PREMIUM BRANDS HOLDINGS CORPORATION. Third Quarter 2009

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1 PREMIUM BRANDS HOLDINGS CORPORATION Interim Consolidated Financial Statements Third Quarter 2009 Thirty nine weeks ended September 26, 2009 and September 27, 2008 (Unaudited)

2 Premium Brands Holdings Corporation NOTICE OF NO AUDITOR REVIEW OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS Under National Instrument Continuous Disclosure Obligations, if an auditor has not performed a review of the interim financial statements, the financial statements must be accompanied by a notice indicating that they have not been reviewed by an auditor. The accompanying unaudited interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company s management. The Company s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity s auditor. November 9,

3 Premium Brands Holdings Corporation CONSOLIDATED BALANCE SHEETS (Unaudited and in thousands) Sept 26, Dec 31, Sept 27, Current assets: Cash and cash equivalents $ 386 $ 1,679 $ 728 Accounts receivable 34,343 35,020 37,145 Current portion of other assets (note 4) Inventories 47,637 44,088 46,027 Prepaid expenses 2,580 2,240 3,386 Future income taxes 1, ,089 83,359 87,581 Capital assets 67,432 69,833 67,658 Investment in significantly influenced company (note 5) 1, Future income taxes 48, Goodwill 110, , ,000 Intangible assets 38,975 41,063 42,276 Other assets (note 4) 2,581 2,170 2,105 $ 356,530 $ 307,194 $ 309,620 Current liabilities: Cheques outstanding $ 1,389 $ 1,354 $ 1,367 Bank indebtedness 1,753 9,676 6,074 Dividend payable (note 6) 5,168 1,725 1,726 Accounts payable and accrued liabilities 44,487 42,472 47,847 Deferred credit (note 3) 1, Current portion of long-term debt (note 7) 10, ,581 55,613 57,221 Puttable interest in subsidiaries 3,978 4,224 3,974 Future income taxes - 1,457 1,597 Deferred credit (note 3) 41, Long-term debt (note 7) 108, , , , , ,918 Non-controlling interest 987 1,155 1,199 Shareholders equity: Accumulated earnings 68,508 52,911 50,131 Accumulated distributions and dividends declared (82,559) (67,052) (61,876) Retained earnings (deficit) (14,051) (14,141) (11,745) Accumulated other comprehensive loss (5,255) (4,419) (5,072) Share capital (note 8) 156, ,238 50, , , ,503 $ 356,530 $ 307,194 $ 309,620 Subsequent events (note 16). The accompanying notes are an integral part of these consolidated financial statements. 3

4 Premium Brands Holdings Corporation CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited and in thousands except per share amounts) 13 weeks 13 weeks 39 weeks 39 weeks ended ended ended ended Sept 26, Sept 27, Sept 26, Sept 27, Revenue $ 123,404 $ 123,435 $ 351,605 $ 332,628 Cost of goods sold 89,375 90, , ,809 Gross profit 34,029 32,556 92,289 89,819 Selling, general and administrative expenses 20,849 20,884 61,248 58,796 13,180 11,672 31,041 31,023 Depreciation of capital assets 2,142 1,929 6,432 5,552 Interest and other financing costs 1,928 1,923 4,748 5,641 Amortization of intangible and other assets ,898 1,653 Amortization of financing costs Accretion of puttable interest in subsidiaries Unrealized loss (gain) on foreign currency contracts 429 (429) 884 (1,135) Equity loss in significantly influenced company Conversion costs (note 3) 1,390-1,390 - Earnings before income taxes and non-controlling interest 6,490 7,481 15,156 18,767 Provision for (recovery of) income taxes Current Future (473) - (403) 410 (383) 2 (313) 415 Earnings before non-controlling interest 6,873 7,479 15,469 18,352 Non-controlling interest - net of income taxes (3) 114 (128) 141 Earnings for the period $ 6,876 $ 7,365 $ 15,597 $ 18,211 Earnings per share (note 10): Basic and diluted $ 0.39 $ 0.42 $ 0.89 $ 1.04 Weighted average shares outstanding 17,580 17,531 17,582 17,506 The accompanying notes are an integral part of these consolidated financial statements. 4

5 Premium Brands Holdings Corporation CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited and in thousands) 13 weeks 13 weeks 39 weeks 39 weeks ended ended ended ended Sept 26, Sept 27, Sept 26, Sept 27, Cash flows from operating activities: Earnings before non-controlling interest $ 6,873 $ 7,479 $ 15,469 $ 18,352 Items not involving cash: Depreciation of capital assets 2,142 1,929 6,432 5,552 Amortization of intangible assets ,894 1,649 Amortization of other assets Amortization of financing costs Accretion of puttable interest Gain on sale of assets (17) (30) (5) (29) Restricted Trust Share Plan accrual Long-term incentive plan accrual (1,406) 69 Accrued interest income (38) (15) (69) (59) Unrealized loss (gain) on foreign currency contracts 429 (429) 884 (1,135) Equity loss in significantly influenced company Future income taxes (473) - (403) ,014 9,867 23,709 25,441 Change in non-cash working capital 8,395 4,414 4,683 3,549 18,409 14,281 28,392 28,990 Cash flows from financing activities: Long-term debt - net 4,452 4,970 11,734 7,952 Bank indebtedness and cheques outstanding (7,705) (5,459) (7,888) (3,889) Net proceeds from issuance of units - 1,938-1,938 Purchase of shares under normal course issuer bid - (115) - Dividends paid to shareholders (5,168) (5,160) (15,507) (15,417) (8,421) (3,711) (11,776) (9,416) Cash flows from investing activities: Collection of notes receivable Net proceeds from sales of assets Capital asset additions (1,553) (2,786) (4,909) (10,090) Business acquisitions - (7,930) (1,681) (10,960) Conversion to corporation (note 3) (8,850) - (8,850) - Repayment of share purchase loans Investment in significantly influenced company - - (1,379) - Promissory note from significantly influenced company - - (1,240) - Payments to shareholders of non-wholly owned subsidiaries (40) - (200) (100) Other (5) 20 (5) 80 (10,407) (10,546) (17,963) (20,036) Change in cash and cash equivalents (419) 24 (1,347) (462) Effects of exchange on cash and cash equivalents Cash and cash equivalents - beginning of period ,679 1,116 Cash and cash equivalents - end of period $ 386 $ 728 $ 386 $ 728 Interest and other financing costs paid $ 1,823 $ 2,001 $ 4,790 $ 5,842 Net income taxes paid $ 11 $ 1 $ 11 $ 4 The accompanying notes are an integral part of these consolidated financial statements. 5

6 Premium Brands Holdings Corporation CONSOLIDATED STATEMENTS OF ACCUMULATED EARNINGS (Unaudited and in thousands) 13 weeks 13 weeks 39 weeks 39 weeks ended ended ended ended Sept 26, Sept 27, Sept 26, Sept 27, Accumulated earnings - beginning of period $ 61,632 $ 42,766 $ 53,078 $ 32,497 Transition adjustment as of January 1 (note 2) - - (167) (577) Adjusted balance - beginning of period 61,632 42,766 52,911 31,920 Earnings for the period 6,876 7,365 15,597 18,211 Accumulated earnings- end of period $ 68,508 $ 50,131 $ 68,508 $ 50,131 CONSOLIDATED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE LOSS (Unaudited and in thousands) 13 weeks 13 weeks 39 weeks 39 weeks ended ended ended ended Sept 26, Sept 27, Sept 26, Sept 27, Accumulated other comprehensive loss - beginning of period $ (5,196) $ (5,047) $ (4,419) $ (5,156) Other comprehensive loss Unrealized gain (loss) on interest rate swap 345 (187) 583 (515) Unrealized foreign exchange translation (loss) gain on investment in self-sustaining foreign operations (404) 162 (1,419) 599 Accumulated other comprehensive loss - end of period $ (5,255) $ (5,072) $ (5,255) $ (5,072) CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited and in thousands) 13 weeks 13 weeks 39 weeks 39 weeks ended ended ended ended Sept 26, Sept 27, Sept 26, Sept 27, Earnings for the period $ 6,876 $ 7,365 $ 15,597 $ 18,211 Unrealized gain (loss) on interest rate swap 345 (187) 583 (515) Unrealized foreign exchange translation (loss) gain on investment in self-sustaining foreign operations (404) 162 (1,419) 599 Comprehensive earnings $ 6,817 $ 7,340 $ 14,761 $ 18,295 The accompanying notes are an integral part of these consolidated financial statements. 6

7 Premium Brands Holdings Corporation Notes to the Consolidated Financial Statements (Unaudited and in thousands except per share amounts) 1. Nature of business Premium Brands Holdings Corporation (the Company) is incorporated under the Canada Business Corporations Act. Through its subsidiaries, the Company owns a broad range of leading specialty food businesses with manufacturing and distribution facilities located in British Columbia, Alberta, Saskatchewan, Manitoba and Washington State. In addition, the Company owns proprietary food distribution and wholesale networks through which it sells both its own products and those of third parties. On July 22, 2009, Premium Brands Income Fund (the Fund) completed a transaction (the Conversion) by way of a plan of arrangement with Thallion Pharmaceuticals Inc. (Thallion) which resulted in the Fund converting from a publicly traded income trust to a publicly traded corporation and the unitholders of the Fund becoming shareholders of the Company. The Conversion did not result in any changes to the underlying business operations of the Fund. Under the continuity of interests method of accounting, the transfer of the Fund s assets, liabilities and equity to the Company were recorded at their net book values as at July 22, 2009 (the Conversion Date). Accordingly, these consolidated financial statements for the period ended September 26, 2009 reflect Premium Brands as a corporation subsequent to the Conversion Date and as an income trust prior thereto. All references to shares refer collectively to the Company s common shares on and subsequent to the Conversion Date and to the Fund s units prior to the Conversion Date. Similarly, all references to shareholders refer collectively to holders of the Company s shares on and subsequent to the Conversion Date and to holders of the Fund s units prior to the Conversion Date. Due to the seasonal nature of the Company s business, the results of operations for any interim period are not necessarily indicative of the results to be expected for other interim periods or the full year. In general, the first quarter is the Company s weakest, and the second and third quarters are its strongest. 2. Significant accounting policies Basis of preparation The accompanying interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in Canada for interim reporting. Accordingly, these interim consolidated financial statements do not include all of the financial statement disclosures required by Canadian generally accepted accounting principles for annual financial statements and should be read in conjunction with the Fund s annual audited financial statements and notes for the year ended December 31, 2008 which are filed electronically through the System for Electronic Document Analysis and Retrieval (SEDAR) and are available on line at These unaudited interim consolidated financial statements follow the same accounting policies and methods of computation as used in the 2008 annual financial statements of the Fund, except as disclosed below changes in accounting policy Effective January 1, 2009 the Company adopted the new Canadian Institute of Chartered Accountants (CICA) Handbook Section 3064 Goodwill and Intangible Assets which replaces Section 3062 Goodwill and Other Intangible Assets and Section 3450 Research and Development Costs. This standard establishes standards for the recognition, measurement and disclosure of goodwill and intangible assets. Concurrent with the adoption of this standard, Emerging Issues Committee (EIC) Abstract 27 Revenues and Expenditures During the Pre-operating Period was withdrawn. Accordingly, effective January 1, 2009 all pre-production and start-up costs are expensed as incurred. This change in accounting policy was adopted with retroactive restatement of prior periods and accordingly, the following changes have been made to the historical financial statements: 7

8 As previously reported Adjustment As adjusted Consolidated balance sheet as at September 27, 2008: Other assets $ 2,510 $ (405) $ 2,105 Future income taxes - long-term liability 1,614 (17) 1,597 Accumulated earnings - ending 50,507 (376) 50,131 Accumulated other comprehensive loss (5,060) (12) (5,072) Consolidated balance sheet as at December 31, 2008: Other assets $ 2,485 $ (315) $ 2,170 Future income taxes - long-term liability 1,532 (75) 1,457 Accumulated earnings - ending 53,078 (167) 52,911 Accumulated other comprehensive loss (4,346) (73) (4,419) Consolidated statement of operations for the 13 weeks ended September 27, 2008: Amortization of intangible and other assets $ 553 $ (37) $ 516 Earnings 7, ,365 Consolidated statement of operations for the 39 weeks ended September 27, 2008: Amortization of intangible and other assets $ 1,764 $ (111) $ 1,653 Future income taxes 500 (90) 410 Earnings 18, ,211 Consolidated statement of accumulated earnings for the 13 weeks ended September 27, 2008: Accumulated earnings - ending $ 50,507 $ (376) $ 50,131 Consolidated statement of accumulated earnings for the 39 weeks ended September 27, 2008: Accumulated earnings - beginning $ 32,497 $ (577) $ 31,920 Accumulated earnings - ending 50,507 (376) 50,131 Consolidated statement of accumulated other comprehensive loss for the 13 and 39 weeks ended September 27, 2008: Accumulated other comprehensive loss - ending $ (5,060) $ (12) $ (5,072) Consolidated statement of comprehensive earnings for the 13 weeks ended September 27, 2008: Earnings $ 7,328 $ 37 $ 7,365 Unrealized foreign exchange translation gain on investment in self-sustaining foreign operations 167 (5) 162 Comprehensive earnings 7, ,340 Consolidated statement of comprehensive earnings for the 39 weeks ended September 27, 2008: Earnings $ 18,010 $ 201 $ 18,211 Unrealized foreign exchange translation gain on investment in self-sustaining foreign operations 611 (12) 599 Comprehensive earnings 18, ,295 Also effective January 1, 2009 the Company applied CICA issued EIC Abstract 173 Credit Risk and the Fair Value of Financial Assets and Financial Liabilities. This EIC requires the Company to take into account its own credit risk and the credit risk of the counterparty in determining the fair value of financial assets and financial liabilities, including derivative instruments, and is to be applied retrospectively without restatement of prior periods. The application of this new EIC did not have any significant impact on the Company s financial statement disclosures or results of operations. 8

9 International Financial Reporting Standards (IFRS) In February 2008 the Canadian Accounting Standards Board confirmed that IFRS will replace Canada s current GAAP for publicly accountable profit-oriented enterprises. The effective date of transition is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011 and will require the restatement, for comparative purposes, of its prior fiscal year. The Company s IFRS implementation project consists of two elements. The first, which the Company expects to complete in 2009, consists of determining the differences between the Company s current accounting policies and the requirements under IFRS (referred to the diagnostics phase), identifying the impact of the options, if any, under IFRS on the Company s accounting and business processes, selecting the appropriate policy and disclosure option, if any, under IFRS and preparing a detailed implementation plan. The second element, which the Company expects to complete in early 2010, consists of designing and implementing the accounting and business processes, reports and internal controls needed to facilitate collection of the data required for reporting under IFRS. To date, the Company has formed a steering committee to oversee the project, hired a full time resource to assist in planning and implementation, and has completed the diagnostics phase of the project. Some of the key areas identified by the diagnostics phase where the Company s financial reporting will likely be impacted by its conversion to IFRS include: property, plant and equipment, share based payments, employee benefits, business combinations and impairment of assets. In addition, there are a number of choices available under IFRS relating to its first time adoption that will impact the Company s reporting. The Company has made initial determinations regarding first time adoption elections and exemptions and will continue to evaluate other potential financial reporting changes caused by the adoption of IFRS. The Company is not, however, at this time able to determine the exact impact that the transition will have on its financial reporting. Future accounting and reporting changes In January 2009, the CICA issued Handbook Section 1582 Business Combinations, Section 1601 Consolidations and Section 1602 Non-controlling Interests. These sections replace Section 1582 Business Combinations and Section 1600 Consolidated Financial Statements and establish a new section for accounting for a non-controlling interest in a subsidiary. Section 1582 establishes standards for the accounting for a business combination and states that all assets and liabilities of an acquired business will be recorded at fair value. Obligations for contingent considerations and contingencies will also be recorded at fair value at the acquisition date. The standard also states that acquisitionrelated costs will be expensed as incurred and that restructuring charges will be expensed in the periods after the acquisition date. It provides the Canadian equivalent to IFRS 3 Business Combinations (January 2008). The section applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in the preparation of consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS International Accounting Standard 27 Consolidated and Separate Financial Statements (January 2008). Sections 1601 and 1602 apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, All three sections must be adopted concurrently. The Company is currently evaluating the impact of the adoption of these sections. 3. Conversion to a corporation and income taxes On July 22, 2009, the Fund, which until that date had been a publicly traded income fund, became a publicly traded corporation as a result of the Conversion (note 1). The Company calculated current and future income taxes for the current year on the basis of its conversion to a corporation as of the Conversion Date, whereas it had calculated current and future income taxes for the year ended December 31, 2008 as a publicly traded income fund. The cost of the Conversion, which is subject to certain post-closing adjustments, is estimated at approximately $10.3 million consisting of $8.9 million paid to Thallion and $1.4 million for transaction costs which were expensed. As a result of the Conversion, the Company recorded an initial estimated amount of $160.0 million for additional tax attributes. This amount is, however, subject to finalization of certain aspects of the Conversion. 9

10 As at the Conversion Date, the Company is deemed to have acquired Thallion s tax accounts and recognized the consideration paid as follows: Current Long-term Total $ $ $ Future income tax asset 1,889 50,295 52,184 Deferred credit (1,568) (41,766) (43,334) As a result of the Conversion, the Company recorded future income tax assets of approximately $51 million related to tax losses and other tax attributes not previously recorded, less a deferred credit of $42 million, for the $8.9 million of costs associated with the Conversion in accordance with EIC Abstract 110 Conversion on an Unincorporated Entity to an Incorporated Entity. There is considerable uncertainly about whether the tax authorities will accept the deduction of some or any of these tax attributes. Should the deduction of all or a portion of the tax attributes be disallowed, the Company would derecognize the appropriate portion of the future income tax assets, net of the proportionate amount of the deferred credit, as a charge to income. 8, Other assets Sept 26, Dec 31, Sept 27, Notes receivable and employee unit purchase loans $ 1,038 $ 1,165 $ 1,245 Promissory note from significantly influenced company (note 5) 1, ,278 1,165 1,245 Less: current portion , ,026 Pension benefit asset Unrealized gain on foreign currency contracts Other $ 2,581 $ 2,170 $ 2, Investment in significantly influenced company On February 20, 2009 the Company acquired an interest in S.J. Irvine Fine Foods Ltd. (Irvine) for $2.6 million consisting of $1.4 million for a 25% equity interest and $1.2 million for a promissory note. As part of the transaction the Company negotiated certain call options that enable it to increase its ownership in Irvine to 100% over time. Irvine, which started operations in January 2008, manufactures high quality processed meats for the foodservice and retail industries out of a modern 40,000 square foot facility located in Saskatoon, SK. 6. Dividends / distributions During the 39 weeks ended September 26, 2009, the Company declared dividends and distributions to shareholders totalling $15,154,000 or $0.882 per share and Premium Brands Holdings Limited Partnership (PBHLP), a subsidiary of the Fund, declared distributions of $353,000 or $0.588 per unit to exchangeable unitholders. The aggregate amounts and record dates of these dividends and distributions are as follows: Amount Per share Record date $ $ January 30, , February 27, , March 31, , April 30, , May 29, , June 30, , September 30, , ,

11 In September 2009, the Company declared a dividend of $5.2 million to shareholders of record on September 30, 2009, which was paid subsequent to the quarter end and is reported as a current liability at September 26, On August 5, 2009 the Company s Board of Directors approved the implementation of a Dividend Re-Investment Plan (DRIP) that provides shareholders with the option to re-invest all or a portion of the dividends received by them in shares of the Company. 7. Long-term debt Sept 26, Dec 31, Sept 27, Facility B - revolving term facility maturing in July 2012 with quarterly principal payments of $1.25 million until the Company s Facility D is repaid at which time the quarterly principal payments increase to $2.0 million. The loan bears interest at prime plus 1.0% to prime plus 2.0% or at the banker s acceptance rate plus 2.5% to 3.5% based on the Company s ratio of debt to cash flow calculated quarterly $ 37,500 $ 35,000 $ 35,000 Facility C - non-revolving term loan maturing in July 2012 with no quarterly principal payments until the Company s Facility B is repaid at which time it will have quarterly principal payments of $2.0 million. The loan bears interest at prime plus 1.0% to prime plus 2.0% or at the banker s acceptance rate plus 2.5% to 3.5% based on the Company s ratio of debt to cash flow calculated quarterly. 64,000 64,000 64,000 Facility D - non-revolving term loan maturing in July 2011 with quarterly principal payments of $1.25 million. The loan bears interest at prime plus 1.0% to prime plus 2.0% or at the banker s acceptance rate plus 2.5% to 3.5% based on the Company s ratio of debt to cash flow calculated quarterly. 10, US$6.1 million secured Industrial Development Revenue Bond with no principal payments until maturity in July The bond bears interest at the weekly variable rate for such bonds, which averaged % for the year-to-date, plus 1.0% to 2.0% based on the Company s ratio of debt to cash flow calculated quarterly 6,685 7,427 6,339 Unsecured notes payable, bearing interest at a rate of 5% to 6.5% and due in 2010 to ,228 1,192 Other, including capital leases , , ,889 Deferred financing costs (762) (534) (556) Current portion (10,216) (386) (207) $ 108,402 $ 107,067 $ 106, Share capital Common Amounts Fund Amounts Exchangeable Amounts Shares Units LP Units $ $ $ Balance, December 31, , , ,328 Purchase of Fund units under normal course issuer bid - - (16) (116) - - Exchange of Fund units into common shares 16, ,794 (16,980) (150,794) - - Exchange of Exchangeable LP units into common shares 600 5, (600) (5,328) Balance, September 26, , , As part of the Conversion (note 1), the 600,000 exchangeable LP units outstanding were converted into common shares of the Company. 11

12 During the 39 weeks ended September 26, 2009, the Company repurchased and cancelled 15,600 shares (39 weeks ended September 27, nil) under its normal course issuer bid resulting in 17,580,294 shares outstanding at September 26, Acquisitions On March 6, 2009 the Company acquired the business and working capital of Multi-National Foods (MNF) for approximately $1.7 million. MNF is a food brokerage business based in Calgary, AB. The Company has accounted for this acquisition using the purchase method and the results of the acquisition have been included in the Company s consolidated financial statements from the date of the acquisition. The following table summarizes the estimates of the fair values of the assets acquired and obligations assumed for this acquisition: Net working capital $ 1,641 Goodwill 40 Total purchase cost $ 1,681 Purchase cost $ 1,641 Transaction costs 40 Total purchase cost $ 1, Earnings per share Earnings per share is calculated using the weighted average number of shares outstanding for the 13 weeks and 39 weeks ended September 26, 2009 was 17,580,294 and 17,581,904, respectively (13 weeks and 39 weeks ended September 27, ,531,141 and 17,506,220, respectively). 11. Employee future benefits The total benefit cost of the Company s defined benefit pension plan for the 13 weeks and 39 weeks ended September 26, 2009, respectively, was $nil and $0.1 million (13 weeks and 39 weeks ended September 27, $nil and $0.1 million respectively). 12

13 12. Segmented information The Company has two reportable segments, Retail and Foodservice. The Retail segment includes three operating segments consisting of its specialty food manufacturing and retail distribution businesses. The Foodservice segment includes three operating segments consisting of its three foodservice related businesses. The operating segments within each reportable segment have been aggregated as they have similar economic characteristics. 13 weeks 13 weeks 39 weeks 39 weeks ended ended ended ended Sept 26, Sept 27, Sept 26, Sept 27, Revenue: Retail $ 58,310 $ 60,156 $ 163,232 $ 164,149 Foodservice 65,094 63, , ,479 $ 123,404 $ 123,435 $ 351,605 $ 332,628 Segment earnings (loss) before depreciation and amortization: Retail $ 9,787 $ 7,746 $ 22,839 $ 20,976 Foodservice 4,436 4,965 11,565 13,650 Corporate (1,043) (1,039) (3,363) (3,603) $ 13,180 $ 11,672 $ 31,041 $ 31,023 Depreciation of capital assets: Retail $ 1,446 $ 1,307 $ 4,415 $ 3,892 Foodservice ,496 1,065 Corporate $ 2,142 $ 1,929 $ 6,432 $ 5,552 Amortization of intangible and other assets: Retail $ 236 $ 225 $ 738 $ 749 Foodservice , $ 621 $ 516 $ 1,898 $ 1,653 Segment earnings (loss): Retail $ 8,106 $ 6,214 $ 17,687 $ 16,335 Foodservice 3,528 4,250 8,909 11,681 Corporate (1,217) (1,237) (3,885) (4,198) 10,417 9,227 22,711 23,818 Interest and other financing costs 1,928 1,923 4,748 5,641 Amortization of financing costs Accretion of puttable interest in subsidiaries Unrealized loss (gain) on foreign currency contracts 429 (429) 884 (1,135) Equity in loss of significantly influenced company Conversion costs 1,390-1,390 - Provision for (recovery of) income taxes (383) 2 (313) 415 Earnings before non-controlling interest $ 6,873 $ 7,479 $ 15,469 $ 18,352 13

14 Segment assets 39 weeks 39 weeks ended ended Sept 26, Sept 27, Capital asset additions: Retail $ 3,703 $ 5,747 Foodservice 1,159 4,317 Corporate $ 4,909 $ 10,090 Goodwill additions: Retail $ - $ 725 Foodservice 40 1,463 Corporate - - $ 40 $ 2,188 Sept 26, Sept 27, Total assets: Retail $ 150,124 $ 145,568 Foodservice 147, ,334 Corporate 58,800 21,718 $ 356,530 $ 309,620 Revenue, segment earnings/loss (defined as earnings/loss before interest and other financing costs, amortization of financing costs, accretion of puttable interest, unrealized gain/loss on foreign currency contracts, equity in loss of significantly influenced company, conversion costs, income taxes and non-controlling interest) and capital assets and goodwill for the periods presented are geographically segmented as follows: 13 weeks 13 weeks 39 weeks 39 weeks ended ended ended ended Sept 26, Sept 27, Sept 26, Sept 27, Revenue: Canada $ 119,361 $ 119,435 $ 339,195 $ 321,912 United States 4,043 4,000 12,410 10,716 $ 123,404 $ 123,435 $ 351,605 $ 332,628 Segment earnings: Canada $ 10,194 $ 8,658 $ 22,192 $ 23,234 United States $ 10,417 $ 9,227 $ 22,711 $ 23,818 Sept 26, Sept 27, Capital assets and goodwill: Canada $ 167,906 $ 167,709 United States 10,132 9,949 $ 178,038 $ 177,658 14

15 13. Income taxes An estimate of Company s tax attributes as at September 26, 2009 (in thousands of dollars) is as follows. Scientific research and experimental development tax credits $ 81,741 Un-depreciated capital costs 77,775 Non-capital losses carried forward 45,178 Cumulative eligible capital 41,742 Investment tax credits 14,729 $ 261,165 The above amounts are estimates and are subject to finalization of certain aspects of the Conversion (note 1). 14. Financial instruments Foreign currency risk The Company has exposure to U.S. dollar currency exchange risk due to annual net U.S. dollar inventory purchases of approximately US$35.0 million. In order to help stabilize the cost of its U.S. dollar denominated purchases, the Company, from time to time, enters into foreign currency contracts. The Company does not hold foreign currency contracts for speculative purposes. As at September 26, 2009, the Company had outstanding foreign currency contracts for the purchase of US$4.7 million over the next 10 months at a blended rate of C$ As at September 26, 2009, these contracts have a fair value of $0.2 million unfavourable (September 27, $0.7 million favourable) and during the 13 weeks and 39 weeks ended September 26, 2009, respectively, the Company recorded an unrealized loss of $0.4 million and $0.9 million in respect of these contracts (13 weeks and 39 weeks ended September 27, unrealized gain of $0.4 million and $1.1 million, respectively) in the consolidated statement of operations. Based on the U.S. dollar balance sheet exposure and the foreign currency contracts outstanding on September 26, 2009, a change of $0.01 in the value of the Canadian dollar relative to the U.S. dollar would have resulted in an unrealized gain (if the Canadian dollar weakens) or an unrealized loss (if the Canadian dollar strengthens) of approximately $0.1 million in its consolidated statement of operations. Interest rate risk All of the Company s bank indebtedness and approximately 99% ( %) of its long-term debt bear interest at floating rates. The Company manages some of its interest rate exposure by entering into interest rate swap contracts. During 2009, the Company entered into an interest swap contract fixing the rate of interest on $32.0 million of its long-term debt for the three-year period ending July 6, 2010 at an effective rate of 5.05% plus 2.5% to 3.5%, based on the Company s ratio of debt to cash flow calculated quarterly. The Company has designated this contract as a cash flow hedge and, correspondingly, changes in its fair market value are recognized in the consolidated statement of accumulated other comprehensive loss and the consolidated statement of comprehensive earnings. As at September 26, 2009, the interest rate swap contract had a fair value of $1.5 million unfavourable (September 27, $1.2 million unfavourable) and during the 13 weeks and 39 weeks ended September 26, 2009, respectively, the Company recorded an unrealized gain in respect of the swap of $0.3 million and $0.6 million (13 weeks and 39 weeks ended September 27, loss of $0.2 million and $0.5 million, respectively) in other comprehensive loss. The fair value is included in accounts payable and accrued liabilities. Based on the interest rate swap contract outstanding on September 26, 2009, a change of 0.25 percentage points in the effective variable interest rate will result in the Company recognizing a gain (if interest rates increase) or loss (if interest rates decrease) of approximately $0.1 million in its consolidated statement of comprehensive earnings. 15. Comparative figures Certain comparative figures have been reclassified to conform to the financial statement presentation adopted in

16 16. Subsequent events On November 9, 2009 the Company completed a public offering (the Offering) of $35.0 million of convertible unsecured subordinated debentures (the Debentures) resulting in net proceeds of $33.1 million after underwriting fees of $1.4 million and costs of approximately $0.5 million. Some of the terms associated with the Debentures are: semi-annual interest payments at an annual rate of 7%; maturity date of December 31, 2014; an option for holders to convert the Debentures into common shares of the Company at any time prior to the close of business on the earlier of December 31, 2014 and the business day immediately preceding the date specified by the Company for redemption of the Debentures, at a conversion price of $14.50 per common share, subject to adjustment in certain events; and redeemable by the Company on or after December 31, 2012 at a formula based price. As part of the Offering, the Company granted the underwriters of the Offering an option to purchase up to an additional $5.3 million of Debentures, exercisable in whole or in part and at the sole discretion of the underwriters, at any time up until December 9,

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