counterparties in various transactions. These indemnification undertakings and guarantees may require the Company to compensate the counterparties for costs and losses incurred as a result of certain events including, without limitation, loss or damage to property, change in the interpretation of laws and regulations (including tax legislation), claims that may arise while providing services, or as a result of litigation that may be suffered by the counterparties. The nature of substantially all of the indemnification undertakings prevents the Company from making a reasonable estimate of the maximum potential amount the Company could be required to pay counterparties as the agreements do not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, the Company has not made any significant payments under such indemnifications.
Telesat Corporation and Telesat CanHold Corporation have entered into an indemnification agreement with Public Sector Pension Investment Board (“PSP Investments”) where they will indemnify PSP Investments on a grossed-up basis for PSP Investment’s pro rata share of the costs relating to: (a) certain losses and litigation proceedings related to the transaction to become a public company in 2021, (b) certain losses with regard to Loral Space & Communications Inc. (“Loral”) and out-of-pocket expenses of Loral and (c) certain tax matters.
In the case of indemnification for certain tax matters only, there will be a cap of US$
Legal Proceedings
The Company participates from time to time in legal proceedings arising in the normal course of its business.
Telesat previously received assessments from Brazilian tax authorities alleging that additional taxes are owed on revenue earned for the period 2002 to 2021. The total disputed amount for the period 2002 to 2021, including interest and penalties, is now $
Other than the legal proceedings disclosed above and in Note 34 of the Company’s December 31, 2024 consolidated financial statements, the Company is not aware of any proceedings outstanding or threatened as at the date hereof by or against it or relating to its business which may have, or have had in the recent past, significant effects on the Company’s financial position or profitability.
23. RELATED PARTY TRANSACTIONS
Transactions with subsidiaries
The Company and its subsidiaries regularly engage in inter-group transactions. These transactions include the purchase and sale of satellite services and communications equipment, providing and receiving network and call centre services, access to orbital slots and management services. The transactions have been entered into over the normal course of operations. Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation and therefore have not been disclosed.
29
Telesat Corporation
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2025
(all amounts in thousands of Canadian dollars, except where otherwise noted)
23. RELATED PARTY TRANSACTIONS (cont.)
Compensation of executives and Board level directors
Compensation of the Company’s executives consists of short-term benefits (including salaries), post-employment benefits and share-based compensation. Compensation of the Company’s Board level directors consists of cash and share-based compensation. The transactions have been entered into with the Company in the normal course of operations.
Transactions with related parties
There were no transactions or balances with Red Isle Private Investments Inc. or MHR during any of the periods presented.
Other related party transactions
The Company funds certain defined benefit pension plans. Contributions made to the plans for the three and six months ended June 30, 2025 were $
The Company funds certain defined contribution pension plans. Contributions made to the plans for the three and six months ended June 30, 2025 were $
30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis (the “MD&A”) should be read in conjunction with Telesat Corporation’s unaudited interim condensed consolidated financial statements and the related notes for the three and six month periods ended June 30, 2025.
As used in this MD&A, unless the context states or requires otherwise, references to “Telesat,” “Company,” “we,” “our” and “us” refer to Telesat Corporation and its subsidiaries. Unless the context states or requires otherwise, reference herein to “the consolidated financial statements” or “the financial statements” or similar terms refer to Telesat Corporation’s unaudited interim condensed consolidated financial statements included herein.
All figures reported in this MD&A are in Canadian dollars, except where we indicate otherwise, and are referenced as “$” and “dollars”.
This MD&A contains a translation of some Canadian dollar amounts into United States dollars at specified exchange rates solely for your convenience. All references to “US$” and “U.S. dollar” refer to United States dollars.
The financial statements presented herein have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting.
Certain totals, subtotals and percentages may not reconcile due to rounding.
The information contained in this MD&A takes into account information available up to August 5, 2025, unless otherwise noted.
This MD&A makes reference to certain non-IFRS Accounting Standards measures, namely, Adjusted EBITDA, Adjusted EBITDA margin and Consolidated EBITDA. These measures are not recognized measures under IFRS® Accounting Standards and do not have a standardized meaning prescribed by IFRS Accounting Standards and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS Accounting Standards. Rather, these non-IFRS Accounting Standards measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS Accounting Standards measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS Accounting Standards measures in the evaluation of issuers. Our management also uses non-IFRS Accounting Standards measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. For a reconciliation of the non-IFRS Accounting Standards measure to the most closely comparable IFRS Accounting Standards measure, see below under the heading “Non-IFRS Accounting Standards Measures”.
FORWARD LOOKING STATEMENTS
This MD&A contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. When used in this MD&A, the words “believes,” “expects,” “plans,” “may,” “will,” “would,” “could,” “should,” “anticipates,” “estimates,” “project,” “intend” or “outlook” or other variations of these words or other similar expressions are intended to identify forward-looking statements and information. In addition, Telesat or its representatives have made or may make forward-looking statements, orally or in writing, which may be included in, but are not limited to, various filings made from time to time with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities, and press releases or oral statements made with the approval of an authorized executive officer of Telesat. Statements containing forward-looking information are not historical facts nor assurances of future performance but instead represent management’s expectations, estimates and projections regarding future events or circumstances.
These forward-looking statements and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties described. The results are not limited to the risks listed below and, in the section, entitled “Risk Factors” included in Telesat Corporation’s Annual Report on Form 20-F for the year ended December 31, 2024 (the “Annual Report”), which were filed with the
31
SEC and the Canadian securities regulatory authorities on March 27, 2025 and our quarterly report on Form 6-K filed on May 6, 2025. The Annual Report and Form 6-Ks can be obtained on the SEC’s website at https://www.sec.gov and the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at https://www.sedarplus.ca. There may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change, except where we are expressly required to do so by law.
Factors that could cause actual results to differ from those projected include, but are not limited to (1) risks associated with financial factors, including swings in the global financial markets, tariffs, increases in interest rates, fluctuations in foreign exchange rates, and access to capital; (2) risks associated with satellite services, including dependence on large customers, launch delays and failures, in-orbit failures and competition; (3) risks and uncertainties associated with Telesat Lightspeed, including overcoming technological challenges, access to spectrum and markets, governmental restrictions or regulations, the impact of inflation on development costs and financing, raising sufficient capital to design and implement the system and competition from other low earth orbit systems; (4) regulatory risks, such as the effect of industry and government regulations that affect Telesat; and (5) other risks. The foregoing list of important factors is not exclusive. Furthermore, Telesat operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond Telesat’s control.
These factors should not be construed as exhaustive and should be read with the other cautionary statements in this MD&A. These forward-looking statements are based on our current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this MD&A may turn out to be inaccurate.
Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data. These forward-looking statements speak only as at the date of this MD&A. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC and the Canadian securities regulatory authorities, after the date of this MD&A.
This MD&A contains estimates, projections, market research and other information concerning our industry, our business, and the markets for our services. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information.
Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources.
In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section of our Annual Report entitled “Risk Factors” and our report on Form 6-K filed on May 6, 2025. These and other factors could cause our future performance to differ materially from our assumptions and estimates.
Any references to forward-looking statements in this MD&A include forward-looking information within the meaning of applicable Canadian securities laws.
Additional information regarding the Company, including the Annual Report, can be obtained on the SEC’s website at https://www.sec.gov and on SEDAR+ at https://www.sedarplus.ca.
32
OVERVIEW OF THE BUSINESS
We are a leading global satellite services operator, providing our customers with mission-critical communications services since the start of the satellite communications industry in the 1960s. Through a combination of advanced satellites and ground facilities and a highly expert and dedicated staff, our communications solutions support the requirements of sophisticated satellite users throughout the world. We are organized into two operating segments: low earth orbit (“LEO”) and geostationary orbit (“GEO”) and other. We provide our services through three business categories: Broadcast, Enterprise and Consulting and other.
The satellite services business is capital intensive and the build-out of a satellite fleet requires substantial time and investment. Once the investment in a satellite is made, the incremental costs to maintain and operate the satellite are relatively low over the life of the satellite, with the exception of in-orbit insurance.
As at June 30, 2025, we provided satellite services to customers from our fleet of 14 in-orbit GEO satellites, as well as our Canadian payload on the ViaSat-1 satellite. We also manage the operations of additional satellites for third parties.
We are building what we believe will be one of the world’s most advanced constellations of LEO satellites and integrated terrestrial infrastructure, called “Telesat Lightspeed” — a platform designed to revolutionize the provision of global broadband connectivity. In January 2018, our first LEO satellite, LEO 1, was successfully launched into orbit. The LEO 1 satellite demonstrated certain key features of the Telesat Lightspeed system design, specifically the capability of the satellite and customer terminals to deliver a low latency broadband experience. In July 2023, we successfully launched our LEO 3 satellite into orbit, and it has since replaced LEO 1. We also deployed ground infrastructure to support testing with a variety of existing and prospective customers and potential suppliers of the Telesat Lightspeed system hardware.
In September 2024, Telesat LEO Inc. (“Telesat LEO”) completed financing agreements with the Government of Canada (“GoC”) and Government of Quebec (“GoQ”) for loans of $2.14 billion and $400 million, respectively, for the Telesat Lightspeed constellation (“Telesat Lightspeed Financing”). See “— Debt — Telesat Lightspeed Financing — Senior Secured Term Loan Facilities”, below.
Telesat and its affiliates operate satellites pursuant to authorizations granted by governments, including those of Canada, the United States, Brazil, the Kingdom of Tonga and the United Kingdom, to access and use certain geostationary orbital locations and associated spectrum resources. The use of these orbital locations, as well as our other operations, is subject to a variety of Canadian and international regulations.
Revenue
We earn most of our revenue by providing video and data services using satellite transponder capacity. We also earn revenue by providing ground-based transmit and receive services, selling equipment, managing satellite networks, and providing consulting services in the field of satellite communications.
We recognize revenue from satellite services on a monthly basis as services are performed in an amount that reflects the consideration we expect to receive in exchange for those services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability is considered probable.
Consulting revenue for cost plus contracts is recognized as the approved time and labor is completed by Telesat. We recognize consulting revenue for fixed price contracts using the input method to determine the progress towards complete satisfaction of the performance obligation. Equipment sale revenue is recognized when the customer obtains control of the equipment, being at the time the equipment is delivered to and accepted by the customer.
Expenses
Our operating expenses consist of labor and variable operating expenses which include in-orbit insurance and direct-billed expenses, such as third-party contractor services. As we further our Lightspeed development, we anticipate that our labor costs will continue to increase.
33
Interest expense is significant and arises principally from our: Senior Secured Credit Facilities comprised of two outstanding secured credit facilities, which include a revolving facility that matured in 2024 and Term Loan B (“U.S. TLB Facility”) maturing in 2026 (together, the “Senior Secured Credit Facilities”); 6.5% senior unsecured notes due in 2027 issued by Telesat Canada and Telesat LLC, as the co-issuer (the “2027 Senior Unsecured Notes”); 4.875% senior secured notes due in 2027 issued by Telesat Canada and Telesat LLC, as the co-issuer (the “2027 Senior Secured Notes”); and 5.625% senior secured notes due in 2026 issued by Telesat Canada and Telesat LLC, as the co-issuer (the “2026 Senior Secured Notes”). The Senior Secured Credit Facilities, 2027 Senior Unsecured Notes, 2027 Senior Secured Notes and 2026 Senior Secured Notes are collectively known as “Telesat Canada Debt”.
We also incur significant interest on the Telesat Lightspeed Financing, which we expect to capitalize against the costs of the constellation until the constellation is in service.
Other significant operating expenses include the straight-line depreciation of the cost of each of our satellites over their useful lives and amortization expense related to various finite-life intangible assets.
FUTURE OUTLOOK
Our desirable spectrum rights, commitment to providing the highest level of customer service, deep technical expertise and culture of innovation have enabled us to successfully develop our business to date. Leveraging these strengths and building on our existing contractual backlog, our focus is on profitably growing our business by increasing the utilization of our in-orbit satellites and, in a disciplined manner, deploying expansion satellite capacity where we anticipate there will be strong market demand.
After decades of developing and successfully operating our GEO satellite services business, we are now poised to revolutionize the provision of global broadband connectivity by building what we believe will be one the of world’s most advanced constellations of LEO satellites and integrated terrestrial infrastructure, Telesat Lightspeed.
We believe we are well-positioned to serve our customers and the markets in which we participate. Although we pursue opportunities to develop new satellites, we do not procure additional or replacement satellites until we believe there is a demonstrated need and a sound business plan for such satellite capacity.
As we move through 2025, we remain focused on increasing the utilization of our existing satellites, the deployment of our global Telesat Lightspeed constellation, and identifying and pursuing opportunities to invest in expansion satellite capacity all while maintaining our operating discipline.
RESULTS OF OPERATIONS
Review of financial performance
Telesat Corporation’s net income for the three months ended June 30, 2025, was $75.5 million compared to $129.3 million for the same period in the prior year.
Telesat Corporation’s net income for the six months ended June 30, 2025, was $24.1 million compared to $76.9 million for the same period in the prior year.
The decreases for the three and six months ended June 30, 2025 were primarily due a decrease in revenues combined with a loss on the changes in the fair value of the derivative liabilities associated with the warrants issued in conjunction with the Telesat Lightspeed Financing and a lower gain on repurchase of debt compared to the same periods in the prior year. This was partially offset by a net positive variation in foreign exchange on the conversion of the U.S. dollar debt into Canadian dollars.
34
Below are the foreign exchange rates used for our interim condensed consolidated financial statements and this MD&A:
|
Q1 |
Q2 |
Q2 YTD |
December 31, |
June 30, |
||||||
|
US$ to $ spot rate |
— |
— |
— |
1.4384 |
1.3608 |
|||||
|
US$ to $ average rates |
1.4344 |
1.3838 |
1.4091 |
— |
— |
|
Q1 |
Q2 |
Q2 |
December 31, |
June 30, |
||||||
|
US$ to $ spot rate |
— |
— |
— |
1.3243 |
1.3679 |
|||||
|
US$ to $ average rates |
1.3483 |
1.3682 |
1.3583 |
— |
— |
Revenue
|
($ millions except percentages) |
Three Months Ended |
% |
Six Months Ended |
% |
||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||||
|
Broadcast |
$ |
51.2 |
$ |
73.5 |
(30.3 |
)% |
$ |
106.3 |
$ |
146.0 |
(27.2 |
)% |
||||||
|
Enterprise |
|
52.6 |
|
67.1 |
(21.6 |
)% |
|
109.4 |
|
140.0 |
(21.8 |
)% |
||||||
|
Consulting and other |
|
2.3 |
|
11.9 |
(80.7 |
)% |
|
7.1 |
|
18.7 |
(61.8 |
)% |
||||||
|
Revenue |
$ |
106.1 |
$ |
152.4 |
(30.4 |
)% |
$ |
222.9 |
$ |
304.6 |
(26.8 |
)% |
||||||
Total revenue for the three months ended June 30, 2025 decreased by $46.3 million to $106.1 million, when compared to the same period in the prior year. Total revenue for the six months ended June 30, 2025 decreased by $81.8 million to $222.9 million, when compared to the same period in the prior year.
Revenue from Broadcast services decreased by $22.2 million and $39.7 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year. These decreases in GEO revenue were mainly due to a lower rate on the renewal of a long-term agreement with a direct-to-home (“DTH”) customer in the fourth quarter of 2024 and the termination of service from another DTH customer in the third quarter of 2024.
Revenue from Enterprise services decreased by $14.5 million and $30.5 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year. These decreases in GEO revenue were due to reductions of services to certain customers, in particular services for an Indonesian rural broadband program, combined with lower equipment sales to Canadian government customers.
Consulting and other revenue decreased by $9.6 million and $11.5 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year. The decreases were primarily due to lower LEO consulting services provided to NASA Goddard Space Flight Center.
Expenses
|
Three Months Ended |
% |
Six Months Ended |
% |
||||||||||||||||
|
($ millions except percentages) |
2025 |
2024 |
2025 |
2024 |
|||||||||||||||
|
Depreciation |
$ |
25.9 |
$ |
31.6 |
(18.1 |
)% |
$ |
51.8 |
|
$ |
68.0 |
(23.8 |
)% |
||||||
|
Amortization |
|
11.6 |
|
2.8 |
314.5 |
% |
|
22.5 |
|
|
5.6 |
300.2 |
% |
||||||
|
Operating expenses |
|
50.6 |
|
56.3 |
(10.2 |
)% |
|
103.6 |
|
|
103.4 |
(0.2 |
)% |
||||||
|
Other operating (gains) losses, net |
|
0.1 |
|
— |
100.0 |
% |
|
(3.8 |
) |
|
— |
(100.0 |
)% |
||||||
|
Expenses |
$ |
88.2 |
$ |
90.8 |
(2.8 |
)% |
$ |
174.1 |
|
$ |
177.1 |
(1.7 |
)% |
||||||
35
Depreciation
Depreciation of satellites, property and other equipment decreased by $5.7 million and $16.2 million for the three and six months ended June 30, 2025, when compared to the same periods in the prior year. The decreases in depreciation were primarily due to the end of useful lives, for accounting purposes, of our Telstar 11N satellite in March 2024 and Nimiq 5 satellite in September 2024.
Amortization
Amortization of intangible assets increased by $8.8 million and $16.9 million for the three and six months ended June 30, 2025, when compared to the same periods in the prior year. The increases were primarily related to the amortization of orbital slots, which were transferred from indefinite life assets to finite life assets effective January 1, 2025.
Operating Expenses
|
Three Months Ended |
% |
Six Months Ended |
% |
|||||||||||||||
|
($ millions except percentages) |
2025 |
2024 |
2025 |
2024 |
||||||||||||||
|
Compensation and employee benefits |
$ |
21.6 |
$ |
28.4 |
(24.0 |
)% |
$ |
47.6 |
$ |
53.7 |
(11.3 |
)% |
||||||
|
Other operating expenses |
|
24.7 |
|
16.8 |
46.6 |
% |
|
44.9 |
|
27.9 |
60.8 |
% |
||||||
|
Cost of sales |
|
4.3 |
|
11.1 |
(60.8 |
)% |
|
11.1 |
|
21.8 |
(49.2 |
)% |
||||||
|
Operating expenses |
$ |
50.6 |
$ |
56.3 |
(10.2 |
)% |
$ |
103.6 |
$ |
103.4 |
(0.2 |
)% |
||||||
Total operating expenses decreased by $5.7 million and increased by $0.2 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year.
Compensation and employee benefits decreased by $6.8 million and $6.0 million for the three and six months ended June 30, 2025, respectively, in comparison to the same periods in the prior year. The decreases were primarily due to higher capitalized engineering related to LEO and lower share-based compensation which were partially offset by an increase in wages and benefits relating to the ramping up of LEO operations.
Other operating expenses increased by $7.8 million and $17.0 million for the three and six months ended June 30, 2025, respectively, in comparison to the same periods in the prior year. The increases were primarily due to higher GEO legal and professional fees and to an increase in software licensing costs associated with LEO.
Cost of sales decreased by $6.7 million and $10.7 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year. The decreases were primarily due to lower consulting costs tied to lower LEO consulting revenue from NASA Goddard Space Flight Center.
Interest Expense
|
Three Months Ended |
% |
Six Months Ended |
% |
||||||||||||||||||
|
($ millions except percentages) |
2025 |
2024 |
2025 |
2024 |
|||||||||||||||||
|
Debt service costs |
$ |
57.7 |
|
$ |
57.8 |
(0.6 |
)% |
$ |
113.9 |
|
$ |
118.0 |
|
(3.4 |
)% |
||||||
|
Interest on significant financing component |
|
3.1 |
|
|
3.5 |
(12.2 |
)% |
|
6.4 |
|
|
7.1 |
|
(10.7 |
)% |
||||||
|
Interest on satellite performance incentive payments |
|
0.2 |
|
|
0.3 |
(19.4 |
)% |
|
0.5 |
|
|
0.6 |
|
(18.9 |
)% |
||||||
|
Interest on employee benefit plans, net |
|
(0.3 |
) |
|
— |
100 |
% |
|
(0.5 |
) |
|
(0.1 |
) |
583.3 |
% |
||||||
|
Interest on leases |
|
0.6 |
|
|
0.4 |
(57.5 |
)% |
|
1.0 |
|
|
0.7 |
|
39.1 |
% |
||||||
|
Capitalized interest |
|
(7.5 |
) |
|
— |
100 |
% |
|
(11.0 |
) |
|
— |
|
100 |
% |
||||||
|
Interest expense |
$ |
53.6 |
|
$ |
61.9 |
(13.4 |
)% |
$ |
110.3 |
|
$ |
126.4 |
|
(12.7 |
)% |
||||||
36
Interest expense included interest related to our debt, as well as interest related to our derivative instruments, significant financing components on certain revenue agreements, satellite performance incentive payments, employee benefit plans and leases.
Debt service costs, which included interest expense on indebtedness and derivative instruments, decreased by $0.3 million and $4.1 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year. The decreases in interest expense were primarily due to the impact of the repurchases of a portion of the U.S. TLB Facility, 2027 Senior Unsecured Notes, 2027 Senior Secured Notes, and 2026 Senior Secured Notes, as well as a decrease in interest rates on the U.S. TLB Facility. These decreases were partially offset by interest on the Telesat Lightspeed Financing under which first draws occurred in 2025.
Interest expense on significant financing component decreased by $0.4 million and $0.8 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year. The decreases in interest expense were primarily due to lower average prepayment balances.
Interest on satellite performance incentive payments decreased by $0.1 million and $0.1 million for the three and six months ended June 30, 2025 when compared to the same periods in the prior year, primarily due to declining balances of satellite performance incentive liabilities.
Interest expense on employee benefit plans decreased by $0.2 million and $0.5 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year.
Interest on leases increased by $0.2 million and $0.3 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year. The increases were due to new leases entered into related to Telesat Lightspeed.
Capitalized interest increased by $7.5 million and $11.0 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year. Balances relate to interest capitalized to the Lightspeed constellation associated with the Telesat Lightspeed Financing.
Interest and Other Income
|
Three Months Ended |
Six Months Ended |
|||||||||||
|
($ millions) |
2025 |
2024 |
2025 |
2024 |
||||||||
|
Interest and other income |
$ |
6.8 |
$ |
20.2 |
$ |
13.0 |
$ |
41.4 |
||||
Interest and other income decreased by $13.4 million and $28.3 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year. The decreases were primarily due to lower interest rates, lower average cash and cash equivalent balances combined with decreases in short term investments compared to the same periods in the prior year.
Foreign Exchange & Derivatives
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
|
($ millions) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
Gain (loss) on changes in fair value of financial instruments |
$ |
(13.2 |
) |
$ |
— |
|
$ |
(46.7 |
) |
$ |
— |
|
||||
|
Gain (loss) on foreign exchange |
$ |
114.6 |
|
$ |
(34.5 |
) |
$ |
117.1 |
|
$ |
(102.9 |
) |
||||
The loss on changes in fair value of financial instruments for the three and six months ended June 30, 2025 was $13.2 and $46.7 million. The loss on changes in fair value of financial instruments was due to the change in fair value of the derivative liabilities associated with the warrants issued in conjunction with the Telesat Lightspeed Financing. There was no gain (loss) on changes in fair value of financial instruments for the three and six months ended June 30, 2024.
The foreign exchange gain for the three and six months ended June 30, 2025, was $114.6 million and $117.1 million respectively, compared to a foreign exchange loss of $34.5 million and $102.9 million for the same period in the prior year, respectively, resulting in a positive change of $149.1 million and $220.0 million, respectively.
37
The gain for the three months ended June 30, 2025 was mainly the result of the variation of the U.S. dollar to Canadian dollar spot rate as at June 30, 2025 ($1.3608), compared to the spot rate as at March 31, 2025 ($1.4387) and the resulting impact on the translation of our U.S. dollar and Canadian dollar denominated indebtedness and our Canadian dollar derivative warrant liabilities.
The gain for the six months ended June 30, 2025 was mainly the result of the variation of the U.S. dollar to Canadian dollar spot rate as at June 30, 2025 ($1.3608), compared to the spot rate as at December 31, 2024 ($1.4384) and the resulting impact on the translation of our U.S. dollar and Canadian dollar denominated indebtedness and our Canadian dollar derivative warrant liabilities.
The loss for the three months ended June 30, 2024 was mainly the result of the variation of the U.S. dollar to Canadian dollar spot rate as at June 30, 2024 ($1.3679), compared to the spot rate as at March 31, 2024 ($1.3540), and the resulting impact on the translation of our U.S. dollar denominated indebtedness.
The loss for the six months ended June 30, 2024 was mainly the result of the variation of the U.S. dollar to Canadian dollar spot rate as at June 30, 2024 ($1.3679), compared to the spot rate as at December 31, 2023 ($1.3243), and the resulting impact on the translation of our U.S. dollar denominated indebtedness.
Income Taxes
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
|
($ millions) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
Current tax expense (recovery) |
$ |
12.0 |
|
$ |
31.2 |
|
$ |
14.5 |
|
$ |
39.1 |
|
||||
|
Deferred tax expense (recovery) |
|
(8.2 |
) |
|
(2.6 |
) |
|
(9.8 |
) |
|
(4.1 |
) |
||||
|
Tax expense (recovery) |
$ |
3.8 |
|
$ |
28.5 |
|
$ |
4.7 |
|
$ |
35.0 |
|
||||
The tax expense decreased by $24.7 million and $30.3 million, for the three and six months ended June 30, 2025, respectively, when compared to the same periods in the prior year. The decrease for the three and six months ended June 30, 2025 was primarily due to a decrease in operating income and a lower gain on the repurchase of debt.
Backlog
Our backlog represents future cash inflows from capacity allocation or service delivery contracts. As of June 30, 2025, GEO backlog was $0.9 billion and represents our expected future revenue from existing GEO service contracts (without discounting for present value) including any deferred revenue that we will recognize in the future in respect of cash already received. As of the date of this filing, the expected cash inflows from Telesat Lightspeed capacity allocation and service contracts (without discounting for present value) was $1.0 billion.
Generally, following the successful launch of a satellite, if the satellite is operating nominally, our customers may only terminate their service agreements for satellite capacity by paying us all, or substantially all, of the payments that would have otherwise become due over the term of the service agreement. However, if certain of our existing satellites were to experience an in-orbit failure, or otherwise fail to operate as anticipated, our customers may be entitled to terminate their agreement, and we may be obligated to return all or a portion of the customer prepayments made under service agreements for that satellite and reduce the associated backlog. Any repayments under such conditions would be funded by insurance proceeds we may receive, cash on hand and short-term investments.
We expect our backlog as at June 30, 2025 to be recognized as follows:
|
($ millions) |
Remaining |
2026 |
2027 |
2028 |
2029 |
Thereafter |
||||||||||||
|
Backlog |
$ |
172.5 |
$ |
232.9 |
$ |
157.3 |
$ |
91.8 |
$ |
72.3 |
$ |
163.6 |
||||||
38
LIQUIDITY AND CAPITAL RESOURCES
Cash and Available Credit
As at June 30, 2025, we had $547.4 million of cash and short-term investments, including $330.8 million held in unrestricted subsidiaries. To finance the LEO constellation, we also have in aggregate $2.2 billion of Telesat Lightspeed Financing available to draw, subject to certain conditions. As at June 30, 2025, we have drawn $340 million against the Telesat Lightspeed Financing.
Cash Flows from Operating Activities
Cash flows from operating activities for the six months ended June 30, 2025 was $108.3 million, a $40.8 million increase compared to the same period in the prior year. The increase was primarily due to the collection of certain other receivables outstanding from December 2024, partially offset by the decline in revenue.
Cash Flows (used in) generated from Investing Activities
Cash used in investing activities for the six months ended June 30, 2025 was $412.7 million. This consisted mainly of payments associated with the Telesat Lightspeed constellation.
Cash used in investing activities for the six months ended June 30, 2024 was $219.9 million. This consisted mainly of payments associated with the Telesat Lightspeed constellation.
Cash Flows (used in) generated from Financing Activities
Cash generated from financing activities for the six months ended June 30, 2025 was $324.4 million. This was primarily due to drawings under the Telesat Lightspeed Financing.
Cash used in financing activities for the six months ended June 30, 2024 was $137.0 million. This was primarily due to the repurchase of a portion of the 2027 Senior Unsecured Notes, 2027 Senior Secured Notes, 2026 Senior Secured Notes and U.S. TLB Facility.
Government Grant
In 2019, we entered into an agreement with the GoC pursuant to which the GoC would contribute up to $85.0 million to support the development of the Telesat Lightspeed constellation through the GoC Strategic Innovation Fund. In return for the grant, Telesat has made a number of commitments to the GoC, including commitments to conduct over $200.0 million of research and development activities in Canada as well as to expand its Canadian workforce.
The costs that were incurred in connection with this program are summarized below:
|
($ millions) |
Six months |
Year ended |
||||
|
Satellites, property and other equipment |
$ |
382.5 |
$ |
1,088.4 |
||
|
Operating expenses |
|
34.5 |
|
77.4 |
||
|
Total costs incurred |
$ |
417.0 |
$ |
1,165.8 |
||
Total research and development costs for Telesat Lightspeed for the six months ended June 30, 2025 increased by $46.9 million from $370.1 million to $417.0 million, when compared to the same period in the prior year.
The variation was primarily driven by a ramp in our investment in the Telesat Lightspeed program.
39
The following claims against the government grant have been made against the costs incurred associated with the program:
|
($ millions) |
Six months |
Year ended |
||||
|
Satellites, property and other equipment |
$ |
— |
$ |
5.4 |
||
|
Operating expenses |
|
1.3 |
|
8.0 |
||
|
Total claims |
$ |
1.3 |
$ |
13.4 |
||
Liquidity
A large portion of our annual cash receipts are reasonably predictable because they are primarily derived from an existing backlog of long-term customer contracts. We believe cash and short-term investments as at June 30, 2025 and cash flows from operating activities will be adequate to meet our expected cash requirements for at least the next twelve months for activities in the normal course of business, including required interest and principal payments on our indebtedness and our capital requirements for our GEO business. Similarly, we believe our existing cash, cash flows from operating activities and drawings on our Telesat Lightspeed Financing will be adequate to cover the cost of the ongoing construction and global service deployment of the Telesat Lightspeed constellation for our LEO business.
We have from time to time used available cash to repurchase some of our existing debt. We may from time to time continue to seek to repay, repurchase, exchange, refinance or otherwise retire our existing debt in open market transactions, privately negotiated transactions, tender offers, exchange offers, pursuant to the term of debt or otherwise. We may also incur additional debt to fund such transactions or exchange existing debt for newly issued debt obligations or equity or equity-like securities. Such transactions, if any, will depend on prevailing market conditions, trading prices of debt from time to time, our liquidity requirements and cash position, contractual restrictions and other factors. The amount involved in any such transactions, individually or in the aggregate, may be material. We cannot provide any assurance as to if or when we will consummate any such transactions or the terms of any such transactions.
The construction of any satellite replacement or expansion program, including expansion of the Telesat Lightspeed constellation, will require significant capital expenditures. Cash required for any future satellite programs may be funded from a range of sources including: cash and short-term investments, cash flows generated from operating activities, cash flows from customer prepayments, export credit agency financing, vendor financing, equity investments, including through the issuance of public equity, additional secured or unsecured debt financing, and government sources. We may also raise additional funding for expansion of the Telesat Lightspeed constellation through the issuance of additional equity of, or debt at, our unrestricted subsidiaries which own, and will operate and commercialize, the Telesat Lightspeed constellation.
We may sell certain satellite assets and, in accordance with the terms and conditions of the Senior Secured Credit Facilities, reinvest the proceeds in replacement satellites or pay down indebtedness under the Senior Secured Credit Facilities. However, our ability to access these sources of funding is not guaranteed, and therefore, we may not be able to fully fund additional replacement or new satellite programs.
We are building our Telesat Lightspeed constellation in unrestricted subsidiaries (as defined in the credit agreement governing our Senior Secured Credit Facilities (the “Credit Agreement”) and indentures governing the 2027 Senior Unsecured Notes, 2027 Senior Secured Notes and 2026 Senior Secured Notes (together, the “Indentures”)), and intend to complete the deployment of and operate our Telesat Lightspeed constellation through current or future unrestricted subsidiaries.
40
Debt
Senior Secured Credit Facilities
The obligations under the Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a first priority security interest in the assets of Telesat Canada and certain of our subsidiaries (“Guarantors”). The Credit Agreement contains covenants that restrict the ability of Telesat Canada and the Guarantors to take specified actions, including, among other things and subject to certain significant exceptions: creating liens, incurring indebtedness, making investments, engaging in mergers, selling property, paying dividends, entering into sale-leaseback transactions, creating subsidiaries, repaying subordinated debt or amending organizational documents. The Credit Agreement contains customary events of default and affirmative covenants, including an excess cash sweep, that may require us to repay a portion of the outstanding principal under our Senior Secured Credit Facilities prior to the stated maturity.
As of June 30, 2025, our Senior Secured Credit Facilities is comprised of the following facility:
Term Loan B — U.S. Facility
Telesat Canada’s Term Loan B — U.S. Facility is a US$1,908.5 million facility maturing in December 2026. As at June 30, 2025, the outstanding balance was US$1,320.5 million.
Effective May 9, 2023, Telesat Canada entered into the Amendment to the Credit Agreement. The Amendment amends the Credit Agreement to replace LIBOR-based benchmark rates with SOFR-based benchmark rates and to make certain other conforming changes. Following the Amendment, loans under the Term Loan B Facility bear interest, at Telesat Canada’s option, at either (i) a floating rate based on the base rate, plus an applicable margin of 1.75% or (ii) a floating rate based on SOFR, plus an applicable margin of 2.75%. In addition, loans benchmarked against SOFR will be subject to a credit spread adjustment of 0.11448% for a one-month interest period, 0.26161% for a three-month interest period and 0.42826% for a six-month interest period.
The mandatory principal repayments on our U.S. TLB Facility are one quarter of 1.00% of the value of the loan, which must be paid on the last day of each quarter. There are currently no mandatory quarterly principal repayments required.
2027 Senior Secured Notes
Telesat Canada’s 2027 Senior Secured Notes, in the amount of US$400.0 million, bear interest at an annual rate of 4.875% and are due in June 2027.
As at June 30, 2025, the balance outstanding was US$225.0 million. The indenture governing the 2027 Senior Secured Notes includes covenants or terms that restrict our ability to, among other things, incur additional indebtedness, incur liens, pay dividends or make certain other restricted payments, investments or acquisitions, enter into certain transactions with affiliates, modify or cancel our satellite insurance and effect mergers with another entity, in each case subject to exceptions provided in the 2027 Senior Secured Notes indenture.
2026 Senior Secured Notes
In April 2021, we issued US$500.0 million in aggregate principal amount of 2026 Senior Secured Notes which bear interest at an annual rate of 5.625% and are due in December 2026.
As at June 30, 2025, the balance outstanding was US$387.0 million. The indenture governing the 2026 Senior Secured Notes includes covenants and terms that restrict our ability to, among other things, incur additional indebtedness, incur liens, pay dividends or make certain other restricted payments, investments or acquisitions, enter into certain transactions with affiliates, modify or cancel its satellite insurance, and effect mergers with another entity, in each case subject to exceptions provided in such indenture.
41
2027 Senior Unsecured Notes
Telesat Canada’s 2027 Senior Unsecured Notes, in the original principal amount of US$550.0 million, bear interest at an annual rate of 6.5% and are due in October 2027.
As at June 30, 2025, the balance outstanding was US$213.0 million. The indenture governing the 2027 Senior Unsecured Notes includes covenants or terms that restrict our ability to, among other things, incur additional indebtedness, incur liens, pay dividends or make certain other restricted payments, investments or acquisitions, enter into certain transactions with affiliates, modify or cancel our satellite insurance and effect mergers with another entity, in each case subject to exceptions provided in the 2027 Senior Unsecured Notes indenture.
During the three and six months ended June 30, 2025, we repurchased 2027 Senior Unsecured Notes with a principal amount of $11.4 million (US$8.2 million) in exchange for $4.5 million (US$3.3 million). The repurchase resulted in a gain on repurchase of debt of $6.9 million (US$4.9 million). The repurchase also resulted in a write-off of the related debt issue costs and prepayment options.
Telesat Lightspeed Financing — Senior Secured Term Loan Facilities
To fund our Lightspeed LEO constellation, on September 13, 2024, Telesat LEO Inc. (a wholly owned unrestricted subsidiary of Telesat) entered into the Telesat Lightspeed Financing with the GoC and GoQ for senior secured non-revolving delayed draw term loan facilities in the principal amount of $2,140 million and $400 million, respectively.
The Telesat Lightspeed Financing carries a floating interest rate of 4.75% above the 3-month term CORRA on the outstanding drawn loan amount with a 15-year maturity. All interest accrued on the Telesat Lightspeed Financing until six months after the initial project completion date (a date upon which a certain number of satellites under the LEO project have been launched, with a certain number of satellites made operational and certain other milestones under the agreement being met) shall be added to the principal amount.
Unless accelerated on the event of default as defined in the Telesat Lightspeed Financing, principal repayment of the loan is required on a semi-annual installment basis in 10 years commencing one year after initial project completion date subject to the mandatory repayment of the full amount by the 15th anniversary of the initial draw on the loan. The amount of each semi-annual installment will be calculated as a percentage of the total loan amount as prescribed in the loan agreement.
In addition to the regular repayment, we will also be required to make mandatory prepayment or repayment under certain circumstances including in cases when Telesat LEO Inc. has excess cash flow. The Telesat Lightspeed Financing also provides a full or partial prepayment option to Telesat LEO Inc.
The Telesat Lightspeed Financing includes both financial and non-financial covenants with which we must comply.
As consideration for the Telesat Lightspeed Financing, Telesat LEO Inc., before the initial draw on the loan, on November 15, 2024, entered into an agreement with the GoC and the GoQ which irrevocably granted warrants equivalent to 11.87% of common shares in the capital of Telesat LEO Inc. on a fully diluted basis (“Telesat Lightspeed Financing Warrants”). The Telesat Lightspeed Financing Warrants are exercisable in whole or in part, at any time after the second anniversary of the date of their issuance and up to 10 years from the issuance date (subject to certain terms and conditions of the warrant agreement) based upon an equity valuation of US$3 billion for Telesat LEO Inc.
On initial recognition, the Telesat Lightspeed Financing Warrants were recorded against other current and long-term assets with the derivative recorded against other current and long-term financial liabilities. The initial fair value impact, as at November 15, 2024, of the Telesat Lightspeed Financing Warrants was $604.3 million. As the drawdowns are made against the Telesat Lightspeed Financing, the proportional amount of the current and long-term assets are transferred to the debt issue costs against the long-term indebtedness. These balances are amortized to the statement of income (loss) using the effective interest method. The carrying amount against the indebtedness as of June 30, 2025 was $76.8 million.
42
Debt issue costs of $37.5 million were incurred in connection with the Telesat Lightspeed Financing. These balances are recorded against prepaid expenses and other current assets and long-term assets. As the drawdowns are made against the Telesat Lightspeed Financing, the proportional amount of the prepaid expenses and other current assets and long-term assets are transferred to the debt issue costs against the long-term indebtedness. The liability is subsequently amortized using the effective interest method. The carrying amount against the indebtedness as of June 30, 2025 was $4.8 million.
For the derivatives recorded against the current and long-term financial liabilities, the balances are marked to market at each reporting date thereafter in the statement of income (loss) as part of the gain (loss) on changes in fair value of financial instruments.
The Telesat Lightspeed Financing is secured by substantially all of the assets in our Unrestricted Subsidiaries. As at November 15, 2024, all conditions precedent to drawdown of the loans under the Telesat Lightspeed Financing were met.
As at June 30, 2025, $349.5 million of the Telesat Lightspeed Financing was outstanding of which $294.5 million and $55.0 million was outstanding with the GoC and GoQ, respectively. The balance consists of $340.0 million of draws combined with $9.5 million of interest which was capitalized to the principal on the loan facility. The interest capitalized against the loan facility was split between $8.0 million and $1.5 million with the GoC and GoQ, respectively.
Covenant Compliance
As of the date hereof, we were in compliance with the financial covenants of our Telesat Canada Debt and the Telesat Lightspeed Financing.
Debt Service Cost
An estimate of the interest expense is based upon assumptions of foreign exchange rates, SOFR, CORRA and the applicable margins of our Senior Secured Credit Facilities. Our interest expense for the year ending December 31, 2025, is expected to be approximately $201.5 million. Our interest expense for the Telesat Lightspeed Financing is expected to be $31.2 million for the year ending December 31, 2025, which is anticipated to be capitalized against the assets under construction. The interest expense excludes the amortization of our deferred financing costs, prepayment options, warrants and loss on repayment.
Derivatives
We use, from time to time, interest rate and currency derivatives to manage our exposure to changes in interest rates and foreign exchange rates. As at June 30, 2025, there were no interest rate or currency derivatives that were outstanding.
We have embedded derivatives, on certain of our Telesat Canada debt, that are accounted for separately at fair value. These embedded derivatives are related to the prepayment option on our 2027 Senior Unsecured Notes, the prepayment option on our 2027 Senior Secured Notes and the prepayment option on our 2026 Senior Secured Notes. As at June 30, 2025, the fair value of the embedded derivative related to the prepayment option on our 2027 Senior Unsecured Notes, 2027 Senior Secured Notes and 2026 Senior Secured Notes was $Nil.
In addition, we also have embedded derivatives associated with the Telesat Lightspeed Financing with the GoC and GoQ. As part of the Telesat Lightspeed Financing, Telesat LEO issued the Telesat Lightspeed Financing Warrants representing 11.87% of its total shares on a fully diluted basis, with standard anti-dilution adjustments.
At their inception on November 15, 2024, the fair value of the embedded derivatives with respect to the Telesat Lightspeed Financing Warrants was $604.3 million. As at June 30, 2025, the fair value of the embedded derivatives was $663.8 million.
The changes in the fair value of these embedded derivatives are recorded on our consolidated statements of income as a gain or loss on changes in fair value of financial instruments and are non-cash.
43
All derivative instruments are measured at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market under current market conditions at the measurement date. Where possible, fair values are based on the quoted market values in an active market. In the absence of an active market, we determine fair values based on prevailing market rates (bid and ask prices, as appropriate) for instruments with similar characteristics and risk profiles or internal or external valuation models, such as option pricing models or frameworks and discounted cash flow analysis, using observable market-based inputs.
These estimates are affected significantly by the assumptions for the amount and timing of estimated future cash flows and discount rates, which all reflect varying degrees of risk. Potential income taxes and other expenses that would be incurred on disposition of our derivative instruments are not reflected in the fair values. The fair values also include an adjustment related to the counterparty credit risk. As a result, the fair values are not necessarily the net amounts that would be realized if these instruments were actually settled.
MARKET RISK
Credit Risk Related to Financial Instruments
Financial instruments that potentially subject us to a concentration of credit risk consist of cash and short-term investments, accounts receivable, derivative assets and other assets. Cash and short-term investments are invested with high quality financial institutions and are governed by our corporate investment policy, which aims to reduce credit risk by restricting investments to high-grade, mainly U.S. dollar and Canadian dollar denominated investments. Credit checks are performed to minimize exposure to any one customer. We are exposed to credit risk if counterparties to our derivative instruments are unable to meet their obligations. It is expected that these counterparties will be able to meet their obligations as they are institutions with strong credit ratings, but we continue to periodically monitor their credit risk and credit exposure.
Foreign Exchange Risk
Our operating results are subject to fluctuations as a result of exchange rate variations to the extent that transactions are made in currencies other than Canadian dollars or in cases where transactions are in Canadian dollars where the functional currency is other than Canadian dollars. The most significant impact of variations in the exchange rate is on our U.S. dollar denominated indebtedness and cash and short-term investments combined with the Canadian dollar indebtedness and derivative liabilities held in a subsidiary with other than a Canadian functional currency. In addition, a portion of our revenue and expenses, as well as the majority of our capital expenditures are denominated in U.S. dollars. As a result, the volatility of the U.S. currency, and in certain cases Canadian currency, exposes us to foreign exchange risks.
For the three month period ended June 30, 2025, we recorded a mainly non-cash foreign exchange gain of approximately $114.6 million due to a weaker U.S. to Canadian dollar spot rate ($1.3608) compared to March 31, 2025 ($1.4387).
For the three month period ended June 30, 2024, we recorded a mainly non-cash foreign exchange loss of approximately $34.5 million due to a stronger U.S. to Canadian dollar spot rate ($1.3679) compared to March 31, 2024 ($1.3540).
For the six month period ended June 30, 2025, we recorded a mainly non-cash foreign exchange gain of approximately $117.1 million due to a weaker U.S. to Canadian dollar spot rate ($1.3608) compared to December 31, 2024 ($1.4384).
For the six month period ended June 30, 2024, we recorded a mainly non-cash foreign exchange loss of approximately $102.9 million due to a stronger U.S. to Canadian dollar spot rate ($1.3679) compared to December 31, 2023 ($1.3243).
44
The approximate amount of our revenue and certain expenses denominated in U.S. dollars, as a percentage of their overall balance, is summarized in the table below:
|
Three months |
Six months |
|||||
|
Revenue |
45.1 |
% |
46.5 |
% |
||
|
Operating expenses |
49.4 |
% |
48.1 |
% |
||
|
Interest on our indebtedness |
87.0 |
% |
90.4 |
% |
||
We use, from time to time, currency derivative instruments to hedge the foreign exchange risk on our U.S. dollar denominated indebtedness. Our policy is that we do not use derivative instruments for speculative purposes. As at June 30, 2025, we have no currency derivative instruments.
A five percent increase (decrease) in the value of the U.S. dollar against the Canadian dollar would have (decreased) increased our net income (loss) as at June 30, 2025 by $129.2 million and increased (decreased) our other comprehensive income by $16.7 million. This would have also increased (decreased) our indebtedness by $146.0 million.
A five percent increase (decrease) in the value of the U.S. dollar against the Canadian dollar would have increased (decreased) our cash and cash equivalents by $20.3 million, increased (decreased) our net income (loss) by $3.5 million and increased (decreased) our other comprehensive income (loss) by $16.9 million as at and for the six months ended June 30, 2025.
A five percent increase (decrease) in the value of the U.S. dollar against the Canadian dollar would have increased (decreased) our revenue and certain expenses for the three and six months ended June 30, 2024, as summarized in the table below:
|
($ millions) |
Three months |
Six months |
||||
|
Revenue |
$ |
2.4 |
$ |
5.2 |
||
|
Operating expenses |
$ |
1.2 |
$ |
2.5 |
||
|
Interest on our indebtedness |
$ |
2.5 |
$ |
5.1 |
||
The sensitivity analyses above assume that all other variables remain constant.
Through our Telesat Canada U.S. dollar denominated indebtedness, we are exposed to foreign exchange fluctuations. The following table contains our existing U.S. dollar denominated indebtedness balances at the beginning of each respective period, which are net of our scheduled debt repayments, and based on the foreign exchange rate as at June 30, 2025.
|
($ millions, beginning of period) |
Q3 2025 |
2026 |
2027 |
2028 |
2029 |
||||||||||
|
U.S. TLB Facility |
$ |
1,797.0 |
$ |
1,797.0 |
$ |
— |
$ |
— |
$ |
— |
|||||
|
2027 Senior Unsecured Notes |
|
289.9 |
|
289.9 |
|
289.9 |
|
— |
|
— |
|||||
|
2026 Senior Secured Notes |
|
526.7 |
|
526.7 |
|
— |
|
— |
|
— |
|||||
|
2027 Senior Secured Notes |
|
306.2 |
|
306.2 |
|
306.2 |
|
— |
|
— |
|||||
|
U.S. dollar denominated debt balances |
$ |
2,919.7 |
$ |
2,919.7 |
$ |
596.1 |
$ |
— |
$ |
— |
|||||
Through our Telesat LEO Inc. Canadian dollar denominated indebtedness, we are exposed to foreign exchange fluctuations, as Telesat LEO Inc. has a functional currency other than Canadian dollars. The following table contains our existing and anticipated drawings on the Canadian dollar denominated indebtedness balances at the beginning of each respective period. The balances are net of our scheduled debt repayments.
|
($ millions, beginning of period) |
Q3 2025 |
2026 |
2027 |
2028 |
2029 |
Thereafter |
||||||||||||
|
Lightspeed Financing Facilities |
$ |
349.5 |
$ |
1,081.0 |
$ |
1,945.7 |
$ |
2,844.2 |
$ |
2,832.5 |
$ |
2,537.4 |
||||||
45
Interest Rate Risk
We are exposed to interest rate risk on our cash and short-term investments and on our indebtedness, a portion of the indebtedness which includes a variable interest rate. Changes in the interest rates could impact the amount of interest that we receive or are required to pay.
We use, from time to time, interest rate swaps to hedge the interest rate risk related to our indebtedness. Our policy is that we do not use derivative instruments for speculative purposes. As at June 30, 2025, we have no interest rate swaps.
If the interest rates on our variable rate debt increased (decreased) by 0.25%, the result would be a decrease (increase) of $1.4 and $2.6 million to our net income (loss) for three and six months ended June 30, 2025, excluding any impact from interest which would be capitalized against the Lightspeed constellation.
As at June 30, 2025, through our U.S. TLB Facility and our Lightspeed Financing Facilities we are exposed to interest rate fluctuations. The following table contains the balances at the beginning of each respective period, net of our scheduled repayments, and based on the foreign exchange rate as at June 30, 2025.
|
($ millions, beginning of period) |
Q3 2025 |
2026 |
2027 |
2028 |
2029 |
Thereafter |
||||||||||||
|
U.S. TLB Facility |
$ |
1,797.0 |
$ |
1,797.0 |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
||||||
|
Lightspeed Financing Facilities(1) |
|
349.5 |
|
1,081.0 |
|
1,945.7 |
|
2,844.2 |
|
2,832.5 |
|
2,537.4 |
||||||
|
Debt balances exposed to interest rate fluctuation |
$ |
2,146.5 |
$ |
2,878.0 |
$ |
1,945.7 |
$ |
2,844.2 |
$ |
2,832.5 |
$ |
2,537.4 |
||||||
____________
(1) The contractual cash flows for Telesat Lightspeed Financing include anticipated future drawings and mandatory repayments against the loan.
Guarantees
In the normal course of business, we enter into agreements that provide for indemnification and guarantees to counterparties in transactions involving sales of assets, sales of services, purchases and development of assets, securitization agreements and operating leases. The nature of almost all of these indemnifications prevents us from making a reasonable estimate of the maximum potential amount that we could be required to pay counterparties. As a result, we cannot determine how they could affect future liquidity, capital resources or our credit risk profile. We have not made any significant payments under these indemnifications in the past. For more information, see Note 22 of our unaudited interim condensed consolidated financial statements.
NON-IFRS ACCOUNTING STANDARDS MEASURES
Adjusted EBITDA
Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS Accounting Standards measures. EBITDA is defined as “Earnings Before Interest, Taxes, Depreciation and Amortization.” Adjusted EBITDA is used by management to measure our financial performance. Adjusted EBITDA is defined as operating income (excluding certain operating expenses such as share-based compensation expenses and unusual and non-recurring items, including restructuring related expenses) before interest expense, taxes, depreciation and amortization. Adjusted EBITDA margin is used by management to measure our operating performance. Adjusted EBITDA margin is defined as the ratio of Adjusted EBITDA to revenue.
Adjusted EBITDA and Adjusted EBITDA margin are not standardized financial measures under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Adjusted EBITDA allows investors and us to compare our operating results with that of competitors exclusive of depreciation and amortization, interest and investment income, interest expense, taxes and certain other expenses. Financial results of competitors in the satellite services industry have significant variations that can result from timing of capital expenditures, the amount of intangible assets recorded, the differences in assets’ lives, the timing and amount of investments, the effects of other income (expense), and unusual and non-recurring items. The use of Adjusted EBITDA assists investors and us to compare operating results exclusive of these items. Competitors in the satellite services industry have significantly different capital structures. We believe that the use of Adjusted EBITDA improves comparability of performance by excluding interest expense.
46
We believe that the use of Adjusted EBITDA and the Adjusted EBITDA margin along with IFRS Accounting Standards financial measures enhances the understanding of our operating results and is useful to investors and us in comparing performance with competitors, estimating enterprise value and making investment decisions. Adjusted EBITDA and Adjusted EBITDA margin as used here may not be the same as similarly titled measures reported by competitors. Adjusted EBITDA and Adjusted EBITDA margin should be used in conjunction with IFRS Accounting Standards financial measures and are not presented as a substitute for cash flows from operations as a measure of our liquidity or as a substitute for net income (loss) as an indicator of our operating performance.
The following table provides a quantitative reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA margin, each of which are non-IFRS Accounting Standards measures.
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
|
($ millions) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
Net income (loss) |
$ |
75.5 |
|
$ |
129.3 |
|
$ |
24.1 |
|
$ |
76.9 |
|
||||
|
Tax expense (recovery) |
|
3.8 |
|
|
28.5 |
|
|
4.7 |
|
|
35.0 |
|
||||
|
(Gain) loss on foreign exchange |
|
(114.6 |
) |
|
34.5 |
|
|
(117.1 |
) |
|
102.9 |
|
||||
|
(Gain) loss on changes in fair value of financial instruments |
|
13.2 |
|
|
— |
|
|
46.7 |
|
|
— |
|
||||
|
Interest and other income |
|
(6.8 |
) |
|
(20.2 |
) |
|
(13.0 |
) |
|
(41.4 |
) |
||||
|
Interest expense |
|
53.6 |
|
|
61.9 |
|
|
110.3 |
|
|
126.4 |
|
||||
|
Gain on repurchase of debt |
|
(6.9 |
) |
|
(172.3 |
) |
|
(6.9 |
) |
|
(172.3 |
) |
||||
|
Depreciation |
|
25.9 |
|
|
31.6 |
|
|
51.8 |
|
|
68.0 |
|
||||
|
Amortization |
|
11.6 |
|
|
2.8 |
|
|
22.5 |
|
|
5.6 |
|
||||
|
Other operating (gains) losses, net |
|
0.1 |
|
|
— |
|
|
(3.8 |
) |
|
— |
|
||||
|
Non-recurring compensation expenses(1) |
|
0.8 |
|
|
1.1 |
|
|
1.2 |
|
|
1.4 |
|
||||
|
Non-cash expense related to share-based compensation |
|
2.4 |
|
|
6.0 |
|
|
5.6 |
|
|
11.4 |
|
||||
|
Adjusted EBITDA |
$ |
58.7 |
|
$ |
103.3 |
|
$ |
126.1 |
|
$ |
214.0 |
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Revenue |
$ |
106.1 |
|
$ |
152.4 |
|
$ |
222.9 |
|
$ |
304.6 |
|
||||
|
Adjusted EBITDA Margin |
|
55.3 |
% |
|
67.8 |
% |
|
56.6 |
% |
|
70.3 |
% |
||||
____________
(1) Includes severance payments, special compensation and benefits for executives and employees.
Adjusted EBITDA for Telesat Corporation for the three and six month periods ended June 30, 2025, decreased by $44.6 million and $88.0 million, respectively, when compared to the same periods in the prior year. The decreases were primarily due to a decrease in revenue, as discussed above.
Consolidated EBITDA for Covenant Purposes
Under the terms of the Credit Agreement for our Senior Secured Credit Facilities, we are required to comply with a senior secured leverage ratio maintenance covenant as well as with other financial ratio covenants that impact, among other items, our ability to incur debt and make dividend payments.
Our Credit Agreement limits, among other items, our ability to incur debt and make dividend payments if the total leverage ratio is above 4.50:1.00, with certain exceptions. We refer to this total leverage ratio as the Consolidated Total Debt for Covenant Purposes to Consolidated EBITDA for the purposes of our Senior Secured Credit Facilities.
In addition, there are restrictions of the incurrence of secured debt which is measured by a senior secured leverage ratio of 4.25:1.00, tested quarterly. We refer to this senior secured leverage ratio as the Consolidated Total Secured Debt to Consolidated EBITDA for Covenant Purposes ratio.
Our Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization for Covenant Purposes is defined as net income (loss) for Telesat Canada and Restricted Subsidiaries plus interest expense, net of cash interest income earned on cash and cash equivalents, depreciation expense, amortization expense, extraordinary losses and unusual and non-recurring charges, non-cash charges, any expenses or charges incurred in connection with any issuance of debt, any impairment charges or asset write off, foreign withholding taxes paid or accrued and non-cash charges
47
related to share-based compensation expense. Additional sums which may be added include projected cost savings from an acquisition and lost revenue which may have been earned by satellites that have been subject to an insured loss. Deductions which are made in calculating Consolidated EBITDA for Covenant Purposes include extraordinary, non-recurring gains and losses and non-cash gains and losses.
Further adjustments are made to account for income from Unrestricted Subsidiaries, and currency gains and losses (including non-cash gains or losses on derivative contracts). Unrestricted Subsidiaries are (a) any Subsidiary of Telesat that is formed or acquired after the closing date of the Credit Agreement, provided that such Subsidiary is designated as an Unrestricted Subsidiary, and (b) any Restricted Subsidiary subsequently re-designated as an Unrestricted Subsidiary.
Consolidated EBITDA for Covenant Purposes is not a presentation made in accordance with IFRS Accounting Standards, is not a measure of financial condition or profitability, and should not be considered as an alternative to (1) net income (loss) determined in accordance with IFRS Accounting Standards or (2) cash flows from operating activities determined in accordance with IFRS Accounting Standards. Additionally, Consolidated EBITDA for Covenant Purposes is not intended to be a measure of free cash flow for management’s discretionary use as it does not include certain cash requirements for such items as interest payments, tax payments and debt service requirements. We believe that the inclusion of Consolidated EBITDA for Covenant Purposes herein is appropriate to provide additional information concerning the calculation of the financial ratio maintenance covenant and other covenants on our Senior Secured Credit Facilities. Consolidated EBITDA for Covenant Purposes is a material component of these covenants. Non-compliance with the financial ratio maintenance covenant contained in our Senior Secured Credit Facilities could result in the requirement to immediately repay all amounts outstanding. This presentation of Consolidated EBITDA for Covenant Purposes is not comparable to other similarly titled measures of other companies because not all companies use identical calculations of EBITDA. We believe the disclosure of the calculation of Consolidated EBITDA for Covenant Purposes provides information that is useful to an investor’s understanding of our liquidity and financial flexibility.
The following is a reconciliation of net income (loss), which is an IFRS Accounting Standards measure of our operating results, to Consolidated EBITDA for Covenant Purposes, as defined in the Credit Agreement and the calculation of the ratio of Consolidated Total Secured Debt to Consolidated EBITDA for Covenant Purposes as defined in the Credit Agreement. The terms and related calculations are defined in the Credit Agreement, a copy of which is publicly available at https://www.sec.gov.
|
(in $ millions) |
Twelve months |
|||
|
Net income (loss) |
$ |
(355.3 |
) |
|
|
Impact of unrestricted subsidiaries |
|
182.4 |
|
|
|
Consolidated income for Covenant Purposes |
|
(172.9 |
) |
|
|
Plus: |
|
|
||
|
Income taxes (Note 1) |
|
(47.9 |
) |
|
|
Interest expense (Note 1) |
|
206.9 |
|
|
|
Depreciation and amortization expense (Note 1) |
|
136.4 |
|
|
|
Non-cash share-based compensation and pension expense (Note 1) |
|
14.3 |
|
|
|
Other |
|
15.3 |
|
|
|
Increased (decreased) by: |
|
|
||
|
Impairment |
|
267.0 |
|
|
|
Gain on repurchase of debt |
|
(37.1 |
) |
|
|
Non-cash (gains) losses resulting from changes in foreign exchange rates (Note 1) |
|
(7.3 |
) |
|
|
Consolidated EBITDA for Covenant Purposes |
$ |
374.6 |
|
|
____________
Note 1: Adjustments for covenant purposes exclude certain specific expenses as defined in the Credit Agreement. As a result, these items in the covenant calculation do not reconcile to the financial statement line items.
48
Consolidated Total Secured Debt and Consolidated Debt for Covenant Purposes
Consolidated Total Debt for Covenant Purposes and Consolidated Total Secured Debt for Covenant Purposes are non-IFRS Accounting Standards measures. We believe that the inclusion of Consolidated Total Debt for Covenant Purposes and Consolidated Total Secured Debt for Covenant Purposes herein are appropriate to provide additional information concerning the calculation of the financial ratio maintenance and other covenants under our Senior Secured Credit Facilities and provides information that is useful to an investor’s understanding of our compliance with these financial covenants.
The following is a reconciliation of our Consolidated Total Debt for Covenant Purposes and Consolidated Total Secured Debt for Covenant Purposes to Indebtedness:
|
(in $ millions) |
As at |
|||
|
U.S. dollar denominated debt |
|
|
||
|
Term Loan B U.S. Facility (US$) |
$ |
1,320.5 |
|
|
|
2027 Senior Unsecured Notes (US$) |
|
213.0 |
|
|
|
2027 Senior Secured Notes (US$) |
|
225.0 |
|
|
|
2026 Senior Secured Notes (US$) |
|
387.0 |
|
|
|
|
2,145.6 |
|
||
|
Foreign exchange adjustment |
|
774.1 |
|
|
|
Subtotal |
|
2,919.7 |
|
|
|
Deferred financing costs and prepayment options |
|
(0.9 |
) |
|
|
Indebtedness |
$ |
2,918.7 |
|
|
|
(in $ millions) |
||||
|
Indebtedness |
$ |
2,918.7 |
|
|
|
Adjustments for covenant purposes: |
|
|
||
|
Deferred financing costs and prepayment options |
|
0.9 |
|
|
|
Add: lease liabilities |
|
30.2 |
|
|
|
Consolidated Total Debt |
|
2,949.9 |
|
|
|
Less: Cash and cash equivalents (max. US$100 million) |
|
(136.1 |
) |
|
|
Consolidated Total Debt for Covenant Purposes |
$ |
2,813.8 |
|
|
|
Consolidated Total Debt |
$ |
2,949.9 |
|
|
|
Less: Unsecured debt (2027 Senior Unsecured Notes) |
|
(289.9 |
) |
|
|
Consolidated Total Secured Debt |
|
2,660.0 |
|
|
|
Less: Cash and cash equivalents (max. US$100 million) |
|
(136.1 |
) |
|
|
Consolidated Total Secured Debt for Covenant Purposes |
$ |
2,523.9 |
|
|
As at June 30, 2025, the Consolidated Total Debt for Covenant Purposes to Consolidated EBITDA ratio, for the purposes of our Senior Secured Credit Facilities was 7.51:1.00. The Consolidated Total Secured Debt to Consolidated EBITDA for Covenant Purposes ratio, for the purposes of our Senior Secured Credit Facilities, was 6.74:1.00
The consolidated EBITDA for covenant purposes for the Senior Secured Credit Facilities for the twelve months ended June 30, 2024 was $516.9 million. Detailed information of the calculation is included in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Telesat Corporation Quarterly Report for the three and six month periods ended June 30, 2024 on Form 6-K furnished with the SEC on August 14, 2024, which can be obtained on the SEC website at https://www.sec.gov.
As at the date hereof, we are in compliance with our debt covenants.
49
Unaudited Interim Condensed Consolidating Financial Information
The unaudited interim condensed consolidating financial information reflects the investments, using the equity method of accounting, of Telesat in the Issuers, of the Issuers in their respective Guarantor and Non-Guarantor subsidiaries, and of the Guarantors in their Non-Guarantor subsidiaries.
Balances of Telesat Partnership are inclusive of balances associated with Telesat Partnership LP, Telesat CanHold Corporation, Telesat Can ULC, Loral Space & Communications Inc. and Loral Skynet Corporation.
Unaudited Interim Condensed Consolidating Statements of Income (Loss)
For the three months ended June 30, 2025
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||||||
|
Revenue |
$ |
— |
|
$ |
— |
|
$ |
— |
$ |
83,094 |
|
$ |
50,713 |
|
$ |
546 |
|
$ |
(28,247 |
) |
$ |
106,106 |
|
||||||||
|
Operating |
|
(480 |
) |
|
(242 |
) |
|
— |
|
(51,208 |
) |
|
(10,660 |
) |
|
(16,213 |
) |
|
28,247 |
|
|
(50,556 |
) |
||||||||
|
Depreciation |
|
— |
|
|
— |
|
|
— |
|
(3,210 |
) |
|
(20,598 |
) |
|
(918 |
) |
|
(1,188 |
) |
|
(25,914 |
) |
||||||||
|
Amortization |
|
— |
|
|
— |
|
|
— |
|
(62 |
) |
|
(9,655 |
) |
|
(83 |
) |
|
(1,839 |
) |
|
(11,639 |
) |
||||||||
|
Other operating gains (losses), |
|
— |
|
|
— |
|
|
— |
|
(8 |
) |
|
(50 |
) |
|
889 |
|
|
(962 |
) |
|
(131 |
) |
||||||||
|
Operating income (loss) |
|
(480 |
) |
|
(242 |
) |
|
— |
|
28,606 |
|
|
9,750 |
|
|
(15,779 |
) |
|
(3,989 |
) |
|
17,866 |
|
||||||||
|
Income (loss) from equity investments |
|
118,574 |
|
|
118,405 |
|
|
— |
|
(66,722 |
) |
|
961 |
|
|
— |
|
|
(171,218 |
) |
|
— |
|
||||||||
|
Interest expense |
|
(26 |
) |
|
(43 |
) |
|
— |
|
(50,355 |
) |
|
(4,641 |
) |
|
(244 |
) |
|
1,678 |
|
|
(53,631 |
) |
||||||||
|
Gain on repurchase of debt |
|
— |
|
|
— |
|
|
— |
|
6,896 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,896 |
|
||||||||
|
Interest and other income |
|
39 |
|
|
61 |
|
|
— |
|
41,539 |
|
|
780 |
|
|
4,490 |
|
|
(40,075 |
) |
|
6,834 |
|
||||||||
|
Gain (loss) on change in fair value of financial instruments |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(13,248 |
) |
|
— |
|
|
(13,248 |
) |
||||||||
|
Gain (loss) on foreign exchange |
|
(192 |
) |
|
(89 |
) |
|
— |
|
162,748 |
|
|
84 |
|
|
(47,941 |
) |
|
— |
|
|
114,610 |
|
||||||||
|
Income (loss) before income taxes |
|
117,915 |
|
|
118,092 |
|
|
— |
|
122,712 |
|
|
6,934 |
|
|
(72,722 |
) |
|
(213,604 |
) |
|
79,327 |
|
||||||||
|
Tax (expense) recovery |
|
— |
|
|
482 |
|
|
— |
|
(4,307 |
) |
|
123 |
|
|
(96 |
) |
|
— |
|
|
(3,798 |
) |
||||||||
|
Net income (loss) |
$ |
117,915 |
|
$ |
118,574 |
|
$ |
— |
$ |
118,405 |
|
$ |
7,057 |
|
$ |
(72,818 |
) |
$ |
(213,604 |
) |
$ |
75,529 |
|
||||||||
50
Unaudited Interim Condensed Consolidating Statements of Comprehensive Income (Loss)
For the three months ended June 30, 2025
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||||||
|
Net income (loss) |
$ |
117,915 |
|
$ |
118,574 |
|
$ |
— |
$ |
118,405 |
|
$ |
7,057 |
|
$ |
(72,818 |
) |
$ |
(213,604 |
) |
$ |
75,529 |
|
||||||||
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Items that may be reclassified into profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Foreign currency translation adjustments |
|
663 |
|
|
(432 |
) |
|
— |
|
(14,912 |
) |
|
1,538 |
|
|
(118,410 |
) |
|
(109,491 |
) |
|
(241,044 |
) |
||||||||
|
Other comprehensive income (loss) from equity investments |
|
(132,216 |
) |
|
(131,784 |
) |
|
— |
|
(116,872 |
) |
|
(33,994 |
) |
|
— |
|
|
414,866 |
|
|
— |
|
||||||||
|
Other comprehensive income (loss) |
|
(131,553 |
) |
|
(132,216 |
) |
|
— |
|
(131,784 |
) |
|
(32,456 |
) |
|
(118,410 |
) |
|
305,375 |
|
|
(241,044 |
) |
||||||||
|
Total comprehensive income (loss) |
$ |
(13,638 |
) |
$ |
(13,642 |
) |
$ |
— |
$ |
(13,379 |
) |
$ |
(25,399 |
) |
$ |
(191,228 |
) |
$ |
91,771 |
|
$ |
(165,515 |
) |
||||||||
51
Unaudited Interim Condensed Consolidating Statements of Income (Loss)
For the six months ended June 30, 2025
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||||||
|
Revenue |
$ |
— |
|
$ |
— |
|
$ |
— |
$ |
175,225 |
|
$ |
123,879 |
|
$ |
2,280 |
|
$ |
(78,529 |
) |
$ |
222,855 |
|
||||||||
|
Operating |
|
(1,922 |
) |
|
(469 |
) |
|
— |
|
(125,113 |
) |
|
(20,250 |
) |
|
(34,373 |
) |
|
78,529 |
|
|
(103,598 |
) |
||||||||
|
Depreciation |
|
— |
|
|
— |
|
|
— |
|
(6,474 |
) |
|
(42,346 |
) |
|
(1,576 |
) |
|
(1,427 |
) |
|
(51,823 |
) |
||||||||
|
Amortization |
|
— |
|
|
— |
|
|
— |
|
(122 |
) |
|
(18,589 |
) |
|
(168 |
) |
|
(3,659 |
) |
|
(22,538 |
) |
||||||||
|
Other operating gains (losses), |
|
— |
|
|
— |
|
|
— |
|
3,942 |
|
|
(50 |
) |
|
889 |
|
|
(962 |
) |
|
3,819 |
|
||||||||
|
Operating income (loss) |
|
(1,922 |
) |
|
(469 |
) |
|
— |
|
47,458 |
|
|
42,644 |
|
|
(32,948 |
) |
|
(6,048 |
) |
|
48,715 |
|
||||||||
|
Income (loss) from equity investments |
|
70,566 |
|
|
71,205 |
|
|
— |
|
(82,558 |
) |
|
1,175 |
|
|
— |
|
|
(60,388 |
) |
|
— |
|
||||||||
|
Interest expense |
|
(54 |
) |
|
(87 |
) |
|
— |
|
(103,727 |
) |
|
(8,735 |
) |
|
(340 |
) |
|
2,648 |
|
|
(110,295 |
) |
||||||||
|
Gain on repurchase of debt |
|
— |
|
|
— |
|
|
— |
|
6,896 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,896 |
|
||||||||
|
Interest and other income (expense) |
|
50 |
|
|
109 |
|
|
— |
|
43,855 |
|
|
1,362 |
|
|
8,637 |
|
|
(40,971 |
) |
|
13,042 |
|
||||||||
|
Gain (loss) on change in fair value of financial instruments |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(46,660 |
) |
|
— |
|
|
(46,660 |
) |
||||||||
|
Gain (loss) on foreign |
|
(197 |
) |
|
(88 |
) |
|
— |
|
162,524 |
|
|
280 |
|
|
(45,429 |
) |
|
— |
|
|
117,090 |
|
||||||||
|
Income (loss) before income taxes |
|
68,443 |
|
|
70,670 |
|
|
— |
|
74,448 |
|
|
36,726 |
|
|
(116,740 |
) |
|
(104,759 |
) |
|
28,788 |
|
||||||||
|
Tax (expense) recovery |
|
— |
|
|
(104 |
) |
|
— |
|
(3,243 |
) |
|
(1,249 |
) |
|
(120 |
) |
|
— |
|
|
(4,716 |
) |
||||||||
|
Net income (loss) |
$ |
68,443 |
|
$ |
70,566 |
|
$ |
— |
$ |
71,205 |
|
$ |
35,477 |
|
$ |
(116,860 |
) |
$ |
(104,759 |
) |
$ |
24,072 |
|
||||||||
52
Unaudited Interim Condensed Consolidating Statements of Comprehensive Income (Loss)
For the six months ended June 30, 2025
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||||||
|
Net income (loss) |
$ |
68,443 |
|
$ |
70,566 |
|
$ |
— |
$ |
71,205 |
|
$ |
35,477 |
|
$ |
(116,860 |
) |
$ |
(104,759 |
) |
$ |
24,072 |
|
||||||||
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Items that may be reclassified into profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Foreign currency translation adjustments |
|
664 |
|
|
(433 |
) |
|
— |
|
(14,829 |
) |
|
2,502 |
|
|
(118,126 |
) |
|
(109,070 |
) |
|
(239,292 |
) |
||||||||
|
Other comprehensive income (loss) from equity investments |
|
(130,886 |
) |
|
(130,453 |
) |
|
— |
|
(115,624 |
) |
|
(33,856 |
) |
|
— |
|
|
410,819 |
|
|
— |
|
||||||||
|
Other comprehensive income (loss) |
|
(130,222 |
) |
|
(130,886 |
) |
|
— |
|
(130,453 |
) |
|
(31,354 |
) |
|
(118,126 |
) |
|
301,749 |
|
|
(239,292 |
) |
||||||||
|
Total comprehensive income (loss) |
$ |
(61,779 |
) |
$ |
(60,320 |
) |
$ |
— |
$ |
(59,248 |
) |
$ |
4,123 |
|
$ |
(234,986 |
) |
$ |
196,990 |
|
$ |
(215,220 |
) |
||||||||
53
Unaudited Interim Condensed Consolidating Statements of Income (Loss)
For the three months ended June 30, 2024
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||||||
|
Revenue |
$ |
— |
|
$ |
— |
|
$ |
— |
$ |
114,701 |
|
$ |
76,205 |
|
$ |
9,247 |
|
$ |
(47,720 |
) |
$ |
152,433 |
|
||||||||
|
Operating |
|
123 |
|
|
(312 |
) |
|
— |
|
(69,458 |
) |
|
(16,462 |
) |
|
(17,894 |
) |
|
47,720 |
|
|
(56,283 |
) |
||||||||
|
Depreciation |
|
— |
|
|
— |
|
|
— |
|
(2,856 |
) |
|
(22,558 |
) |
|
(451 |
) |
|
(5,779 |
) |
|
(31,644 |
) |
||||||||
|
Amortization |
|
— |
|
|
— |
|
|
— |
|
(61 |
) |
|
(646 |
) |
|
(82 |
) |
|
(2,019 |
) |
|
(2,808 |
) |
||||||||
|
Other operating gains (losses), |
|
— |
|
|
— |
|
|
— |
|
(33 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(33 |
) |
||||||||
|
Operating income (loss) |
|
123 |
|
|
(312 |
) |
|
— |
|
42,293 |
|
|
36,539 |
|
|
(9,180 |
) |
|
(7,798 |
) |
|
61,665 |
|
||||||||
|
Income (loss) from equity investments |
|
211,074 |
|
|
211,512 |
|
|
— |
|
37,909 |
|
|
538 |
|
|
— |
|
|
(461,033 |
) |
|
— |
|
||||||||
|
Interest expense |
|
(27 |
) |
|
(107 |
) |
|
— |
|
(59,350 |
) |
|
(3,246 |
) |
|
(1 |
) |
|
789 |
|
|
(61,942 |
) |
||||||||
|
Gain on repurchase of debt |
|
— |
|
|
— |
|
|
— |
|
172,322 |
|
|
— |
|
|
— |
|
|
— |
|
|
172,322 |
|
||||||||
|
Interest and other income (expense) |
|
10 |
|
|
45 |
|
|
— |
|
76,608 |
|
|
2,194 |
|
|
16,298 |
|
|
(74,918 |
) |
|
20,237 |
|
||||||||
|
Gain (loss) on foreign |
|
6 |
|
|
12 |
|
|
— |
|
(33,108 |
) |
|
(127 |
) |
|
(1,260 |
) |
|
— |
|
|
(34,477 |
) |
||||||||
|
Income (loss) before income taxes |
|
211,186 |
|
|
211,150 |
|
|
— |
|
236,674 |
|
|
35,898 |
|
|
5,857 |
|
|
(542,960 |
) |
|
157,805 |
|
||||||||
|
Tax (expense) recovery |
|
— |
|
|
(76 |
) |
|
— |
|
(25,162 |
) |
|
(1,654 |
) |
|
(1,654 |
) |
|
— |
|
|
(28,546 |
) |
||||||||
|
Net income (loss) |
$ |
211,186 |
|
$ |
211,074 |
|
$ |
— |
$ |
211,512 |
|
$ |
34,244 |
|
$ |
4,203 |
|
$ |
(542,960 |
) |
$ |
129,259 |
|
||||||||
54
Unaudited Interim Condensed Consolidating Statements of Comprehensive Income (Loss)
For the three months ended June 30, 2024
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||
|
Net income (loss) |
$ |
211,186 |
|
$ |
211,074 |
$ |
— |
$ |
211,512 |
$ |
34,244 |
|
$ |
4,203 |
$ |
(542,960 |
) |
$ |
129,259 |
||||||||
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Items that may be reclassified into profit or loss |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Foreign currency translation adjustments |
|
(82 |
) |
|
58 |
|
— |
|
1,651 |
|
1,698 |
|
|
21,576 |
|
20,425 |
|
|
45,326 |
||||||||
|
Other comprehensive income (loss) from equity investments |
|
24,983 |
|
|
24,925 |
|
— |
|
23,274 |
|
(6,044 |
) |
|
— |
|
(67,138 |
) |
|
— |
||||||||
|
Other comprehensive income (loss) |
|
24,901 |
|
|
24,983 |
|
— |
|
24,925 |
|
(4,346 |
) |
|
21,576 |
|
(46,713 |
) |
|
45,326 |
||||||||
|
Total comprehensive income (loss) |
$ |
236,087 |
|
$ |
236,057 |
$ |
— |
$ |
236,437 |
$ |
29,898 |
|
$ |
25,779 |
$ |
(589,673 |
) |
$ |
174,585 |
||||||||
55
Unaudited Interim Condensed Consolidating Statements of Income (Loss)
For the six months ended June 30, 2024
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||||||
|
Revenue |
$ |
— |
|
$ |
— |
|
$ |
— |
$ |
232,404 |
|
$ |
157,192 |
|
$ |
14,002 |
|
$ |
(98,990 |
) |
$ |
304,608 |
|
||||||||
|
Operating |
|
(527 |
) |
|
(601 |
) |
|
— |
|
(139,289 |
) |
|
(28,572 |
) |
|
(33,396 |
) |
|
98,990 |
|
|
(103,395 |
) |
||||||||
|
Depreciation |
|
— |
|
|
— |
|
|
— |
|
(6,219 |
) |
|
(54,283 |
) |
|
(1,291 |
) |
|
(6,246 |
) |
|
(68,039 |
) |
||||||||
|
Amortization |
|
— |
|
|
— |
|
|
— |
|
(121 |
) |
|
(1,306 |
) |
|
(163 |
) |
|
(4,041 |
) |
|
(5,631 |
) |
||||||||
|
Other operating gains (losses), |
|
— |
|
|
— |
|
|
— |
|
(18 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(18 |
) |
||||||||
|
Operating income (loss) |
|
(527 |
) |
|
(601 |
) |
|
— |
|
86,757 |
|
|
73,031 |
|
|
(20,848 |
) |
|
(10,287 |
) |
|
127,525 |
|
||||||||
|
Income (loss) from equity investments |
|
161,820 |
|
|
163,873 |
|
|
— |
|
73,062 |
|
|
885 |
|
|
— |
|
|
(399,640 |
) |
|
— |
|
||||||||
|
Interest expense |
|
(54 |
) |
|
(211 |
) |
|
— |
|
(121,066 |
) |
|
(6,515 |
) |
|
(2 |
) |
|
1,476 |
|
|
(126,372 |
) |
||||||||
|
Gain on repurchase of debt |
|
— |
|
|
— |
|
|
— |
|
172,322 |
|
|
— |
|
|
— |
|
|
— |
|
|
172,322 |
|
||||||||
|
Interest and other income (expense) |
|
18 |
|
|
87 |
|
|
— |
|
79,883 |
|
|
4,131 |
|
|
32,770 |
|
|
(75,524 |
) |
|
41,365 |
|
||||||||
|
Gain (loss) on foreign |
|
— |
|
|
39 |
|
|
— |
|
(100,046 |
) |
|
(187 |
) |
|
(2,696 |
) |
|
— |
|
|
(102,890 |
) |
||||||||
|
Income (loss) before income taxes |
|
161,257 |
|
|
163,187 |
|
|
— |
|
190,912 |
|
|
71,345 |
|
|
9,224 |
|
|
(483,975 |
) |
|
111,950 |
|
||||||||
|
Tax (expense) recovery |
|
— |
|
|
(1,367 |
) |
|
— |
|
(27,039 |
) |
|
(3,062 |
) |
|
(3,560 |
) |
|
— |
|
|
(35,028 |
) |
||||||||
|
Net income (loss) |
$ |
161,257 |
|
$ |
161,820 |
|
$ |
— |
$ |
163,873 |
|
$ |
68,283 |
|
$ |
5,664 |
|
$ |
(483,975 |
) |
$ |
76,922 |
|
||||||||
56
Unaudited Interim Condensed Consolidating Statements of Comprehensive Income (Loss)
For the six months ended June 30, 2024
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||
|
Net income (loss) |
$ |
161,257 |
|
$ |
161,820 |
$ |
— |
$ |
163,873 |
$ |
68,283 |
|
$ |
5,664 |
$ |
(483,975 |
) |
$ |
76,922 |
||||||||
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Items that may be reclassified into profit or loss |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Foreign currency translation adjustments |
|
(230 |
) |
|
215 |
|
— |
|
5,259 |
|
5,653 |
|
|
85,847 |
|
44,337 |
|
|
141,081 |
||||||||
|
Other comprehensive income (loss) from equity investments |
|
96,974 |
|
|
96,759 |
|
— |
|
91,500 |
|
(38,702 |
) |
|
— |
|
(246,531 |
) |
|
— |
||||||||
|
Other comprehensive income (loss) |
|
96,744 |
|
|
96,974 |
|
— |
|
96,759 |
|
(33,049 |
) |
|
85,847 |
|
(202,194 |
) |
|
141,081 |
||||||||
|
Total comprehensive income (loss) |
$ |
258,001 |
|
$ |
258,794 |
$ |
— |
$ |
260,632 |
$ |
35,234 |
|
$ |
91,511 |
$ |
(686,169 |
) |
$ |
218,003 |
||||||||
57
Unaudited Interim Condensed Consolidating Balance Sheets
As at June 30, 2025
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||
|
Assets |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cash and cash equivalent |
$ |
6,614 |
$ |
5,355 |
$ |
— |
$ |
178,989 |
$ |
36,431 |
$ |
319,997 |
$ |
— |
|
$ |
547,386 |
||||||||
|
Trade and other receivables |
|
1,128 |
|
— |
|
— |
|
22,612 |
|
7,275 |
|
19,839 |
|
— |
|
|
50,854 |
||||||||
|
Other current financial assets |
|
— |
|
55 |
|
— |
|
1,097 |
|
190 |
|
5 |
|
(936 |
) |
|
411 |
||||||||
|
Intercompany receivables |
|
9,292 |
|
1 |
|
— |
|
226,378 |
|
32,339 |
|
120 |
|
(268,130 |
) |
|
— |
||||||||
|
Current income tax recoverable |
|
— |
|
3,585 |
|
— |
|
14,915 |
|
1,320 |
|
731 |
|
(35 |
) |
|
20,516 |
||||||||
|
Prepaid expenses and other current assets |
|
379 |
|
— |
|
— |
|
5,649 |
|
3,136 |
|
245,690 |
|
(1,670 |
) |
|
253,184 |
||||||||
|
Total current assets |
|
17,413 |
|
8,996 |
|
— |
|
449,640 |
|
80,691 |
|
586,382 |
|
(270,771 |
) |
|
872,351 |
||||||||
|
Satellites, property and other equipment |
|
— |
|
— |
|
— |
|
76,614 |
|
406,384 |
|
1,997,454 |
|
5,451 |
|
|
2,485,903 |
||||||||
|
Deferred tax assets |
|
— |
|
— |
|
— |
|
— |
|
12,602 |
|
— |
|
(9,251 |
) |
|
3,351 |
||||||||
|
Other long-term financial assets |
|
— |
|
12,243 |
|
— |
|
39,779 |
|
4,482 |
|
87 |
|
(41,670 |
) |
|
14,921 |
||||||||
|
Long-term income tax recoverable |
|
— |
|
— |
|
— |
|
6,993 |
|
— |
|
— |
|
— |
|
|
6,993 |
||||||||
|
Other long-term |
|
— |
|
— |
|
— |
|
99,845 |
|
— |
|
300,815 |
|
— |
|
|
400,660 |
||||||||
|
Intangible assets |
|
— |
|
— |
|
— |
|
1,192 |
|
344,937 |
|
178,428 |
|
(54,346 |
) |
|
470,211 |
||||||||
|
Investment in |
|
277,670 |
|
348,071 |
|
— |
|
2,437,711 |
|
145,294 |
|
— |
|
(3,208,746 |
) |
|
— |
||||||||
|
Goodwill |
|
— |
|
— |
|
— |
|
549,162 |
|
— |
|
— |
|
1,950,730 |
|
|
2,499,892 |
||||||||
|
Total assets |
$ |
295,083 |
$ |
369,310 |
$ |
— |
$ |
3,660,936 |
$ |
994,390 |
$ |
3,063,166 |
$ |
(1,628,603 |
) |
$ |
6,754,282 |
||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Liabilities |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Trade and other payables |
$ |
29 |
$ |
54 |
$ |
— |
$ |
18,172 |
$ |
5,515 |
$ |
66,220 |
$ |
— |
|
$ |
89,990 |
||||||||
|
Other current financial liabilities |
|
55 |
|
— |
|
— |
|
21,359 |
|
3,855 |
|
— |
|
(936 |
) |
|
24,333 |
||||||||
|
Intercompany |
|
2,668 |
|
155 |
|
— |
|
38,368 |
|
224,199 |
|
2,740 |
|
(268,130 |
) |
|
— |
||||||||
|
Income taxes |
|
— |
|
— |
|
— |
|
— |
|
537 |
|
591 |
|
(35 |
) |
|
1,093 |
||||||||
|
Other current |
|
— |
|
— |
|
— |
|
35,943 |
|
21,491 |
|
496 |
|
(1,670 |
) |
|
56,260 |
||||||||
|
Total current |
|
2,752 |
|
209 |
|
— |
|
113,842 |
|
255,597 |
|
70,047 |
|
(270,771 |
) |
|
171,676 |
||||||||
|
Long-term |
|
— |
|
— |
|
— |
|
2,918,847 |
|
— |
|
267,923 |
|
— |
|
|
3,186,770 |
||||||||
|
Deferred tax |
|
— |
|
— |
|
— |
|
145,557 |
|
— |
|
26,245 |
|
(6,699 |
) |
|
165,103 |
||||||||
|
Other long-term financial liabilities |
|
12,243 |
|
197 |
|
— |
|
18 |
|
40,544 |
|
663,844 |
|
(41,670 |
) |
|
675,176 |
||||||||
|
Other long-term liabilities |
|
— |
|
2,889 |
|
— |
|
116,591 |
|
146,474 |
|
10,406 |
|
— |
|
|
276,360 |
||||||||
|
Total liabilities |
|
14,995 |
|
3,295 |
|
— |
|
3,294,855 |
|
442,615 |
|
1,038,465 |
|
(319,140 |
) |
|
4,475,085 |
||||||||
|
Shareholders’ |
|
280,088 |
|
366,015 |
|
— |
|
366,081 |
|
551,775 |
|
2,024,701 |
|
(1,309,463 |
) |
|
2,279,197 |
||||||||
|
Total liabilities and shareholders’ equity |
$ |
295,083 |
$ |
369,310 |
$ |
— |
$ |
3,660,936 |
$ |
994,390 |
$ |
3,063,166 |
$ |
(1,628,603 |
) |
$ |
6,754,282 |
||||||||
58
Unaudited Interim Condensed Consolidating Balance Sheets
As at December 31, 2024
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||
|
Assets |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cash and cash equivalents |
$ |
895 |
$ |
4,998 |
$ |
— |
$ |
150,425 |
$ |
59,066 |
$ |
336,680 |
$ |
— |
|
$ |
552,064 |
||||||||
|
Trade and other receivables |
|
1,128 |
|
— |
|
— |
|
34,557 |
|
16,769 |
|
106,476 |
|
— |
|
|
158,930 |
||||||||
|
Other current financial assets |
|
— |
|
4 |
|
— |
|
228 |
|
333 |
|
6 |
|
(6 |
) |
|
565 |
||||||||
|
Intercompany receivables |
|
2,017 |
|
— |
|
— |
|
237,804 |
|
12,885 |
|
284 |
|
(252,990 |
) |
|
— |
||||||||
|
Current income tax recoverable |
|
— |
|
1,817 |
|
— |
|
26,602 |
|
823 |
|
526 |
|
(515 |
) |
|
29,253 |
||||||||
|
Prepaid expenses and other current assets |
|
— |
|
— |
|
— |
|
4,735 |
|
6,716 |
|
273,836 |
|
(4,827 |
) |
|
280,460 |
||||||||
|
Total current assets |
|
4,040 |
|
6,819 |
|
— |
|
454,351 |
|
96,592 |
|
717,808 |
|
(258,338 |
) |
|
1,021,272 |
||||||||
|
Satellites, property and other equipment |
|
— |
|
— |
|
— |
|
81,255 |
|
467,204 |
|
1,721,521 |
|
7,163 |
|
|
2,277,143 |
||||||||
|
Deferred tax assets |
|
— |
|
— |
|
— |
|
— |
|
12,837 |
|
— |
|
(9,778 |
) |
|
3,059 |
||||||||
|
Other long-term financial assets |
|
— |
|
8,464 |
|
— |
|
48,301 |
|
4,537 |
|
81 |
|
(51,616 |
) |
|
9,767 |
||||||||
|
Long-term income tax recoverable |
|
— |
|
— |
|
— |
|
6,993 |
|
— |
|
— |
|
— |
|
|
6,993 |
||||||||
|
Other long-term |
|
— |
|
— |
|
— |
|
99,987 |
|
— |
|
416,520 |
|
— |
|
|
516,507 |
||||||||
|
Intangible assets |
|
— |
|
— |
|
— |
|
362 |
|
363,320 |
|
188,774 |
|
(54,990 |
) |
|
497,466 |
||||||||
|
Investment in |
|
388,133 |
|
471,533 |
|
— |
|
2,719,014 |
|
53,309 |
|
— |
|
(3,631,989 |
) |
|
— |
||||||||
|
Goodwill |
|
— |
|
— |
|
— |
|
549,162 |
|
— |
|
— |
|
2,063,810 |
|
|
2,612,972 |
||||||||
|
Total assets |
$ |
392,173 |
$ |
486,816 |
$ |
— |
$ |
3,959,425 |
$ |
997,799 |
$ |
3,044,704 |
$ |
(1,935,738 |
) |
$ |
6,945,179 |
||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Liabilities |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Trade and other payables |
$ |
39 |
$ |
5 |
$ |
— |
$ |
21,409 |
$ |
7,132 |
$ |
129,691 |
$ |
— |
|
$ |
158,276 |
||||||||
|
Other current financial liabilities |
|
4 |
|
— |
|
— |
|
23,461 |
|
3,024 |
|
— |
|
(6 |
) |
|
26,483 |
||||||||
|
Intercompany |
|
312 |
|
367 |
|
— |
|
10,259 |
|
236,319 |
|
5,733 |
|
(252,990 |
) |
|
— |
||||||||
|
Income taxes payable |
|
— |
|
5,851 |
|
— |
|
— |
|
— |
|
577 |
|
(515 |
) |
|
5,913 |
||||||||
|
Other current |
|
— |
|
— |
|
— |
|
38,734 |
|
31,234 |
|
766 |
|
(4,828 |
) |
|
65,906 |
||||||||
|
Total current |
|
355 |
|
6,223 |
|
— |
|
93,863 |
|
277,709 |
|
136,767 |
|
(258,339 |
) |
|
256,578 |
||||||||
|
Long-term |
|
— |
|
— |
|
— |
|
3,096,615 |
|
— |
|
— |
|
— |
|
|
3,096,615 |
||||||||
|
Deferred tax |
|
— |
|
— |
|
— |
|
156,000 |
|
— |
|
27,742 |
|
(8,198 |
) |
|
175,544 |
||||||||
|
Other long-term financial liabilities |
|
8,464 |
|
209 |
|
— |
|
19 |
|
56,345 |
|
617,135 |
|
(51,616 |
) |
|
630,556 |
||||||||
|
Other long-term liabilities |
|
— |
|
3,217 |
|
— |
|
123,382 |
|
160,800 |
|
1,782 |
|
— |
|
|
289,181 |
||||||||
|
Total liabilities |
|
8,819 |
|
9,649 |
|
— |
|
3,469,879 |
|
494,854 |
|
783,426 |
|
(318,153 |
) |
|
4,448,474 |
||||||||
|
Total shareholders’ equity |
|
383,354 |
|
477,167 |
|
— |
|
489,546 |
|
502,945 |
|
2,261,278 |
|
(1,617,585 |
) |
|
2,496,705 |
||||||||
|
Total liabilities and shareholders’ equity |
$ |
392,173 |
$ |
486,816 |
$ |
— |
$ |
3,959,425 |
$ |
997,799 |
$ |
3,044,704 |
$ |
(1,935,738 |
) |
$ |
6,945,179 |
||||||||
59
Unaudited Interim Condensed Consolidating Statements of Cash Flows
For the six months ended June 30, 2025
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||||||
|
Cash flows from (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Net income (loss) |
$ |
68,443 |
|
$ |
70,566 |
|
$ |
— |
$ |
71,205 |
|
$ |
35,477 |
|
$ |
(116,860 |
) |
$ |
(104,759 |
) |
$ |
24,072 |
|
||||||||
|
Adjustment to reconcile net income (loss) to cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Depreciation |
|
— |
|
|
— |
|
|
— |
|
6,474 |
|
|
42,346 |
|
|
1,576 |
|
|
1,427 |
|
|
51,823 |
|
||||||||
|
Amortization |
|
— |
|
|
— |
|
|
— |
|
122 |
|
|
18,589 |
|
|
168 |
|
|
3,659 |
|
|
22,538 |
|
||||||||
|
Tax expense |
|
— |
|
|
104 |
|
|
— |
|
3,243 |
|
|
1,249 |
|
|
120 |
|
|
— |
|
|
4,716 |
|
||||||||
|
Interest expense |
|
54 |
|
|
87 |
|
|
— |
|
103,727 |
|
|
8,735 |
|
|
340 |
|
|
(2,648 |
) |
|
110,295 |
|
||||||||
|
Interest income |
|
(50 |
) |
|
(95 |
) |
|
— |
|
(5,593 |
) |
|
(1,498 |
) |
|
(8,707 |
) |
|
2,648 |
|
|
(13,295 |
) |
||||||||
|
(Gain) loss on foreign exchange |
|
197 |
|
|
88 |
|
|
— |
|
(162,524 |
) |
|
(280 |
) |
|
45,429 |
|
|
— |
|
|
(117,090 |
) |
||||||||
|
Gain (loss) on change in fair value of financial instruments |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
46,660 |
|
|
— |
|
|
46,660 |
|
||||||||
|
Share-based compensation |
|
447 |
|
|
— |
|
|
— |
|
4,769 |
|
|
586 |
|
|
(210 |
) |
|
— |
|
|
5,592 |
|
||||||||
|
(Income) loss from equity investments |
|
(70,566 |
) |
|
(71,205 |
) |
|
— |
|
82,558 |
|
|
(1,175 |
) |
|
— |
|
|
60,388 |
|
|
— |
|
||||||||
|
(Gain) loss on disposal of assets |
|
— |
|
|
— |
|
|
— |
|
(3,942 |
) |
|
50 |
|
|
(889 |
) |
|
962 |
|
|
(3,819 |
) |
||||||||
|
Gain on repurchase of debt |
|
— |
|
|
— |
|
|
— |
|
(6,896 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(6,896 |
) |
||||||||
|
Deferred revenue amortization |
|
— |
|
|
— |
|
|
— |
|
(7,471 |
) |
|
(21,712 |
) |
|
— |
|
|
— |
|
|
(29,183 |
) |
||||||||
|
Pension expense |
|
— |
|
|
271 |
|
|
— |
|
1,485 |
|
|
— |
|
|
972 |
|
|
— |
|
|
2,728 |
|
||||||||
|
Other |
|
— |
|
|
— |
|
|
— |
|
428 |
|
|
1,959 |
|
|
— |
|
|
— |
|
|
2,387 |
|
||||||||
|
Income taxes paid, net of income taxes received |
|
— |
|
|
(7,585 |
) |
|
— |
|
(117 |
) |
|
(1,338 |
) |
|
(921 |
) |
|
— |
|
|
(9,961 |
) |
||||||||
|
Interest paid, net of interest received |
|
(3 |
) |
|
95 |
|
|
— |
|
(97,613 |
) |
|
(1,725 |
) |
|
8,088 |
|
|
— |
|
|
(91,158 |
) |
||||||||
|
Operating assets and liabilities |
|
7,330 |
|
|
3,276 |
|
|
— |
|
27,311 |
|
|
(21,475 |
) |
|
100,847 |
|
|
(8,442 |
) |
|
108,847 |
|
||||||||
|
Net cash from (used in) operating activities |
|
5,852 |
|
|
(4,398 |
) |
|
— |
|
17,166 |
|
|
59,788 |
|
|
76,613 |
|
|
(46,765 |
) |
|
108,256 |
|
||||||||
60
Unaudited Interim Condensed Consolidating Statements of Cash Flows
For the six months ended June 30, 2025 — (Continued)
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||||||
|
Cash flows (used in) generated from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cash payments related to satellite programs |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(347,267 |
) |
|
— |
|
|
(347,267 |
) |
||||||||
|
Cash payments related to property and other equipment |
|
— |
|
|
— |
|
|
— |
|
(1,929 |
) |
|
(76 |
) |
|
(67,940 |
) |
|
— |
|
|
(69,945 |
) |
||||||||
|
Net proceeds from disposal of assets |
|
— |
|
|
— |
|
|
— |
|
4,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,500 |
|
||||||||
|
Return of capital to shareholder |
|
— |
|
|
5,000 |
|
|
— |
|
40,566 |
|
|
— |
|
|
— |
|
|
(45,566 |
) |
|
— |
|
||||||||
|
Net cash (used in) generated from investing activities |
|
— |
|
|
5,000 |
|
|
— |
|
43,137 |
|
|
(76 |
) |
|
(415,207 |
) |
|
(45,566 |
) |
|
(412,712 |
) |
||||||||
|
Cash flows (used in) generated from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Proceeds from indebtedness |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
340,000 |
|
|
— |
|
|
340,000 |
|
||||||||
|
Repurchase of indebtedness |
|
— |
|
|
— |
|
|
— |
|
(4,501 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(4,501 |
) |
||||||||
|
Payments of principal on lease liabilities |
|
— |
|
|
— |
|
|
— |
|
(738 |
) |
|
(289 |
) |
|
(525 |
) |
|
— |
|
|
(1,552 |
) |
||||||||
|
Satellite performance incentive payments |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
(1,204 |
) |
|
— |
|
|
— |
|
|
(1,204 |
) |
||||||||
|
Tax withholdings on settlement on restricted and performance share units |
|
— |
|
|
— |
|
|
— |
|
(7,428 |
) |
|
(491 |
) |
|
(406 |
) |
|
— |
|
|
(8,325 |
) |
||||||||
|
Dividends paid |
|
— |
|
|
— |
|
|
— |
|
(8,381 |
) |
|
(38,384 |
) |
|
— |
|
|
46,765 |
|
|
— |
|
||||||||
|
Return of capital to shareholder |
|
— |
|
|
— |
|
|
— |
|
(5,000 |
) |
|
(40,566 |
) |
|
— |
|
|
45,566 |
|
|
— |
|
||||||||
|
Net cash (used in) generated from financing activities |
|
— |
|
|
— |
|
|
— |
|
(26,048 |
) |
|
(80,934 |
) |
|
339,069 |
|
|
92,331 |
|
|
324,418 |
|
||||||||
|
Effect of changes in exchange rate on cash and cash equivalent |
|
(133 |
) |
|
(245 |
) |
|
— |
|
(5,691 |
) |
|
(1,413 |
) |
|
(17,158 |
) |
|
— |
|
|
(24,640 |
) |
||||||||
|
Changes in cash and cash equivalents |
|
5,719 |
|
|
357 |
|
|
— |
|
28,564 |
|
|
(22,635 |
) |
|
(16,683 |
) |
|
— |
|
|
(4,678 |
) |
||||||||
|
Cash and cash equivalents, beginning of period |
|
895 |
|
|
4,998 |
|
|
— |
|
150,425 |
|
|
59,066 |
|
|
336,680 |
|
|
— |
|
|
552,064 |
|
||||||||
|
Cash and cash equivalents, end of period |
$ |
6,614 |
|
$ |
5,355 |
|
$ |
— |
$ |
178,989 |
|
$ |
36,431 |
|
$ |
319,997 |
|
$ |
— |
|
$ |
547,386 |
|
||||||||
61
Unaudited Interim Condensed Consolidating Statements of Cash Flows
For the six months ended June 30, 2024
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
|||||||||||||||||||||||
|
Cash flows from (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Net income (loss) |
$ |
161,257 |
|
$ |
161,820 |
|
$ |
— |
$ |
163,873 |
|
$ |
68,283 |
|
$ |
5,664 |
|
$ |
(483,975 |
) |
$ |
76,922 |
|
||||||||
|
Adjustment to reconcile net income (loss) to cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Depreciation |
|
— |
|
|
— |
|
|
— |
|
6,219 |
|
|
54,283 |
|
|
1,291 |
|
|
6,246 |
|
|
68,039 |
|
||||||||
|
Amortization |
|
— |
|
|
— |
|
|
— |
|
121 |
|
|
1,306 |
|
|
163 |
|
|
4,041 |
|
|
5,631 |
|
||||||||
|
Tax expense |
|
— |
|
|
1,367 |
|
|
— |
|
27,039 |
|
|
3,062 |
|
|
3,560 |
|
|
— |
|
|
35,028 |
|
||||||||
|
Interest expense |
|
54 |
|
|
211 |
|
|
— |
|
121,066 |
|
|
6,515 |
|
|
2 |
|
|
(1,476 |
) |
|
126,372 |
|
||||||||
|
Interest income |
|
(18 |
) |
|
(86 |
) |
|
— |
|
(4,980 |
) |
|
(4,249 |
) |
|
(32,603 |
) |
|
1,420 |
|
|
(40,516 |
) |
||||||||
|
(Gain) loss on foreign exchange |
|
— |
|
|
(39 |
) |
|
— |
|
100,046 |
|
|
187 |
|
|
2,696 |
|
|
— |
|
|
102,890 |
|
||||||||
|
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
9,831 |
|
|
1,622 |
|
|
(10 |
) |
|
— |
|
|
11,443 |
|
||||||||
|
(Income) loss from equity investments |
|
(161,820 |
) |
|
(163,873 |
) |
|
— |
|
(73,062 |
) |
|
(885 |
) |
|
— |
|
|
399,640 |
|
|
— |
|
||||||||
|
(Gain) loss on disposal of assets |
|
— |
|
|
— |
|
|
— |
|
18 |
|
|
— |
|
|
— |
|
|
— |
|
|
18 |
|
||||||||
|
Gain on repurchase of debt |
|
— |
|
|
— |
|
|
— |
|
(172,322 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(172,322 |
) |
||||||||
|
Deferred revenue amortization |
|
— |
|
|
— |
|
|
— |
|
(11,629 |
) |
|
(15,732 |
) |
|
— |
|
|
— |
|
|
(27,361 |
) |
||||||||
|
Pension expense |
|
— |
|
|
353 |
|
|
— |
|
2,468 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,821 |
|
||||||||
|
Other |
|
— |
|
|
— |
|
|
— |
|
(788 |
) |
|
3,799 |
|
|
— |
|
|
— |
|
|
3,011 |
|
||||||||
|
Income taxes paid, net of income taxes received |
|
— |
|
|
(80 |
) |
|
— |
|
(15,543 |
) |
|
(1,395 |
) |
|
(3,828 |
) |
|
— |
|
|
(20,846 |
) |
||||||||
|
Interest paid, net of interest received |
|
(36 |
) |
|
86 |
|
|
— |
|
(114,085 |
) |
|
3,800 |
|
|
34,715 |
|
|
— |
|
|
(75,520 |
) |
||||||||
|
Government grant received |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
1,085 |
|
|
— |
|
|
1,085 |
|
||||||||
|
Operating assets and liabilities |
|
1,389 |
|
|
(451 |
) |
|
— |
|
(165,118 |
) |
|
(3,005 |
) |
|
138,165 |
|
|
(190 |
) |
|
(29,210 |
) |
||||||||
|
Net cash from (used in) operating activities |
|
826 |
|
|
(692 |
) |
|
— |
|
(126,846 |
) |
|
117,591 |
|
|
150,900 |
|
|
(74,294 |
) |
|
67,485 |
|
||||||||
62
Unaudited Interim Condensed Consolidating Statements of Cash Flows
For the six months ended June 30, 2024 — (Continued)
|
(in thousands of $) |
Telesat |
Telesat |
Telesat |
Telesat |
Guarantor |
Non- |
Adjustments |
Consolidated |
||||||||||||||||||||||
|
Cash flows (used in) generated from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cash payments related to satellite programs |
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(188,250 |
) |
|
— |
|
|
(188,250 |
) |
||||||||
|
Cash payments related to property and other equipment |
|
— |
|
— |
|
|
— |
|
(1,842 |
) |
|
(242 |
) |
|
(29,641 |
) |
|
— |
|
|
(31,725 |
) |
||||||||
|
Purchase of intangible assets |
|
— |
|
— |
|
|
— |
|
— |
|
|
(52 |
) |
|
— |
|
|
— |
|
|
(52 |
) |
||||||||
|
Government grant received |
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
109 |
|
|
— |
|
|
109 |
|
||||||||
|
Return of capital to shareholder |
|
— |
|
— |
|
|
— |
|
77,990 |
|
|
— |
|
|
— |
|
|
(77,990 |
) |
|
— |
|
||||||||
|
Net cash (used in) generated from investing activities |
|
— |
|
— |
|
|
— |
|
76,148 |
|
|
(294 |
) |
|
(217,782 |
) |
|
(77,990 |
) |
|
(219.918 |
) |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Cash flows (used in) generated from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Repurchase of indebtedness |
|
— |
|
— |
|
|
— |
|
(128,498 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(128,498 |
) |
||||||||
|
Payments of principal on lease liabilities |
|
— |
|
— |
|
|
— |
|
(768 |
) |
|
(323 |
) |
|
(176 |
) |
|
— |
|
|
(1,267 |
) |
||||||||
|
Satellite performance incentive payments |
|
— |
|
— |
|
|
— |
|
(1,136 |
) |
|
(694 |
) |
|
— |
|
|
— |
|
|
(1,830 |
) |
||||||||
|
Tax withholdings on settlement on restricted and performance share units |
|
— |
|
— |
|
|
— |
|
(5,016 |
) |
|
(349 |
) |
|
(31 |
) |
|
— |
|
|
(5,396 |
) |
||||||||
|
Dividends paid |
|
— |
|
— |
|
|
— |
|
— |
|
|
(74,294 |
) |
|
— |
|
|
74,294 |
|
|
— |
|
||||||||
|
Return of capital to shareholder |
|
— |
|
— |
|
|
— |
|
— |
|
|
(77,990 |
) |
|
— |
|
|
77,990 |
|
|
— |
|
||||||||
|
Net cash (used in) generated from financing activities |
|
— |
|
— |
|
|
— |
|
(135,418 |
) |
|
(153,650 |
) |
|
(207 |
) |
|
152,284 |
|
|
(136,991 |
) |
||||||||
|
Effect of changes in exchange rate on cash and cash equivalent |
|
23 |
|
254 |
|
|
— |
|
5,645 |
|
|
2,101 |
|
|
39,550 |
|
|
— |
|
|
47,573 |
|
||||||||
|
Changes in cash and cash equivalents |
|
849 |
|
(438 |
) |
|
— |
|
(180,471 |
) |
|
(34,252 |
) |
|
(27,539 |
) |
|
— |
|
|
(241,851 |
) |
||||||||
|
Cash and cash equivalents, beginning of period |
|
708 |
|
7,800 |
|
|
— |
|
280,859 |
|
|
140,561 |
|
|
1,239,161 |
|
|
— |
|
|
1,669,089 |
|
||||||||
|
Cash and cash equivalents, end of period |
$ |
1,557 |
$ |
7,362 |
|
$ |
— |
$ |
100,388 |
|
$ |
106,309 |
|
$ |
1,211,622 |
|
$ |
— |
|
$ |
1,427,238 |
|
||||||||
63
CURRENT SHARE INFORMATION
The number of shares and stated value of the outstanding Class A common shares and Class B variable voting shares (“Telesat Public shares”), and Class C fully voting shares and Class C limited voting shares (together, the “Class C shares”) as at June 30, 2025, were as follows:
|
Number of |
Stated |
||||
|
Telesat Public shares |
14,682,322 |
$ |
62,086 |
||
|
Class C shares |
112,841 |
|
6,340 |
||
|
14,795,163 |
$ |
68,426 |
|||
The breakdown of the number of shares of Telesat Public Shares, as at June 30, 2025, was as follows:
|
Telesat Public shares |
||
|
Class A Common shares |
3,607,757 |
|
|
Class B Variable Voting shares |
11,074,565 |
|
|
Total Telesat Public shares |
14,682,322 |
The split between the Class A Common shares and Class B Variable Voting shares in the table above is based on information available to the Company as at June 30, 2025.
In addition, we have one Class A Special Voting Share, one Class B Special Voting Share, one Class C Special Voting Share and one Golden Share outstanding, each with a nominal stated value as at June 30, 2025.
The number of outstanding stock options, restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs”) issued under our Omnibus Plan and Historic Plan as at June 30, 2025 were as follows:
|
Historic |
Omnibus |
|||
|
Stock Options |
52,628 |
734,610 |
||
|
RSUs with time criteria |
— |
731,494 |
||
|
RSUs with time and performance criteria |
124,080 |
— |
||
|
PSUs with time and performance criteria |
— |
541,315 |
||
|
DSUs |
— |
212,883 |
||
|
176,708 |
2,220,302 |
Each of the foregoing securities can be settled or exercised, as applicable, for Telesat Public Shares.
During the six months ended June 30, 2025, 443,485 RSUs were settled for 223,671 Telesat Public Shares, on a net settlement basis.
During the six months ended June 30, 2025, 187,349 PSUs were settled for an 103,678 Telesat Public Shares, on a net settlement basis.
During the six months ended June 30, 2025, 252,079 Telesat Public Shares were issued in exchange for an equal number of Limited Partnership units (“LP Units”) in Telesat Partnership LP (the “Partnership”).
During the six months ended June 30, 2025, 22,884 stock options were exercised in exchange for an equal number of Telesat Public Shares.
The number and stated value of the outstanding limited partnership units issued by the Partnership as at June 30, 2025, were as follows:
|
Number of |
Stated |
||||
|
Class A and Class B LP Units |
18,069,713 |
$ |
49,451 |
||
|
Class C LP Units |
18,098,362 |
|
38,893 |
||
|
36,168,075 |
$ |
88,344 |
|||
On consolidation into Telesat Corporation, the stated value of the LP Units is included in non-controlling interest.
64
CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES
The preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements, and the amounts of revenue and expenses reported for the year. Actual results could differ from these estimates under different assumptions and conditions. For more details on these estimates, refer to Note 4 of our audited consolidated financial statements for the year ended December 31, 2024.
Orbital Slot Intangible Assets
Prior to January 1, 2025, our accounting estimates concerning the appropriate useful economic lives of GEO orbital slots have been that they have indefinite lives as it was expected, with a relatively high level of certainty, that we would maintain continued occupancy of an assigned GEO orbital slot either during the operational life of an existing orbiting satellite or upon replacement by a new satellite once the operational life of the existing orbiting satellite is over.
To respond to market dynamics, we are focused on developing our constellation of LEO satellites. A large part of our current and future capital expenditures are expected to be related to this constellation. In light of market developments, the number of occupied operational GEO orbital slots is likely to decline over time, and we no longer believe that the existing GEO orbital slots will continue to be utilized for an indefinite period of time.
As a result, we have updated our estimates in this area such that all GEO orbital slots are now presented as finite life assets. For those orbital slots which were formerly presented as indefinite life assets, their residual carrying values will generally be amortized over the remaining life of the on-station satellite operating at that orbital position in accordance with the provisions of International Accounting Standard 38, Intangible Assets (“IAS 38”). Where more than one satellite is co-located at one position then the latest end of life amongst those satellites is used. Where the likelihood of procuring a new or replacement satellite is probable, we calculate the end of life of that uncommitted replacement and apply it in computing the amortization life of the relevant orbital slot. The useful lives applied in the amortization of orbital slots range from 1 to 34 years.
This change in accounting estimate regarding the useful lives of the orbital slots has been accounted for prospectively, beginning on January 1, 2025.
The critical accounting judgements and estimates used in the application of our accounting policies are consistent with those outlined in Note 4 of the consolidated financial statements for the year ended December 31, 2024, apart from those outlined above related to the amortization of orbital slot intangible assets.
ACCOUNTING STANDARDS
Future Changes in Accounting Policies
The IASB periodically issues new and amended accounting standards. The new and amended standards determined to be applicable to us are disclosed below. The remaining new and amended standards have been excluded as they are not applicable.
IFRS 18, Presentation and Disclosures in Financial Statements
In April 2024, the IASB issued IFRS 18, Presentation and Disclosures in Financial Statements (“IFRS 18”) with the aim of improving companies’ reporting of financial performance and give investors a better basis for analyzing and comparing companies.
IFRS 18 introduces three new sets of requirements:
1) Improved comparability in the statement of profit or loss (income statement) which introduces three defined categories for income and expenses: operating, investing and financing. These changes would require all companies to use the same structure of the income statement, provide new defined subtotals, including operating profit.
65
2) Enhanced transparency of management-defined performance measures which would require companies to disclose explanations of those company specific measures that are related to the income statement.
3) More useful grouping of information in the financial statements which provides enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted.
We are currently evaluating the impact of this new standard.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Item. 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the section “Market Risk”.
66
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We discuss certain legal proceedings in Telesat Corporation’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC, in the section titled “Legal Proceedings”. We refer the reader to that discussion for information concerning those proceedings. There have been no material developments in those proceedings since the filing of that report.
Item 1A. Risk Factors
Our business and operations are subject to a significant number of known and unknown risks and uncertainties. The most significant of the known risks are summarized in, and the reader’s attention is directed to, the section titled “Risk Factors” of Telesat Corporation’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025. There have been no material changes to the risk factors since the filing of those reports.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Reserved
Item 5. Other Information
None.
Item 6. Exhibits
None.
67