2024
ANNUAL
REPORT
Goodfood (TSX: FOOD) is a leading digitally native meal solutions
brand in Canada, delivering fresh meals and add-ons that make it
easy for customers from across Canada to enjoy delicious meals
at home every day. The Goodfood team is building Canada’s
most loved millennial food brand, with the mission to create
experiences that spark joy and help our community live longer on
a healthier planet.
Goodfood customers have access to uniquely fresh and
delicious products, as well as exclusive pricing, made possible by
its world-class culinary team and direct-to-consumer
infrastructures and technology. Goodfood is passionate about
connecting its partner farms and suppliers to its customers’
kitchens while eliminating food waste and costly retail overhead.
The Company’s administrative
offices are based in Montreal,
Quebec, with production
facilities located in the
provinces of Quebec
and Alberta.
2
PRODUCTION
FACILITIES
570
EMPLOYEES
QUATERLY ACTIVE
CUSTOMERS 1
101K
$153
NET SALESM
1.This is a metric or non-IFRS financial measure which does not have a standardized meaning prescribed by IFRS and may
therefore not be comparable to similar measures presented by other issuers. Please refer to the Metrics and Non-IFRS
financial measures section in the Management’s Discussion and Analysis.
Greater Montreal Area
(Quebec)
Greater Toronto Area
(Ontario)
Calgary
(Alberta)
1
2
1
X
X
X
X
X
X
X
Total number
of locations
Administrative
offices
Manufacturing
centers
Fulfillment
facilities
The following table provides a summary of our locations currently operating:
2024
AT A GLANCE
3-YEAR
FINANCIAL HIGHLIGHTS
1.This is a metric or non-IFRS financial measure which does not have a standardized meaning prescribed by IFRS and may therefore not be comparable to similar
measures presented by other issuers. Please refer to the Non-IFRS financial measures section in the Management’s Discussion and Analysis.
2.Gross margin is defined as gross profit divided by net sales.
3.Includes the current portion of long-term debt.
4.Includes the liability and equity components of the convertible debentures.
For the years ended
Operating Results
Operating Metrics
Financial Position
Cash flows provided by (used in)
September 2,
2023
Net sales
Gross Profit
Adjusted EBITDA1
Net loss being comprehensive loss
Basic and diluted loss per share
Cash and cash equivalents
Fixed assets
Total assets
Total debt3
Total convertible debentures4
Total shareholders’ deficiency
Gross Margin2
Adjusted EBITDA Margin1
152,838
62,978
9,063
(3,433)
(0.05)
41.2%
5.9%
24,010
7,655
52,315
1,138
50,772
(26,078)
24,925
11,026
57,808
4,036
47,119
(23,442)
36,885
18,408
129,848
11,743
32,643
(11,178)
38.8%
2.8%
25.3%
(15.2%)
168,558
65,380
4,695
(16,463)
(0.22)
268,586
68,055
(40,721)
(121,761)
(1.62)
(9%)
(4%)
(111%)
N/A
2.4 pp
3.1 pp
13.5 pp
18.0 pp
Operating activities
Investing activities
Financing activities
7,494
(9,182)
1,960
(58,981)
(37,671)
8,002
September 7,
2024
September 3,
2022
773
93%
(79%)
(77%)
(4%)
(37%)
(110%)
(9,350)
(4,570)
MESSAGE TO
SHAREHOLDERS
Dear fellow Shareholders,
As we reflect on this past fiscal year, we are proud to report on what
has been a transformative and historic year for Goodfood. This year
marked a critical milestone in our company's history: our first full year
of positive adjusted free cash flow1. This achievement is a testament
to our relentless focus on disciplined financial execution, innovative
customer-centric initiatives, and beginning to reap the rewards of the
foundational investments we have made to position Goodfood for
consistent profitability and long-term growth.
A Historic Year: Our First Full Year of Positive Free
Cash Flow1
During fiscal year 2024, we generated an adjusted free cash flow1 of
$8 million. This represented a $12 million improvement compared to
fiscal year 2023 and our first full year of positive free cash flow1. This
outcome was the result of two years of execution: a first year (Fiscal
2023) dedicated to optimizing our operational footprint and
transforming our cost structure, and a second year (Fiscal 2024)
focused on enhancing unit economics. We took decisive action to
streamline our operations, implement cost efficiencies, and focus on
profitable growth. As a result, Goodfood today is a leaner, more agile
organization that we believe is capable of generating free cash flow1
consistently.
Our journey to achieving this pivotal milestone was rooted in bold,
necessary choices. We not only realigned our business strategy, we
also continually honed our offerings to match evolving consumer
demand. Today, we are not just better positioned for financial success
but have a strong foundation for sustainable value creation in the
years to come.
1.This is a metric or non-IFRS financial measure which does not have a standardized meaning prescribed by IFRS and may therefore
not be comparable to similar measures presented by other issuers. Please refer to the Non-IFRS financial measures section in the
Management’s Discussion and Analysis.
MESSAGE TO
SHAREHOLDERS
The Customer at the Centre
Customer happiness and loyalty remain at the heart of Goodfood’s mission to deliver joyful
nourishment while helping our community live longer on a healthier planet. Throughout the year,
we made significant strides in enhancing our customers’ experience and bringing our mission to
live. We expanded our menu offerings, included better-for-you proteins like organic chicken and
sustainably-caught fish, and improved meal customization options to reflect customer
preferences and evolving tastes. One of our most significant developments has been the
successful rollout of our value menu, now expanded to be our Value Plan, which offers classic,
delicious meals priced at under $10 per serving. This initiative has made our services more
accessible and appealing to a broader segment of Canadians seeking great quality meals at a
great price.
Additionally, we deepened our connection with customers through innovative partnerships with
renowned chefs and leading restaurants, bringing unique culinary experiences into homes across
Canada. For example, our collaborations with chefs Laurent Dagenais or Chuck Hughes or with
Michelin-starred restaurants St. Lawrence or L’Abattoir have elevated the quality and authenticity
of our meal offerings, providing memorable dining moments at home and making Goodfood an
indispensable part of everyday life for thousands of families.
MESSAGE TO
SHAREHOLDERS
Use Our Infrastructure as a Platform for
Next-Generation Brands
Looking ahead, we see tremendous potential to leverage our
established connection with millions of Canadians and the
logistics, marketing, and operational expertise we have
developed in the 10 years to drive future growth.
Our strategic investments in logistics infrastructure and
marketing capabilities over the past decade have uniquely
positioned Goodfood as a platform that can amplify the reach
of emerging consumer brands. Our recently announced
acquisition of Genuine Tea marks the first step in our
acquisition strategy aimed at building a portfolio of next-
generation brands. This acquisition allows us to bring an
innovative, high-growth product with a devoted customer
base into our platform, enabling us to cross-sell and scale
Genuine Tea’s offerings efficiently.
By acquiring a portfolio of brands and businesses, we enable
amortizing more of our fixed costs, capitalize on customer
relationships, and continue to grow our offering to our
customers with profitable and in-demand products. We are
focused on identifying companies with strong growth
trajectories and complementary products that resonate with
Canadians and our mission. This strategy is not merely about
diversification; it is about extending Goodfood’s reach,
expanding our customer base, and driving consistent value for
our shareholders.
MOST IMPORTANTLY
Ten years ago, Goodfood was born. These past ten years have been a
blessing, from the ambitious willingness to disrupt Canadians’ ability to
eat great, healthy meals ordered online, to going through a pandemic that
accelerated our business, and to now having a stable, profitable
Company, these past ten years have been an incredible journey, and we
are very grateful for it.
None of these achievements would be possible without the dedication,
passion, and hard work of our team members across the country. We are
deeply grateful to our employees for their resilience, creativity, and
commitment to excellence. We also extend our heartfelt appreciation to
our customers, who continue to invite Goodfood into their kitchens and
dining rooms. Your trust drives us to innovate and improve every day. To
our valued partners, suppliers, and chefs who bring our menus to life,
thank you for your collaboration. Lastly, to you, our shareholders, we are
grateful for your belief in our vision and your unwavering support as we
continue to transform Goodfood into a consistent driver of sustained
profitable growth.
We are excited about what lies ahead and remain committed to delivering
strong financial performance, expanding our impact, and creating value
for all stakeholders.
Thank you,
Jonathan Ferrari
Co-Founder, Chairman
of the Board and CEO
Neil Cuggy
Co-Founder, Director,
President and COO
MESSAGE TO
SHAREHOLDERS
BOARD OF
DIRECTORS
JONATHAN FERRARI
Co-Founder, Chairman
of the Board and CEO
JOHN KHABBAZ
Director
TERRY YANOFSKY
Director
NEIL CUGGY
Co-Founder, Director,
President and COO
DONALD OLDS
Director
YEAR ENDED SEPTEMBER 7, 2024
MANAGEMENT’S
DISCUSSION
AND ANALYSIS
Management’s Discussion and Analysis of
GOODFOOD MARKET CORP.
For the 14 weeks and 53 weeks ended September 7, 2024
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
2 | P a g e
TABLE OF CONTENTS
BASIS OF PRESENTATION .................................................................................................................... 3
KEY FINANCIAL HIGHLIGHTS ............................................................................................................... 4
FORWARD-LOOKING INFORMATION ................................................................................................. 5
METRICS AND NON-IFRS FINANCIAL MEASURES ......................................................................... 6
COMPANY OVERVIEW ............................................................................................................................ 7
FINANCIAL OUTLOOK ............................................................................................................................. 8
FISCAL 2024 AT A GLANCE ................................................................................................................... 9
METRICS AND NON-IFRS FINANCIAL MEASURES–RECONCILIATION ................................... 10
RESULTS OF OPERATIONS–FISCAL 2024 AND 2023 ................................................................... 13
RESULTS OF OPERATIONS–FOURTH QUARTER OF FISCAL 2024 AND 2023 ...................... 14
FINANCIAL POSITION ........................................................................................................................... 15
LIQUIDITY AND CAPITAL RESOURCES ........................................................................................... 16
SELECTED QUARTERLY FINANCIAL INFORMATION ................................................................... 21
TRENDS AND SEASONALITY .............................................................................................................. 22
FINANCIAL RISK MANAGEMENT........................................................................................................ 22
BUSINESS RISK ...................................................................................................................................... 23
OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS AND OTHER
COMMITMENTS ...................................................................................................................................... 23
FINANCIAL INSTRUMENTS .................................................................................................................. 23
RELATED PARTIES ................................................................................................................................ 24
SHARE-BASED PAYMENTS ................................................................................................................. 24
OUTSTANDING SHARE DATA ............................................................................................................. 25
SEGMENT REPORTING ........................................................................................................................ 25
DIVIDEND POLICY .................................................................................................................................. 25
SUBSEQUENT EVENT ........................................................................................................................... 25
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS ..................... 26
CHANGES IN ACCOUNTING POLICIES ............................................................................................ 26
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER
FINANCIAL REPORTING ....................................................................................................................... 27
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
3 | P a g e
BASIS OF PRESENTATION
The following Management’s Discussion and Analysis (“MD&A”) is intended to assist readers in
understanding the business environment, trends and significant changes in the results of operations and
financial condition of Goodfood Market Corp. and its subsidiary (the “Company” or “Goodfood”) for the 14
weeks and 53 weeks ended September 7, 2024 and should be read in conjunction with its audited annual
consolidated financial statements and the accompanying notes for the 53 weeks ended September 7, 2024.
Please also refer to Goodfood’s press release announcing its results for the 14 and 53 weeks ended
September 7, 2024, issued on November 27, 2024. Quarterly reports, the Annual Report, and the Annual
Information Form can be found on SEDAR+ at www.sedarplus.ca and under the “Investor Relations–
Financial Information” section of our website: https://www.makegoodfood.ca/en/investors. Press releases
are available on SEDAR+ and under the “Investor Relations–Press Releases” section of our corporate
website.
The Company’s annual audited consolidated financial statements were prepared in accordance with
International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board (“IASB”) and the financial information herein was derived from those statements.
The Company follows a floating year-end ending on the first Saturday of September each year. As a result,
the fiscal year is usually 52 weeks with a 53rd week every five to six years. The year ended September 7,
2024 had 53 weeks and the year ended September 2, 2023 had 52 weeks. The additional week occurred
in the fourth quarter of Fiscal 2024.
During Fiscal 2023, the Company completed its cost reduction initiatives. The cost-saving initiatives
consisted of a review of its operations and overall business to drive efficiencies, return the Company to
positive adjusted EBITDA1 and to form the basis for the path to consistent positive cash flow and long-term
profitable growth.
All amounts herein are expressed in Canadian dollars unless otherwise indicated. Certain totals, subtotals
and percentages may not agree due to rounding.
In this MD&A, references to “we”, “our”, “Goodfood” or the “Company” refer to Goodfood Market Corp. and
its wholly owned subsidiary.
Management determines whether information is material based on whether they believe a reasonable
investor’s decision to buy, sell or hold securities of the Company would likely be influenced or changed
should the information be omitted or misstated, and discloses material information accordingly.
The information in this MD&A is current to November 27, 2024, unless otherwise noted.
1 Please refer to the “Metrics and Non-IFRS Financial Measures” section of this MD&A for corresponding definitions.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
4 | P a g e
KEY FINANCIAL HIGHLIGHTS
This section provides a summary of our financial performance for the Fiscal 2024 and fourth quarter
compared to the same period in 2023. We present metrics and measures to help investors better
understand our performance, including certain metrics and measures which are not recognized by IFRS.
Definitions of these non-IFRS financial measures are provided in the “Metrics and Non-IFRS Financial
Measures” section of this MD&A and are important metrics to be considered when analyzing our
performance. For a reconciliation of these non-IFRS financial measures to the most comparable IFRS
financial measures, as applicable, see the “Metrics and Non-IFRS Financial Measures–Reconciliation”
section of this MD&A.
HIGHLIGHTS OF FISCAL 2024 COMPARED TO FISCAL 2023
• Net sales were $152.8 million, a 9% decrease from $168.6 million compared to the same period last
year.
• Gross margin1 grew to 41.2%, an increase of 2.4 percentage points and gross profit of $63.0 million
decreased by $2.4 million or 4% compared to the same period last year.
• Net loss was $3.4 million, an improvement of $13.0 million, compared to a net loss of $16.5 million in
the same period last year.
• Adjusted EBITDA margin2 was 5.9%, an improvement of 3.1 percentage points compared to the same
period last year.
• Net cash flows provided by operating activities were $7.5 million, compared to net cash flows used in
operating activities of $9.4 million, an improvement of $16.8 million compared to the same period last
year.
• Adjusted free cash flow2 is $7.6 million compared to a negative $4.5 million, an improvement of
$12.1 million compared to the same period last year.
HIGHLIGHTS OF THE FOURTH QUARTER OF 2024 COMPARED TO THE FOURTH QUARTER OF 2023
• Net sales were $34.1 million, an 8% decrease from $37.2 million compared to the same quarter last
year.
• Gross margin1 of 38.1%, an increase of 0.1 percentage points and gross profit totalled $13.0 million, a
decrease of $1.2 million or 8.6% compared to the same quarter last year.
• Net loss was $3.2 million, an improvement of $0.5 million from $3.7 million compared to the same
quarter last year.
• Adjusted EBITDA margin2 was 1%, a decrease of 0.4 percentage points compared to the same quarter
last year.
• Net cash flows used from operating activities were $0.9 million, an improvement of $1.0 million
compared to the same quarter last year.
• Adjusted free cash flow2 was negative $1.1 million, flat compared to the same quarter last year.
• Active customers2 of 101,000, a 13% decrease, compared to 116,000 for the same quarter last year.
1 Gross margin is defined as gross profit divided by net sales.
2 Please refer to the “Metrics and Non-IFRS Financial Measures” section of this MD&A for corresponding definitions.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
5 | P a g e
FORWARD-LOOKING INFORMATION
This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities
legislation. Such forward-looking information includes, but is not limited to, information with respect to our
objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs,
plans, expectations, anticipations, assumptions, estimates and intentions, including, without limitation,
statements in the “Financial Outlook” section of the MD&A. Forward-looking statements made by the
Company in this MD&A include, without limitation, statements about runway for additional penetration of
meal kits into Canadian households, enhancing order frequency, the upcoming launch of customization
within the Company’s meal-kit recipes, the Company’s sustainability initiatives, future growth avenues
including acquisitions and future food costs. This forward-looking information is identified by the use of
terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”,
“plan”, “foresee”, “believe”, and “continue”, as well as the negative of these terms and similar terminology,
including references to assumptions, although not all forward-looking information contains these terms and
phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding
the Company and its business, operations, prospects and risks at a point in time in the context of historical
trends, current condition and possible future developments and therefore the reader is cautioned that such
information may not be appropriate for other purposes.
Forward-looking information is based upon a number of assumptions and is subject to a number of risks
and uncertainties, many of which are beyond our control, which could cause actual results to differ
materially from those that are disclosed in, or implied by, such forward-looking information. These risks and
uncertainties include, but are not limited to, the following risk factors which are discussed in greater detail
under “Risk Factors” in the Company’s Annual Information Form for the 53 weeks ended September 7,
2024 available on SEDAR+ at www.sedarplus.ca and under the “Events and Presentations” section of our
website at www.makegoodfood.ca/en/investors: history of negative operating cash flow, food industry
including current industry inflation levels, indebtedness and impact upon financial condition, future capital
requirements, quality control and health concerns, regulatory compliance, regulation of the industry, public
safety issues, product recalls, damage to Goodfood’s reputation, social media, transportation disruptions,
storage and delivery of perishable foods, product liability, unionization activities, consolidation trends,
ownership and protection of intellectual property, evolving industry, reliance on management, fulfillment
centres and logistics channels, factors which may prevent realization of growth targets, general economic
conditions and disposable income levels, competition, availability and quality of raw materials,
environmental and employee health and safety regulations online security breaches and disruptions,
reliance on data centers, open source license compliance, operating risk and insurance coverage,
management of growth, limited number and scope of products, conflicts of interest, litigation, food costs
and availabilities, catastrophic events, risks associated with payments from customers and third parties,
being accused of infringing intellectual property rights of others, climate change and environmental risks,
failing to obtain or lose our certified B Corp status, as well as an inability to maintain high social responsibility
standards could lead to reputational damage and adversely affect our business and Environment, Social
and Governance (“ESG”) matters. This is not an exhaustive list of risks that may affect the Company’s
forward-looking statements. Other risks not presently known to the Company or that the Company believes
are not significant could also cause actual results to differ materially from those expressed in its forward-
looking statements. Although the forward-looking information contained herein is based upon what we
believe are reasonable assumptions, readers are cautioned against placing undue reliance on this
information since actual results may vary from the forward-looking information. Certain assumptions were
made in preparing the forward-looking information concerning the availability of capital resources, business
performance, market conditions, as well as customer demand.
Consequently, all of the forward-looking information contained herein is qualified by the foregoing
cautionary statements, and there can be no guarantee that the results or developments that we anticipate
will be realized or, even if substantially realized, that they will have the expected consequences or effects
on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise
indicates, the forward-looking information contained herein is provided as of the date hereof, and we do not
undertake to update or amend such forward-looking information whether as a result of new information,
future events or otherwise, except as may be required by applicable law.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
6 | P a g e
METRICS AND NON-IFRS FINANCIAL MEASURES
The table below defines metrics and non-IFRS financial measures used by the Company throughout this
MD&A. Non-IFRS financial measures do not have standardized definitions prescribed by IFRS and,
therefore, may not be comparable to similar measures presented by other companies. They are provided
as additional information to complement IFRS measures and to provide a further understanding of the
Company’s results of operations from our perspective. Accordingly, they should not be considered in
isolation nor as a substitute for analysis of our financial information reported under IFRS and should be
read in conjunction with the consolidated financial statements for the periods indicated.
In the first quarter of Fiscal 2024, the Company ceased the review of its total net (debt) cash and the total
net (debt) cash to total capitalization non-IFRS measures. The Company believes the measures no longer
represent the best measures used by the Company to assess cash flow profitability and financial leverage
considering that its debt balance was significantly reduced in the last year with its amended credit facilities.
In the fourth quarter of Fiscal 2024, the Company added the total net debt to adjusted EBITDA non-IFRS
measure to provide further information on its financial leverage in relation to its profit performance.
Furthermore, in Fiscal 2023, the Company added the free cash flow and adjusted free cash flow non-IFRS
measures to assess its financial strength and liquidity as well as to assess how much cash is generated
and available to invest in growth opportunities, to finance its ongoing operations and to service its debt.
These new measures are more closely related to the Company’s profitability.
Metrics
Definitions
Active
customers
An active customer is a customer that has placed an order within the last three months.
For greater certainty, an active customer is only accounted for once, although different
products and multiple orders might have been purchased within a quarter. While the
active customers metric is not an IFRS or non-IFRS financial measure, and, therefore,
does not appear in, and cannot be reconciled to a specific line item in the Company’s
consolidated financial statements, we believe that the active customers metric is a
useful metric for investors because it is indicative of potential future net sales. The
Company reports the number of active customers at the beginning and end of the
period, rounded to the nearest thousand.
Adjusted
gross profit
&
Adjusted
gross margin
Adjusted gross profit is defined as gross profit excluding the impact of the
discontinuance of products related to Goodfood On-Demand offering pursuant to the
Company’s costs saving initiatives. Adjusted gross margin is defined as the
percentage of adjusted gross profit to net sales. The Company uses adjusted gross
profit and adjusted gross margin to measure its performance from one period to the
next excluding the variation caused by the items described above. Adjusted gross
profit and adjusted gross margin are non-IFRS financial measures. We believe that
these metrics are useful measures of financial performance to assess how efficiently
the Company uses its resources to service its customers as well as to assess
underlying trends in our ongoing operations without the variations caused by the
impacts of strategic initiatives such as the items described above and facilitates the
comparison across reporting periods.
Please refer to the “Metrics and non-IFRS financial measures–reconciliation” section
of the MD&A for a reconciliation of these non-IFRS financial measures to the most
comparable IFRS financial measures.
EBITDA,
Adjusted
EBITDA
&
EBITDA is defined as net income or loss before net finance costs, depreciation and
amortization and income taxes. Adjusted EBITDA is defined as EBITDA excluding
share-based payments expense, the impact of the inventories write-downs due to the
discontinuance of products related to Goodfood On-Demand offering, impairment and
reversal of impairment of non-financial assets and reorganization and other related
(gains) costs pursuant to the Company’s costs saving initiatives as well as other costs
incurred in pursuit of acquisitions. Adjusted EBITDA margin is defined as the
percentage of adjusted EBITDA to net sales. EBITDA, adjusted EBITDA, and adjusted
EBITDA margin are non-IFRS financial measures. We believe that EBITDA, adjusted
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
7 | P a g e
Adjusted
EBITDA
margin
EBITDA, and adjusted EBITDA margin are useful measures of financial performance
to assess the Company’s ability to seize growth opportunities in a cost-effective
manner, to finance its ongoing operations and to service its debt. They also allow
comparisons between companies with different capital structures. We also believe that
these metrics are useful measures of financial performance to assess underlying
trends in our ongoing operations without the variations caused by the impacts of the
items described above and facilitates the comparison across reporting periods.
Please refer to the “Metrics and non-IFRS financial measures–reconciliation” section
of the MD&A for a reconciliation of these non-IFRS financial measures to the most
comparable IFRS financial measures.
Free cash flow
&
Adjusted free
cash flow
Free cash flow is defined as net cash provided by or used in operating activities less
additions to fixed assets and additions to intangible assets. This measure allows the
Company to assess its financial strength and liquidity as well as to assess how much
cash is generated and available to invest in growth opportunities, to finance its ongoing
operations and to service its debt. It also allows comparisons between companies with
different capital structures. Adjusted free cash flow is defined as free cash flow
excluding cash payments made to costs related to reorganization activities as well as
other costs incurred in pursuit of acquisitions. We believe that adjusted free cash flow
is a useful measure when comparing between companies with different capital
structures by removing variations caused by the impacts of the items described above.
We also believe that this metric is a useful measure of financial and liquidity
performance to assess underlying trends in our ongoing operations without the
variations caused by the impacts of the items described above and facilitates the
comparison across reporting periods.
Please refer to the “Metrics and non-IFRS financial measures–reconciliation” section
of the MD&A for a reconciliation of these non-IFRS financial measures to the most
comparable IFRS financial measures.
Total net debt
to adjusted
EBITDA (also
named net
leverage)
Total net debt to adjusted EBITDA is calculated as total net debt divided by the last
four quarters adjusted EBITDA. Total net debt consists of debt and the liability
component of the convertible debentures less cash and cash equivalents. We believe
that total net debt to adjusted EBITDA is a useful metric to assess its ability to manage
debt and liquidity.
Please refer to the “Liquidity and Capital Resources” section of the MD&A for a
reconciliation of this non-IFRS financial measure to the most comparable IFRS
financial measures.
COMPANY OVERVIEW
WHO WE ARE AND OUR VISION
Goodfood (TSX: FOOD) is a leading digitally native meal solutions brand in Canada, delivering fresh meals
and add-ons that make it easy for customers from across Canada to enjoy delicious meals at home every
day. The Goodfood team is building Canada’s most loved millennial food brand, with the mission to create
experiences that spark joy and help our community live longer on a healthier planet. Goodfood customers
have access to uniquely fresh and delicious products, as well as exclusive pricing, made possible by its
world-class culinary team and direct-to-consumer infrastructures and technology. Goodfood is passionate
about connecting its partner farms and suppliers to its customers’ kitchens while eliminating food waste and
costly retail overhead.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
8 | P a g e
OUR OPERATIONS
The Company’s main production facility and administrative offices are based in Montreal, Québec with
additional locations in the provinces of Ontario and Alberta.
Together, our Montreal and Calgary facilities serve the whole of Canada, aligned with our go-forward
strategy centered around building the Goodfood brand through our weekly meal plans and add-ons
nationally, providing Goodfood branded grocery and ready-to-eat products, as well as increasing flexibility
and access to our products over time.
The following table provides a summary of our operating locations as at November 26, 2024:
Total number
of locations
Administrative
offices
Manufacturing
centres
Fulfillment
facilities
Greater Montreal Area
(Québec)
1
X
X
X
Greater Toronto Area
(Ontario)
2
X
X
Calgary (Alberta)
1
X
X
FINANCIAL OUTLOOK
Goodfood’s core purpose is to create experiences that spark joy and help our community live longer on a
healthier planet. As a food brand with a strong following from Canadians coast to coast, we are focused on
growing the Goodfood brand through our meal solutions including meal kits and prepared meals, with a
range of exciting Goodfood branded add-ons to complete a unique food experience for customers.
We believe there is runway for additional penetration of meal kits into Canadian households, as evidenced
by 2024 industry research estimating Canadian meal kit household penetration to reach 4.2% by 2029 (up
from current 3.5%), implying a compound annual gross rate (CAGR) in the high single digit percentage
points through 2029 (See Goodfood’s 2024 Annual Information Form for additional information and details).
Before scaling our efforts to endeavour to capture an outsized share of the Canadian meal solutions market,
our focus has been and continues to be on further improving and growing cash flows. We are pleased to
have now reported seven consecutive quarters of positive adjusted EBITDA1, which on a last four quarters
basis amounts to $9.1 million. The substantial rise in adjusted EBITDA1 has led to significant adjusted free
cash flow1 improvement which has now been positive in four of our last six quarters. These results help
position Goodfood to fund its growth with internally generated cash flows.
To grow our customer base, we first aimed to build customer acquisition cost efficiencies. We have also
made and continue to make investments in our digital product to elevate the customer experience by
reducing friction and enhancing ease of use. Combined with reactivations of previous Goodfood members,
these initiatives have driven a double-digit percentage reduction of our customer acquisition costs year-
over-year and improved the profitability and unit economics of customers.
To capture more of Canadian’s food wallet, we have increasingly enhanced product variety as a driver of
order frequency. In addition to launching our VIP program, which rewards high-frequency customers, we
have increased the diversity of our recipe and ingredient offering to provide additional choices to enhance
order rate. With a focus on Better-for-You products like organic chicken breasts, organic lean ground beef,
bison, sustainably raised steelhead trout, ground turkey and paleo and keto meals, combined with exciting
partnerships with first-rate restaurants and chefs, we plan on offering a growing and mouth-watering
1 Please refer to the “Metrics and Non-IFRS Financial Measures” section of this MD&A for corresponding definitions.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
9 | P a g e
selection to customers to drive consistently increasing order frequency. Also, to capture customers
increasingly looking for value, we have launched a new set of Value Meals starting at $9.99 a portion and
we are testing various plan adjustments to attract a broader set of customers to our delicious meals.
Still, the dollar-value of the baskets our customers are building is also increasing and we are building a
differentiated set of meal kits, ready-to-eat meals and grocery add-ons to provide Canadians with an
exciting online meal solutions option and increasingly capture a larger share of their food wallet. In addition,
we have provided and continue to provide more choice of proteins to our customers, with the launch of
upsells and customization within our meal-kit recipes allowing customers to swap or double the proteins
included in their chosen recipes. With these initiatives, we aim to provide customers with an array of options
to easily make their meals better and their baskets bigger.
We are also continuously looking to enhance our sustainability initiatives by prioritizing planet-friendly
options. Not only do we offer perfectly portioned ingredients to reduce food waste, we also constantly look
to simplify our supply chain by removing middlemen from farm to kitchen table. This year, we are also
aiming to offset carbon emissions on deliveries and introducing packaging innovations that have helped us
to remove the equivalent of 2.4 million plastic bags annually from our deliveries. Our goal is clear, build a
business that helps our customers live healthier lives on a healthier planet. (See Goodfood’s 2024 Annual
Information Form for additional information and details on Goodfood’s partnership with Carbonzero and its
Fiscal 2023 Greenhouse Gas Emissions Inventory).
In addition to focusing on these key pillars of top-line growth, we are increasingly considering various other
growth avenues, including acquisitions.
Our strategic execution to drive profitability and cash flows continues to position us for growth and
profitability, underpinned by consistent improvement in adjusted EBITDA1 and cash flows. Coupled with our
unrelenting focus on nurturing our customer relationships, profitable growth remains our top priority. The
Goodfood team is fully focused on building and growing Canada’s most loved millennial food brand.
FISCAL 2024 AT A GLANCE
New Credit Facility
On December 1, 2023, the Company announced it reached an agreement for an extension of its credit
facilities with Desjardins Capital Markets and Investissement Québec. The facilities provides bank financing
totalling $4.8 million consisting of a $2.1 million term loan, a $1.3 million revolving credit facility, and
$1.4 million in additional short-term financing. The facilities mature in November 2024. Please refer to the
“Debt” sub-section of the “Liquidity and capital resources” section of this MD&A.
New Partnerships
Starting Fiscal 2024, to demonstrate Goodfood’s commitment to delivering high-quality meals to
consumers, providing them with an elevated dining experience, the Company will have limited-time only
partnerships. The following describes those put in place up to now.
The Company partnered with iconic east coast restaurant, The Bicycle Thief, to bring Canadians exclusive
meal-kits developed in collaboration with their chefs for a limited-time.
Just in time for the Valentine’s Day period, the Company coupled up with Bumble, the women-first dating
and social networking app built on the importance of equitable relationships, to help Canadians spice up
their winter dating routines with its newly released 3rd Date Meal-Kit series.
In addition, the Company has partnered up with several chefs and food influencers, such as Laurent
Dagenais, to create mouth-watering meal-kits offered to its customers for a limited-time.
1 Please refer to the “Metrics and Non-IFRS Financial Measures” section of this MD&A for corresponding definitions.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
10 | P a g e
METRICS AND NON-IFRS FINANCIAL MEASURES–RECONCILIATION
We present certain metrics to assist investors in better understanding our performance, including metrics
which are not measures recognized by IFRS. Definitions of these non-IFRS financial measures are provided
in the “Metrics and Non-IFRS Financial Measures” section at the beginning of this MD&A and are important
metrics to be considered when analyzing our performance.
ACTIVE CUSTOMERS
For the 14 and 13 weeks ended For the 53 and 52 weeks ended
September 7,
2024
September 2,
2023
September 7,
2024
September 2,
2023
Active customers, beginning of
period
105,000
119,000
116,000
157,000
Net change in active customers
(4,000)
(3,000)
(15,000)
(41,000)
Active customers, end of period
101,000
116,000
101,000
116,000
Active customers remained relatively flat for the 14 weeks ended September 7, 2024, with a slight decrease
of 4,000 active customers. The slight decrease is mainly the result of seasonality during the summer months
as customers tend to spend less time cooking in their kitchen. A similar decrease was noted during the
same quarter last year. For the 53 weeks ended September 7, 2024, active customers displayed increasing
stability with a 15,000 reduction, a 26,000 improvement compared to a loss of active customers during
Fiscal 2023.
ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN
The reconciliation of gross profit to adjusted gross profit and adjusted gross margin is as follows:
(In thousands of Canadian dollars, except percentage information)
For the 14 and 13 weeks
ended
For the 53 and 52 weeks
ended
September 7,
2024
September 2,
2023
September 7,
2024
September 2,
2023
Gross profit
$
12,991
$
14,221
$
62,978
$
65,380
Discontinuance of products
related to on-demand offering
–
–
–
1,273
Adjusted gross profit
$
12,991
$
14,221
$
62,978
$
66,653
Net sales
$
34,063
$
37,228
$
152,838
$
168,558
Gross margin
38.1%
38.2%
41.2%
38.8%
Adjusted gross margin (%)
38.1%
38.2%
41.2%
39.5%
For the 14 weeks ended September 7, 2024, adjusted gross profit decreased by $1.2 million while adjusted
gross margin remained flat with a narrow decrease of 0.1 percentage points compared to the same quarter
last year. The slight change in adjusted gross margin is explained by an increase in credits and incentives
as a percentage of net sales mostly offset by operational efficiencies driving lower production costs resulting
from lower production labour and packaging costs as well as pricing optimization.
For the 53 weeks ended September 7, 2024, the adjusted gross profit decreased by $3.7 million primarily
due to a decrease in net sales partially offset by lower cost of goods sold mainly in food costs, production
and fulfillment costs. The increase in adjusted gross margin of 1.7 percentage points can be explained by
lower production labour costs, food costs and shipping costs driven mainly by production efficiencies, lower
last-mile shipping costs as well as pricing optimization. This improvement was partially offset by an increase
in credits and incentives as a percentage of net sales.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
11 | P a g e
EBITDA, ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
The reconciliation of net loss to EBITDA, adjusted EBITDA and adjusted EBITDA margin is as follows:
(In thousands of Canadian dollars, except percentage information)
For the 14 and 13 weeks ended
For the 53 and 52 weeks ended
September 7,
2024
September 2,
2023
September 7,
2024
September 2,
2023
Net loss
$
(3,160)
$
(3,689)
$
(3,433)
$
(16,463)
Net finance costs
1,476
1,299
5,514
5,668
Depreciation and amortization
1,879
2,006
7,381
10,837
Deferred income tax recovery
–
–
–
(61)
EBITDA
$
195
$
(384)
$
9,462
$
(19)
Share-based payments
expense
231
278
879
3,909
Discontinuance of products
related to on-demand offering
–
–
–
1,273
Reorganization and other
related costs (gains)
34
812
(1,327)
(468)
Other costs
49
–
49
–
Adjusted EBITDA
$
509
$
706
$
9,063
$
4,695
Net sales
$
34,063
$
37,228
$
152,838
$
168,558
Adjusted EBITDA margin (%)
1.5%
1.9%
5.9%
2.8%
For the 14 weeks ended September 7, 2024, adjusted EBITDA margin decreased by 0.4 percentage points
compared to the same quarter last year mainly driven by lower net sales mostly offset by lower general and
administrative expenses as a percentage of net sales. Overall, Adjusted EBITDA decreased by $0.2 million
this quarter compared to the same quarter last year.
For the 53 weeks ended September 7, 2024, adjusted EBITDA margin improved by 3.1 percentage points
compared to the corresponding period in 2023 mainly driven by stronger adjusted gross margin as well as
lower selling, general and administrative expenses as a percentage of net sales as a result of the
Company’s cost savings measures which reduced wages and salaries, utilities, maintenance and software
expenses. This improvement was partially offset by lower net sales. Overall, Adjusted EBITDA increased
by $4.4 million for the 53 weeks ended September 7, 2024, compared to the same period last year.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
12 | P a g e
FREE CASH FLOW AND ADJUSTED FREE CASH FLOW
The reconciliation of net cash flows from operating activities to free cash flow and adjusted free cash flow
is as follows:
(In thousands of Canadian dollars)
For the 14 and 13 weeks
ended
For the 53 and 52 weeks
ended
September 7,
2024
September 2,
2023
September 7,
2024
September 2,
2023
Net cash (used in) provided by
operating activities
$
(932)
$
(1,958)
$
7,494
$
(9,350)
Additions to fixed assets
(5)
(18)
(49)
(716)
Additions to intangible assets
(165)
(197)
(578)
(1,019)
Free cash flow
$
(1,102)
$
(2,173)
$
6,867
$
(11,085)
Payments related to
discontinuance of products
related to on-demand offering
–
7
–
319
Payments made to reorganization
and other related costs
–
1,047
736
6,275
Adjusted free cash flow
$
(1,102)
$
(1,119)
$
7,603
$
(4,491)
For the 14 weeks ended September 7, 2024, adjusted free cash flow remained flat compared to the same
period last year mainly driven by lower net loss after non-cash items and reorganization and other related
costs.
For the 53 weeks ended September 7, 2024, adjusted free cash flow was $7.6 million compared to negative
$4.5 million in the same period last year. This is an improvement of $12.1 million compared to the
corresponding period in 2023 mainly driven by improved profitability through lower net loss as a result of
improved adjusted gross margin and lower selling, general and administrative expenses. The improvement
can also be explained by a favorable change in non-cash working capital due to a positive change in
accounts and other receivables due to timing of government refunds as well as in accounts payable and
accrued liabilities resulting from timing of supplier payments.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
13 | P a g e
RESULTS OF OPERATIONS–FISCAL 2024 AND 2023
The following table sets forth the components of the Company’s consolidated statement of loss and
comprehensive loss:
(In thousands of Canadian dollars, except per share and percentage information)
For the 53 and 52 week periods
ended
September 7,
2024
September 2,
2023
($)
(%)
Net sales
$
152,838
$
168,558
$ (15,720)
(9)%
Cost of goods sold
89,860
103,178
(13,318)
(13)%
Gross profit
$
62,978
$
65,380
$
(2,402)
(4)%
Gross margin
41.2%
38.8%
N/A
2.4 p.p.
Selling, general and administrative
expenses
54,843
65,867
(11,024)
(17)%
Depreciation and amortization
7,381
10,837
(3,456)
(32)%
Reorganization and other related net
gains
(1,327)
(468)
(859)
184%
Net finance costs
5,514
5,668
(154)
(3)%
Loss before income taxes
$
(3,433)
$
(16,524)
$
13,091
(79)%
Deferred income tax recovery
–
(61)
61
(100)%
Net loss, being comprehensive loss
$
(3,433)
$
(16,463)
$
13,030
(79)%
Basic and diluted loss per share
$
(0.05)
$
(0.22)
$
0.17
(77)%
VARIANCE ANALYSIS FOR FISCAL 2024 COMPARED TO FISCAL 2023
•
The decrease in net sales is primarily driven by a decrease in the number of active customers, as
we continue to focus on attracting and retaining customers that provide higher gross margins and
by changing customer behaviours. This decrease is partially offset by an increase in average
basket size as a result of more portions being added per order and pricing optimizations, increased
variety in the meal-kit offering as well as the additional week of operations. This net sales decrease
is also explained by the Company’s decision to discontinue its on-demand offering in Fiscal 2023.
•
The decrease in gross profit primarily resulted from a decrease in net sales as well as higher credit
and incentives as a percentage of net sales partially offset by lower food, production and fulfilment
costs driven by improved inventory management reducing waste, lower production labour cost and
lower packaging and shipping costs. Gross margin increased mainly due to operational efficiencies
driving lower food, production and fulfilment costs, as well as pricing optimization, partially offset
by an increase in credits and incentives as a percentage of net sales.
•
The decrease in selling, general and administrative expenses is primarily due to lower wages and
salaries, marketing spend, software expenses, audit fees, utilities, maintenance and insurance
expenses driven primarily by the Company’s costs saving initiatives. The decrease was partially
offset by the additional week of operations. Selling, general and administrative expenses as a
percentage of net sales decreased from 39.1% to 35.9% even with lower net sales.
•
The decrease in depreciation and amortization expense is mainly due to the reduction in right-of-
use assets following exiting facilities as part of the Company’s costs reduction initiatives as well as
the derecognition of a right-of-use asset and fixed assets pursuant to a sublease agreement and
depreciation.
•
The increase in reorganization and other related net gains is primarily explained by the net gain on
reversal of impairment resulting from a sublease agreement concluded in Fiscal 2024.
•
The decrease in net finance costs is mainly due to lower interest expense on lease obligations in
relation to the Company’s costs saving, lower interest on debt as a result of a lower debt balance
as well as lower debt renewal fees in Fiscal 2024 partially offset by higher interest expense on
debentures in relation to the Company’s $30 million convertible debentures issued in February
2023.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
14 | P a g e
•
The decrease in net loss is mainly due to lower wages and salaries in cost of goods sold and in
selling, general and administrative expenses as well as lower depreciation and amortization, lower
food costs, marketing spend and audit fees, utilities, maintenance and insurance expenses partially
offset by a lower sales base.
RESULTS OF OPERATIONS–FOURTH QUARTER OF FISCAL 2024 AND 2023
The following table sets forth the components of the Company’s consolidated statement of loss and
comprehensive loss:
(In thousands of Canadian dollars, except per share and percentage information)
For the 14 and 13 weeks periods
ended
September
7, 2024
September 2,
2023
($)
(%)
Net sales
$
34,063
$
37,228
$ (3,165)
(9)%
Cost of goods sold
21,072
23,007
(1,935)
(8)%
Gross profit
$
12,991
$
14,221
$ (1,230)
(9)%
Gross margin
38.1%
38.2%
N/A
(0.1)
p.p.
Selling, general and administrative
expenses
12,762
13,793
(1,031)
(7)%
Depreciation and amortization
1,879
2,006
(127)
(6)%
Reorganization and other related costs
34
812
(778)
(96)%
Net finance costs
1,476
1,299
177
14%
Net loss, being comprehensive loss
$
(3,160)
$
(3,689)
$
529
(14)%
Basic and diluted loss per share
$
(0.05)
$
(0.05)
$
–
N/A
VARIANCE ANALYSIS FOR THE FOURTH QUARTER OF 2024 COMPARED TO FOURTH QUARTER
OF 2023
•
The decrease in net sales is primarily driven by the decrease in the number of active customers, as we
continue to focus on customers providing stronger unit economics, as well as an increase in credits
and incentives. This decrease was partially offset by an increase in average basket size as a result of
more portions being added per order, pricing optimizations and increased variety in the meal-kit offering
as well as the additional week of operations.
•
The decrease in gross profit is driven mainly by a decrease in net sales as well as higher credit and
incentives as a percentage of net sales mostly offset by lower production costs as a result of lower
labour and food costs. Gross margin remained flat compared to the same quarter last year.
•
The decrease in selling, general and administrative expenses is primarily due to lower wages and
salaries, software expenses and marketing spend driven primarily by the Company’s costs saving
initiatives. In addition, this decrease was partially offset by an additional week of operations. Selling,
general and administrative expenses as a percentage of net sales increased from 37.1% to 37.5%.
•
The decrease in reorganization and other related costs is explained by the finalization of the Company’s
cost saving initiatives during Fiscal 2023.
•
The slight improvement in net loss is mainly the result of lower wages and salaries in cost of goods
sold and selling, general and administrative expenses as well as operational efficiencies reducing
production and fulfilment costs. This improvement can also be explained by lower reorganization and
other related costs mostly offset by a lower net sales base.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
15 | P a g e
FINANCIAL POSITION
The following table provides the main variances in the Company’s consolidated statement of financial
position:
(In thousands of Canadian dollars)
As at
September 7,
2024
September 2,
2023
Variance
Main Components
Cash and cash
equivalents
$
24,010
$
24,925
$
(915)
Mainly due to partial
repayment of the debt
upon
debt
facility
amendment
and
quarterly
repayments
partially
offset
by
improved
cash
flows
from operations mainly
through improved net
loss and working capital
Accounts and other
receivables
2,178
4,136
(1,958)
Mainly due to timing of
governmental refunds
Fixed assets
7,655
11,026
(3,371)
Mainly
due
to
depreciation
and
the
derecognition of fixed
assets pursuant to a
sublease agreement
Right-of-use assets
9,573
10,986
(1,413)
Mainly
due
to
the
derecognition of a right-
of-use asset pursuant to
a sublease agreement
and depreciation partially
offset
by
new
and
modified leases
Lease receivable
3,042
–
3,042
Due
to
a
sublease
agreement
Accounts payable and
accrued liabilities
14,903
17,993
(3,090)
Mainly
due
to
lower
expenses and timing of
supplier payments
Current portion of long-
term debt (1)
1,138
4,036
(2,898)
Due to repayment of debt
upon
reaching
an
agreement to amend the
credit agreement and
quarterly repayments
Convertible debentures,
liability component,
including current portion (2)
45,405
41,752
3,653
Due to accretion interest
(1)
Please refer to “Capital Management” sub-section of the “Liquidity and Capital Resources” section of this MD&A
for repayment details.
(2)
Please refer to “Convertible Debentures” sub-section of the “Liquidity and Capital Resources” section of this MD&A
for repayment details.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
16 | P a g e
LIQUIDITY AND CAPITAL RESOURCES
This section examines the Company’s sources of capital structure, liquidity and various financial
instruments, including its debt instruments.
CAPITAL STRUCTURE
(In thousands of Canadian dollars, except ratio information)
September 7,
2024
September 2,
2023
Debt
$
1,138
$
4,036
Convertible debentures, liability component, including current
portion
45,405
41,752
Total debt
$
46,543
$
45,788
Cash and cash equivalents
24,010
24,925
Total net debt
$
22,533
$
20,863
Adjusted EBITDA (last four quarters) (1)
$
9,063
$
4,695
Total net debt to adjusted EBITDA (1)
2.49
4.44
(1)
For the definition of these Non-IFRS financial measures, please refer to the “Metrics and Non-IFRS Financial
Measures” section of this MD&A.
Goodfood’s total net debt increased by $1.7 million and its total net debt to adjusted EBITDA ratio was 2.49,
compared to 4.44 last year. This improvement is mainly explained by the Company’s stronger 12 months
results.
CAPITAL MANAGEMENT
The Company’s objective in managing its capital structure is to ensure a sufficient liquidity position to
finance its operations and growth and to deliver competitive returns on invested capital. The Company has
generated positive cash flows from operations and free cash flow in Fiscal 2024, providing a base for capital
structure flexibility to fund its operations and capital expenditures. In addition, the Company has relied on
short-term or long-term debt, public and private placements of equity securities as well as convertible
debentures.
In the first quarter of Fiscal 2024, the Company reached an agreement to amend and extend the syndicated
credit agreement with certain of its existing lenders providing bank financing of $4.8 million. The facilities
include a $2.1 million term loan, a $1.3 million revolving credit facility, and $1.4 million in additional short-
term financing and come to maturity at the end of November 2024. The facilities feature similar financial
conditions to the existing credit agreement, with which the Company is in compliance.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
17 | P a g e
CASH FLOWS
A summary of net cash flows by activity for the 53 and 52 weeks ended September 7, 2024, and September
2, 2023 is presented below:
(In thousands of Canadian dollars)
For the 53 and 52 weeks ended
September 7,
2024
September 2,
2023
Variance
Cash flows provided by (used in) operations,
excluding change in non-cash operating
working capital
$
8,678
$
(3,212)
$
11,890
Change in non-cash operating working capital
(1,184)
(6,138)
4,954
Net cash flows provided by (used in) operating
activities
$
7,494
$
(9,350)
$
16,844
Net cash flows provided by investing activities
773
1,960
(1,187)
Net cash flows used in financing activities
(9,182)
(4,570)
(4,612)
Net change in cash and cash equivalents
$
(915)
$
(11,960)
$
11,045
Cash and cash equivalents, beginning of
period
24,925
36,885
(11,960)
Cash and cash equivalents, end of period
$
24,010
$
24,925
$
(915)
Net cash flows provided by operating activities were $7.5 million compared to net cash flows used in
operating activities of $9.4 million. This is an improvement of $16.8 million compared to the same period
last year primarily due to lower net loss before adjustments for non-cash items compared to Fiscal 2023.
This improvement can also be explained by a favorable change in non-cash operating working capital due
to a positive change in accounts payable and accrued liabilities resulting from lower supplier payments
during Fiscal 2024.
Net cash flows provided by investing activities decreased by $1.2 million compared to the same period last
year primarily due to proceeds on disposal of non-financial assets received in Fiscal 2023 partially offset
by lower investments made in fixed assets and intangible assets projects during Fiscal 2024 as well as
higher interest receivable mainly from a new sublease agreement and other interest received during Fiscal
2024.
Net cash flows used in financing activities increased by $4.6 million compared to the same period last year
primarily due to proceeds from issuance of convertible debentures in Fiscal 2023. The increase was partially
offset by lower debt repayment and lower interest paid on debt attributed a lower debt balance in Fiscal
2024 and lower lease payments in Fiscal 2024, including interest paid, following exiting facilities as part of
the Company’s costs reduction initiatives in Fiscal 2023.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
18 | P a g e
A summary of net cash flows by activity for the 14 and 13 weeks ended September 7, 2024 and September
2, 2023 is presented below:
(In thousands of Canadian dollars)
For the 14 and 13 weeks ended
September 7,
2024
September 2,
2023
Variance
Cash flows provided by operations, excluding
change in non-cash operating working capital
$
408
$
121
$
287
Change in non-cash operating working capital
(1,340)
(2,079)
739
Net cash flows used in operating activities
$
(932)
$
(1,958)
$
1,026
Net cash flows provided by investing activities
391
53
338
Net cash flows used in financing activities
(1,650)
(1,538)
(112)
Net change in cash and cash equivalents
$
(2,191)
$
(3,443)
$
1,252
Cash and cash equivalents, beginning of
period
26,201
28,368
(2,167)
Cash and cash equivalents, end of period
$
24,010
$
24,925
$
(915)
Net cash flows used in operating activities improved by $1.0 million for the fourth quarter of 2024 compared
to the same quarter last year primarily due to a favorable change in non-cash working capital as a result of
a favorable change in deferred revenue and lower net loss before non-cash expenses.
Net cash flows provided by investing activities increased by $0.4 million compared to the same quarter last
year mainly due to a higher interest received as a result of a new sublease agreement as well as other
interest received in the fourth quarter of Fiscal 2024.
Net cash flows used in financing activities decreased by $0.1 million compared to the same quarter last
year primarily due to higher lease payments due timing of payments, as a result of an additional week of
operations in Fiscal 2024.
DEBT
During the first quarter of Fiscal 2024, the Company reached an agreement to amend and extend the
syndicated credit agreement with its existing lenders providing bank financing of $4.8 million. The facilities
include a $2.1 million term loan, a $1.3 million revolving credit facility, and $1.4 million in additional short-
term financing. The facilities bear variable interest rates of prime rate plus 3.00% and mature in November
2024. The term loan is repayable in quarterly installments of $0.3 million with a bullet repayment of the
balance of $0.8 million at the end of the term in November 2024. As at September 7, 2024, no amount was
drawn from the revolving facility. The total drawn credit facility is presented as a current liability.
CONVERTIBLE DEBENTURES
2028 Debentures
On February 6, 2023, the Company issued 12,675 convertible unsecured subordinated debentures (the
“2028 Debentures”) at a price of $1,000 per Debenture for gross proceeds of $12.7 million. The 2028
Debentures mature on February 6, 2028 (the “Maturity Date”) and bear a fixed interest rate of 12.5% per
annum. The interest portion for the period commencing on the issuance date and ending in February 2025
will be capitalized semi-annually and convertible at a price equal to the volume weighted average trading
price of the Common Shares on the TSX for the five (5) consecutive trading days ending on the date on
which such interest portion becomes due, plus a premium of 50%. Commencing on February 6, 2025 and
until the Maturity Date, the interest portion will be payable semi-annually in cash in arrears on February 6
and August 6 of each year. Factoring in the 2028 Debentures issuance costs, the effective interest rate on
the Debentures is 13.5%.
The 2028 Debentures are convertible into common shares of the Company at the option of the holder at
any time prior to the close of business on the earlier of the last business day immediately preceding the
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
19 | P a g e
Maturity Date and the last business day immediately preceding the date specified for redemption by the
Company at a price of $0.75 (the “Conversion Price”) per common share.
As of February 6, 2026, Goodfood may repurchase the non-converted portion of a 2028 Debenture at an
amount of the principal and accrued interest plus an amount providing the holder with an internal rate of
return (IRR) equal to 18% for the period during which such Debenture will have been outstanding. The
holders may require a repurchase on the same terms upon a change of control of the Company.
The 2028 Debentures are direct, subordinated unsecured obligations of the Company, subordinated to any
senior indebtedness of the Company, including the Company’s credit facility, and ranking equally with one
another and with all other existing and future subordinated unsecured indebtedness of the Company to the
extent subordinated on the same terms. The Company used the net proceeds from the Offering to complete
its costs saving initiatives and for general corporate purposes.
In connection with the issuance of the 2028 Debentures, 2,425 Debentures were purchased by the Board
members and key management personnel at a price of $1,000 per Debenture. These transactions were
recorded at the amount of consideration paid as established and agreed to by the related parties.
As at September 7, 2024, 12,675 of 2028 Debentures (September 2, 2023 – 12,675) were outstanding at
a price of $1,000 per Debenture.
2027 Debentures
On February 11, 2022, the Company issued 30,000 convertible unsecured subordinated debentures (the
“2027 Debentures”) at a price of $1,000 per Debenture for gross proceeds of $30 million. The Debentures
mature on March 31, 2027 and bear a fixed interest rate of 5.75% per annum, payable semi-annually in
arrears on March 31 and September 30 of each year, commencing September 30, 2022. Factoring in the
2027 Debentures issuance costs, the effective interest rate on the 2027 Debentures is 12.6%.
The 2027 Debentures are convertible into common shares of the Company at the option of the holder at
any time prior to the close of business on the earlier of the last business day immediately preceding the
Maturity Date and the last business day immediately preceding the date specified for redemption by the
Company at a conversion price of $4.60 (the "Conversion Price") per common share.
On or after March 31, 2025, and prior to March 31, 2026, provided that the volume weighted average trading
price of the Company’s common shares on the TSX for the 20 consecutive trading days preceding the date
on which the notice of redemption is given is not less than 125% of the Conversion Price, the 2027
Debentures may be redeemed in whole or in part at the option of the Company at a price equal to the
principal amount thereof plus accrued and unpaid interest. On or after March 31, 2026, and prior to the
Maturity Date, the 2027 Debentures may be redeemed in whole or in part at the option of the Company at
a price equal to their principal amount plus accrued and unpaid interest.
In the event of a change in control, the Company will be required to make a payment to the holders of the
2027 Debentures in accordance with the make-whole premium provisions set forth by the indenture of the
2027 Debentures.
As at September 7, 2024, 29,046 of 2027 Debentures (September 2, 2023 – 29,046) were outstanding at
a price of $1,000 per Debenture.
2025 Debentures
On February 26, 2020, the Company issued 30,000 convertible unsecured subordinated debentures (the
"Debentures") at a price of $1,000 per Debenture for gross proceeds of $30 million. The Debentures mature
on March 31, 2025 (the "Maturity Date") and bear a fixed interest rate of 5.75% per annum, payable semi-
annually in arrears on March 31 and September 30 of each year, which commenced on
September 30, 2020. Factoring in the Debentures issuance costs, the effective interest rate on the
Debentures is 11.76%.
The Debentures are convertible into common shares of the Company at the option of the holder at any time
prior to the close of business on the earlier of the last business day immediately preceding the Maturity
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
20 | P a g e
Date and the last business day immediately preceding the date specified for redemption by the Company
at a price of $4.70 (the "Conversion Price") per common share.
On or after March 31, 2023, and prior to March 31, 2024, provided that the volume weighted average trading
price of the Company’s common shares on the TSX for the 20 consecutive trading days preceding the date
on which the notice of redemption is given is not less than 125% of the Conversion Price, the Debentures
may be redeemed in whole or in part at the option of the Company at a price equal to the principal amount
thereof plus accrued and unpaid interest. On or after March 31, 2024, and prior to the Maturity Date, the
Debentures may be redeemed in whole or in part at the option of the Company at a price equal to their
principal amount plus accrued and unpaid interest.
In the event of a change in control, the Company will be required to make a payment to the holders of the
Debentures in accordance with the make-whole premium provisions set forth by the indenture of the
Debentures.
As at September 7, 2024, 6,232 of 2025 Debentures (September 2, 2023 – 6,232) were outstanding at a
price of $1,000 per Debenture.
COMMON SHARES
Transactions that took place during the 14 and 53 weeks ended September 7, 2024, were as follows:
•
No stock options were exercised;
•
219,410 and 994,992 restricted share units vested and the same number of common shares were
issued;
•
14,123 and 34,889 employee share purchases vested and the same number of common shares
were issued; and
•
Nil Debentures were converted into common shares.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
21 | P a g e
SELECTED QUARTERLY FINANCIAL INFORMATION
The table below presents selected quarterly financial information for the last eight fiscal quarters:
(In thousands of Canadian dollars, except active customers and per share and percentage information)
Fiscal 2024
Fiscal
2023
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Active customers (1)
101,000
105,000
117,000
124,000
116,000
119,000
124,000
148,000
Net sales
$ 34,063 $ 38,561 $ 39,755 $ 40,459 $
37,228 $
42,139 $ 42,043
$ 47,148
Gross profit
12,991
16,949
17,109
15,929
14,221
17,286
17,114
16,759
Gross margin
38.1%
44.0%
43.0%
39.4%
38.2%
41.0%
40.7%
35.5%
Discontinuance of
products related to
on-demand offering
–
–
–
–
–
(1)
631
643
Adjusted gross
profit (1)
12,991
16,949
17,109
15,929
14,221
17,285
17,745
17,402
Adjusted gross
margin (1)
38.1%
44.0%
43.0%
39.4%
38.2%
41.0%
42.2%
36.9%
Net (loss) income
$ (3,160)$
307 $
1,393 $
(1,973) $
(3,689) $
(1,164) $
98
$ (11,708)
Net finance costs
1,476
1,213
1,369
1,456
1,299
1,329
1,470
1,570
Depreciation and
amortization
1,879
1,729
1,818
1,955
2,006
2,206
2,856
3,769
Deferred income tax
(recovery) expense
–
–
–
–
–
–
(72)
11
EBITDA (1)
195 $
3,249 $
4,580 $
1,438 $
(384) $
2,371 $
4,352
$
(6,358)
Share-based payments
231
310
325
13
278
544
794
2,293
Discontinuance of
products related to
on-demand offering
–
–
–
–
–
(1)
631
643
Reorganization and
other related costs
(gains)
34
–
(1,364)
3
812
370
(2,769)
1,119
Other costs
49
–
–
–
–
–
–
–
Adjusted EBITDA (1)
$ 509 $
3,559 $
3,541 $
1,454 $
706 $
3,284 $
3,008
$
(2,303)
Adjusted EBITDA
margin (1)
1.5%
9.2%
8.9%
3.6%
1.9%
7.8%
7.2%
(4.9)%
Basic and diluted (loss)
income per share
(0.05) $
– $
0.02 $
(0.03) $
(0.05) $
(0.02) $
–
$
(0.16)
Quarter-over-quarter variations in net sales were caused by the various factors including the following:
-
the shutdown of the on-demand grocery offering in early Fiscal 2023;
-
the effect of seasonality is the strongest in the second quarter due to the winter holidays and the
fourth quarter due to summer months, when the number of active customers and order rate trend
lower;
-
impacts of post-COVID-19 and economic conditions which led to a shift in customer ordering
behaviors;
-
marketing campaigns and customer incentives;
-
fluctuations in inflation.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
22 | P a g e
Quarter-over-quarter variations in net (loss) income were caused by the various factors including the
following:
-
the shutdown of the on-demand grocery offering in early Fiscal 2023;
-
the effect seasonality which is the strongest in the fourth quarter due to summer months and the
second quarter due to the winter holidays, when the number of active customers and order rate
trend lower and can result in lower operating margins;
-
impacts of COVID-19 and post-pandemic economic conditions which led to inflationary pressures
partially offset by increase in basket prices;
-
marketing campaigns and customer incentives;
-
cost-saving measures adopted led to a reduction in headcount and operating efficiencies in its
gross profit and selling, general and administrative expenditures as well as additional
reorganization and impairment charges completed in Fiscal 2023.
TRENDS AND SEASONALITY
The Company’s net sales and expenses are impacted by seasonality. During the winter holiday season and
the summer season, the Company anticipates net sales to be lower as a higher proportion of customers
elect to skip their delivery. The Company generally anticipates the number of active customers to be lower
during these periods. During periods with significantly colder or warmer weather, the Company anticipates
packaging costs to be higher due to the additional packaging required to maintain food freshness and
quality.
FINANCIAL RISK MANAGEMENT
CREDIT RISK
Credit risk is the risk of an unexpected loss if a counterparty to a financial instrument fails to meet its
contractual obligation. The Company regularly monitors credit risk exposure and takes steps to mitigate the
likelihood of this exposure resulting in losses. The Company’s exposure to credit risk is primarily attributable
to its cash and cash equivalents, accounts and other receivables and lease receivable. The majority of the
Company’s net sales are paid prior to delivery and therefore the main credit exposure to net sales is with
respect to the payment processor. The Company’s maximum credit exposure corresponds to the carrying
amount of these financial assets. Management believes the credit risk is limited given that the Company
deals with major North American financial institutions and an internationally established payment processor.
INTEREST RATE RISK
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due
to changes in market interest rates. The Company’s debt and revolving facility bear interest at variable rates
which are determined by a base rate set by the lender plus a margin. As a result, the Company is exposed
to interest rate cash flow risk due to fluctuations in lenders’ base rates. As interest rates on Debentures are
fixed, the Company is not exposed to interest rate risk on those instruments.
LIQUIDITY RISK
Liquidity risk is the risk that the Company will be unable to fulfill its obligations on a timely basis or at a
reasonable cost. The Company manages its liquidity risk by monitoring its operating requirements. The
Company prepares budgets and cash forecasts to ensure it has sufficient funds to fulfill its obligations.
The Company monitors its risk of shortage of funds by monitoring forecasted and actual cash flows and
maturity dates of existing financial liabilities and commitments and is actively managing its capital to ensure
a sufficient liquidity position to finance its general and administrative, working capital and overall capital
expenditures.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
23 | P a g e
In order to manage its liquidity risk, the Company constantly reviews its operations and overall business to
drive efficiencies to form the basis for positive cash flow and long-term profitable growth. The Company
expects to have sufficient liquidities, supported by available cash and cash flows from operations, in order
to repay its credit facilities when it becomes due in November 2024 should they not be renewed as well as
to repay its 2025 Debentures when they come due on March 31, 2025.
This assessment could be affected by economic, financial and future competitive factors, and other future
events that are beyond the control of the Company. Management’s liquidity assessment could be impacted
if the actual operational performance is lower than the one used in the forecasted cash flows.
BUSINESS RISK
For a detailed discussion of business risk factors, please refer to the Company’s Annual Information Form
for the 53 weeks ended September 7, 2024, available on SEDAR+ at www.sedarplus.ca and under the
“Events and Presentations” section of our website at www.makegoodfood.ca/en/investors
OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS AND OTHER
COMMITMENTS
The following are amounts due on contractual maturities of financial liabilities, including estimated interest
payments as at September 7, 2024:
Total carrying
amount
Contractual
cash flows
Less than 1
year
1 to 5 years
More than
5 years
Accounts payable and
accrued liabilities
$
14,903
$
14,903
$
14,903
$
–
$
–
Debt
1,138
1,165
1,165
–
–
Debentures, liability
component, including
current portion
45,405
62,927
9,256
53,671
–
Lease obligations, including
current portion
13,331
15,750
3,798
10,538
1,414
Purchase and service
contract obligations
–
7,019
6,573
446
–
$
74,777
$
101,764
$
35,695
$
64,655
$
1,414
As at September 7, 2024, the Company does not have any off-balance sheet arrangements that have, or
are reasonably likely to have, a current or future effect on the Company’s financial condition, changes in
net sales or expenses, results of operations, liquidity, capital expenditures, or capital resources that are
material.
FINANCIAL INSTRUMENTS
The Company’s financial instruments primarily consist of cash and cash equivalents, accounts and other
receivables, accounts payable and accrued liabilities, debt and Debentures.
INVESTMENT POLICY
The Company invests its excess cash with varying terms to maturity selected with regards to the expected
timing of investments or expenditures for continuing operations, currently in a savings account earning
interests.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
24 | P a g e
FINANCIAL COVENANTS
As discussed in the “Liquidity and Capital Resources” section of this MD&A, the Company secured a credit
facility that includes financial covenants which may restrict the Company’s ability to pursue future
transactions or opportunities. As at the end of Fiscal 2024, the Company was in compliance with these
financial covenants.
RELATED PARTIES
KEY MANAGEMENT PERSONNEL
The Company’s key management personnel have authority and responsibility for planning, directing and
controlling the Company’s activities and consist of the Company’s executive team and the Board of
Directors. The chief executive officer (“CEO”) and the president and chief operating officer (“President and
COO”) are members of the Board of the Company. The CEO is also Chairman of the Board.
The following table presents the compensation of the key management personnel recognized in net loss:
For the 53 and 52 weeks ended
September 7, 2024
September 2, 2023
Salaries, fees and other short-term employee benefits
$
3,212
$
2,290
Share-based payments expense
360
2,189
RELATED PARTY TRANSACTIONS
Related parties of the Company include Directors and key management personnel, their family members,
and companies over which they have significant influence or control. For the 53 weeks ended September
7, 2024, the Company has not transacted with related parties other than those detailed above.
For the 52 weeks ended September 2, 2023, in connection with the issuance of the 2028 Debentures, 2,425
Debentures were purchased by the Board members and key management personnel at a price of $1,000
per Debenture. These transactions were recorded at the amount of consideration paid as established and
agreed to by the related parties.
SHARE-BASED PAYMENTS
A stock option plan (the “Stock Option Plan”) was established by the Company to attract and retain
employees, consultants, officers and directors. The Stock Option Plan provides for the granting of options
to purchase common shares where at any given time the number of stock options reserved for issuance is
equal to 10% of the Company’s issued and outstanding common shares, less any shares reserved for
issuance under the restricted share unit plan. Under the Stock Option Plan, options generally vest over a
period of three or four years and expire eight years from the grant date.
A restricted share unit plan (the “RSU Plan”) was established by the Company to attract and retain
employees, officers and directors. The RSU Plan provides for a maximum number of common shares
available and reserved for issuance to 10% of the Company’s issued and outstanding common shares, less
any shares reserved for issuance under the Stock Option Plan. Under the RSU Plan, RSUs generally vest
over a period of three years.
An employee share purchase plan ("ESPP") was established to attract and retain employees and directors.
Under this plan, employees or directors are permitted to contribute between 1% and 5% of their eligible
earnings, up to $10,000 annually, to purchase the Company’s equity shares. The Company, in turn,
provides a matching contribution equal to 50% of the participant’s personal contribution. Shares purchased
with the Company’s contributions become vested two years from the contribution date. All contributions are
used by the plan’s trustee to purchase equity shares on the open market, on behalf of employees.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
25 | P a g e
OUTSTANDING SHARE DATA
As at
November 26, 2024
September 7, 2024
September 2, 2023
Common shares outstanding (1)
77,342,591
77,340,092
76,525,507
Debentures outstanding (2) (3) (4)
24,540,305
24,540,305
24,540,305
Stock options outstanding
3,049,336
3,052,563
4,029,723
Stock options exercisable
2,441,997
2,336,688
2,252,171
Restricted share units outstanding
3,416,241
3,437,733
1,878,328
(1) As at November 26, 2024 and September 7, 2024, 537,067 and 525,085 common shares held in trust through the
employee share purchase plan (September 2, 2023 – 344,678 common shares) were excluded in the common
shares outstanding.
(2) As at November 26, 2024 and September 7, 2024, 6,232 2025 Debentures (September 2, 2023 – 6,232
Debentures) were outstanding which are convertible into 1,325,957 common shares of the Company, respectively,
at a conversion price of $4.70. Please refer to the “Debt” subsection of the “Liquidity and Capital Resources” section
of this MD&A.
(3) As at November 26, 2024 and September 7, 2024, 29,046 2027 Debentures (September 2, 2023 – 29,046
Debentures) were outstanding which are convertible into 6,314,348 common shares of the Company, respectively,
at a conversion price of $4.60. Please refer to the “Debt” subsection of the “Liquidity and Capital Resources” section
of this MD&A.
(4) As at November 26, 2024 and September 7, 2024, 12,675 2028 Debentures (September 2, 2023 – 12,675
Debentures) were outstanding which are convertible into 16,900,000 common shares of the Company, respectively,
at a conversion price of $0.75. Please refer to the “Debt” subsection of the “Liquidity and Capital Resources” section
of this MD&A.
SEGMENT REPORTING
The Company has one reportable segment as its principal business activity is focused on developing and
servicing the online meal-kit and grocery add-on market.
DIVIDEND POLICY
Since its incorporation, the Company has not paid any dividend on its common shares. The Company’s
current policy is to retain future earnings to finance its growth. Any future determination to pay dividends is
at the discretion of the Company’s Board of Directors and will depend on the Company’s financial condition,
results of operations, capital requirements and other such factors as the Board of Directors of the Company
may deem relevant.
SUBSEQUENT EVENT
On November 13, 2024, the Company entered into a share purchase agreement to acquire 81% of the
shares of Genuine Tea Inc. (“Genuine Tea”) for a purchase price of approximately $2.4 million, including
future performance-based payment. Genuine Tea is a leading Canadian craft tea company. The founding
shareholders will continue to lead the business and hold the remaining shares of the company, with
Goodfood having a right to acquire their shares in the future. As at the date of issuance of the consolidated
financial statements, the Company has not yet determined the fair value of net assets acquired, including
any intangible assets that may exist.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
26 | P a g e
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the consolidated financial statements in accordance with IFRS requires management to
make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, net
sales and expenses and accompanying disclosures. Uncertainty about these assumptions and estimates
could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities
affected in future periods. These assumptions and estimates are regularly reviewed. Revisions to
accounting estimates are recognized in the year in which the estimates are revised and in any future years
affected.
The Company’s main judgements, estimates, and assumptions are presented below:
CRITICAL JUDGEMENTS
Impairment of non-current assets
At each reporting date, management determines whether fixed assets, right-of-use assets and intangible
assets present indicators of impairment. For the purposes of its analysis, management uses its judgement
considering factors such as the economic environment and the market in which the Company operates,
budget, forecasts and physical obsolescence.
Lease term
When the Company recognizes a lease, it assesses the lease term based on the conditions of the lease
and assesses whether it will exercise renewal options at the end of the lease term. The renewal options
are only included in the lease term if management is reasonably certain to renew. This significant judgement
could affect the Company’s financial position if the lease term of the leases is reassessed differently.
KEY SOURCES OF ESTIMATES AND ASSUMPTIONS
Measurement of net sales
Net sales are presented net of refunds, sales incentives and credits, including referral credits. Credit
amounts are estimated based on the Company’s history and experience of the redemption percentage of
those credits. The corresponding estimated liability for credits is included in deferred revenue.
CHANGES IN ACCOUNTING POLICIES
NEW AND AMENDED STANDARDS ADOPTED BY THE COMPANY
Amendment to IAS 1, Presentation of Financial Statements
In February 2021, the IASB issued narrow-scope amendments to IAS 1. The amendments require
disclosure of ‘material’ accounting policy information rather than ‘significant’ accounting policies and
provides clarity on how to determine if accounting policy information is material. These amendments
became effective for the 53 weeks period ended September 7, 2024 for the Company.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
Amendment to IAS 1, Presentation of Financial Statements
In January 2020, the IASB issued an amendment to IAS 1 Presentation of Financial Statements to clarify
the classification of liabilities as current or non-current (the “2020 amendments”). For the purposes of non-
current classification, the amendment removed the requirement for a right to defer settlement or roll over
of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and
exist at the end of the reporting period.
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
27 | P a g e
The amendments apply for annual reporting periods beginning on or after January 1, 2024. The Company
does not expect this amendment to have a material impact on its consolidated financial statements.
IFRS 18 Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18 which replaces IAS 1. IFRS 18 introduces new requirements to
improve the reporting of financial performance and give investors a better basis for analyzing and
comparing companies. Specifically, it introduces:
•
three defined categories for income and expenses (operating, investing and financing) and
requiring companies to provide new defined subtotals, including operating profit;
•
enhanced transparency of management-defined performance measures requiring companies to
disclose explanations of those company-specific measures related to the statement of earnings;
and
•
enhanced guidance on how companies group information in the financial statements, including
guidance on whether information is included in the financial statements or is included 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 assessing the potential impact of this new standard.
Amendments to the Classification and measurement of Financial Instruments (Amendments to IFRS 9 and
IFRS 7)
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial
Instruments, which amended IFRS 9 and IFRS 7, to clarify when a financial asset or a financial liability is
recognized and derecognized and, amongst other elements, to introduce an accounting policy choice to
derecognize financial liabilities settled using an electronic payment system before the settlement date.
The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with
earlier application permitted. The Company is currently assessing the impact of these amendments on its
consolidated financial statements.
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL
REPORTING
In accordance with National Instrument 52–109 Certification of Disclosure in Issuers’ Annual and Interim
Filings, the Company has filed certificates signed by the Chief Executive Officer and the Chief Financial
Officer (“Certifying Officers”) that, among other things, report on the design and effectiveness of disclosure
controls and procedures (“DC&P”) and the design and effectiveness of internal control over financial
reporting (“ICFR”).
DISCLOSURE CONTROLS AND PROCEDURES
The Company has designed DC&P to provide reasonable assurance that material information relating to
the Company is made known to the Certifying Officers, and that information required to be disclosed to
satisfy the Company’s continuous disclosure obligations is recorded, processed, summarized and reported
within the time periods specified by applicable Canadian securities legislation. Management, under the
supervision of the Certifying Officers, has evaluated the effectiveness of the DC&P and based on that
evaluation, the Certifying Officers have concluded that the DC&P were effective as at September 7, 2024.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
The Certifying Officers have designed ICFR or have caused them to be designed under their supervision,
in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with IFRS. In designing and evaluating internal
Goodfood Market Corp. Management’s Discussion and Analysis
14 weeks and 53 weeks ended September 7, 2024
28 | P a g e
controls, it should be recognized that due to inherent limitations, any controls, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives and may
not prevent or detect misstatements.
The control framework used to design the Company’s ICFR is based on the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) on Internal Control–
Integrated Framework (2013 framework).
Management, under the supervision of the Certifying Officers, has evaluated the effectiveness of ICFR and
based on that evaluation, the Certifying Officers have concluded that the Company’s ICFR was effective as
at September 7, 2024.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
No changes were made during Fiscal 2024 to the Company’s ICFR that have materially affected, or are
reasonably likely to materially affect, the Company’s internal controls over financial reporting.
YEARS ENDED SEPTEMBER 7, 2024 AND SEPTEMBER 2, 2023
CONSOLIDATED
FINANCIAL
STATEMENTS
Consolidated Financial Statements of
GOODFOOD MARKET CORP.
53 weeks ended September 7, 2024 and 52 weeks ended September 2,
2023
GOODFOOD MARKET CORP.
Table of Contents
Page
Independent Auditor’s Report
1 - 5
Consolidated Financial Statements
Consolidated Statements of Loss and Comprehensive Loss
6
Consolidated Statements of Financial Position
7
Consolidated Statements of Changes in Deficiency
8
Consolidated Statements of Cash Flows
9
Notes to the Consolidated Financial Statements
10 - 32
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.
KPMG LLP
Tour KPMG
600 de Maisonneuve Blvd West, Suite 1500
Montréal, QC H3A 0A3
Canada
Telephone 514 840 2100
Fax 514 840 2187
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Goodfood Market Corp.
Opinion
We have audited the consolidated financial statements of Goodfood Market Corp. (the "Entity"),
which comprise:
•
the consolidated statements of financial position as at September 7, 2024 and September 2,
2023
•
the consolidated statements of loss and other comprehensive loss for the 53 weeks and
52 weeks then ended
•
the consolidated statements of changes in deficiency for the 53 weeks and 52 weeks then
ended
•
the consolidated statements of cash flows for the 53 weeks and 52 weeks then ended
•
and notes to the consolidated financial statements, including a summary of material accounting
policies information
(Hereinafter referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the
consolidated financial position of the Entity as at September 7, 2024 and September 2, 2023, and
its consolidated financial performance and its consolidated cash flows for the 53 weeks and
52 weeks then ended in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the "Auditor’s Responsibilities for
the Audit of the Financial Statements" section of our auditor’s report.
We are independent of the Entity in accordance with the ethical requirements that are relevant to
our audit of the financial statements in Canada and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Page 2
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements for the 53 weeks ended September 7, 2024. These matters
were addressed in the context of our audit of the consolidated financial statements as a whole and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated
in our auditor’s report.
Assessment of existence and accuracy of net sales
Description of the matter
We draw attention to Note 3.2 and Note 4.2 to the financial statements. The Entity’s net sales
amount to $153 million. Net sales are primarily generated from the deliveries of fresh meal
solutions and add-ons ("meal solutions").
The Entity recognizes revenue at a point in time, which is upon delivery of meal solutions, as it
meets the criteria to satisfy the performance obligation. Deferred revenue is recognized for
consideration received in advance of the related revenue. Revenue from the sale of goods is
measured at the fair value of consideration received, net of refunds, sales incentives and referral
credits.
Why the matter is a key audit matter
We identified existence and accuracy of net sales as a key audit matter. This matter represented
an area of higher risk of material misstatement given the magnitude of net sales, the high volume
of transactions, and the complexity involved in processing and recording the Entity’s sales
transactions. As a result, significant auditor attention was required in performing the audit
procedures.
How the matter was addressed in the audit
The following are the primary procedures we performed to address this key audit matter:
•
We matched all of the Entity’s meal solutions net sales transactions for the year with the
corresponding cash receipts per bank statements.
•
For a selection of meal solutions sales transactions throughout the year, we evaluated whether
the performance obligation had been satisfied by examining the proof of delivery.
•
We agreed the total amount of customer payments received as of year-end for meal solutions
deliveries occurring after that date to the Entity’s deferred revenue account.
Page 3
•
For a selection of meal solutions sales transactions, we agreed the transaction price with the
price list approved by a key management personnel member with an appropriate level of
authority.
Other Information
Management is responsible for the other information. Other information comprises:
•
the information included in Management’s Discussion and Analysis filed with the relevant
Canadian Securities Commissions.
•
the information, other than the financial statements and the auditor’s report thereon, included in
a document entitled "Annual Report".
Our opinion on the financial statements does not cover the other information and we do not and will
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit and remain alert
for indications that the other information appears to be materially misstated.
We obtained the information included in Management’s Discussion and Analysis filed with the
relevant Canadian Securities Commissions and the information, other than the financial statements
and the auditor’s report thereon, included in the “Annual Report” as at the date of this auditor’s
report. If, based on the work we have performed on this other information, we conclude that there
is a material misstatement of this other information, we are required to report that fact in the
auditor’s report.
We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the
Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with IFRS Accounting Standards as issued by the International Accounting Standards
Board, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
Page 4
In preparing the financial statements, management is responsible for assessing the Entity’s ability
to continue as a going concern, disclosing as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the
Entity or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Entity’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with Canadian generally accepted auditing standards will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we
exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Entity's internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
*CPA auditor, public accountancy permit No. A120220
Page 5
•
Conclude on the appropriateness of management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Entity's ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Entity to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
•
Communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
•
Provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the group Entity to express an opinion on the financial statements. We
are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
•
Determine, from the matters communicated with those charged with governance, those matters
that were of most significance in the audit of the financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our auditor’s report
because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
The engagement partner on the audit resulting in this auditor’s report is Philippe Grubert.
Montréal, Canada
November 26, 2024
6 | P a g e
GOODFOOD MARKET CORP.
Consolidated Statements of Loss and Comprehensive Loss
(In thousands of Canadian dollars, except share and per share information)
For the 53 and 52 weeks ended
Notes
September 7,
2024
September 2,
2023
Net sales
$
152,838
$
168,558
Cost of goods sold
89,860
103,178
Gross profit
62,978
65,380
Selling, general and administrative expenses
54,843
65,867
Reorganization and other related net gains
6
(1,327)
(468)
Depreciation and amortization
12,13,14
7,381
10,837
Operating income (loss)
2,081
(10,856)
Net finance costs
7
5,514
5,668
Loss before income taxes
(3,433)
(16,524)
Deferred income tax recovery
8
–
(61)
Net loss, being comprehensive loss
$
(3,433)
$
(16,463)
Basic and diluted loss per share
$
(0.05)
$
(0.22)
Basic and diluted weighted average number of common
shares outstanding
18
76,928,635
76,103,206
The accompanying notes are an integral part of these consolidated financial statements.
7 | P a g e
GOODFOOD MARKET CORP.
Consolidated Statements of Financial Position
(In thousands of Canadian dollars)
As at
Notes
September 7, 2024
September 2, 2023
Assets
Current assets:
Cash and cash equivalents
$
24,010
$
24,925
Accounts and other receivables
10
2,178
4,136
Inventories
11
3,157
3,281
Other current assets
433
366
29,778
32,708
Non-current assets:
Fixed assets
12
7,655
11,026
Right-of-use assets
13
9,573
10,986
Intangible assets
14
1,958
2,776
Lease receivable
3,042
–
Other non-current assets
309
312
Total assets
$
52,315
$
57,808
Liabilities and Shareholders’ Deficiency
Current liabilities:
Accounts payable and accrued liabilities
$
14,903
$
17,993
Deferred revenues
3,616
4,105
Debt
15
1,138
4,036
Current portion of convertible debentures
16
6,029
–
Current portion of lease obligations
17
2,961
2,862
28,647
28,996
Non-current liabilities:
Convertible debentures
16
39,376
41,752
Lease obligations
17
10,370
10,502
Total liabilities
78,393
81,250
Shareholders’ deficiency:
Common shares
18
181,727
180,369
Contributed surplus
19
7,448
8,009
Convertible debentures
16
5,367
5,367
Deficit
(220,620)
(217,187)
Total shareholders’ deficiency
(26,078)
(23,442)
Total liabilities and shareholders’ deficiency
$
52,315
$
57,808
The accompanying notes are an integral part of these consolidated financial statements.
Approved on behalf of Goodfood Market Corp. by:
Signed
Signed
Jonathan Ferrari, Director and
Chair of the Board
Donald Olds, Director and
Chair of the Audit Committee
8 | P a g e
GOODFOOD MARKET CORP.
Consolidated Statements of Changes in Deficiency
(In thousands of Canadian dollars)
For the 53 and 52 weeks ended
September 2, 2023
Notes
Common
Shares
Contributed
Surplus
Convertible
Debentures
Deficit
Total
Balance as at
September 3, 2022
$ 173,788
$ 10,584
$ 5,174 $ (200,724) $ (11,178)
Net loss
–
–
(16,463)
(16,463)
Share-based payments
expense
19
–
3,903
–
–
3,903
Net convertible debenture
issuance
16
–
–
202
–
202
Net convertible debenture
conversions
16
196
–
(9)
–
187
Restricted share units vested
19
6,475
(6,475)
_
_
_
Employee share purchase
plan
19
(90)
(3)
–
–
(93)
Balance as at
September 2, 2023
$ 180,369
$
8,009
$ 5,367 $ (217,187) $ (23,442)
September 7, 2024
Balance as at
September 2, 2023
$ 180,369
$
8,009
$ 5,367 $ (217,187)
$ (23,442)
Net loss
–
–
–
(3,433)
(3,433)
Share-based payments
expense
19
–
863
–
–
863
Restricted share units vested
19
1,419
(1,419)
–
–
–
Employee share purchase
plan
19
(61)
(5)
–
–
(66)
Balance as at
September 7, 2024
$ 181,727
$
7,448
$ 5,367 $ (220,620)
$ (26,078)
The accompanying notes are an integral part of these consolidated financial statements.
9 | P a g e
GOODFOOD MARKET CORP.
Consolidated Statements of Cash Flows
(In thousands of Canadian dollars)
For the 53 and 52 weeks ended
Notes
September 7,
2024
September 2,
2023
Operating:
Net loss
$
(3,433)
$ (16,463)
Adjustments for:
Depreciation and amortization
12,13,14
7,381
10,837
Reversal of impairment of non-financial assets
6,12,13
(981)
–
Net (gains) loss on disposal of non-financial assets
(632)
2,362
Gain on termination of leases
6
–
(12,137)
Write-offs of non-financial assets
6
–
2,252
Share-based payments expense
19
864
3,903
Net finance costs
7
5,514
5,668
Deferred income tax recovery
8
–
(61)
Change in non-cash operating working capital
20
(1,184)
(6,138)
Other
(35)
427
Net cash provided by (used in) operating activities
7,494
(9,350)
Investing:
Additions to fixed assets
12
(49)
(716)
Additions to intangible assets
14
(578)
(1,019)
Proceeds from disposal of non-financial assets
–
2,580
Interest received
1,400
1,115
Net cash provided by investing activities
773
1,960
Financing:
Net (issue costs) proceeds from issuance of convertible
debentures
(6)
12,249
Net repayment of debt
15
(2,925)
(7,813)
Interest paid
(3,198)
(4,616)
Payments of lease obligations
17
(3,014)
(4,407)
Shares purchased under employee share purchase plan
19
(66)
(89)
Other
27
106
Net cash used in financing activities
(9,182)
(4,570)
Decrease in cash and cash equivalents
(915)
(11,960)
Cash and cash equivalents, beginning of period
24,925
36,885
Cash and cash equivalents, end of period
$
24,010
$
24,925
Supplemental cash flow information
20
The accompanying notes are an integral part of these consolidated financial statements.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
10 | P a g e
1.
REPORTING ENTITY
Goodfood Market Corp. is a digital meal solutions brand in Canada, delivering fresh meal and add-ons that
make it easy for customers from across Canada to enjoy delicious meals at home every day. References
to Goodfood Market Corp. (or "Goodfood", the "Company") represent the financial position, financial
performance, cash flows and disclosures of Goodfood Market Corp. and its subsidiary on a consolidated
basis.
Goodfood Market Corp. is incorporated under the Canada Business Corporations Act and is listed on the
Toronto Stock Exchange ("TSX") under the symbol "FOOD". The Company’s main production facility and
administrative offices based in Montréal, Québec, with additional locations in the provinces of Ontario and
Alberta.
The Company follows a floating year-end ending on the first Saturday of September each year. As a result,
the fiscal year is usually 52 weeks with a 53rd week every five to six years. The year ended September 7,
2024 had 53 weeks and the year ended September 2, 2023 had 52 weeks.
2.
BASIS OF PREPARATION
2.1
STATEMENT OF COMPLIANCE
The consolidated financial statements of the Company have been prepared in accordance with International
Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board
("IASB"). Details of the Company’s material policies are included in Note 3.
The consolidated financial statements of the Company for the 53 weeks ended September 7, 2024 and 52
weeks ended September 2, 2023 were authorized by the Board of Directors ("Board") on November 26,
2024 for publication on November 27, 2024.
2.2
BASIS OF MEASUREMENT
The consolidated financial statements have been prepared on the historical cost basis except for the
following:
• equity share-based payment arrangements which are measured at fair value at grant date; and
• lease obligations, which are measured at the present value of minimum lease payments at lease
inception.
2.3
FUNCTIONAL AND PRESENTATION CURRENCY
The consolidated financial statements are stated in Canadian dollars, which is the functional and
presentation currency of Goodfood Market Corp.
3.
SUMMARY OF MATERIAL ACCOUNTING POLICIES
3.1
BASIS OF CONSOLIDATION
The consolidated financial statements of the Company include the accounts of the Company and of its
wholly owned subsidiary.
Subsidiaries
A subsidiary is an entity controlled by the Company. Control is achieved where the Company has power
over the investee, exposure or rights to variable returns from its involvement with the investee, and the
ability to use its power over the investee to affect the amount of these returns. The Company reassesses
whether it controls an entity if facts and circumstances indicate that one or more of the aforementioned
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
11 | P a g e
points have changed. A subsidiary is consolidated from the date the Company obtains control and continues
to be consolidated until the date that such control ceases.
3.2
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from the sale of goods is measured at the fair value of consideration received, net of refunds,
sales incentives and credits. Revenue is recognized at a point in time, which is upon delivery of meal
solutions, as it meets the criteria to satisfy the performance obligation. Sales and referral credits are
recognized as revenue upon redemption and when the Company fulfills its obligation. Deferred revenue is
recognized for consideration received in advance of the related revenue. Sales and referral credits are also
included in deferred revenue and are measured based on the fair value of the sales and referral credits
granted, taking into consideration the estimated redemption percentage.
3.3
TAXES
Income tax expense comprises current and deferred income taxes. It is recognized in the consolidated
statements of loss except to the extent that it relates to a business combination, or items recognized directly
in equity or in other comprehensive loss.
Current income tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the years
and any adjustment to the tax payable or receivable in respect of previous years. The amount of current
tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects
uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted
at the reporting date. Current tax assets and liabilities are offset only if certain criteria are met.
Deferred income tax
Deferred income tax is recognized in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred
income tax assets are recognized for unused tax losses, unused tax credits and deductible temporary
differences to the extent that it is probable that future taxable profits will be available against which they
can be used. Deferred income tax assets are reviewed at each reporting date and are reduced to the extent
that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when
the probability of future taxable profits improves. Unrecognized deferred income tax assets are reassessed
at each reporting date and recognized to the extent that it has become probable that future taxable profits
will be available against which they can be used.
Deferred income tax is measured at the tax rates that are expected to be applied to temporary differences
when they reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred income tax reflects the tax consequences that would follow from the manner
in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets
and liabilities. Deferred income tax assets and liabilities are offset only if certain criteria are met.
3.4
INVENTORIES
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is determined
using the first-in, first-out method. Cost includes acquisition costs net of discounts, and other costs incurred
to bring inventories to their present location and condition. Net realizable value is the estimated selling price
in the ordinary course of business, less the estimated selling expenses.
3.5
FIXED ASSETS
Fixed assets are recognized at cost less accumulated depreciation and any accumulated impairment
losses.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
12 | P a g e
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
Asset
Period
Furniture and fixtures
3 to 10 years
Machinery and equipment
3 to 20 years
Computer hardware and other
3 to 5 years
Leasehold improvements
Shorter of lease term and useful life
Estimates for depreciation methods, useful lives and residual values are reviewed at each reporting date
and adjusted prospectively, if appropriate.
3.6
LEASES
At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on
whether the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration.
Right-of-use asset
The Company recognizes a right-of-use asset and a lease obligation at the lease commencement date.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease obligation
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove or to restore the underlying asset or the site on
which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end
of the useful life of the right-of-use asset or the end of the lease term using the straight-line method. The
lease term includes consideration of an option to renew or to terminate if the Company is reasonably certain
to exercise that option. Lease terms, including options to renew for which the Company is reasonably
certain to exercise, range from 0 to 11 years for facilities, automotive equipment and other equipment. In
addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease obligation.
Lease obligation
The lease obligation is initially measured at the present value of the future lease payments, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s
incremental borrowing rate.
The lease obligation is subsequently measured at amortized cost using the effective interest method. It is
remeasured when there is a change in future lease payments arising mainly if the Company changes its
assessment of whether it will exercise a purchase, renewal or termination option, or if there is a revised in-
substance fixed lease payment.
When the lease obligation is remeasured in this way, a corresponding adjustment is made to the carrying
amount of the right-of-use asset or is recorded in the consolidated statements of loss if the carrying amount
of the right-of-use asset has been reduced to zero.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
13 | P a g e
3.7
INTANGIBLE ASSETS
Intangible assets that have finite useful lives are measured at cost less accumulated amortization and any
accumulated impairment losses.
The estimated useful lives for the current year and comparative periods are as follows:
Asset
Period
Software
3 to 5 years
Intellectual property
5 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted
prospectively, if appropriate.
3.8
IMPAIRMENT OF NON-FINANCIAL ASSETS
The Company reviews the carrying amount of its non-financial assets, which include intangible assets with
a finite useful life, fixed assets and right-of-use assets on each reporting date, in order to determine if
specific events or changes in circumstances indicate that their carrying amounts may not be recoverable.
If any such indication exists, the recoverable amount of the asset is estimated.
For impairment testing purposes, assets that cannot be tested individually are aggregated into a cash
generating unit ("CGU"). An impairment loss is recognized if the carrying amount of an asset or a CGU
exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or a CGU’s) fair value
less costs of disposal (“FVLCD”) and its value in use (“VIU”). In assessing VIU, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset or the CGU. Impairment losses
are allocated to reduce the carrying amounts of the assets in the CGU on a pro rata basis and are
recognized in the consolidated statements of loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased
to the revised estimate but is limited to the carrying amount that would have been determined if no
impairment loss had been recognized in prior years. A reversal of impairment loss is recognized in the
consolidated statements of loss.
3.9
FINANCIAL INSTRUMENTS
3.9.1
RECOGNITION AND INITIAL MEASUREMENT
Financial assets and financial liabilities are recognized when the Company becomes party to the contractual
provisions of the financial instrument.
A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value
through profit or loss ("FVTPL"), transaction costs that are directly attributable to its acquisition or issuance.
3.9.2
CONVERTIBLE DEBENTURES
Convertible debentures are measured at amortized cost, using the effective interest rate method. They are
initially measured at fair value, which is the consideration received, net of transaction costs incurred, net of
the equity component. Transactions costs related to those instruments are included in the value of the
instruments and amortized using the effective interest rate method. The effective interest expense is
included in net finance costs in the consolidated statements of loss.
The component parts of compound instruments issued by the Company are classified separately as
financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date
of issuance, the fair value of the liability is measured separately using an estimated market rate for a similar
liability without an equity component and the residual is allocated to the conversion option. The liability
component is subsequently recognized on an amortized cost basis using the effective interest method until
extinguished upon conversion or at the instrument’s maturity date. The equity component is recognized and
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
14 | P a g e
included in equity, without being subsequently remeasured. In addition, the conversion option classified as
equity will remain in equity until the conversion option is exercised, in which case, the portion recognized
in equity will be transferred to common shares. Issuance costs are divided between the liability and equity
components in proportion to their respective values.
On the early redemption or repurchase of convertible debentures, the Company allocates the consideration
paid on extinguishment to the liability based on its fair value at the date of the transaction and the residual
is allocated to the conversion option. Any resulting gain or loss relating to the liability element is credited or
charged to the consolidated statements of loss and the difference between the carrying amount and the
amount considered to be settled relating to the holder option is treated as a common share transaction.
3.9.3
FAIR VALUE MEASUREMENT
In establishing the fair value, the Company uses a fair value hierarchy based on levels as defined below:
Level 1: defined as observable inputs such as quoted prices in active markets.
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable.
Level 3: defined as inputs that are based on little or no observable market data and, therefore, requiring
entities to develop their own assumptions.
3.10
SHARE-BASED PAYMENTS
The Company’s share-based payment plans consist of a stock option plan, a restricted share unit plan and
an employee share purchase plan. Employees, consultants, officers and directors of the Company receive
remuneration in the form of share-based payments, whereby employees render services as consideration
for equity instruments (equity-settled transactions).
The cost of the Company’s stock option plan is determined by the fair value at the date when the grant is
made using the Black-Scholes option pricing model. The cost of the Company’s restricted share unit plan
is determined based on the volume weighted average trading price of the common shares for the five days
immediately preceding the grant date. The costs are recognized as a share-based payment expense,
together with a corresponding increase in equity (contributed surplus), over the period in which the service
and the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for
equity-settled transactions at each reporting date until the vesting date reflects the extent to which the
vesting period has expired. The expense or credit in the statements of loss for a period represents the
movement in cumulative expense recognized at the beginning and end of that period.
3.11
EMPLOYEE SHARE PURCHASE PLAN
The Company’s contributions, used to purchase shares on the open market on behalf of employees, are
recognized when incurred as an employee benefit expense, with a corresponding increase in contributed
surplus. The amount expensed is adjusted to reflect the number of awards for which it is expected that the
vesting conditions will be me met, so that the amount ultimately expensed will depend on the number of
awards that meet the vesting conditions at the vesting date.
Unvested shares held in trust on behalf of employees are treasury shares and, therefore, deducted from
equity until they become vested.
3.12
SEGMENT REPORTING
The Company determined that it operated a single operating segment for Fiscal 2024 and 2023.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
15 | P a g e
4.
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the consolidated financial statements in accordance with IFRS requires management to
make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, net
sales and expenses and accompanying disclosures. Uncertainty about these assumptions and estimates
could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities
affected in future periods. These assumptions and estimates are regularly reviewed. Revisions to
accounting estimates are recognized in the year in which the estimates are revised and in any future years
affected.
The Company’s main judgements, estimates, and assumptions are presented below:
4.1
CRITICAL JUDGEMENTS
Impairment of non-current assets
At each reporting date, management determines whether fixed assets, right-of-use assets and intangible
assets present indicators of impairment. For the purposes of its analysis, management uses its judgement
considering factors such as the economic environment and the market in which the Company operates,
budget, forecasts and physical obsolescence.
Lease term
When the Company recognizes a lease, it assesses the lease term based on the conditions of the lease
and assesses whether it will exercise renewal options at the end of the lease term. The renewal options
are only included in the lease term if management is reasonably certain to renew. This significant judgement
could affect the Company’s financial position if the lease term of the leases is reassessed differently.
4.2
KEY SOURCES OF ESTIMATES AND ASSUMPTIONS
Measurement of net sales
Net sales are presented net of refunds, sales incentives and credits, including referral credits. Credit
amounts are estimated based on the Company’s history and experience of the redemption percentage of
those credits. The corresponding estimated liability for credits is included in deferred revenue.
5.
CHANGES IN ACCOUNTING POLICIES
5.1
NEW AND AMENDED STANDARDS ADOPTED BY THE COMPANY
Amendment to IAS 1, Presentation of Financial Statements
In February 2021, the IASB issued narrow-scope amendments to IAS 1. The amendments require
disclosure of ‘material’ accounting policy information rather than ‘significant’ accounting policies and
provides clarity on how to determine if accounting policy information is material. These amendments
became effective for the 53 weeks period ended September 7, 2024 for the Company and are applied in
Note 3.
5.2
STANDARDS ISSUED BUT NOT YET EFFECTIVE
Amendment to IAS 1, Presentation of Financial Statements
In January 2020, the IASB issued an amendment to IAS 1 Presentation of Financial Statements to clarify
the classification of liabilities as current or non-current (the “2020 amendments”). For the purposes of non-
current classification, the amendment removed the requirement for a right to defer settlement or roll over
of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and
exist at the end of the reporting period.
The amendments apply for annual reporting periods beginning on or after January 1, 2024. The Company
does not expect this amendment to have a material impact on its consolidated financial statements.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
16 | P a g e
IFRS 18 Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18 which replaces IAS 1. IFRS 18 introduces new requirements to
improve the reporting of financial performance and give investors a better basis for analyzing and
comparing companies. Specifically, it introduces:
•
three defined categories for income and expenses (operating, investing and financing) and
requiring companies to provide new defined subtotals, including operating profit;
•
enhanced transparency of management-defined performance measures requiring companies to
disclose explanations of those company-specific measures related to the statement of earnings;
and
•
enhanced guidance on how companies group information in the financial statements, including
guidance on whether information is included in the financial statements or is included 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 assessing the potential impact of this new standard.
Amendments to the Classification and measurement of Financial Instruments (Amendments to IFRS 9 and
IFRS 7)
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial
Instruments, which amended IFRS 9 and IFRS 7, to clarify when a financial asset or a financial liability is
recognized and derecognized and, amongst other elements, to introduce an accounting policy choice to
derecognize financial liabilities settled using an electronic payment system before the settlement date.
The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with
earlier application permitted. The Company is currently assessing the impact of these amendments on its
consolidated financial statements.
6.
REORGANIZATION AND OTHER RELATED NET GAINS
The following table summarizes the reorganization and other related net gains:
2024
2023
Reversal of impairment of non-financial assets
$
(981)
$
–
Net gains related to facility closures (1)
–
(8,315)
Write-offs of non-financial assets
–
2,252
Net loss on disposal of non-financial assets
–
2,362
Employee termination and benefit costs
–
2,210
External advisor fees (2)
–
1,017
Other
(346)
6
$
(1,327)
$
(468)
(1) For the 52 weeks ended September 2, 2023, net gains related to facility closures included net gain on termination of leases
amounting to $12.1 million.
(2) External advisor fees consist of fees related to the Company’s reorganization initiatives.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
17 | P a g e
7.
NET FINANCE COSTS
2024
2023
Interest expense on debt
$
259
$
618
Interest expense on lease obligations
806
1,474
Interest expense on debentures, including accretion interest
5,725
4,487
Interest income
(1,349)
(1,115)
Other finance costs
44
254
Foreign exchange loss (gain)
29
(50)
$
5,514
$
5,668
8.
INCOME TAXES
A reconciliation of the Company’s income taxes at Canadian statutory rates is as follows:
2024
2023
Loss before income taxes
$
(3,433)
$
(16,524)
Canadian statutory rates
26.05%
26.21%
Income tax benefit at the combined Canadian statutory rate
$
(894)
$
(4,331)
Decrease resulting from:
Change in unrecognized deferred income tax assets
1,401
3,454
Recognition of previously unrecognized tax benefits
(619)
–
Permanent differences
240
1,043
Change in tax rates
343
(122)
Other
(471)
(105)
Total income tax recovery
$
–
$
(61)
Deferred income tax assets (liabilities) are attributable to the following items:
Lease
receivable
Lease
obligations
Net
operating
losses Debentures
Fixed
assets
and
Right-of-
use
assets
Deferred
income tax
assets
(liabilities)
As at September 3, 2022 $
− $
5,080
$
2,097
$
(2,097) $
(5,080) $
−
Recognized in net loss
−
(5,080)
(474)
535
5,080
61
Recognized in equity
−
−
−
(61)
−
(61)
As at September 2, 2023 $
− $
−
$
1,623
$
(1,623) $
−
$
−
Recognized in net loss
(874)
874
(962)
962
−
−
As at September 7,
2024
$
(874) $
874
$
661
$
(661) $
− $
−
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
18 | P a g e
The Company had unrecognized deferred income tax assets as follows:
As at
September 7,
2024
September 2,
2023
Net operating losses carry forwards
$ 33,604
$
33,655
Fixed assets and right-of-use assets
15,829
14,977
Shares and debt issuance costs
433
907
Intangible assets
1,878
1,526
Other
721
620
Unrecognized deferred income tax assets
$ 52,465
$
51,685
The Company has federal operating tax losses carried forward of $128.6 million (2023 – $131.0 million)
which are partially recognized for an amount of $2.5 million (2023 – $6.2 million), and unrecognized
deductible temporary differences of $72.6 million (2023 – $65.6 million) that are available to reduce taxable
income. Deferred income tax assets have not been recognized in respect of these items because it is not
probable that future taxable profit will be available against which the Company can realize the benefits
therefrom. As at September 7, 2024, the amounts and expiry dates of the federal tax losses carried forward
were as follows:
2037
$
1,931
2038
8,516
2039
18,089
2040
812
2041
22,625
2042
63,531
2043
13,069
$ 128,573
9.
SUPPLEMENTAL STATEMENT OF LOSS AND COMPREHENSIVE LOSS INFORMATION
2024
2023
Expense related to variable lease payments not
included in the lease obligations
$
1,322
$
1,337
Salaries, fees and other short-term employee
benefits
35,900
43,890
Costs incurred in pursuit of acquisitions
49
−
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
19 | P a g e
10.
ACCOUNTS AND OTHER RECEIVABLES
As at
September 7, 2024 September 2, 2023
Sales taxes receivable
$
1,168
$
1,853
Current portion of lease receivable
312
−
Rewards program receivable
193
238
Volume discounts receivable
9
96
Other receivables
496
1,949
$
2,178
$
4,136
11.
INVENTORIES
As at
September 7, 2024 September 2, 2023
Food
$
1,830
$
1,807
Packaging supplies
1,120
1,221
Work in process
207
253
$
3,157
$
3,281
The cost of inventories recognized as an expense within cost of goods sold during the 53 weeks ended
September 7, 2024 was $77.2 million (2023 – $88.6 million).
The Company recorded a recovery within cost of goods sold during the 53 weeks ended September 7,
2024 for a net amount of $0.5 million (2023 – $1.1 million) for the write-down of inventories. Included in this
amount is $0.5 million (2023 – $1.3 million) related to the discontinuance of products related to on-demand
grocery.
12.
FIXED ASSETS
Furniture and
fixtures
Machinery
and
equipment
Computer
hardware
and other
Leasehold
improvements
Assets under
construction (1)
Total
Cost:
As at September 3,
2022
$
6,171
$
22,385
$
6,317
$
36,246
$
583 $
71,702
Additions
–
323
14
195
–
532
Disposal
(1,236)
(1,247)
(398)
(7,226)
–
(10,107)
Transfers
–
–
–
15
(15)
–
Transfers to assets
held for sale
–
57
19
–
–
76
Other
–
(4)
–
–
(57)
(61)
As at September 2,
2023
$
4,935
$
21,514
$
5,952
$
29,230
$
511 $
62,142
Additions
–
28
3
18
–
49
Disposal
(3)
(10)
–
(6,482)
(511)
(7,006)
As at September 7,
2024
$
4,932
$ 21,532
$ 5,955
$ 22,766
$
–
$ 55,185
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
20 | P a g e
13.
RIGHT-OF-USE ASSETS
Facilities
Automotive
equipment
Other
equipment
Total
As at September 3, 2022
$
54,527
$
475
$
417 $
55,419
Additions and lease modifications
160
112
–
272
Derecognition (1)
(39,504)
(57)
(12)
(39,573)
Depreciation
(4,769)
(210)
(153)
(5,132)
As at September 2, 2023
$
10,414
$
320
$
252 $
10,986
Additions and lease modifications
2,971
23
–
2,994
Derecognition (2)
(2,257)
–
–
(2,257)
Impairment reversal
672
–
–
672
Depreciation
(2,530)
(166)
(126)
(2,822)
As at September 7, 2024
$
9,270
$
177
$
126 $
9,573
(1) In Fiscal 2023, derecognition of right-of-use assets include terminations of leased facilities in Fiscal 2023 as well
as a change in assumptions relating to the lease term of a facility in Fiscal 2022.
(2) In Fiscal 2024, derecognition of right-of-use assets includes the disposal of a right-of-use assets upon entering
into a sublease agreement.
The Company recorded sublease revenue of $1.2 million (2023 – $1.7 million) within net sales during the
53 weeks ended September 7, 2024.
Accumulated depreciation, impairment loss and write-offs:
As at September 3,
2022
$
4,707
$
15,867
$
3,753
$
28,470
$
497 $
53,294
Depreciation
337
1,235
1,268
1,529
–
4,369
Disposal
(705)
(495)
(198)
(5,860)
–
(7,258)
Write-offs
24
152
135
386
14
711
As at September 2,
2023
$
4,363
$
16,759
$
4,958
$
24,525
$
511 $
51,116
Depreciation
180
1,132
794
1,057
–
3,163
Disposal
(3)
(10)
–
(5,916)
(511)
(6,440)
Impairment reversal
–
–
–
(309)
–
(309)
As at September 7,
2024
$
4,540
$
17,881
$
5,752
$
19,357
$
– $
47,530
Net carrying amounts:
As at September 2,
2023
$
572
$
4,755
$
994
$
4,705
$
–
$
11,026
As at September 7,
2024
392
3,651
203
3,409
–
7,655
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
21 | P a g e
14.
INTANGIBLE ASSETS
15.
DEBT
As at
September 7, 2024
September 2, 2023
Interest-bearing financing:
Secured term loan, variable interest at prime plus 3.00%,
maturing in November 2024
$
1,138
$
–
Matured borrowings:
Secured term loan, variable interest at BA (1) plus 4.50%,
maturing in November 2023
–
4,062
$
1,138
$
4,062
Unamortized financing costs
–
(26)
$
1,138
$
4,036
Current portion of debt
(1,138)
(4,036)
$
–
$
–
(1) BA is defined as the Canadian Banker’s Acceptance Rate.
Software
Intellectual
property
Total
Cost:
As at September 3, 2022
$
4,988
$
74 $
5,062
Additions
995
–
995
As at September 2, 2023
$
5,983
$
74 $
6,057
Additions
578
–
578
As at September 7, 2024
$
6,561
$
74 $
6,635
Accumulated amortization, impairment loss and write-offs:
As at September 3, 2022
$
1,843
$
45 $
1,888
Amortization
1,321
15
1,336
Write-offs
57
–
57
As at September 2, 2023
$
3,221
$
60 $
3,281
Amortization
1,382
14
1,396
As at September 7, 2024
$
4,603
$
74 $
4,677
Net carrying amounts:
As at September 2, 2023
$
2,762
$
14 $
2,776
As at September 7, 2024
1,958
−
1,958
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
22 | P a g e
CREDIT FACILITY 2024
During the first quarter of Fiscal 2024, the Company reached an agreement to amend and extend the
syndicated credit agreement with its existing lenders providing bank financing of $4.8 million. The facilities
include a $2.1 million term loan, a $1.3 million revolving credit facility, and $1.4 million in additional short-
term financing. The facilities bear variable interest rates of prime rate plus 3.00% and mature in November
2024. The term loan is repayable in quarterly installments of $0.3 million with a bullet repayment of the
balance of $0.8 million at the end of the term in November 2024. As at September 7, 2024, no amount was
drawn from the revolving facility. The total drawn credit facility is presented as a current liability.
16.
CONVERTIBLE DEBENTURES
2028 Debentures
On February 6, 2023, the Company issued 12,675 convertible unsecured subordinated debentures (the
"2028 Debentures") at a price of $1,000 per Debenture for gross proceeds of $12.7 million. The 2028
Debentures mature on February 6, 2028 (the "Maturity Date") and bear a fixed interest rate of 12.5% per
annum. The interest portion for the period commencing on the issuance date and ending in February 2025
will be capitalized semi-annually and convertible at a price equal to the volume weighted average trading
price of the Common Shares on the TSX for the five (5) consecutive trading days ending on the date on
which such interest portion becomes due, plus a premium of 50%. Commencing on February 6, 2025 and
until the Maturity Date, the interest portion will be payable semi-annually in cash in arrears on February 6
and August 6 of each year.
The 2028 Debentures are convertible into common shares of the Company at the option of the holder at
any time prior to the close of business on the earlier of the last business day immediately preceding the
Maturity Date and the last business day immediately preceding the date specified for redemption by the
Company at a price of $0.75 (the "Conversion Price") per common share.
As of February 6, 2026, Goodfood may repurchase the non-converted portion of a 2028 Debenture at an
amount of the principal and accrued interest plus an amount providing the holder with an internal rate of
return (IRR) equal to 18% for the period during which such Debenture will have been outstanding. The
holders may require a repurchase on the same terms upon a change of control of the Company.
The 2028 Debentures are direct, subordinated unsecured obligations of the Company, subordinated to any
senior indebtedness of the Company, including the Company's credit facility, and ranking equally with one
another and with all other existing and future subordinated unsecured indebtedness of the Company to the
extent subordinated on the same terms.
The conversion option, net of related issuance costs and deferred income taxes, has been recorded in
shareholders’ equity for an amount of $0.2 million. Factoring in the 2028 Debentures issuance costs, the
effective interest rate on the Debentures is 13.5%.
As at September 7, 2024, 12,675 of 2028 Debentures (September 2, 2023 – 12,675) were outstanding at
a price of $1,000 per Debenture.
2027 Debentures
On February 11, 2022, the Company issued 30,000 convertible unsecured subordinated debentures (the
"2027 Debentures") at a price of $1,000 per Debenture for gross proceeds of $30 million. The 2027
Debentures mature on March 31, 2027 (the "Maturity Date") and bear a fixed interest rate of 5.75% per
annum, payable semi-annually in arrears on March 31 and September 30 of each year, commencing on
September 30, 2022.
The 2027 Debentures are convertible into common shares of the Company at the option of the holder at
any time prior to the close of business on the earlier of the last business day immediately preceding the
Maturity Date and the last business day immediately preceding the date specified for redemption by the
Company at a price of $4.60 (the "Conversion Price") per common share.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
23 | P a g e
On or after March 31, 2025, and prior to March 31, 2026, provided that the volume weighted average trading
price of the Company’s common shares on the TSX for the 20 consecutive trading days preceding the date
on which the notice of redemption is given is not less than 125% of the Conversion Price, the 2027
Debentures may be redeemed in whole or in part at the option of the Company at a price equal to the
principal amount thereof plus accrued and unpaid interest. On or after March 31, 2026, and prior to the
Maturity Date, the 2027 Debentures may be redeemed in whole or in part at the option of the Company at
a price equal to their principal amount plus accrued and unpaid interest.
In the event of a change in control, the Company will be required to make a payment to the holders of the
2027 Debentures in accordance with the make-whole premium provisions set forth by the indenture of the
2027 Debentures.
The conversion option, net of related issuance costs and deferred income taxes, has been recorded in
shareholders’ equity for an amount of $4.5 million. Factoring in the 2027 Debentures issuance costs, the
effective interest rate on the Debentures is 12.6%.
As at September 7, 2024, 29,046 of 2027 Debentures (September 2, 2023 – 29,046) were outstanding at
a price of $1,000 per Debenture.
2025 Debentures
On February 26, 2020, the Company issued 30,000 convertible unsecured subordinated debentures (the
"Debentures") at a price of $1,000 per Debenture for gross proceeds of $30 million. The Debentures mature
on March 31, 2025 (the "Maturity Date") and bear a fixed interest rate of 5.75% per annum, payable semi-
annually in arrears on March 31 and September 30 of each year, which commenced on
September 30, 2020.
The Debentures are convertible into common shares of the Company at the option of the holder at any time
prior to the close of business on the earlier of the last business day immediately preceding the Maturity
Date and the last business day immediately preceding the date specified for redemption by the Company
at a price of $4.70 (the "Conversion Price") per common share.
On or after March 31, 2023, and prior to March 31, 2024, provided that the volume weighted average trading
price of the Company’s common shares on the TSX for the 20 consecutive trading days preceding the date
on which the notice of redemption is given is not less than 125% of the Conversion Price, the Debentures
may be redeemed in whole or in part at the option of the Company at a price equal to the principal amount
thereof plus accrued and unpaid interest. On or after March 31, 2024, and prior to the Maturity Date, the
Debentures may be redeemed in whole or in part at the option of the Company at a price equal to their
principal amount plus accrued and unpaid interest.
In the event of a change in control, the Company will be required to make a payment to the holders of the
Debentures in accordance with the make-whole premium provisions set forth by the indenture of the
Debentures.
The conversion option, net of related issuance costs and deferred income taxes, has been recorded in
shareholders’ equity for an amount of $3.7 million. Factoring in the Debentures issuance costs, the effective
interest rate on the Debentures is 11.76%.
As at September 7, 2024, 6,232 of 2025 Debentures (September 2, 2023 – 6,232) were outstanding at a
price of $1,000 per Debenture.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
24 | P a g e
The following table summarizes the continuity of the Company’s Debentures for the:
53 weeks ended
September 7, 2024
52 weeks ended
September 2, 2023
Convertible debentures, liability component balance,
beginning of year
$
41,752
$
27,469
Net proceeds from issuance of the Debentures (1)
–
11,970
Accretion interest
3,653
2,489
Conversion of the Debentures
–
(176)
Convertible debentures, liability component balance, end
of year
45,405
41,752
Current portion of convertible debentures, liability component
(6,029)
–
Non-current portion of convertible debentures, liability
component balance
$
39,376
$
41,752
(1)
For Fiscal 2023 issued convertible debentures, issuance costs attributable to the liability component amount to
$0.4 million. Net proceeds of $0.2 million, including $0.1 million of deferred income taxes, were recorded as the
equity component.
The following summarizes convertible debentures for the:
53 weeks ended
September 7, 2024
52 weeks ended
September 2, 2023
In thousands of dollars
Reclassification from Convertible debentures liability
component to common shares
$
–
$
176
Reclassification from Convertible debentures equity
component to common shares
–
20
Deferred income tax expense recognized upon Debentures
conversion
–
11
Deferred income tax recovery recognized upon Debentures
issuance
–
72
In number of debentures or common shares
Number of debentures converted
–
210
Number of common shares issued from converted
debentures (Note 18)
–
43,652
Total number of outstanding Debentures, end of period
47,953
47,953
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
25 | P a g e
17.
LEASE OBLIGATIONS
The following table summarizes the continuity of the Company’s lease obligations:
September 7, 2024 September 2, 2023
Balance, beginning of year
$
13,364
$
69,209
Additions and lease modifications
2,994
272
Derecognition
–
(51,710)
Payment of lease obligations
(3,833)
(5,881)
Interest expense on lease obligations
806
1,474
Balance, end of year
$
13,331
$
13,364
The following table summarizes the contractual undiscounted cash flows from lease obligations:
18.
SHAREHOLDERS’ EQUITY
COMMON SHARES
The Company is authorized to issue an unlimited number of no par value common shares.
The movements in common shares were as follows:
September 7,
2024
September 2,
2023
Number of
shares
Carrying
amount
Number of
shares
Carrying
amount
Balance, beginning of year
76,525,507
$
180,369
75,233,023
$
173,788
Debenture conversions (Note 16)
–
–
45,652
196
Restricted share units vested
994,992
1,419
1,421,765
6,475
Employee share purchase units vested
34,889
5
11,283
3
Purchased and held in trust through
employee share purchase plan (Note
19)
(215,296)
(66)
(186,216)
(93)
Balance, end of year
77,340,092
$
181,727
76,525,507
$
180,369
As at September 7, 2024, the number of common shares issued and fully paid was 77,867,263
(2023 – 76,872,271).
As at
September 7, 2024
September 2, 2023
Less than one year
$
3,798
$
3,457
One to five years
10,538
10,247
More than 5 years
1,414
1,350
Total undiscounted lease obligations
$
15,750
$
15,054
Lease obligations balance, end of year
$
13,331
$
13,364
Current portion
$
2,961
$
2,862
Non-current portion
$
10,370
$
10,502
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
26 | P a g e
LOSS PER SHARE
As at
September 7,
2024
September 2,
2023
Basic weighted average number of common shares outstanding
76,928,635
76,103,206
Issued shares from the exercise of stock options, Debenture conversions and share issuance are weighted
from the transaction date. The purchase of common shares to fund the employee share purchase plan is
weighted from the transaction date.
For the year ended September 7, 2024 and the year ended September 2, 2023, the diluted loss per share
calculation did not take into consideration the potential dilutive effect of stock options, restricted share units,
unvested shares in connection with the employee share purchase plan and the Debentures conversion
option as they are not dilutive.
19.
SHARE-BASED PAYMENTS
The Company’s share-based payment plans consist of a stock option plan, a restricted share unit plan and
an employee share purchase plan.
STOCK OPTION PLAN
A stock option plan (the "Stock Option Plan") was established by the Company to attract and retain
employees, consultants, officers and directors. The Stock Option Plan provides for the granting of options
to purchase common shares where at any given time the number of stock options reserved for issuance is
equal to 10% of the Company’s issued and outstanding common shares, less any shares reserved for
issuance under the restricted share unit plan. Under the Stock Option Plan, options generally vest over a
period of three or four years and expire eight years from the grant date.
The following table summarizes the continuity of the stock options:
September 7,
2024
September 2,
2023
Number of
options
Weighted
average
exercise price
Number of
options
Weighted
average
exercise price
Outstanding, beginning of year
4,029,723
$
2.82
3,262,799
$
4.44
Granted
–
–
1,848,701
0.54
Forfeited
(311,314)
5.30
(566,551)
2.98
Expired
(665,846)
5.47
(515,226)
4.73
Outstanding, end of year
3,052,563
1.99
4,029,723
2.82
Exercisable, end of year
2,336,688
$
2.41
2,252,171
$
3.98
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
27 | P a g e
The following table provides additional information about the Company’s stock options as at year end:
2024
2023
Exercise Price
Number of
options
outstanding
Weighted
average
remaining life
Number of
options
outstanding
Weighted
average
remaining life
Less than $2.99
2,167,210
5.1
2,167,191
6.2
$ 3.00 – 5.99
626,640
3.9
1,409,242
5.3
$ 6.00 – 8.99
258,713
3.9
453,290
5.0
Outstanding, end of year
3,052,563
4.8
4,029,723
5.7
Exercisable, end of year
2,336,688
4.3
2,252,171
4.7
No stock options were granted during Fiscal 2024. During the 53 weeks ended September 7, 2024 , a
recovery of $0.3 million (2023 – expense of $1.0 million) was recorded in the consolidated statements of
loss in relation to the Stock Option Plan.
RESTRICTED SHARE UNIT PLAN
The Company granted to Participants a number of restricted share units ("RSUs") based on the volume
weighted average trading price of the common shares for the five days immediately preceding the grant
date. The expense in relation to the RSU Plan is measured at the fair value of the underlying RSU at the
grant date and is expensed over the award's vesting period. The RSU Plan provides for a maximum number
of common shares available and reserved for issuance to 10% of the Company’s issued and outstanding
common shares, less any shares reserved for issuance under the Stock Option Plan. The RSUs are time-
based awards and one third of the amount of RSUs granted will vest upon the continuous employment of
the Participants on each of the anniversaries of the RSU grant, over a period of three years starting from
the date of the grant or such other period not exceeding three years as determined by the Board.
Pursuant to the terms of the RSU Plan, Participants will receive, upon vesting of the RSUs, common shares
of the Company issued from treasury.
The following table summarizes the continuity of the RSUs:
September 7, 2024
September 2, 2023
Outstanding, beginning of year
1,878,328
2,000,716
Granted
2,869,916
2,054,907
Vested
(994,992)
(1,421,566)
Forfeited
(315,519)
(755,729)
Outstanding, end of year
3,437,733
1,878,328
During the 53 weeks ended September 7, 2024, an expense of $1.1 million (2023 – $2.8 million) was
recorded in the consolidated statements of loss in relation to the RSU Plan.
As at September 7, 2024, 1,296,430 stock options and RSUs (2023 – 1,779,176) were available for
issuance.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
28 | P a g e
EMPLOYEE SHARE PURCHASE PLAN
On September 1, 2019, the Company implemented an employee share purchase plan ("ESPP") to attract
and retain employees and directors. Under this plan, employees or directors are permitted to contribute
between 1% and 5% of their eligible earnings, up to $10,000 annually, to purchase the Company’s equity
shares. The Company, in turn, provides a matching contribution equal to 50% of the participant’s personal
contribution. Shares purchased with the Company’s contributions become vested two years from the
contribution date. All contributions are used by the plan’s trustee to purchase equity shares on the open
market, on behalf of employees.
The following table summarizes the continuity of the ESPP:
September 7, 2024
September 2, 2023
Number of
shares
Amount
Number of
shares
Amount
Unvested contributions, beginning
of year
346,762 $
968
171,829
$
878
Contributions
215,296
66
186,216
93
Vested
(34,889)
(5)
(11,283)
(3)
Unvested contributions, end of
year
527,169 $
1,029
346,762
$
968
During the 53 weeks ended September 7, 2024, an expense of $0.1 million (2023 – $0.1 million) was
recorded in the consolidated statements of loss in relation to the employee share purchase plan.
20.
SUPPLEMENTAL CASH FLOW INFORMATION
The following summarizes the changes in non-cash items related to operating working capital:
As at
September 7, 2024
September 2, 2023
Accounts and other receivables
$
2,350
$
(540)
Inventories
124
3,603
Other current assets
(43)
780
Accounts payable and accrued liabilities
(3,126)
(8,585)
Deferred revenues
(489)
(1,396)
$
(1,184)
$
(6,138)
The following transactions had no cash impact:
September 7, 2024
September 2, 2023
Financing activities
Unpaid debenture issue costs
$
−
$
6
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
29 | P a g e
The following had a cash impact in the net cash generated from operating activities:
September 7, 2024
September 2, 2023
Operating activities
Payments related to discontinuance of products related to
on-demand offering
$
−
$
319
Payments made for reorganization and other related costs (1)
736
6,275
(1)
Payments made for reorganization and other related costs are mainly composed of penalties paid upon lease
termination, employee termination and benefit costs paid as well as external advisors fees paid (refer to Note 6).
21.
COMMITMENTS
Goodfood had commitments under purchase and service contract obligations for both operating and capital
expenditures.
The following summarizes the commitments that are not recognized as liabilities:
As at
September 7, 2024
September 2, 2023
Less than 1 year
$
6,573
$
6,539
Between 1 and 5 years
446
1,247
More than 5 years
−
−
$
7,019
$
7,786
22.
FINANCIAL INSTRUMENTS
Goodfood has determined that the fair value of cash and cash equivalents, accounts and other receivables,
and accounts payable and accrued liabilities approximates their respective carrying amounts at the
consolidated statements of financial position date, due to the short-term maturity of those instruments.
Goodfood determined that the fair value of its debt approximates its carrying amount as it bears a variable
interest rate at prime rate plus 3.00% which is a similar market interest rate for financial instruments with
similar terms and risks.
The Company determined the valuation of its Debentures at issuance using Level 1 and 3 inputs. As at
September 7, 2024, the Company determined that the fair value of its Debentures approximates $19.1
million which was determined based on market trading value for 2025 Debentures and 2027 Debentures
and market conditions for 2028 Debentures.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
30 | P a g e
23.
FINANCIAL RISKS
Credit risk:
Credit risk is the risk of an unexpected loss if a counterparty to a financial instrument fails to meet its
contractual obligation. The Company regularly monitors credit risk exposure and takes steps to mitigate the
likelihood of this exposure resulting in losses. The Company's exposure to credit risk is primarily attributable
to its cash and cash equivalents, accounts and other receivables and lease receivable. The majority of the
Company’s net sales are paid prior to delivery and therefore the main credit exposure to net sales is with
respect to the payment processor. The Company's maximum credit exposure corresponds to the carrying
amount of these financial assets. Management believes the credit risk is limited given that the Company
deals with major North American financial institutions and an internationally established payment processor.
Interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due
to changes in market interest rates. The Company’s debt and revolving facility bear interest at variable rates
which are determined by a base rate set by the lender plus a margin. As a result, the Company is exposed
to interest rate cash flow risk due to fluctuations in lenders’ base rates. As interest rates on Debentures are
fixed, the Company is not exposed to interest rate risk on those instruments.
Sensitivity analysis for interest rate risk
An increase or decrease of 100 basis points in the market interest rate would not have a significant impact
on the Company’s net loss.
Liquidity risk:
Liquidity risk is the risk that the Company will be unable to fulfill its obligations on a timely basis or at a
reasonable cost. The Company manages its liquidity risk by monitoring its operating requirements. The
Company prepares budgets and cash forecasts to ensure it has sufficient funds to fulfill its obligations.
The Company monitors its risk of shortage of funds by monitoring forecasted and actual cash flows and
maturity dates of existing financial liabilities and commitments and is actively managing its capital to ensure
a sufficient liquidity position to finance its general and administrative, working capital and overall capital
expenditures.
In order to manage its liquidity risk, the Company constantly reviews its operations and overall business to
drive efficiencies to form the basis for positive cash flow and long-term profitable growth. The Company
expects to have sufficient liquidities, supported by available cash and cash flows from operations, in order
to repay its credit facilities when it becomes due in November 2024 should they not be renewed as well as
to repay its 2025 Debentures when they come due on March 31, 2025.
This assessment could be affected by economic, financial and future competitive factors, and other future
events that are beyond the control of the Company. Management’s liquidity assessment could be impacted
if the actual operational performance is lower than the one used in the forecasted cash flows.
Capital management
The Company's objective in managing its capital structure is to ensure a sufficient liquidity position to
finance its operations and growth and to deliver competitive returns on invested capital. To fund its activities,
the Company has relied on public and private placements of equity securities, convertible debentures, as
well as short-term or long-term debt.
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
31 | P a g e
The following are amounts due on contractual maturities of financial liabilities, including estimated interest
payments as at:
September 7, 2024
Total carrying
amount
Contractual
cash flows
Less than 1
year 1 to 5 years
More than 5
years
Accounts payable and
accrued liabilities
$
14,903
$
14,903
$
14,903
$
−
$
−
Debt (1)
1,138
1,165
1,165
−
−
Debentures, liability
component, including
current portion
45,405
62,927
9,256
53,671
−
Lease obligations, including
current portion
13,331
15,750
3,798
10,538
1,414
$
74,777
$
94,745
$
29,122
$ 64,209
$
1,414
September 2, 2023
Total carrying
amount
Contractual
cash flows
Less than 1
year 1 to 5 years
More than 5
years
Accounts payable and
accrued liabilities
$
17,993
$
17,993
$
17,993
$
−
$
−
Debt (1)
4,036
4,142
4,142
−
−
Debentures, liability
component
41,752
64,959
2,033
62,926
−
Lease obligations, including
current portion
13,364
15,054
3,457
10,247
1,350
$
77,145
$
102,148
$
27,625
$ 73,173
$
1,350
(1)
As at September 7, 2024, an interest rate of 9.70% (2023 – 7.87%) was used to determine the estimated interest
payments on the variable-rate portion of the Company’s debt.
24.
RELATED PARTIES
KEY MANAGEMENT PERSONNEL
The Company’s key management personnel have authority and responsibility for planning, directing and
controlling the Company’s activities and consist of the Company’s executive team and the Board of
Directors. The chief executive officer ("CEO") and the president and chief operating officer ("President and
COO") are members of the Board of the Company. The CEO is also Chairman of the Board.
The following table presents the compensation of the key management personnel recognized in net loss:
For the 53 weeks ended
For the 52 weeks ended
September 7, 2024
September 2, 2023
Salaries, fees and other short-term employee benefits
$
3,212
$
2,290
Share-based payments expense
360
2,189
GOODFOOD MARKET CORP.
Notes to the Consolidated Financial Statements – September 7, 2024
(Unless otherwise stated, all tabular amounts are in thousands of Canadian dollars)
32 | P a g e
RELATED PARTY TRANSACTIONS
Related parties of the Company include Directors and key management personnel, their family members,
and companies over which they have significant influence or control. For the 53 weeks ended September
7, 2024, the Company has not transacted with related parties other than those detailed above.
For the 52 weeks ended September 2, 2023, in connection with the issuance of the 2028 Debentures, 2,425
Debentures were purchased by the Board members and key management personnel at a price of $1,000
per Debenture. These transactions were recorded at the amount of consideration paid as established and
agreed to by the related parties.
25.
SUBSEQUENT EVENT
On November 13, 2024, the Company entered into a share purchase agreement to acquire 81% of the
shares of Genuine Tea Inc. (“Genuine Tea”) for a purchase price of approximately $2.4 million, including
future performance-based payment. Genuine Tea is a leading Canadian craft tea company. The founding
shareholders will continue to lead the business and hold the remaining shares of the company, with
Goodfood having a right to acquire their shares in the future. As at the date of issuance of the consolidated
financial statements, the Company has not yet determined the fair value of net assets acquired, including
any intangible assets that may exist.
Shares listed: Toronto Stock Exchange
Ticker symbol: FOOD
Initial public offering: 2017
52-week high/low as at November 26, 2024 : $0.54 - $0.20
Share price as at November 26, 2024 : $0.45
Common shares outstanding as at September 7, 2024: 77,340,092
CORPORATE
INFORMATION
STOCK INFORMATION
TRANSFER AGENT AND REGISTRAR
AUDITORS
LEGAL COUNSEL
INVESTOR RELATIONS
MEDIA CONTACT
CORPORATE OFFICE
ANNUAL MEETING OF SHAREHOLDERS
TSX Trust
KPMG LLP
Fasken Martineau DuMoulin LLP
IR@makegoodfood.ca
media@makegoodfood.ca
4600 Hickmore Street,
Saint-Laurent, Quebec
H4T 1K2
Tuesday, January 21, 2025
Virtual Meeting - Details to Come
MAKEGOODFOOD.CA